-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U9F0pAczZIdMNh8XDbRHLhYJUO3PtBN0d59FUlcnzgq1DsFfz/lXkqhxVsMxOBb/ 4lkpgLeYa87stjRDU9h/HA== 0001104659-04-003437.txt : 20040211 0001104659-04-003437.hdr.sgml : 20040211 20040211112220 ACCESSION NUMBER: 0001104659-04-003437 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040211 ITEM INFORMATION: FILED AS OF DATE: 20040211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INDUSTRIES CORP CENTRAL INDEX KEY: 0001083200 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 431025604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-76055 FILM NUMBER: 04584491 BUSINESS ADDRESS: STREET 1: 8825 PAGE BOULEVARD CITY: ST LOUIS STATE: MO ZIP: 63114 BUSINESS PHONE: 3144270780 MAIL ADDRESS: STREET 1: 8825 PAGE BOULEVARD CITY: ST LOUIS STATE: MO ZIP: 63114 8-K 1 a04-2186_18k.htm 8-K

 

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 (Date of earliest event reported): February 11, 2004

 


 

United Industries Corporation

(Exact name of registrant as specified in its charter)

 

 

 

333-76055

(Commission File Number)

 

Delaware

 

43-1025604

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

2150 SCHUETZ ROAD
ST. LOUIS, MISSOURI 63146

(Address of principal executive offices, with zip code)

 

 

 

(314) 427-0780

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 



 

Item 12.  Results of Operations and Financial Condition.

 

On February 11, 2004, United Industries Corporation issued a press release announcing its earnings for the fourth quarter and year ended December 31, 2003. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

 

The information, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.  The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, United Industries Corporation has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

UNITED INDUSTRIES CORPORATION,

 

 

Registrant

 

 

 

 

Dated: February 11, 2004

By:

/s/ Daniel J. Johnston

 

 

Name:

Daniel J. Johnston

 

Title:

Executive Vice President,
Chief Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated February 11, 2004

 

4


EX-99.1 3 a04-2186_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

NEWS

 

 

 

FOR IMMEDIATE RELEASE

 

 

 

UNITED INDUSTRIES ANNOUNCES RECORD ANNUAL REVENUES AND OPERATING INCOME

 

ST. LOUIS, February 11, 2004 — Conducting business as Spectrum Brands, United Industries Corporation (United or the Company), today announced record revenues and operating income for the year ended December 31, 2003.  Net sales increased 11.7% from the year ended December 31, 2002, while operating income improved by 16.5% for the same period, both key indicators of the Company’s continued growth and profitability.

 

Bob Caulk, United’s Chairman and CEO, stated, “We are pleased with our annual financial results, which reflect the significant growth and success we’ve experienced over the past couple of years.  This year, we have accomplished a number of important initiatives that are expected to benefit us well into the future.  We continued to integrate our recent acquisitions to further gain operational efficiencies.  We managed through a difficult sales season driven by a cold, wet spring.  Retailer de-stocking further compounded these challenges.  Despite the impact this had on shipments, we’ve been encouraged by consumer takeaway levels, which indicate we performed well from a competitive perspective.”

 

Comparing results for the three months ended December 31, 2003 with the three months ended December 31, 2002, United’s results were as follows: net sales decreased 0.1% to $47.3 million from $47.8 million, operating loss increased 21.7% to $11.2 million from $9.2 million and net income increased to $83.9 million from a net loss of $11.7 million, respectively.  Comparing results for the year ended December 31, 2003 with the year ended December 31, 2002, United’s results were as follows: net sales increased 11.7% to $536.1 million from $480.0 million, operating income increased 16.5% to $71.3 million from $61.2 million and net income increased to $117.9 million from $25.3 million, respectively.

 

Dan Johnston, United’s CFO, added, “Due to the seasonal nature of our business, the fourth quarter, on a stand-alone basis, is generally a net loss quarter due to it being our seasonal low point.  Likewise, from an EBITDA perspective, the fourth quarter generates negative cash flow as our fixed costs typically outweigh our margin for the period.  For the year ended December 31, 2003, our EBITDA was $85.5 million, nearly a 20% increase over last year’s results.  While this growth is less than what we had planned, we are pleased that we have been able to manage the business to its current level of profitability.  This profitability in 2003, combined with our anticipated growth for 2004, contributed to the unusual jump in our net income by requiring us to evaluate the need for the valuation allowance associated with certain of our deferred tax accounts.  As a result of this review, we determined it is no longer necessary to carry this reserve and, accordingly, we released the entire valuation allowance of $104.1 million, which more than offset our current year federal income tax expense, increasing both our stockholders’ equity and full year net income.  It is important to note that this adjustment is a financial reporting change and does not impact the amount of federal income taxes currently payable.”

 

From a liquidity perspective, fourth quarter 2003 earnings before interest, income taxes, depreciation and amortization, or EBITDA, improved 5.6% to an EBITDA loss of $6.7 million for the fourth quarter of 2003 compared to an EBITDA loss of $7.1 million for the fourth quarter of 2002.  For the year ended December 31, 2003, EBITDA increased 19.7% to $85.5 million from $71.4 million for the year ended December 31, 2002.  EBITDA information presented herein cannot be directly compared to that presented in the Company’s press releases issued during 2002, as new financial reporting rules prohibit the inclusion of certain non-cash expenses in the calculation of EBITDA. Furthermore, EBITDA is not defined by generally

 



 

accepted accounting principles (GAAP) and may not be comparable to other similarly titled measures reported by other companies.  A reconciliation of EBITDA to GAAP measures and other detailed financial information is included in the attached addendum.  The unaudited pro forma consolidated results of operations contained therein are presented to illustrate the potential operating results that might possibly have been achieved had the merger with Schultz Company and the acquisition of WPC Brands been completed as of January 1, 2002, but do not purport to be indicative of the operating results that would definitely have been achieved had those transactions been completed as of such date or which may be achieved in the future.

 

About United

 

United Industries Corporation, dba Spectrum Brands, is the leading manufacturer and marketer of value-oriented products for the consumer lawn and garden care and insect control markets in the United States and offers one of the broadest lines in the industry under a variety of brand names.  The Company’s household brands include Hot ShotÒ, CutterÒ and RepelÒ. The Company’s lawn and garden brands include SpectracideÒ, SpectracideÒ TriazicideÒ, SpectracideÒ TerminateÒ, Garden SafeÔ, Real-KillÒ and No-PestÒ in the controls category as well as Sta-GreenÒ, VigoroÒ, Schultz, PetersÒ, BandiniÒ and BestÒ brands in the lawn and garden fertilizer and organic growing media categories.

 

Certain statements in this press release regarding our business, with the exception of historical facts, may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21G of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties, many of which are beyond our control.  When, and if, used herein, the words “will,” “should,” “believe,” “plan,” “may,” “strategies,” “goals,” “anticipate,” “indicate,” “intend,” “determine,” “estimate,” “expect,” “project,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.  All forward-looking statements apply only as of the date they are disclosed and are based on the Company’s expectations at that time.  Actual results could differ materially from these statements as a result of weather conditions, our retailer line item reviews, the loss of customers or product listings, changes in external competitive market factors, unanticipated changes in the financial performance of us, our customers, our industry or the economy in general, public perception regarding the safety of our products, as well as various other factors described in our filings with the U.S. Securities and Exchange Commission.  We do not undertake any obligation to update or revise publicly any forward-looking statements made by us or on our behalf, whether as a result of new information, future events or otherwise. Although we believe that our plans, intentions and expectations reflected in or suggested by any forward-looking statements we make herein are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved.

 

(Bloomberg Symbol: 14496Z)

 

Contact:

 

Daniel J. Johnston

 

 

United Industries Corporation

 

 

(314) 427-0780

 

#                                                                                                                                         #< font size="1" style="font-size:3.0pt;">                                                                                                                                         #

 



 

United Industries Corporation and Subsidiaries

Unaudited Consolidated Statements of Operations

(Dollars in thousands)

 

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

47,312

 

$

47,786

 

$

536,146

 

$

479,990

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

30,936

 

30,961

 

328,238

 

305,644

 

Selling, general and administrative expenses

 

27,543

 

26,019

 

136,642

 

113,162

 

Total operating costs and expenses

 

58,479

 

56,980

 

464,880

 

418,806

 

Operating income (loss)

 

(11,167

)

(9,194

)

71,266

 

61,184

 

Interest expense, net

 

8,588

 

7,819

 

36,213

 

32,410

 

Income (loss) before income tax expense (benefit)

 

(19,755

)

(17,013

)

35,053

 

28,774

 

Income tax expense (benefit)(1)

 

(103,678

)

(5,350

)

(82,851

)

3,438

 

Net income (loss)

 

$

83,923

 

$

(11,663

)

$

117,904

 

$

25,336

 

 


(1) We fully reversed the $104.1 million valuation allowance associated with our deferred tax assets during the fourth quarter of 2003.  The valuation allowance reversal is a result of management’s determination that a 50% valuation allowance against certain of our deferred tax assets is no longer required.  This determination is based upon our improved operating results, primarily from increased profitability in 2003 compared with 2002, and analysis of other relevant factors which, when reviewed in the aggregate, lead us to believe that we will more likely than not fully utilize the benefit of such deferred tax assets. 

 

However, due to our ability to utilize these deferred tax assets, which result primarily from certain net operating loss carryforwards that were generated in 1999 through 2003 and tax-deductible goodwill recorded in connection with our recapitalization in 1999, we do not expect the valuation allowance reversal or the change in our effective income tax rate to result in an increase in cash paid for income taxes for the next several years.

 

Addendum to United Industries Corporation Earnings Release

Three Months and Year Ended December 31, 2003

 

1



 

United Industries Corporation and Subsidiaries

Unaudited Other Consolidated Financial Data

(Dollars in thousands)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

EBITDA(1):

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

83,923

 

$

(11,663

)

$

117,904

 

$

25,336

 

Interest expense, net

 

8,588

 

7,819

 

36,213

 

32,410

 

Income tax expense (benefit)

 

(103,678

)

(5,350

)

(82,851

)

3,438

 

Depreciation and amortization

 

4,510

 

2,109

 

14,245

 

10,240

 

EBITDA(1)

 

$

(6,657

)

$

(7,085

)

$

85,511

 

$

71,424

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of EBITDA(1) to net cash flows from operating activities(2):

 

 

 

 

 

 

 

 

 

EBITDA(1)

 

$

(6,657

)

$

(7,085

)

$

85,511

 

$

71,424

 

Interest expense less amortization

 

(7,977

)

(6,516

)

(30,855

)

(29,130

)

Net change in operating assets and liabilities

 

(15,112

)

(16,241

)

(37,390

)

(4,079

)

Net cash flows from operating activities

 

$

(29,746

)

$

(29,842

)

$

17,266

 

$

38,215

 

 


(1) EBITDA represents income before net interest expense, income tax expense, depreciation and amortization.  We have included information concerning EBITDA as we believe certain investors use it as one measure of our historical ability to fund operations and meet our financial obligations.  However, EBITDA is not presented to represent cash flows from operating activities as defined by accounting principles generally accepted in the United States (GAAP), nor does management recommend that it be used as an alternative to, or superior measure of, operating income as an indicator of our operating performance or cash flow as a measure of liquidity or our ability to meet our financial obligations.  We have provided a reconciliation of EBITDA to cash flows from operating activities since we believe it to be the most directly comparable measure under GAAP.  In addition, our definition of EBITDA may not be comparable to that reported by other companies.

 

(2) This information is presented to reconcile EBITDA, a non-GAAP measure, to net cash flows from operating activities, the most directly comparable GAAP measure, in accordance with Regulation G issued by the U.S. Securities and Exchange Commission.

 

Addendum to United Industries Corporation Earnings Release

Three Months and Year Ended December 31, 2003

 

2



 

United Industries Corporation and Subsidiaries

Unaudited Consolidated Balance Sheets

(Dollars in thousands)

 

 

 

December 31,

 

 

 

2003

 

2002

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

11,413

 

$

10,318

 

Accounts receivable, net

 

29,890

 

23,321

 

Inventories

 

96,795

 

87,762

 

Prepaid expenses and other current assets

 

15,141

 

11,350

 

Total current assets

 

153,239

 

132,751

 

 

 

 

 

 

 

Equipment and leasehold improvements, net

 

37,153

 

34,218

 

Deferred tax asset

 

186,562

 

105,141

 

Goodwill and intangible assets, net

 

95,493

 

100,868

 

Other assets, net

 

9,897

 

13,025

 

Total assets

 

$

482,344

 

$

386,003

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities of long-term debt and capital lease obligation

 

$

1,349

 

$

9,665

 

Accounts payable

 

29,774

 

27,063

 

Accrued expenses

 

39,574

 

45,221

 

Total current liabilities

 

70,697

 

81,949

 

 

 

 

 

 

 

Long-term debt, net of current maturities

 

387,657

 

391,493

 

Capital lease obligation, net of current maturities

 

3,191

 

3,778

 

Other liabilities

 

3,256

 

5,019

 

Total liabilities

 

464,801

 

482,239

 

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

17,543

 

(96,236

)

Total liabilities and stockholders’ equity (deficit)

 

$

482,344

 

$

386,003

 

 

Addendum to United Industries Corporation Earnings Release

Three Months and Year Ended December 31, 2003

 

3



 

United Industries Corporation and Subsidiaries

Unaudited Pro Forma Consolidated Statements of Operations (1)

(Dollars in thousands)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

47,312

 

$

49,086

 

$

536,146

 

$

556,476

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

30,930

 

31,900

 

326,975

 

358,659

 

Selling, general and administrative expenses

 

27,543

 

27,937

 

136,642

 

130,665

 

Total operating costs and expenses

 

58,473

 

59,837

 

463,617

 

489,324

 

Operating income (loss)

 

(11,161

)

(10,751

)

72,529

 

67,152

 

Interest expense, net

 

8,588

 

8,263

 

36,213

 

34,933

 

Income (loss) before income tax expense (benefit)

 

(19,749

)

(19,014

)

36,316

 

32,219

 

Income tax expense (benefit)

 

(103,678

)

(6,030

)

(82,851

)

5,948

 

Net income (loss)

 

$

83,929

 

$

(12,984

)

$

119,167

 

$

26,271

 

 


(1)  Pro forma results for the three months and year ended December 31, 2002 reflect the merger with Schultz Company and the acquisition of WPC Brands, Inc. as if the transactions had closed on January 1, 2002.  In addition, the pro forma results include adjustments for additional interest, amortization and income tax expense that would have been recorded if the transactions had closed on such date.  For comparative purposes, for the three months ended December 31, 2002, pro forma net sales exceeded actual net sales by $1.3 million and pro forma net loss exceeded actual net loss by $1.3 million.  For the year ended December 31, 2002, pro forma net sales exceeded actual net sales and pro forma net income exceeded actual net income by $76.5 million and $0.9 million, respectively.

 

The unaudited pro forma financial information for the three months and year ended December 31, 2002 is presented for informational purposes only and does not purport to be indicative of the consolidated results of operations that would have actually been achieved had these transactions, in fact, been completed as of January 1, 2002 or which may be obtained in the future.  The unaudited pro forma financial information for the three months and year ended December 31, 2003 reflect actual results for such periods but also include pro forma adjustments of less than $0.1 million and $1.3 million, respectively, to exclude a charge to cost of goods sold related to the write-up of inventory to fair value in the acquisition of WPC Brands in December 2002.  Such charges will not recur beyond 2003.  See page 1 of this addendum to earnings release for actual operating results.

 

Addendum to United Industries Corporation Earnings Release

Three Months and Year Ended December 31, 2003

 

4



 

United Industries Corporation and Subsidiaries

Unaudited Pro Forma Other Consolidated Financial Data(1)

(Dollars in thousands)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

Pro Forma EBITDA:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

83,929

 

$

(12,984

)

$

119,167

 

$

26,271

 

Interest expense, net

 

8,588

 

8,263

 

36,213

 

34,933

 

Income tax expense (benefit)

 

(103,678

)

(6,030

)

(82,851

)

5,948

 

Depreciation and amortization

 

4,510

 

3,468

 

14,245

 

16,173

 

Pro Forma EBITDA

 

$

(6,651

)

$

(7,283

)

$

86,774

 

$

83,325

 

 


(1) Refer to footnote (1) on page 4 and footnotes (1) and (2) on page 2 of this addendum to earnings release for a description of the nature of the pro forma and EBITDA information presented.

 

Addendum to United Industries Corporation Earnings Release

Three Months and Year Ended December 31, 2003

 

5


GRAPHIC 4 g21861mmimage002.gif GRAPHIC begin 644 g21861mmimage002.gif M1TE&.#EAG``@`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"P` M````G``@`(4`````;U@K*$TO/$,U6#4X92\\>B4PBG=&0V-34&]"E1=.G"9: MHC1E04-Q1D%N:X5[>9!FJ4-QL%%]MF!PKJ&45#R?63J)O6Z?R<"W8S:BH;&@ MRHNLT)FXUZBOTLO":#3.;3+$WK;*R=+7U]W;Z]/?[>KE=R[G@#OHB$COJGWG M\N+O]O7___\!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,! M`@,!`@,!`@,!`@,!`@,!`@,!`@,&_T"6<$@L&H_(I'+);#J?T*AT2JU:K]BL M=LOM>K_@L'A,+IO/Z+1ZS6Z[MP=#P>`H7(2=Q;S`4-R)"G0%"P8+"B)$)`P% M`02,!B4,!H4*!8.#@2(1`0X*#@L.?T(+I$8,$@M#&@H*J4:3"Q1"(+0F)B"W MMKFXM+6W8`8`<@8!?$(2`(.D<@6(0GN!A@$=0PR.DWR!+`R&!966WPP=I8I11/%!A%"'R8?(!DF&1__`.+*`.+#OG\9OD08-$2%BFH& M)A`AY&"(MR02YFQ@$L!=D6!$5*C;R,*21R)\"E@,)N?C'@GX"AK31X#]^ M!F5Z#;OOX)=%!E8N,-$`$B1,8'!*2$=J32:]PEJ"1`1S MZ88R;2JDT`H2`["JN%@R+HN#,_-9:%"A>`.R^?Z%6=#Q&H9CCD0S:%2@1+IV MEF0[,/"\26YVP^1T3&J2G:250BI1(\S7-XJ`#08(`$!_/GT`\XE7^'!B#-OR MVYADEP*&#=$1$G*0Q,0(,`=J2F%%1%'H">&`(_(,T0$!L+$P3H%Z!.+! MA1P*R,PUCMBUQQQ`?G$!C2(TJ=932A10$1+(%$!C$K2A9.,H=F!HDG6U67+B M."YJQ6!GSSBYAWC,B'>-)6-N08P6.-"!@AA""%J`82-"* M):2A"1&%>;%`0BN+&E*(I2Q,4.80%TS*`F'/*[BB M@9-IL0`!`O<-$*+``H=HWP/JHD'`1@N45L!SGU3S9D8#^*8`-:JQ4,)V)5VP M$9KBCAARP/,F)`D<*@=]]!/Q< MW\CT"6RR&904P`$B=0I!P04&>*``3%!?#``'];Y9VP9Y,%"QSR*'/>+1912P M8B<<;B#C'86$%RQ#CF[TG1`D$&"K2#")/*[(!5M(]A@&4#-K21MQ,X(E:'H9 M@3:4FET25AL0&&\Z$HG8M\$C&OVW&'@N(()/*K*@`25;;F,BC#]2<^T<)W;$ =IUIB"QRTB.-N;A#[[;CGKOONO/?N^^_`XQX$`#L_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----