UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
February 1, 2006
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(Date of earliest event reported)
SPECTRUM BRANDS, INC.
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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 File No.) (IRS Employer
of Incorporation) 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)
N/A
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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))
EXPLANATORY NOTE
The Registrant's Current Report on Form 8-K/A (Amendment No. 1) is being
amended by this Amendment No. 2 solely to correct the unintentional omission of
the date and conformed signature of the Company's Executive Vice President and
Chief Financial Officer on the signature page. In the original Form 8-K/A
(Amendment No. 1) filed on August 31, 2006, the date was omitted and a
conformed signature was not included in the signature block. No other
information or amounts are amended hereby.
Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
As previously reported, in order to assist the Company's shareholders to better
understand the impact of the Company's recent acquisitions and dispositions on
its ongoing business, beginning on January 26, 2006 the Company made available
on the Investor Relations section of its website certain supplementary
information representing the Company's quarterly results for the fiscal year
ended September 30, 2005, as adjusted to include the results of acquired
businesses and to exclude the results of disposed businesses, along with a
reconciliation of these non-GAAP results to financial results presented in
accordance with U.S. generally accepted accounting principles. This
supplementary information is attached hereto in its entirety as Exhibit 99.1
and incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Exhibit
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99.1 Supplemental financial information issued by Spectrum Brands,
Inc. on February 1, 2006.
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: August 31, 2006 SPECTRUM BRANDS, INC.
By: /s/ Randall J. Steward
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Name: Randall J. Steward
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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99.1 Supplemental financial information issued by Spectrum
Brands, Inc. on February 1, 2006.
Exhibit 99.1
Spectrum Brands Inc.
Financial Data Adjusted to Include Results of Acquisitions (Unaudited)
Excluding Nu-Gro Discontinued Operations
The following unaudited adjusted financial data for the four quarters and year
ended September 30, 2005 assume all acquisitions completed by Spectrum Brands
during the year ended September 30, 2005 were completed on October 1, 2004.
Specifically, this includes the acquisition of United Industries Inc.
("United"), completed by Spectrum Brands on February 7, 2005, the acquisition
of Tetra Holding GmbH ("Tetra"), completed by Spectrum Brands on April 29,
2005, the acquisition of Jungle Laboratories ("Jungle"), completed by Spectrum
Brands on September 1, 2005, and the acquisition of Firstrax, completed by the
United Pet Group ("UPG") on February 1, 2005.
The data also excludes the results of operations for the Nu-Gro Pro and Tech
business that Spectrum Brands classified as an asset held for sale as of
September 30, 2005. This business was disposed of by sale in January 2006.
Amounts excluded are based upon internal financial information prepared by
management.
The information also gives effect to certain adjustments described in the
accompanying notes.
In addition, interest expense has been adjusted to reflect interest expense we
estimate would be incurred by the Company had all acquisitions occurred on
October 1, 2004 and the sale of the Nu-Gro Pro and Tech business had occurred
on October 1, 2004, with the proceeds from the sale applied to reduce
approximately $80 million in outstanding debt.
Our capital structure has also been adjusted as if the issuance of 13.75
million shares of our common stock, which actually occurred on February 7, 2005
in connection with the United acquisition, had occurred on October 1, 2004.
Earnings per share calculations presented in the accompanying unaudited
adjusted financial data reflect this adjusted capital structure.
The effective tax rate for the periods presented is adjusted to 35%.
The adjusted financial data makes no adjustments to estimate the impact of
synergies we expect to achieve from the integration of the acquired companies.
This report includes certain non-GAAP (Generally Accepted Accounting
Principles) financial measures, which are defined as numerical measures of a
company's financial performance, financial position or cash flows that exclude
(or include) amounts that are included in (or excluded from) the most directly
comparable measures calculated and presented in accordance with GAAP in the
Company's financial statements. This comparable information is provided solely
for the purpose of additional analysis of the results of the Company. The data
is presented for informational purposes only and is not intended to be in
conformity with the rules governing the preparation of pro forma financial
information, nor is it intended to be a forecast of future operating results.
The non-GAAP financial measure utilized by the Company herein includes a
presentation of diluted earnings per share that includes or excludes the effect
of acquisitions, discontinued operations, the closings of selected facilities,
fixed asset write-downs, litigation settlements, non-recurring income tax
adjustments and other similar events. Spectrum Brands management and some
investors use adjusted diluted earnings per share 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
adjusted diluted earnings per share 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. While management believes
this adjusted financial data provides useful supplemental information, it is
not intended to replace the company's GAAP financial results and should be read
in conjunction with those GAAP results.
Spectrum Brands, Inc.
Net Income and Earnings Per Share Adjusted to Include Results of Acquisitions
(Unaudited)
Excluding Nu-Gro Discontinued Operations
For the Quarters Ended January 2, 2005, April 3, 2005, July 3, 2005 and September 30, 2005,
and for the Full Year Ended September 30, 2005
(in thousands)
Quarter Ended Quarter Ended Quarter Ended Quarter Ended Full Year Ended
January 2, 2005 April 3, 2005 July 3, 2005 September 30, 2005 September 30, 2005
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Net Income (Loss), as Reported $ 27,929 (a) $ (1,931) (a) $ 23,711 (a) $ (2,877) (b) $ 46,832 (c)
Impact of Acquisitions (d) (956) (2,265) 5,171 594 2,544
Impact of Excluding Nu-Gro
Pro & Tech (e) (2,181) (3,446) (4,448) (1,275) (11,350)
Other Changes
(9,847) (f) 28,788 (g) 13,796 (h) 8,881 (i) 41,618
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Net Income (Loss), as Adjusted $ 14,945 $ 21,146 $ 38,230 $ 5,323 $ 79,644
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Diluted Shares Outstanding,
as Reported 35,540 43,222 51,086 51,207 45,631
Diluted Earnings (Loss) Per
Share, as Reported $ 0.79 $ (0.04) $ 0.46 $ (0.06) $ 1.03
Diluted Shares Outstanding,
as Reported 35,540 43,222 51,086 51,207 45,631
Adjustment to Shares
Outstanding (j) 13,750 7,181 - - 4,897
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Diluted Shares Outstanding,
as Adjusted 49,290 50,403 51,086 51,207 50,528
Diluted Earnings Per Share,
as Adjusted $ 0.30 $ 0.42 $ 0.75 $ 0.10 $ 1.58
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(a) - Net Income (Loss) as obtained from the Company's 10-Q report for the respective three month period.
(b) - Net Loss as obtained from the Company's 4th Quarter Press Release issued November 10, 2005.
(c) - Net Income as obtained from the Company's Form 10-K report for the year ended September 30, 2005.
(d) - Includes the net income for the respective period for the following:
o United, from its Unaudited Consolidated Statement of Operations for the period prior to the
February 7, 2005 acquisition date.
o Tetra, from its Unaudited Consolidated Statement of Operations for the period prior to the
April 29, 2005 acquisition date.
o Firstrax, from its Unaudited Consolidated Statement of Operations for the period prior to the
February 1, 2005 acquisition date.
o Jungle, from its Unaudited Consolidated Statement of Operations for the period prior to the
September 1, 2005 acquisition date.
(e) - Excludes the unaudited net income of the Nu-Gro Corporation's Pro and Tech business for the
respective period. Nu-Gro's Pro and Tech business was disposed of by sale in January 2006.
Excluded results of the Pro and Tech business were calculated by management.
(f) - Comprises a $1.9 million charge for the fair value adjustment applied to UPG inventory,
acquired in United's acquisition of UPG on July 30, 2004, a $1.1 million charge related to
the disposal of Spectrum Brands property in Wisconsin, $0.4 million in transaction costs
incurred by United in connection with its acquisition of UPG, $0.5 million of executive
recruiter fees incurred by United during the quarter and a $1.8 million reduction in
amortization expense as a result of Spectrum Brands' acquisitions of United, Tetra, Firstrax
and Jungle. These amounts are offset by a $1.6 million gain on the sale of Spectrum Brands
property in Mexico. Also includes an increase to interest expense of $22.3 million associated
with the debt issued and refinanced in connection with the acquired companies. Such debt and
resulting interest expense has been reduced as a result of applying the net proceeds from the
sale of the Nu-Gro Pro and Tech businesses as if such sale occurred on October 1, 2004.
Lastly, includes an adjustment to reduce income tax expense by $8.3 million to arrive at an
adjusted 2005 effective tax rate of 35 percent.
(g) - Comprises a $27.7 million charge for the fair value adjustment applied to United's acquired
inventory, $12.3 million of non-recurring transaction related costs incurred by United in
January 2005, Spectrum Brands restructuring and related charges of $0.2 million incurred
during the quarter, a $0.3 million reduction in amortization expense as a result of Spectrum
Brands' acquisitions of United, Tetra, Firstrax and Jungle and $12.0 million of debt issuance
costs related to the debt refinancing that occurred in connection with Spectrum Brands'
acquisition of United. Also includes an increase to interest expense of $11.1 million
associated with the debt issued and refinanced in connection with the acquired companies. Such
debt and resulting interest expense has been reduced as a result of applying the net proceeds
from the sale of the Nu-Gro Pro and Tech businesses as if such sale occurred on October 1,
2004. Lastly, includes an adjustment to increase income tax expense by $12.6 million to arrive
at an adjusted 2005 effective tax rate of 35 percent.
(h) - Comprises a $1.6 million charge for the fair value adjustment applied to United's acquired
inventory, a $5.7 million charge for the fair value adjustment applied to Tetra's acquired
inventory, restructuring and related charges of $7.8 million incurred by Spectrum Brands
during the quarter in connection with the closure of a manufacturing facility in France and
restructuring and related charges of $7.3 million incurred during the quarter in connection
with Spectrum Brands' integration of United's operations. Also includes an increase to
interest expense of $0.2 million associated with the debt issued and refinanced in connection
with the acquired companies. Such debt and resulting interest expense has been reduced as a
result of applying the net proceeds from the sale of the Nu-Gro Pro and Tech businesses as if
such sale occurred on October 1, 2004. Lastly, includes an adjustment to increase income tax
expense by $8.4 million to arrive at an adjusted 2005 effective tax rate of 35 percent.
(i) - Comprises a $2.3 million charge for the fair value adjustment applied to Tetra's acquired
inventory, a $0.3 million charge for the fair value adjustment applied to Jungle's acquired
inventory, restructuring and related charges of $2.7 million incurred by Spectrum Brands
during the quarter primarily in connection with the closure of a manufacturing facility in
France and restructuring and related charges of $8.3 million incurred during the quarter
primarily in connection with Spectrum Brands' integration of United's operations. Also
includes an adjustment of $1.1 million for decreased interest expense as a result of applying
the proceeds from the sale of the Nu-Gro Pro and Tech businesses to reduce outstanding debt.
Lastly, includes an adjustment to increase income tax expense by $5.8 million to arrive at an
adjusted 2005 effective tax rate of 35 percent.
(j) - Increase to weighted shares outstanding due to the assumed issuance of 13.75 million shares
of Spectrum Brands common stock on October 1, 2004.