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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
November 10, 2004
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(Date of earliest event reported)
RAYOVAC CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Wisconsin 001-13615 22-2423556
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
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(Address of principal executive offices, including zip code)
(770) 829-6200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
(a) The following information, including the Exhibit attached hereto, is being
furnished pursuant to this Item 2.02 and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
On November 10, 2004, Rayovac Corporation issued a press release discussing its
estimated financial results for its fourth fiscal quarter, and fiscal year,
ending September 30, 2004. A copy of the press release is furnished as Exhibit
99.1 to this report.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) 99.1 Press Release dated November 10, 2004 issued by Rayovac Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 10, 2004 RAYOVAC CORPORATION
By: /s/ Randall J. Steward
-----------------------------------
Name: Randall J. Steward
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press Release dated November 10, 2004 issued by Rayovac Corporation.
Exhibit 99.1
Rayovac Announces Record Fourth Quarter and Fiscal 2004 Results
ATLANTA, Nov. 10 /PRNewswire-FirstCall/ -- (NYSE: ROV) Rayovac Corporation
announced fiscal 2004 fourth quarter diluted earnings per share of 52 cents
and pro forma diluted earnings per share of 60 cents, two cents higher than
First Call mean estimates. These results compare to diluted earnings per
share of 39 cents and pro forma diluted earnings per share of 49 cents for the
comparable prior year period. (Pro forma diluted EPS excludes the impact of
certain items described in further detail in this release and in the attached
Table 3, "Reconciliation of GAAP to Pro Forma Financial Data.")
"Fiscal 2004 has been a year of tremendous progress for Rayovac, as our
strong fourth quarter results clearly demonstrate," said Dave Jones, chairman
and CEO. "We saw solid twelve percent sales growth in our global battery
business and very strong eighteen percent top line growth from Remington as
compared with Remington's 2003 results. The integration of the Remington
acquisition is complete and the resulting synergies will meet our target of
approximately $35 million. The cash flow we generated during fiscal 2004 has
allowed us to invest in high return areas of our business while lowering debt
levels significantly. These accomplishments should position Rayovac for
another successful year in fiscal 2005."
Financial results for the fourth quarter and the fiscal year ended
September 30, 2004 include results from Remington Products Company LLC
(Remington), which was acquired on September 30, 2003, Ningbo Baowang Battery
Company (Ningbo), acquired on March 31, 2004, and Microlite S.A. (Microlite),
acquired on May 28, 2004. Financial results for the periods preceding the
respective transaction dates exclude Remington, Ningbo and Microlite.
Throughout this release, references are made to pro forma operating income,
pro forma net income and pro forma diluted EPS. See attached Table 3,
"Reconciliation of GAAP to Pro Forma Financial Data," for a complete
reconciliation of operating income, net income and diluted EPS on a GAAP basis
to pro forma operating income, pro forma net income and pro forma diluted EPS
for the quarter and fiscal year ended September 30, 2004 and the comparable
periods last year.
Fourth Quarter Results
Fourth quarter net sales were $377.0 million, compared to $252.0 million
for the same period last year, representing an increase of $125.0 million, or
50 percent.
Net sales increases were realized in all three geographic regions, driven
by the Remington, Ningbo and Microlite acquisitions, improved battery sales
and favorable foreign exchange rates. Remington contributed $94.3 million to
fourth quarter sales, and the Ningbo and Microlite acquisitions approximately
$15 million. Favorable foreign exchange rates accounted for approximately
four percent of the sales growth.
Operating income, which increased to $46.5 million compared with
$28.3 million for the same period last year, benefited from the Remington
acquisition and improved profitability in North America and Europe, slightly
offset by expected operating losses from Ningbo and Microlite. The current
quarter's operating results include $4.9 million in restructuring and related
costs associated with the Remington integration. Fiscal 2003 fourth quarter
results include $0.9 million in restructuring and related costs associated
with the acquisition of VARTA and certain North American cost initiatives.
Pro forma operating income was $51.4 million, an increase of
$18.3 million, or 55 percent, as compared to the $33.1 million reported last
year. The increase resulted primarily from the Remington acquisition,
improved battery sales and the favorable impact of restructuring and cost
improvement initiatives.
Interest expense for the quarter increased to $16.7 million from
$9.1 million last year as a result of higher debt levels attributable to
acquisitions.
Net income for the fourth quarter was $18.2 million compared with net
income of $12.9 million in the prior year. Primary drivers of the increase
were the acquisition of Remington, improved battery sales, favorable foreign
exchange rates and the impact of restructuring and cost improvement
initiatives. Diluted earnings per share were 52 cents compared to 39 cents
last year.
Pro forma net income was $21.2 million as compared with last year's
$15.9 million. Pro forma diluted earnings per share were 60 cents,
representing a 22 percent increase compared to pro forma diluted earnings per
share of 49 cents in the prior year. The improved net income was the result
of the Remington acquisition, increased battery sales and the favorable impact
from restructuring and cost improvement initiatives.
North American net sales were $169.4 million, up from $108.8 million
reported last year. The $60.6 million increase was in large part due to the
Remington acquisition, which contributed net sales of $47.4 million. North
American battery sales increased 14 percent primarily driven by a strong 16
percent growth in alkaline batteries. North American segment profitability
improved to $45.1 million, up from the $19.8 million reported last year,
largely due to the benefits of the Remington acquisition, improved battery
sales and the favorable impact of restructuring and cost improvement
initiatives.
European/Rest of World net sales were $164.6 million, versus
$108.7 million reported last year. The Remington and Ningbo acquisitions
contributed $46.9 million and $5.0 million, respectively, to 2004 net sales.
Segment profitability for the quarter was $22.0 million, an improvement of 49
percent compared with $14.8 million last year, largely due to the Remington
acquisition, as well as the benefit of integration initiatives implemented in
2003.
In Latin America, net sales increased to $43.0 million as compared to
$34.5 million in the fourth quarter last year. The inclusion of $10.0 million
in net sales from Microlite was somewhat offset by sales softness in Mexico
and unfavorable foreign exchange rates. Latin American segment profitability
of $2.8 million declined from last year's $6.8 million as a result of margin
pressure in Mexico and the Andean region and the inclusion of Microlite's
results.
Corporate expenses were $18.5 million, up from $12.2 million for the prior
year period. The increase was primarily due to the Remington acquisition, as
well as investment in new product development, increased compensation, legal
and professional fees.
Fiscal Year 2004 Results
Net sales for the fiscal year ended September 30, 2004 were
$1,417.2 million, a 54 percent increase compared with $922.1 million in the
prior year. Operating income was $156.2 million, compared with $59.6 million
reported last year. The improved results were attributable to the Remington
acquisition, favorable foreign exchange rates, improved battery sales and a
reduced level of restructuring charges and related costs associated with the
integration of acquisitions. Operating income for 2004 included a net
$11.4 million expense for restructuring and related costs. The 2003 operating
results included $32.6 million in restructuring and other related costs,
reflecting the integration of the VARTA consumer battery business and other
global initiatives.
Pro forma operating income was $167.6 million, a 70 percent increase
versus the $98.4 million in 2003. The $69.2 million increase was primarily
attributable to the Remington acquisition, improved battery sales and the
benefit of restructuring initiatives implemented in 2003.
Interest expense rose to $65.7 million from $37.2 million last year,
primarily as a result of higher debt levels associated with the Remington
acquisition.
Net income for fiscal 2004 was $55.8 million compared with $15.5 million
in 2003. The $40.3 million increase was primarily attributable to the
Remington acquisition and increased battery sales as well as the reduction in
restructuring charges. Diluted earnings per share for fiscal 2004 were $1.61
in 2004 compared to 48 cents in the prior year.
Pro forma diluted earnings per share for fiscal 2004 were $1.83 compared
to pro forma diluted earnings per share of $1.27 last year, representing a
44 percent improvement. The increase is primarily attributable to the
Remington acquisition, increased battery sales and the favorable impact of
restructuring initiatives.
North American net sales for fiscal 2004 were $654.0 million, compared
with $375.6 million reported last year. The $278.4 million increase was
largely due to the impact of the Remington acquisition, which contributed
sales of $240.7 million, and strong battery sales led by a 13 percent growth
in alkaline batteries. North American alkaline battery sales represented
18 percent of consolidated global net sales for the year. North American
segment profitability was $130.7 million as compared with $64.8 million
reported last year. The profitability improvement reflects the inclusion of
results from the Remington acquisition, increased battery sales and the
favorable impact of restructuring and cost improvement initiatives.
European/Rest of World net sales were $618.0 million versus $421.5 million
reported last year, primarily driven by acquisitions and favorable foreign
exchange rates. The Remington and Ningbo acquisitions contributed net sales
of $147.2 million and $8.4 million, respectively. Segment profitability
increased to $96.2 million, largely due to the benefits of the Remington
acquisition and the favorable impact of the recently completed VARTA
integration initiatives.
In Latin America, 2004 net sales increased to $145.2 million from
$125.0 million in the prior year. The contribution of $12.8 million from the
Microlite acquisition and improved battery sales throughout the region were
offset by unfavorable exchange rates. Latin American segment profitability
was $11.7 million compared to $17.7 million last year, primarily the result of
margin pressure in Mexico and the Andean region and the inclusion of
Microlite's results.
Corporate expenses increased to $71.0 million as compared with
$44.1 million for the same period last year. The increase was primarily due to
the inclusion of Remington costs, an increased investment in research and
development costs, and increases in incentive compensation, legal and
professional expenses.
Total debt as of September 30, 2004 was $829.9 million, a reduction of
$113.5 million from September 30, 2003. Included in the debt reduction was
the retirement of $56.0 million of outstanding notes assumed as part of the
Remington acquisition and a $132.9 million reduction in the senior credit
facilities. Partially offsetting this decrease were additional borrowings and
assumed debt, net of cash, totaling $62.1 million related to the Ningbo and
Microlite acquisitions. The impact of foreign currency exchange rates on debt
as of September 30, 2004 was $13.3 million.
Acquisitions
On March 31, 2004, the Company completed its acquisition of an 85 percent
equity interest in Ningbo Baowang Battery Company of Ninghai, China. On May
28, 2004, Rayovac finalized its acquisition of Microlite, S.A., the largest
independent consumer battery company in Brazil. The financial results of the
Ningbo and Microlite acquisitions were reported as part of Rayovac's
consolidated results subsequent to these transaction dates. Ningbo and
Microlite contributed $8.4 million and $12.8 million in net sales,
respectively.
Restructuring Initiatives
The integration of the company's acquisition of Remington was completed
during fiscal 2004, ahead of the announced timetable. The company estimates
that synergies resulting from the Remington integration initiatives will
approximate $35 million. Restructuring and related costs of $11.4 million,
primarily related to the Remington integration, were charged to earnings
during fiscal 2004.
Integration initiatives included:
-- Integration of Remington's North American operations into Rayovac's
existing business structure.
-- Consolidation of Remington's European operations into Rayovac's
European business unit.
-- Combination of Remington's and Rayovac's distribution facilities in
North America and Europe.
-- Merging of Rayovac and Remington research and development functions
into a single corporate research facility in Madison, WI.
-- Consolidation of the Remington manufacturing operations in Bridgeport,
CT, into Rayovac's manufacturing facility in Portage, WI.
Remington Service Centers
The Company has reflected Remington's retail service centers in the United
States and United Kingdom as discontinued operations. These service centers
were closed during fiscal 2004 as part of the Remington integration
initiatives. No further financial impact from discontinued operations is
expected.
Fiscal Year 2005 Outlook
The Company is raising its expectations for fiscal year 2005 diluted
earnings per share to a range of $2.10 to $2.15. This represents an increase
of approximately fifteen to seventeen percent over fiscal 2004 pro forma
results. Fiscal 2005 net sales are expected to approximate $1.5 billion.
Non-GAAP Measurements
To assist investors in the reconciliation of GAAP financial reporting to
pro forma results, which present operating results on a basis excluding
adjustments, the Company provides a reconciliation in the Investor Relations
section of its website, which can be found at http://www.rayovac.com . A
reconciliation of GAAP to pro forma financial data is also included as Table 3
of this press release.
Rayovac management and certain investors use these pro forma results of
operations to assist in measuring the Company's current and future financial
performance and to identify trends in its financial condition and results of
operations. Management believes these pro forma results provide useful
supplemental information to assist investors in analyzing the Company's
financial position and results of operations. However, pro forma results are
not intended to replace the presentation of the Company's GAAP financial
results and should be read in conjunction with those GAAP results. The
Company provides this information to investors to assist in a meaningful
comparison of past, present and future operating results and as a means to
isolate the results of on-going core operations.
Rayovac Corporation is a global consumer products company with a diverse
portfolio of world-class brands, including Rayovac, VARTA and Remington. With
operations on six continents and more than 6,500 employees, Rayovac is one of
the largest battery, lighting and personal grooming products companies in the
world. Rayovac trades on the New York Stock Exchange under the ROV symbol.
Certain matters discussed in this news release, with the exception of
historical matters, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are subject
to a number of risks, uncertainties and other factors that could cause results
to differ materially from those anticipated as of the date of this release.
Actual results may differ materially from these statements as a result of (1)
changes in external competitive market factors, such as introduction of new
product features or technological developments, development of new competitors
or competitive brands, or competitive promotional activity or spending, (2)
changes in consumer demand for the various types of products offered by
Rayovac, (3) changes in the general economic conditions where we do business,
such as stock market prices, interest rates, currency exchange rates,
inflation and raw material costs, (4) our ability to successfully implement-
manufacturing, distribution and other cost efficiencies and integrate our
recent acquisitions, (5) various other factors, including those discussed
herein and those set forth in Rayovac's most recently filed Form 10-Q and
Annual Report on Form 10-K.
Attached
Table 1 - Condensed Consolidated Statements of Operations
Table 2 - Supplemental Financial Data
Table 3 - Reconciliation of GAAP to Pro Forma Financial Data
Table 4 - Reconciliation of Net Sales to Include Remington Net Sales for
Fiscal Year 2003
Table 5 - Reconciliation of GAAP Net Income to Adjusted EBITDA
Table 1
RAYOVAC CORPORATION
Condensed Consolidated Statements of Operations
For the three month periods and fiscal years ended September 30, 2004 and 2003
(Unaudited)
(In millions, except per share amounts)
THREE MONTHS FISCAL YEAR
F2004 F2003 INC(DEC) F2004 F2003 INC(DEC)
% %
Net sales $377.0 $252.0 49.6% $ 1,417.2 $922.1 53.7%
Cost of goods sold 221.1 154.1 811.9 549.5
Restructuring and
related charges 0.4 (0.7) (0.8) 21.1
Gross profit 155.5 98.6 57.7% 606.1 351.5 72.4%
Selling 73.3 47.4 293.1 185.2
General and
administrative 23.4 18.5 121.3 80.9
Research and
development 7.8 2.8 23.3 14.3
Restructuring and
related charges 4.5 1.6 12.2 11.5
Total operating
expenses 109.0 70.3 449.9 291.9
Operating
income 46.5 28.3 64.3% 156.2 59.6 162.1%
Interest expense 16.7 9.1 65.7 37.2
Non-operating
expense - - - 3.1 (a)
Other expense
(income), net 0.5 (0.1) - (3.7)
Minority interest (0.1) - (0.1) -
Income from
continuing
operations
before
income taxes 29.4 19.3 90.6 23.0
Income tax expense 11.1 6.4 34.4 7.5
Income from
continuing
operations 18.3 12.9 56.2 15.5
Loss from
discontinued
operations, net
of tax (0.1)(b) - (0.4)(b) -
Net income $18.2 $12.9 $55.8 $15.5
Average shares
outstanding 34.1 31.9 33.4 31.8
Income from
continuing
operations $0.53 $0.40 $1.68 $0.49
Discontinued
operations - - (0.01) -
Basic earnings per
share $0.53 $0.40 $1.67 $0.49
Average shares and
common stock
equivalents
outstanding 35.2 32.7 34.6 32.6
Income from
continuing
operations $0.52 $0.39 $1.62 $0.48
Discontinued
operations - - (0.01) -
Diluted earnings
per share $0.52 $0.39 $1.61 $0.48
(a) The fiscal year ended September 30, 2003 reflects the write-off of
unamortized debt issuance costs of $3.1 million attributable to the
refinancing of the Company's credit facility as part of the VARTA
acquisition.
(b) The three month and fiscal year ended September 30, 2004 reflect the
after-tax net income of the Remington retail store business, which
the Company is treating as a discontinued operation at the end of the
period.
Table 2
RAYOVAC CORPORATION
Supplemental Financial Data
For the three month periods and fiscal years ended September 30, 2004 and 2003
(Unaudited)
($ In millions)
Supplemental Financial
Data F2004 F2003
Cash $15.8 $107.8
Trade receivables, net $270.0 $255.2
Days Sales
Outstanding (a) 63 65
Inventory, net $264.7 $219.3
Inventory
Turnover (b) 3.8 3.6
Total Debt $829.9 $943.4
EBITDA $202.1 $133.8
THREE MONTHS FISCAL YEAR
Supplemental Cash Flow
Data F2004 F2003 F2004 F2003
Depreciation and
amortization,
excluding amortization
of debt issuance costs $9.5 $7.7 $34.5 $31.6
Capital expenditures $12.8 $8.8 $30.2 $26.1
THREE MONTHS FISCAL YEAR
Supplemental Segment
Sales & Profitability F2004 F2003 F2004 F2003
Net Sales
North America $169.4 $108.8 $ 654.0 $375.6
Europe/ROW 164.6 108.7 618.0 421.5
Latin America 43.0 34.5 145.2 125.0
Total net sales $377.0 $252.0 $1,417.2 $922.1
Segment Profit
North America $45.1 $19.8 $ 130.7 $64.8
Europe/ROW 22.0 14.8 96.2 53.8
Latin America 2.8 6.8 11.7 17.7
Total segment profit 69.9 41.4 238.6 136.3
Corporate 18.5 12.2 71.0 44.1
Restructuring and
related charges 4.9 0.9 11.4 32.6
Interest expense 16.7 9.1 65.7 37.2
Non-operating expense - - - 3.1
Other expense (income),
net 0.5 (0.1) - (3.7)
Minority interest (0.1) - (0.1) -
Income from continuing
operations before
income taxes $29.4 $19.3 $90.6 $23.0
(a) Reflects receivables, net divided by average daily sales during the
quarter. 2003 adjusted to include Remington net sales.
(b) Reflects cost of sales during the year divided by average net
inventories. 2003 adjusted to include Remington cost of sales.
Table 3
RAYOVAC CORPORATION
Reconciliation of GAAP to Pro Forma Financial Data
For the three month periods and fiscal years ended September 30, 2004 and 2003
(Unaudited)
(In millions, except per share amounts)
THREE MONTHS
2004 2003
Excluding Excluding
As Non- Non- As Non- Non-
reported recurring recurring reported recurring recurring
Net sales (a) $377.0 $- $377.0 $252.0 $3.9 $255.9
Gross profit
(a), (b) 155.5 0.4 155.9 98.6 3.2 101.8
Gross profit %
of sales 41.2% 41.4% 39.1% 39.8%
Operating
expenses (b) 109.0 4.5 104.5 70.3 1.6 68.7
Operating income 46.5 4.9 51.4 28.3 4.8 33.1
Operating income
% of sales 12.3% 13.6% 11.2% 12.9%
Income from
continuing
operations before
income taxes (c) 29.4 4.9 34.3 19.3 4.8 24.1
Income from
continuing
operations 18.3 3.0 21.3 12.9 3.0 15.9
Loss from
discontinued
operations,
net of tax (d) (0.1) 0.1 - - - -
Net income 18.2 3.0 21.2 12.9 3.0 15.9
Basic earnings
per share $0.53 $0.09 $0.62 $0.40 $0.10 $0.50
Diluted earnings
per share $0.52 $0.08 $0.60 $0.39 $0.10 $0.49
(a) For Fiscal 2003, reflects the impact of North America retailer
repricing programs of approximately $3.9 million associated with the
Company's new alkaline pricing program announced in the second
quarter of Fiscal 2003.
(b) For Fiscal 2003, reflects the impact of initiatives related to the
integration of the VARTA consumer battery business and other global
restructuring initiatives, including the closure of the Company's
Mexico City, Mexico plant and consolidation of the Madison, Wisconsin
packaging facility and Middleton, Wisconsin distribution center into
a combined facility in Dixon, Illinois. Details may be found in
reports filed on Form 10-K for the fiscal year ended September 30,
2003.
(c) For Fiscal 2004, includes Remington integration initiatives,
including stay bonuses, relocation costs to the Company's new
warehouse in Nashville, Tennessee and new Corporate headquarters in
Atlanta, Georgia, and net changes in estimates following completion
of Fiscal 2003 restructuring initiatives.
For Fiscal 2003, includes the non-recurring items discussed in
footnotes (a) and (b) and the write-off of unamortized debt issuance
costs of approximately $3.1 million attributable to the refinancing
of the Company's credit facility as part of the VARTA acquisition.
Details may be found in reports on Form 10-K for the fiscal year
ended September 30, 2003.
(d) For Fiscal 2004, reflects the after-tax net income of the Remington
retail store business which the Company is treating as a discontinued
operation at the end of the period.
Table 3 (continued)
RAYOVAC CORPORATION
Reconciliation of GAAP to Pro Forma Financial Data
For the three month periods and fiscal years ended September 30, 2004 and 2003
(Unaudited)
(In millions, except per share amounts)
FISCAL YEAR
2004 2003
Excluding Excluding
As Non- Non- As Non- Non-
reported recurring recurring reported recurring recurring
Net sales (a) $ 1,417.2 $- $ 1,417.2 $922.1 $6.2 $928.3
Gross profit
(a), (b) 606.1 (0.8) 605.3 351.5 27.3 378.8
Gross profit %
of sales 42.8% 42.7% 38.1% 40.8%
Operating
expenses (b) 449.9 12.2 437.7 291.9 11.5 280.4
Operating income 156.2 11.4 167.6 59.6 38.8 98.4
Operating income
% of sales 11.0% 11.8% 6.5% 10.6%
Income from
continuing
operations before
income taxes (c) 90.6 11.4 102.0 23.0 41.9 64.9
Income from
continuing
operations 56.2 7.1 63.3 15.5 26.0 41.5
Loss from
discontinued
operations, net
of tax (d) (0.4) 0.4 - - - -
Net income 55.8 7.5 63.3 15.5 26.0 41.5
Basic earnings
per share $1.67 $0.22 $1.89 $0.49 $0.82 $1.31
Diluted earnings
per share $1.61 $0.22 $1.83 $0.48 $0.79 $1.27
(a) For Fiscal 2003, reflects the impact of North America retailer
repricing programs of approximately $6.2 million associated with
the Company's new alkaline pricing program announced in the second
quarter of Fiscal 2003.
(b) For Fiscal 2004, reflects the completion of last year's global
restructuring initiatives and the impact of initiatives related to
the integration of the Remington business.
For Fiscal 2003, reflects the impact of initiatives related to the
integration of the VARTA consumer battery business and other global
restructuring initiatives, including the closure of the Company's
Mexico City, Mexico plant and consolidation of the Madison, Wisconsin
packaging facility and Middleton, Wisconsin distribution center into
a combined facility in Dixon, Illinois. Details may be found in
reports filed on Form 10-K for the fiscal year ended September 30,
2003.
(c) For Fiscal 2004, includes Remington integration initiatives,
including stay bonuses, relocation costs to the Company's new
warehouse in Nashville, Tennessee and new Corporate headquarters in
Atlanta, Georgia, and net changes in estimates following completion
of Fiscal 2003 restructuring initiatives.
For Fiscal 2003, includes the non-recurring items discussed in
footnotes (a) and (b) and the write-off of unamortized debt issuance
costs of approximately $3.1 million attributable to the refinancing
of the Company's credit facility as part of the VARTA acquisition.
Details may be found in reports on Form 10-K for the fiscal year
ended September 30, 2003.
(d) For Fiscal 2004, reflects the after-tax net income of the Remington
retail store business which the Company is treating as a discontinued
operation at the end of the period.
TABLE 4
RAYOVAC CORPORATION
Net Sales Comparison
For the three month periods ended September 30, 2004 and 2003
(Unaudited)
(In millions)
Fiscal 2004 Fiscal 2003
Total as Rayovac as Combined
Rayovac Remington Reported Reported Remington Total
North America $122.0 $47.4 $169.4 $108.8 $47.7 $156.5
Europe/ROW 117.7 46.9 164.6 108.7 30.7 139.4
Latin America 43.0 - 43.0 34.5 - 34.5
Total Net
Sales $282.7 $94.3 $377.0 $252.0 $78.4 $330.4
Net Sales Comparison
For the fiscal years ended September 30, 2004 and 2003
(Unaudited)
(In millions)
Fiscal 2004 Fiscal 2003
Total as Rayovac as Combined
Rayovac Remington Reported Reported Remington Total
North America $413.3 $240.7 $654.0 $375.6 $225.1 $600.7
Europe/ROW 470.8 147.2 618.0 421.5 103.1 524.6
Latin America 145.2 - 145.2 125.0 - 125.0
Total Net
Sales $1,029.3 $387.9 $1,417.2 $922.1 $328.2 $1,250.3
Note: Excludes Remington service centers in all periods presented.
Table 5
RAYOVAC CORPORATION
Reconciliation of GAAP Net Income to Adjusted EBITDA
For Fiscal Years Ended September 30, 2004 and 2003
(in millions)
F2004 F2003
GAAP Net Income $55.8 $15.5
Add back: Interest 65.7 37.2
Taxes 34.4 7.6
Depreciation and amortization 34.5 31.6
Special Charges / Other:
Restructuring and related charges 11.4 32.6
Discontinued Operations 0.4 -
Retailer repricing programs - 6.2
Write-off of unamortized debt issue costs - 3.1
Minority interest (0.1) -
Adjusted EBITDA $202.1 $133.8
SOURCE Rayovac Corporation
-0- 11/10/2004
/CONTACT: Nancy O'Donnell of Rayovac Corporation, +1-770-829-6208/
/Web site: http://www.rayovac.com /
(ROV)
CO: Rayovac Corporation
ST: Georgia
IN: CHM
SU: ERN ERP