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:
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September
7, 2005
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(Date
of earliest event reported)
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SPECTRUM
BRANDS, INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Wisconsin
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001-13615
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22-2423556
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(State
or other Jurisdiction of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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Six
Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
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Six
Concourse Parkway, Suite 3300,
Atlanta, Georgia 30328
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(Address
of principal executive offices, including zip code)
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(770)
829-6200
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(Registrant's
telephone number, including area
code)
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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□
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Soliciting
material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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□
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Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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
September 7, 2005, Spectrum Brands, Inc. issued a press release discussing
its
estimated financial results for its fourth fiscal quarter ending September
30,
2005 and for its fiscal year 2006. 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 September 7, 2005 issued by Spectrum Brands,
Inc.
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: September 7, 2005 | SPECTRUM BRANDS, INC. | |
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| By: | /s/ Kent J. Hussey | |
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Name: Kent J. Hussey |
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| Title: President and Chief Operating Officer | ||
EXHIBIT
INDEX
Exhibit Description
99.1
Press
Release dated September 7, 2005 issued by Spectrum Brands, Inc.
Spectrum
Brands Lowers Expectations for Fourth Quarter and Fiscal 2006 Financial
Results
ATLANTA, September
7, 2005 - (NYSE: SPC) -- Spectrum Brands, Inc. announced today that earnings
for
its fourth quarter ending September 30, 2005 will be substantially lower than
the guidance it provided earlier in the year. The company indicated that it
expects to report fourth quarter pro forma diluted earnings per share between
ten and fifteen cents when actual results are announced
on November 10, 2005. (See table below for reconciliation of pro forma
numbers to GAAP results.)
According
to the company, two primary factors contributed to revenue and earnings coming
in below expectations. First, consumer demand appears softer this quarter across
many of Spectrum Brands' product categories. This trend is reflected in
lower-than-expected battery sales in Europe, a weak end to the lawn and garden
season in North America, especially in the insect repellant category, and a
deceleration of the historically strong sales growth in the global pet supply
category. North American battery sales will decline compared with last year,
as
expected, due to the ongoing transition to the new Rayovac marketing program
combined with high inventory levels at retail. The slight uptick in sales
expected from battery and flashlight sales in hurricane-impacted regions this
quarter will not offset the expected sales decline in this segment. Overall,
fourth quarter global revenue is forecast to be essentially flat with last
year's results adjusted to include all acquisitions. Secondly, raw materials
cost increases have accelerated recently in oil and natural gas, negatively
impacting urea, plastics and packaging materials and transportation
costs.
"We
are
in the process of reviewing our operating cost structure on a global basis
for
opportunities to right-size our business and protect margins," said Dave Jones,
Spectrum Brands chairman and chief executive officer. "In addition, we are
working to accelerate plans to capture the synergy opportunity we've identified
with our recent acquisitions. However, at this point we remain cautious about
the outlook for improvement in consumer spending trends and believe it prudent
to lower our expectations for fiscal 2006 pro forma EPS to a range of $2.50
to
$2.65."
"Though
this retail softness and its impact on our business are disappointing, Spectrum
Brands is well positioned in the marketplace across a number of consumer product
categories with healthy long-term prospects," Jones continued. "We continue
to
believe that our long term strategy of diversification combined with organic
growth is the right one."
Kent
Hussey, Spectrum Brands president and chief operating officer, will be speaking
at the Prudential Equity Group's Back-To-School Consumer Conference on Thursday,
September 8, at 12:45 pm EDT. A live webcast of his presentation will be
available through the company's website at www.spectrumbrands.com.
Non-GAAP
Measurements
See
attached table, “Reconciliation of GAAP to Pro Forma EPS Guidance,” for a
reconciliation of diluted EPS on a GAAP basis to pro forma diluted EPS. The
company also maintains a reconciliation of GAAP financial reporting to pro
forma
results in the Investor Relations section of its website, which may be found
at
www.spectrumbrands.com.
Spectrum
Brands management and certain investors use pro forma results of operations
as
one means of analyzing the company’s current and future financial performance
and identifying trends in its financial condition and results of operations.
Spectrum Brands provides pro forma information to investors to assist in
meaningful comparisons of past, present and future operating results and to
assist in highlighting the results of on-going core operations. Management
believes these pro forma results provide useful supplemental information.
However, pro forma results are not intended to replace the company’s GAAP
financial results and should be read in conjunction with those GAAP
results.
About
Spectrum Brands, Inc.
Spectrum
Brands (formerly Rayovac Corporation) is a global consumer products company
and
a leading supplier of batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insecticides, personal care
products and portable lighting. Spectrum Brands’ products are sold by the
world’s top 25 retailers and are available in more than one million stores in
120 countries around the world. Headquartered in Atlanta, Georgia, Spectrum
Brands generates approximately $2.8 billion in annualized revenues and has
approximately 10,000 employees worldwide. The company’s stock trades on the New
York Stock Exchange under the symbol SPC.
For
more
information on Spectrum Brands, visit www.spectrumbrands.com.
Forward
Looking Statements
Certain
matters discussed in this news release, with the exception of historical
matters, may be forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are subject to a
number of risks and uncertainties 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 Spectrum Brands offers, (3) changes in the
general economic conditions where Spectrum Brands does business, such as stock
market prices, interest rates, currency exchange rates, inflation and raw
material costs, (4) the company’s ability to successfully implement
manufacturing, distribution and other cost efficiencies and (5) various other
factors, including those discussed herein and those set forth in Spectrum
Brands’ securities filings, including the most recently filed Form S-4, Annual
Report on Form 10-K and quarterly reports on Form 10-Q.
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2
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#
#
#
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Investor
Contact:
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Media
Contact:
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Nancy
O’Donnell
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Dave
Doolittle
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VP
Investor Relations
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Ketchum
for Spectrum Brands
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770-829-6208
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404-879-9266
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david.doolittle@ketchum.com
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Table
1
Reconciliation
of GAAP to Pro Forma EPS Guidance
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Q4
2005
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FY
2006
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GAAP
Diluted EPS
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$0.02
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$0.05
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$2.20-$2.35
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Inventory
Valuation Adjustments, net of tax
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$0.02
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$0.02
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--
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Restructuring
and Related charges, net of tax
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$0.06
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$0.08
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$0.27-$0.32
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Pro
Forma Diluted EPS
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$0.10
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$0.15
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$2.50-$2.65
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Weighted
Average Shares Outstanding
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51.3
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51.3
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52.0
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3
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