10-Q 1 a2063873z10-q.htm 10-Q Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)


/x/
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from                to               

Commission File No. 333-76055

UNITED INDUSTRIES CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)		   43-1025604
(I.R.S Employer Identification No.)

8825 Page Boulevard
St. Louis, Missouri 63114
(Address of principal executive office, including zip code)
(314) 427-0780
(Registrant's telephone number, including area code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

    As of September 30, 2001, the Registrant had 27,721,000 Class A voting and 27,721,000 Class B non-voting shares of common stock outstanding and 15,000 non-voting shares of Class A preferred stock outstanding.


PART 1
FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED INDUSTRIES CORPORATION

BALANCE SHEETS

SEPTEMBER 30, 2001 AND 2000, AND DECEMBER 31, 2000

(Dollars in thousands)

(Unaudited)

 
   September 30,
   September 30,
   December 31,
  
 
   2001
   2000
   2000
  
ASSETS                    
Current assets:                    
Cash and cash equivalents   $ —   $ 17,146   $ —  
Accounts receivable (less allowance for doubtful accounts of $843 and $875 at September 30, 2001 and 2000 and $777 at December 31, 2000)     36,855     31,376     19,944  
Inventories     33,779     31,799     47,007  
Prepaid expenses     4,777     2,666     6,357  
   
 
 
 
  Total current assets     75,411     82,987     73,308  
Equipment and leasehold improvements, net     24,223     25,871     24,736  
Deferred income tax     116,763     116,268     116,763  
Other assets     17,915     19,806     20,087  
   
 
 
 
  Total assets   $ 234,312   $ 244,932   $ 234,894  
   
 
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT                    
Current liabilities:                    
Current maturities of long-term debt and capital lease obligation   $ 5,699   $ 6,096   $ 5,675  
Accounts payable     13,146     11,789     18,625  
Accrued expenses     26,898     23,049     24,791  
Short -term borrowings     —     15,000     15,000  
   
 
 
 
  Total current liabilities     45,743     55,934     64,091  
Long-term debt     321,039     349,125     329,000  
Capital lease obligation     4,329     5,261     4,626  
Other liabilities     16,198     6,725     7,940  
   
 
 
 
  Total liabilities     387,309     417,045     405,657  
Stockholders' deficit                    
Common Stock (27.7 million shares of $0.01 par value Class A and 27.7 million $0.01 par value Class B)     554     554     554  
Preferred Stock (15,000 shares of $0.01 par value Class A )     —     —     —  
Warrants     2,784     —     2,784  
Additional paid-in capital     139,051     126,865     139,081  
Accumulated deficit     (291,993 )   (296,832 )   (310,482 )
Accumulated other comprehensive loss     (693 )   —     —  
Common stock held in grantor trust     (2,700 )   (2,700 )   (2,700 )
   
 
 
 
  Total stockholders' deficit     (152,997 )   (172,113 )   (170,763 )
   
 
 
 
  Total liabilities and stockholders' deficit   $ 234,312   $ 244,932   $ 234,894  
   
 
 
 

See accompanying notes to financial statements

2

UNITED INDUSTRIES CORPORATION

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

(Dollars in thousands)

(Unaudited)

 
   Three months ended September 30,
   Nine months ended
September 30,
 
   2001
   2000
   2001
   2000
Sales before promotion expense   $ 60,541   $ 51,080   $ 273,405   $ 263,134
Promotion expense     4,748     4,056     23,046     21,014
   
 
 
 
Net sales     55,793     47,024     250,359     242,120
   
 
 
 
Operating costs and expenses:                        
  Cost of goods sold     30,104     26,563     134,811     132,535
  Selling, general and administrative expenses     16,970     15,043     59,155     54,449
  Dursban related expenses (see note 9)     —     8,000     —     8,000
   
 
 
 
  Total operating costs and expenses     47,074     49,606     193,966     194,984
   
 
 
 
Operating income (loss)     8,719     (2,582 )   56,393     47,136
Interest expense     8,407     10,120     27,808     31,204
   
 
 
 
Income (loss) before provision for income taxes     312     (12,702 )   28,585     15,932
Income tax expense (benefit)     91     (5,120 )   8,375     1,243
   
 
 
 
Net income (loss)   $ 221   $ (7,582 ) $ 20,210   $ 14,689
   
 
 
 

See accompanying notes to financial statements.

3

UNITED INDUSTRIES CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

(Dollars in thousands)

(Unaudited)

 
   Nine months ended
September 30,
  
 
   2001
   2000
  
Cash flows from operating activities:              
  Net income   $ 20,210   $ 14,689  
  Adjustments to reconcile net income to net cash used by operating activities:              
    Non cash reduction of capital lease obligation     —     (1,182 )
    Depreciation and amortization     3,658     4,088  
    Amortization of deferred financing fees     2,018     1,779  
    Unrealized loss on interest rate swap, net of taxes     (693 )   —  
    Provision for deferred income tax expense     8,375     1,243  
    Changes in assets and liabilities:              
      Increase in accounts receivable     (16,911 )   (12,211 )
      Decrease in inventories     13,228     21,444  
      Decrease in prepaid expenses     1,580     835  
      Increase (decrease) in accounts payable and accrued expenses     294     (13,437 )
      Increase (decrease) in Dursban charge     (5,385 )   7,479  
      Decrease (increase) in other assets     6     (75 )
      Other, net     (148 )   —  
   
 
 
        Net cash provided by operating activities     26,232     24,652  
Investing activities:              
  Purchases of equipment and leasehold improvements     (2,998 )   (3,175 )
   
 
 
        Net cash used for investing activities     (2,998 )   (3,175 )

Financing activities:
 
 
 
 
 
 
 
  Transaction costs related to the redemption of treasury stock     —     (12,175 )
  Debt issuance costs     —     (924 )
  Proceeds from the issuance of debt     —     15,000  
  Repayment of borrowings on revolver and other debt     (23,234 )   (6,232 )
   
 
 
        Net cash used for financing activities     (23,234 )   (4,331 )
Net increase in cash and cash equivalents     —     17,146  
Cash and cash equivalents—beginning of period     —     —  
   
 
 
Cash and cash equivalents—end of period   $ —   $ 17,146  
   
 
 
  Noncash financing activity:              
          Execution of capital lease   $ —   $ 5,344  
          Dividends declared   $ 1,719   $ —  

See accompanying notes to financial statements.

4

UNITED INDUSTRIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

Note 1—Basis of presentation

    The accompanying unaudited financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K of United Industries Corporation (the "Company") for the year ended December 31, 2000.

Note 2—Inventories

    Inventories are as follows:

 
   September 30,
2001
   September 30,
2000
   December 31,
2000
  
Raw materials   $ 7,421   $ 7,715   $ 10,663  
Finished goods     27,593     25,071     37,343  
Allowance for obsolete and slow-moving inventory     (1,235 )   (987 )   (999 )
   
 
 
 
Total inventories   $ 33,779   $ 31,799   $ 47,007  
   
 
 
 

Note 3—Equipment and leasehold improvements, net

    Equipment and leasehold improvements are as follows:

 
   September 30,
2001
   September 30,
2000
   December 31,
2000
Machinery and equipment   $ 29,460   $ 27,514   $ 27,435
Office furniture and equipment     11,120     10,227     10,565
Automobiles, trucks and aircraft     6,156     6,412     6,067
Leasehold improvements     7,372     6,985     7,043
   
 
 
      54,108     51,138     51,110
Less: accumulated depreciation     29,885     25,267     26,374
   
 
 
    $ 24,223   $ 25,871   $ 24,736
   
 
 

5

Note 4-Other assets

    Other assets are as follows:

 
   September 30,
2001
   September 30,
2000
   December 31,
2000
  
Goodwill   $ 7,175   $ 7,988   $ 7,988  
Accumulated amortization     (1,510 )   (2,130 )   (2,175 )
   
 
 
 
      5,665     5,858     5,813  
   
 
 
 
Deferred financing fees     18,067     17,108     18,067  
Accumulated amortization     (6,429 )   (3,770 )   (4,411 )
   
 
 
 
      11,638     13,338     13,656  
   
 
 
 
Other     612     610     618  
   
 
 
 
Total other assets   $ 17,915   $ 19,806   $ 20,087  
   
 
 
 

Note 5-Accrued expenses

    Accrued expenses are as follows:

 
   September 30,
2001
   September 30,
2000
   December 31,
2000
Advertising and promotional   $ 10,513   $ 8,009   $ 5,520
Dursban charge     681     7,479     6,066
Interest     7,723     3,782     3,886
Cash overdraft     1,171     —     6,181
Dividend payable     2,039     —     320
Severence charges     205     952     1,010
Other     4,566     2,827     1,808
   
 
 
Total accrued expenses   $ 26,898   $ 23,049   $ 24,791
   
 
 

6

Note 6-Long-term debt and credit facilities

    Long-term debt is comprised of the following:

 
   September 30,
2001
   September 30,
2000
   December 31,
2000
  
Senior Credit Facility:                    
  Term Loan A   $ 41,511   $ 57,500   $ 48,430  
  Term Loan B     134,835     147,375     135,878  
  Revolving Credit Facility     —     15,000     15,000  
97/8% Series B Registered Senior Subordinated Notes     150,000     150,000     150,000  
   
 
 
 
      326,346     369,875     349,308  
Less portion due within one year     (5,307 )   (20,750 )   (20,308 )
   
 
 
 
Total long-term debt net of current portion   $ 321,039   $ 349,125   $ 329,000  
   
 
 
 

    The Senior Credit Facility was provided by NationsBank, N.A., Morgan Stanley Senior Funding, Inc. and CIBC Inc. and consists of (i) a $80,000 revolving credit facility (the "Revolving Credit Facility"); (ii) a $75,000 term loan facility ("Term Loan A"); and (iii) a $150,000 term loan facility ("Term Loan B"). The Revolving Credit Facility and Term Loan A matures on January 20, 2005, and Term Loan B matures on January 20, 2006. The Revolving Credit Facility is subject to a clean-down period during which the aggregate amount outstanding under the Revolving Credit Facility shall not exceed $10.0 million for 30 consecutive days occurring during the period between August 1 and November 30 in each calendar year. On September 30, 2001, $0 was outstanding under the Revolving Credit Facility. There were no compensating balance requirements for the Revolving Credit Facility at September 30, 2001.

    The principal amount of Term Loan A is to be repaid in twenty-three consecutive quarterly installments commencing June 30, 1999 with a final installment due January 20, 2005. The principal amount of Term Loan B is to be repaid in twenty-seven consecutive quarterly installments commencing June 30, 1999 with a final installment due January 20, 2006.

    The Senior Credit Facility agreement contains restrictive affirmative, negative and financial covenants. Affirmative and negative covenants put restrictions on levels of investments, indebtedness, insurance and capital expenditures. Financial covenants require the maintenance of certain financial ratios at defined levels. At September 30, 2001, the Company was in compliance with all financial covenants.

    Under the covenants, interest on the Revolving Credit Facility, Term Loan A and Term Loan B ranges from 250 to 400 basis points above LIBOR depending on certain financial ratios. Unused commitments under the Revolving Credit Facility are subject to a 50 basis point annual commitment fee. LIBOR was 2.63% at September 30, 2001.

    The Senior Credit Facility may be prepaid at any time in whole or in part without premium or penalty. During fiscal 2000, principal payments on Term Loans A and B of $14.1 million and $12.2 million, respectively, were paid, which included optional principal prepayments of $4.1 million

7

and $10.8 on Term Loan A and Term Loan B, respectively. During the nine month period ended September 30, 2001, optional principal prepayments of $4.6 million and $0.7 million on Term Loan A and Term Loan B, respectively, were paid. The optional payments were made in order for the Company to remain two quarterly payments ahead of scheduled payments. According to the Senior Credit Facility agreement, each prepayment on Term Loan A and Term Loan B can be applied to the next principal repayment installments. Management intends to pay a full year of principal repayment installments in 2001 in accordance with the Senior Credit Facility agreement.

    In November 1999, the Company issued 97/8% Senior Subordinated Notes for $150 million that are due April 1, 2009.

    Interest accrues at the rate of 97/8% per annum, payable semi-annually on each April 1 and October 1.

    Substantially all of the properties and assets of the Company and substantially all of the properties and assets of the Company's future domestic subsidiaries secure obligations under the Senior Credit Facility.

    The carrying amount of the Company's obligation under the Senior Credit Facility approximate fair value because the interest rates are based on floating interest rates identified by reference to market rates.

    Aggregate maturities under the Senior Credit Facility (excluding the Revolving Credit Facility) and the Senior Subordinated Notes are as follows:

2001 Remainder of year   $ —
2002     7,961
2003     15,804
2004     17,534
2005     102,382
Thereafter     182,665
   
    $ 326,346
   

Note 7-Commitments

    The Company leases the majority of its operating facilities from a company owned by a significant shareholder of the Company under various operating leases expiring December 31, 2010. The Company has options to terminate the leases on a year-to-year basis by giving advance notice of at least twelve months. The Company leases a portion of its operating facilities from the same company under a sublease agreement expiring on December 31, 2005. The Company has two five-year options to renew this lease, beginning January 1, 2006. Management believes that the terms and expenses associated with the related party leases described above are similar to those negotiated by unrelated parties at arm's length.

8

    The Company is obligated under other operating leases for use of warehouse space. The leases expire at various dates through December 1, 2006. Five of the leases provide as many as five five-year options to renew.

    The Company is involved in litigation and arbitration proceedings in the normal course of business that assert product liability and other claims. The Company is contesting all such claims. When it appears probable in management's judgment that the Company will incur monetary damages or other costs in connection with such claims and proceedings, and such costs can be reasonably estimated, appropriate liabilities are recorded in the financial statements and charges are made against earnings.

    Management believes the possibility of a material adverse effect on the Company's consolidated financial position, results of operations and cash flows from the claims and proceedings described above is remote.

Note 8—Contingencies

    The Company is involved in litigation and arbitration proceedings in the normal course of business that assert product liability and other claims. The Company is contesting all such claims. When it appears probable in management's judgment that the Company will incur monetary damages or other costs in connection with such claims and proceedings, and such costs can be reasonably estimated, appropriate liabilities are recorded in the financial statements and charges are made against earnings.

    Management believes the possibility of a material adverse effect on the Company's consolidated financial position, results of operations and cash flows from the claims and proceedings described above is remote.

Note 9—Dursban Related Expenses

    During 2000 the US Environmental Protection Agency and manufacturers of chlorpyrifos (the active ingredient in Dursban pesticidal products) entered into a voluntary agreement that provides for withdrawal of virtually all residential uses of Dursban. Formulation of new Dursban products intended for residential use were required to cease by December 1, 2000. Formulators can no longer sell such products to retailers as of February 1, 2001 and retailers will no longer be able to sell Dursban products after December 31, 2001. A charge of $8,000 was recorded in September 2000 for costs associated with this agreement. The Company believes that the accrual is adequate as of September 30, 2001.

9

    Details of this charge and the accrual balances remaining are as follows:

 
   Accrual Balances
at the end of 2000
   Year to Date
2001 Utilization
   Amount to be utilized
during remainder of 2001
  
Customer returns and markdowns   $ 4,509   $ 3,461   $ 1,048  
Inventory     1,118     1,064     54  
Disposal and related costs     439     860     (421 )
   
 
 
 
    $ 6,066   $ 5,385   $ 681  
   
 
 
 

Note 10—Shipping and handling costs

    Shipping and handling costs are included in the selling, general and administrative expenses line item on the Company's Statements of Operations. The amount included is $2,902 and $2,593 for the three months ended September 30, 2001 and 2000, respectively. The amount included is $10,808 and $10,345 for the nine months ended September 30, 2001 and 2000, respectively.

Note 11—Derivatives and Hedging Activities

    The Company is exposed to market risks relating to changes in interest rates. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. The Company enters into financial instruments to manage and reduce the impact of changes in interest rates.

    Effective April 1, 2001, the Company entered into two interest rate swaps that have fixed the interest rate as of April 30, 2001 for $75.0 million variable rate debt under the Senior Credit Facility. The interest rate swaps are for $50.0 and $25.0 million of the Senior Credit Facility and will terminate on April 30, 2002. The fixed LIBOR interest rates are 4.74% and 4.66% for the $50.0 and $25.0 million interest rate swaps respectively. The Company's objective is to manage the cash flow risks associated with its variable rate debt and not to trade such instruments for profit or loss. The Company's interest rate hedges are classified as cash flow hedges. For a cash flow hedge, the unrealized portion is deferred in accumulated other comprehensive income on the balance sheet until the transaction is realized, at which time any deferred hedging gains or losses are recorded in earnings. The fair value of the interest rate swaps is reported as a liability and as a component of comprehensive income in Stockholders' deficit at September 30, 2001. The September 30, 2001 fair value is $0.7 million.

Note 12—Comprehensive Income

    Comprehensive income differs from net income due to the cash flow hedge. Comprehensive income (loss) for the three and nine months ended September 30, 2001 was ($143) and $19,517 respectively.

10

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

    Certain statements contained herein constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report regarding the Company's financial position, business strategy, budgets and plans and objectives of management for future operations are forward-looking statements. Although the management of the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from those contemplated or projected, forecasted, estimated or budgeted in or expressed or implied by such forward-looking statements. Such factors include, among others, the risks and other factors set forth under Item 7A in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 as well as the following: general economic and business conditions; governmental regulations; industry trends; the loss of major customers or suppliers; cost and availability of raw materials; changes in business strategy or development plans; availability and quality of management; and availability, terms and deployment of capital. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

    The Company is the leading manufacturer and marketer of value-oriented branded products for the consumer lawn and garden pesticide and household insecticide markets in the United States. The Company manufactures and markets one of the broadest lines of pesticides in the industry, including herbicides and indoor and outdoor insecticides, as well as insect repellents and water-soluble fertilizers, under a variety of brand names. The Company believes that the key drivers of growth for the $2.7 billion consumer lawn and garden pesticide and household insecticide retail markets include: (a) the aging of the population of the United States; (b) growth in the home improvement center and mass merchandiser channels; and (c) shifting consumers preferences' toward value-oriented branded products.

    The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the historical financial information included in the unaudited quarterly financial statements and the related notes to the unaudited quarterly financial statements contained elsewhere in this report.

Results of Operations

    The following discussion regarding results of operations refers to net sales, cost of goods sold and selling and general and administrative expenses, which the Company defines as follows:

    •
    Net sales are gross sales of products sold to customers in accordance with the shipping terms applicable to each sale less any customer discounts from list price and customer returns; and promotion expense of products through cooperative programs with retailers.

    •
    Cost of goods sold includes chemicals, container and packaging material costs as well as direct labor, outside labor, manufacturing overhead and freight.

    •
    Selling and general and administrative expenses include all costs associated with the selling and distribution of product, product registrations, and administrative functions such as finance, information systems and human resources.

11

    The following table sets forth the percentage relationship of certain items in the Company's Statements of Operations to net sales for the three months ended September 30, 2001 and September 30, 2000:

 
   Three Months Ended
September 30,
  
 
   2001
   2000
  
Net sales:          
  Value brands   76.6 % 74.6 %
  Opening price point brands   23.4   25.4  
   
 
 
Total net sales   100.0   100.0  
Operating costs and expenses:          
  Cost of goods sold   54.0   56.5  
  Selling, general and administrative expenses   30.4   32.0  
  Dursban related expenses (see note 10)   —   17.0  
   
 
 
Total operating costs and expenses   84.4   105.5  
   
 
 
Operating income (loss)   15.6   (5.5 )
Interest expense   15.1   21.5  
   
 
 
Income (loss) before provision for income taxes   0.6   (27.0 )
Income tax expense (benefit)   0.2   (10.9 )
   
 
 
Net income (loss)   0.4 % (16.1 %)
   
 
 

Three Months Ended September 30, 2001 compared to Three Months Ended September 30, 2000

    Net Sales.  Net sales increased 18.7% to $55.8 million for the three months ended September 30, 2001 from $47.0 million for the three months ended September 30, 2001. This increase was driven by a combination of offsetting factors including:

    •
    Strong store demand in mass channels;

    •
    Gains related to restages of branded product;

    •
    Increase in demand of insect repellents; and

    •
    Increased sales of value brands to hardware channels.

    Net sales of the Company's value brands increased 22.0% to $42.8 million for the three months ended September 30, 2001 from $35.1 million for the three months ended September 30, 2000. The increase in value brands was lead by insect repellent sales to home centers and mass merchants. Demand for mass merchants were better aligned with consumer demand. Increase in hardware channels primarily due to additional product listings that were secured aided in the increase. The Increase in promotion expense was due to growth of the home centers business. The Increase in demand for insect repellants was related primarily to weather conditions.

    Net sales of opening price point brands increased 8.9% to $13.0 million for the three months ended September 30, 2001 from $12.0 million for the three months ended September 30, 2000. The increase was lead by sales of insecticides at home centers and mass merchants, which was partially offset by the loss of the Kmart Kgro business that was discontinued in the third quarter of 2000.

    Gross Profit.  Gross profit increased 25.6% to $25.7 million for the three months ended September 30, 2001 compared to $20.5 million for the three months ended September 30, 2000. As a percentage of sales, gross profit increased to 46.0% for the three months ended September 30, 2001 as compared to 43.5% for the three months ended September 30, 2000. The increase in gross profit as a

12

percentage of sales was the result of the change in mix of sales to more value brand sales, which are higher margin products.

    Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased 12.8% to $17.0 million for the three months ended September 30, 2001 from $15.0 million for the three months ended September 30, 2000. As a percentage of net sales, selling, general and administrative expenses decreased to 30.4% for the three months ended September 30, 2001 from 32.0% for the three months ended September 30, 2000. The increase is attributed to greater advertising spending to support the value brands and increase in variable cost related to the increase in sales volume. The double-digit percentage increase should not be viewed as a trend for the future.

    Dursban Related Expenses.  During 2000, the Company recorded a non-recurring expense of $8.0 million as a result of the EPA and the manufacturers of Dursban voluntary withdrawal of the active chemical in the Company's products. There were no related charges in 2001. See footnote 9 to Financial Statements.

    Operating Income.  Operating income increased 437.7% to $8.7 million for the three months ended September 30, 2001 from a loss of $2.6 million for the three months ended September 30, 2000. As a percentage of net sales, operating income increased to 15.6% for the three months ended September 30, 2001 from (5.5%) for the three months ended September 30, 2000. Increase was driven by the $8.0 million charge for Dursban related expenses, during the three months ended September 30, 2000.

    Income tax expense.  For the three months ended September 30, 2001, the Company's effective income tax rate is 29.3%, which reflects the estimated utilization of the goodwill deduction in fiscal year 2001. The goodwill deduction and corresponding release of valuation allowance is related to the step up in tax basis in conjunction with the Recapitalization.

    The following table sets forth the percentage relationship of certain items in the Company's Statements of Operations to net sales for the nine months ended September 30, 2001 and September 30, 2000:

 
   Nine Months Ended
September 30,
  
 
   2001
   2000
  
Net sales:          
  Value brands   81.2 % 75.5 %
  Opening price point brands   18.8   24.5  
   
 
 
Total net sales   100.0   100.0  
Operating costs and expenses:          
  Cost of goods sold   53.8   54.7  
  Selling, general and administrative expenses   23.6   22.5  
  Dursban related expenses (see note 9)   —   3.3  
   
 
 
Total operating costs and expenses   77.5   80.5  
   
 
 
Operating income   22.5   19.5  
Interest expense   11.1   12.9  
   
 
 
Income before provision for income taxes   11.4   6.6  
Income tax expense   3.3   0.5  
   
 
 
Net income   8.1 % 6.1 %
   
 
 

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Nine Months Ended September 30, 2001 compared to Nine Months Ended September 30, 2000

    Net Sales.  Net sales increased 3.4% to $250.4 million for the nine months ended September 30, 2001 from $242.1 million for the nine months ended September 30, 2000. This increase was driven by a combination of offsetting factors including:

    •
    Loss of Kmart Kgro private label business for 2001;

    •
    Increased sales of Spectracide Terminate™;

    •
    Decreased sales related to products that contain chlorpyrifos; and

    •
    Increase in demand for insect repellants.

    Net sales of the Company's value brands increased 11.3% to $203.4 million for the nine months ended September 30, 2001 from $182.8 million for the nine months ended September 30, 2000. Value brand sales of Spectracide Terminate™ increased $5.9 million primarily due to focused marketing programs and replenishment of inventory levels at retail. The gains achieved by Spectracide Terminate™, were partially offset by loss sales of products that contained chlorpyrifos. During 2000 the US Environmental Protection Agency and manufacturers of chlorpyrifos (the active ingredient in Dursban pesticidal products) entered into a voluntary agreement that provided for the withdrawal of virtually all residential uses of Dursban. The Increase in demand for insect repellants is related primarily to weather conditions.

    Net sales of opening price point brands decreased 20.8% to $47.0 million for the nine months ended September 30, 2001 from $59.3 million for the nine months ended September 30, 2000. The decrease was driven by the loss of the Kmart Kgro business that was discontinued in the third quarter of 2000. The decrease was partially offset by sales of insect repellants.

    Gross Profit.  Gross profit increased 5.4% to $115.5 million for the nine months ended September 30, 2001 compared to $109.6 million for the nine months ended September 30, 2000. As a percentage of sales, gross profit increased to 46.2% for the nine months ended September 30, 2001 as compared to 45.3% for the nine months ended September 30, 2000. The increase in gross profit as a percentage of sales was the result of change in mix of sales to value brands, which are higher margin products.

    Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased 8.6% to $59.2 million for the nine months ended September 30, 2001 from $54.4 million for the nine months ended September 30, 2000. As a percentage of net sales, selling, general and administrative expenses decreased to 23.6% for the nine months ended September 30, 2001 from 25.8% for the nine months ended September 30, 2000. The increase is attributed to greater advertising spending to support the value brands, along with additional spending for in-store sales and support in the home centers. Prior year expenses also reflect a cost reduction due to the impact of the termination of a capital lease.

    Dursban Related Expenses.  During 2000, the Company recorded a non-recurring expense of $8.0 million as a result of the EPA and the manufacturers of Dursban voluntary withdrawal of the active chemical in the Company's products. There were no related charges in 2001. See footnote 9 to Financial Statements.

    Operating Income.  Operating income increased 19.6% to $56.4 million for the nine months ended September 30, 2001 from $47.1 million for the nine months ended September 30, 2000. As a percentage of net sales, operating income increased to 22.5% for the nine months ended September 30, 2001 from 19.5% for the nine months ended September 30, 2000. Increase was primarily driven by the $8.0 million charge for Dursban related expenses, during the three months ended September 30, 2000.

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    Income tax expense.  For the nine months ended September 30, 2001, the Company's effective income tax rate is 29.3%, which reflects the estimated utilization of the goodwill deduction in fiscal year 2001. The goodwill deduction and corresponding release of valuation allowance is related to the step up in tax basis in conjunction with the Recapitalization.

Liquidity and Capital Resources

    Historically, the Company has utilized internally generated funds and borrowings under credit facilities to meet ongoing working capital and capital expenditure requirements. As a result of the Recapitalization, the Company has significantly increased cash requirements for debt service relating to the Company's Senior Subordinated Notes and Senior Credit Facility. As of December 31, 2000, the Company had total debt outstanding of $354.3 million. As of September 30, 2001, the Company had total debt outstanding of $331.1 million. The Company will rely on internally generated funds and, to the extent necessary, borrowings under the Company's Revolving Credit Facility to meet liquidity needs.

    The Company's Senior Credit Facility consists of:

    •
    The $80.0 million Revolving Credit Facility, under which $0.0 million in borrowings were outstanding at September 30, 2001;

    •
    The $75.0 million Term Loan A ($41.5 million outstanding at September 30, 2001); and

    •
    The $150.0 million Term Loan B ($134.8 million outstanding at September 30, 2001).

    The Company's Revolving Credit Facility and the Term Loan A mature in January 2005, and the Term Loan B matures in January 2006. The Revolving Credit Facility is subject to a clean-down period during which the aggregate amount outstanding under the Revolving Credit Facility shall not exceed $10.0 million for 30 consecutive days occurring during the period August 1 and November 30 in each calendar year. The Company was in compliance with debt covenants at September 30, 2001.

    The Company's principal liquidity requirements are for working capital, capital expenditures and debt service under the Senior Credit Facility and the Senior Subordinated Notes. Cash flow from continuing operations provided net cash of approximately $26.2 million and $24.7 million for the nine months ended September 30, 2001 and September 30, 2000, respectively. Net cash related to operating activities fluctuates during the year as the seasonal nature of the Company's sales results in a significant increase in working capital (primarily accounts receivable and inventory) during the first half of the year, with the second and third quarters being significant cash collection periods.

    In November 1999, the Company issued 97/8% Senior Subordinated Notes for $150 million that are due April 1, 2009.

    Interest accrues at the rate of 97/8% per annum, payable semi-annually on each April 1 and October 1.

    Capital expenditures are related to the enhancement of the Company's existing facilities and the construction of additional productions and distribution capacity. Cash used for capital was $3.0 million and $3.2 million for the nine months ended September 30, 2001 and September 30, 2000, respectively. In addition, the Company entered into a capital lease agreement in March 2000 for $5.3 million. Cash used for capital expenditures for the remainder of fiscal 2001 is expected to be less than $5.0 million.

    The principal amount on Term Loan A is to be repaid in twenty-three consecutive quarterly installments commencing June 30, 1999 with a final installment due January 20, 2005. The principal amount of Term Loan B is to be repaid in twenty-seven consecutive quarterly installments commencing June 30, 1999 with a final balloon installment due January 20, 2006.

    The Company believes that cash flow from operations, together with available borrowings under the Revolving Credit Facility, will be adequate to meet the anticipated requirements for working

15

capital, capital expenditures and scheduled principal and interest payments for at least the next two years. However, the Company cannot ensure that sufficient cash flow will be generated from operations to repay the Senior Subordinated Notes and amounts outstanding under the Senior Credit Facility at maturity without requiring additional financing. The Company's ability to meet debt service and clean-down obligations and reduce debt will be dependent on the Company's future performance, which in turn, will be subject to general economic conditions and to financial, business and other factors, including factors beyond the Company's control. Because a portion of the Company's debt bears interest at floating rates, the Company's financial condition is and will continue to be affected by changes in prevailing interest rates.

Seasonality

    The Company's business is highly seasonal because the Company's products are used primarily in the spring and summer. For the past two years, approximately 75% of the Company's net sales have occurred in the first and second quarters. The Company's working capital needs, and correspondingly the Company's borrowings, peak near the end of the Company's first quarter.

Impact of 2000 Dursban Withdrawal (See Note 9)

    During 2000, the U.S. Environmental Protection Agency and manufacturers of chlorpyrifos (the active ingredient in Dursban pesticidal products) entered into a voluntary agreement that provides for withdrawal of virtually all residential uses of Dursban. Formulation of new Dursban products intended for residential use were required to cease by December 1, 2000. Formulators can no longer sell such products to retailers as of February 1, 2001. Retailers will no longer be able to sell Dursban products after December 31, 2001.

    The Company recorded a charge of $8.0 million in September 2000 for costs associated with this agreement. The Company currently has replacement chemicals for Dursban, and the replacement chemicals are currently being used in production of new pesticidal products.

Facility Consolidation

    The Company has been reviewing potential efficiencies and logistic opportunities related to warehousing and distribution. As a result the Company will be moving into a new warehouse facility, which will allow the consolidation of three existing facilities. As a result of the move, the Company will take a one-time charge during the fourth quarter of 2001, after a review of related leasehold improvements, duplicate lease payments and slow-moving inventory that doesn't justify the move to the new facility has been completed.

Recently Issued Accounting Pronouncements

    The Emerging Issues Task Force (EITF) issued EITF 00-25. This issue addresses when consideration from a vendor to a retailer (a) in connection with the retailer's purchase of the vendor's products or (b) to promote sales of the vendor's products by the retailer should be classified in the vendor's income statement as a reduction of revenue. The Company has adopted EITF 00-25 for fiscal year 2001. The Company has reclassified all trade and co-op promotional expense in the Statements of Operations to net sales.

    In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141 (SFAS 141), "Business Combinations." SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and establishes specific criteria for recognition of intangible assets separately from goodwill. For business combinations initiated after June 30, 2001, SFAS 141 also requires that unallocated negative goodwill be written off immediately as an extraordinary gain. Any unamortized deferred credit arising from a

16

business combination completed before July 1, 2001 will be recognized as the cumulative effect of a change in accounting principle. The Company is currently evaluating the impact of SFAS 141 on its financial statements.

    Also in July 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets". SFAS 142 eliminates the amortization of goodwill and instead requires goodwill to be tested for impairment annually. Also, intangible assets are required to be amortized over their useful lives and reviewed for impairment in accordance with SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." Under SFAS 142, if the intangible asset has an indefinite useful life, it is not amortized until its life is determined to be finite. The Company is required to adopt SFAS 142 no later than the first quarter of fiscal 2003, but is permitted to adopt as of the first quarter of fiscal 2002. The Company is currently evaluating the impact of SFAS 142 on its financial statements.

    The FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143") in 2001. SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The Company is required to adopt SFAS 143 no later than the first quarter of fiscal 2003, but is permitted to adopt earlier. The Company is currently evaluating the impact of SFAS 143 on its financial statements.

    The FASB issued SFAS No. 143, "Accounting for the Impairment or Disposal of Long-Lived Assets," which provides guidance on the accounting for the impairment or disposal of long-lived assets. The provisions of the Statement are effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, although early adoption is allowed. The Company is currently evaluating the impact of SFAS 144 on its financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate

    The Company is exposed to market risks relating to changes in interest rates. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. The Company enters into financial instruments to manage and reduce the impact of changes in interest rates.

    The Company manages interest rate risk by balancing the amount of fixed and variable debt. For fixed rate debt, interest rate changes affect the fair market value of such debt but do not impact earnings or cash flows. Conversely for variable rate debt, interest rate changes generally do not affect the fair market value of such debt but do impact future earnings and cash flows, assuming other factors are held constant. As of September 30, 2001, variable rate debt was $176.3 million, which includes the interest rate swaps as discussed below.

    The Company entered into two interest rate swaps that have fixed the interest rate as of April 30, 2001 for $75.0 million of variable rate debt under the Senior Credit Facility. The interest rate swaps are for $50.0 and $25.0 million of the Senior Credit Facility and will terminate on April 30, 2002. The fixed interest rates are 4.74% and 4.66%, for the $50.0 and $25.0 million interest rate swaps, respectively. The change in fair value of the interest rate swaps is reported as a liability and as a component of comprehensive income in Stockholders' deficit at September 30, 2001. The September 30, 2001, reduction in fair value of $0.7 million is net of taxes.

    Interest ranges from 250 to 400 basis points above LIBOR depending on certain financial ratios. LIBOR was 2.63% on September 30, 2001.

17

Exchange Rate

    The Company does not use derivative instruments to hedge against foreign currency exposures related to transactions denominated in other than the Company's functional currency. Substantially all foreign currency transactions are denominated in United States dollars.

Commodity Price

    The Company does not use derivative instruments to hedge its exposures to changes in commodity prices. The Company utilizes various commodity and specialty chemicals in its production process. Purchasing procedures and arrangements with major customers serve to mitigate its exposure to price changes in commodity and specialty chemicals.

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Part II

OTHER INFORMATION

Item 1. Legal Proceedings.

    The Company has no reportable legal proceedings in the current period.

Item 2. Changes in Securities.

    None.

Item 3. Defaults Upon Senior Securities.

    None.

Item 4. Submission of Matters to a Vote of Security Holders.

    No matters were submitted.

Item 5. Other Information.

    None.

Item 6. Exhibits and Reports on Form 8-K

(a)
Exhibits

    None.

(b)
Reports on Form 8-K

    None.

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SIGNATURES

    Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    UNITED INDUSTRIES CORPORATION

Dated: November 14, 2001
 
By:
/s/ DANIEL J. JOHNSTON   
Name: Daniel J. Johnston
Title:  Executive Vice President and Chief
Financial Officer

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QuickLinks

PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED INDUSTRIES CORPORATION BALANCE SHEETS SEPTEMBER 30, 2001 AND 2000, AND DECEMBER 31, 2000 (Dollars in thousands) (Unaudited)
UNITED INDUSTRIES CORPORATION STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Dollars in thousands) (Unaudited)
UNITED INDUSTRIES CORPORATION STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Dollars in thousands) (Unaudited)
UNITED INDUSTRIES CORPORATION NOTES TO FINANCIAL STATEMENTS (Dollars in thousands) (Unaudited)
Part II
OTHER INFORMATION
SIGNATURES