-----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, BIJS0s2aEHufJv+kJ/ngI3TwPmR+gD1L5qQp8l/F/xp8cXeMZx0N73Unn8fqX8K8 72WwgwTmGMzUCC+ajTrLdA== 0001047469-03-005696.txt : 20030214 0001047469-03-005696.hdr.sgml : 20030214 20030214181929 ACCESSION NUMBER: 0001047469-03-005696 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030212 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030214 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: 03569602 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 a2103486z8-k.txt 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 12, 2003 UNITED INDUSTRIES CORPORATION ----------------------------- (Exact name of registrant as specified in its charter) DELAWARE -------- (State or other jurisdiction of incorporation or organization) 333-76055 43-1025604 --------- ---------- (Commission File Number) (I.R.S. Employer Identification Number) 2150 SCHUETZ ROAD ST. LOUIS, MISSOURI 63146 ------------------------- (Address of principal executive offices including zip code) (314) 427-0780 -------------- (Registrant's telephone number, including area code) 8825 PAGE BOULEVARD ST. LOUIS, MISSOURI 63114 ------------------------- (Former name or former address, if changed since last report) - ------------------------------------------------------------------------------- ITEM 7. EXHIBITS. EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 99.1 Press release dated February 12, 2003. ------------------------------------------------------------- ITEM 9. REGULATION FD DISCLOSURE. On February 12, 2003, United Industries Corporation (the Company) issued a press release announcing its earnings for the fourth quarter and year ended December 31, 2002. A copy of the press release is being filed as Exhibit 99.1 to this report and is incorporated herein by reference. In addition, on the Company's conference call to discuss operating results held on February 13, 2003, the following information was provided: o Top-line sales growth for the Company is expected to be 4-5% during 2003; o The percentage of top-line sales growth in each of the lawn and garden and household segments is expected to be in the high single digits during 2003; o EBITDA (representing earnings before interest, income taxes, depreciation and amortization expense) growth is expected to be 10-12% during 2003; o Acquisition activity is expected to be less in 2003 than in 2002; o Capital expenditures are expected to be approximately $10 million during 2003; and o Free cash flow is expected to be approximately $45-50 million during 2003 and excess cash will be utilized to reduce debt balances as required by the Company's indenture and may be used for opportunistic acquisitions. CERTAIN STATEMENTS CONTAINED HEREIN, AND IN THE PRESS RELEASE FILED AS AN EXHIBIT TO THIS REPORT, 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. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT EXPECTATIONS OF THE COMPANY. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THESE STATEMENTS AS A RESULT OF CHANGES IN EXTERNAL COMPETITIVE MARKET FACTORS, UNANTICIPATED CHANGES IN THE FINANCIAL PERFORMANCE OF THE COMPANY OR ITS CUSTOMERS, THE COMPANY'S INDUSTRY OR THE ECONOMY IN GENERAL, AS WELL AS VARIOUS OTHER FACTORS DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES EXCHANGE COMMISSION, INCLUDING PUBLIC PERCEPTION REGARDING THE SAFETY OF OUR PRODUCTS AND WEATHER CONDITIONS. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS MADE BY OR ON ITS BEHALF, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. ------------------------------------------------------------- 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 14, 2003 By: /s/ DANIEL J. JOHNSTON --------------------------- Name: Daniel J. Johnston Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER) ------------------------------------------------------------- EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - -------- ------------------- 99.1 Press release dated February 12, 2003. EX-99.1 3 a2103486zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 UNITED INDUSTRIES CORPORATION ANNOUNCES RECORD ANNUAL RESULTS ST. LOUIS, FEBRUARY 12, 2003 - United Industries Corporation (United), the leading manufacturer and marketer of value-oriented products for the consumer lawn and garden care and insect control markets in the United States, today announced record sales for the fourth quarter and the year ended December 31, 2002. United's actual results were as follows: For the three months ended December 31, 2002, sales before promotion expense increased 105% to $49.9 million from $24.4 million for the three months ended December 31, 2001. For the three months ended December 31, 2002, net sales increased 108% to $47.8 million from $23.0 million for the three months ended December 31, 2001. Due to the seasonal nature of the lawn and garden business, United historically reports losses in the fourth quarter of each year. For the three months ended December 31, 2002, net loss decreased 13% to $11.7 million from $13.5 million for the three months ended December 31, 2001. Fourth quarter 2002 EBITDA loss increased to $7.1 million from $1.9 million for the fourth quarter of 2001. For the year ended December 31, 2002, sales before promotion expense increased 75% to $521.3 million from $297.8 million for the year ended December 31, 2001. For the year ended December 31, 2002, net sales increased 76% to $480.0 million from $273.3 million for the year ended December 31, 2001. For the year ended December 31, 2002, net income increased to $25.3 million from $6.7 million for the year ended December 31, 2001. Annual 2002 EBITDA increased 25% to $72.9 million from $58.2 million for the year ended December 31, 2001. United's pro forma results, reflecting the May 2002 merger with Schultz Company and the December 2002 acquisition of WPC Brands, Inc., were as follows: For the three months ended December 31, 2002, sales before promotion expense increased 32% to $51.2 million from $38.9 million for the three months ended December 31, 2001. For the three months ended December 31, 2002, net sales increased 32% to $49.1 million from $37.2 million for the three months ended December 31, 2001. For the three months ended December 31, 2002, net loss decreased 18% to $12.1 million from $14.7 million for the three months ended December 31, 2001. Fourth quarter 2002 EBITDA loss increased to $7.3 million from $2.0 million for the fourth quarter of 2001. For the year ended December 31, 2002, sales before promotion expense increased 44% to $598.9 million from $414.8 million for the year ended December 31, 2001. For the year ended December 31, 2002, net sales increased 43% to $556.5 million from $388.3 million for the year ended December 31, 2001. For the year ended December 31, 2002, net income increased to $29.6 million from $6.8 million for the year ended December 31, 2001. Annual 2002 EBITDA increased 25% to $83.3 million from $66.9 million for the year ended December 31, 2001. Bob Caulk, United's Chairman and CEO, stated, "The fourth quarter of 2002 capped off our most successful year ever. We are very proud of the broad range of success we have experienced during 2002. The launch of Spectracide(R) Triazicide(TM) propelled the Spectracide brand to the number one unit brand position in the lawn and garden controls category at home centers. We successfully integrated the new lawn fertilizer brands into our brand portfolio and improved our operating flexibility with the addition of two fertilizer production facilities. The merger with Schultz continues to produce positive results and the acquisition of WPC Brands has increased our insect repellent share to nearly 37% in this growth category. To further support growth, we established dedicated customer-focused cross-functional teams, each led by a senior-level general manager. These teams are positioned to respond quickly and proactively to the needs of our customers and we are pleased with the feedback we have received to date. We also realigned our retail sales force to deliver an even higher degree of customer service by providing more in-season store service." ### ABOUT UNITED United 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 Shot(R) and Cutter(R). The company's lawn and garden brands include Spectracide(R), Spectracide Triazicide(TM), Spectracide Terminate(R), Garden Safe(TM), Real-Kill(R) and No-Pest(R) in the controls category as well as Sta-Green(R), Vigoro(R), Schultz(R), Peters(R), Bandini(R) and Best(R) brands in the lawn and garden fertilizer and organic growing media categories. Detailed financial information is included in the attached addendum. The unaudited pro forma consolidated results of operations are presented to illustrate the potential operating results that might possibly have been achieved had the transactions included therein been completed as of January 1, 2001 but do not purport to be indicative of the operating results that would definitely have been achieved had the transactions been completed as of such date or which may be obtained in the future. More information about United can be found at www.spectrumbrands.com. 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. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT EXPECTATIONS OF UNITED (THE COMPANY). ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THESE STATEMENTS AS A RESULT OF CHANGES IN EXTERNAL COMPETITIVE MARKET FACTORS, UNANTICIPATED CHANGES IN THE FINANCIAL PERFORMANCE OF THE COMPANY OR ITS CUSTOMERS, THE COMPANY'S INDUSTRY OR THE ECONOMY IN GENERAL, AS WELL AS VARIOUS OTHER FACTORS DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES EXCHANGE COMMISSION, INCLUDING PUBLIC PERCEPTION REGARDING THE SAFETY OF OUR PRODUCTS AND WEATHER CONDITIONS. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS MADE BY OR ON ITS BEHALF, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. (Bloomberg Symbol: 14496Z) CONTACT: Daniel J. Johnston United Industries Corporation (314) 427-0780 UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------------- ---------------------------- 2002 2001 2002 2001 -------- -------- -------- -------- Sales before promotion expense $ 49,894 $ 24,371 $521,286 $297,776 Promotion expense 2,108 1,386 41,296 24,432 -------- -------- -------- -------- Net sales 47,786 22,985 479,990 273,344 -------- -------- -------- -------- Operating costs and expenses: Cost of goods sold 30,961 13,560 305,644 148,371 Selling, general and administrative expenses 26,019 15,534 113,162 74,689 Facilities and organizational rationalization - 5,550 - 5,550 -------- -------- -------- -------- Total operating costs and expenses 56,980 34,644 418,806 228,610 -------- -------- -------- -------- Operating income (loss) (9,194) (11,659) 61,184 44,734 Interest expense, net 7,819 8,033 32,410 35,841 -------- -------- -------- -------- Income (loss) before income tax expense (benefit) (17,013) (19,692) 28,774 8,893 Income tax expense (benefit) (5,350) (6,208) 3,438 2,167 -------- -------- -------- -------- Net income (loss) $(11,663) $(13,484) $ 25,336 $ 6,726 ======== ======== ======== ========
UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES OTHER CONSOLIDATED FINANCIAL DATA (DOLLARS IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------------- ---------------------------- 2002 2001 2002 2001 -------- -------- -------- -------- EBITDA: Net income (loss) $(11,663) $(13,484) $25,336 $ 6,726 Addback: Interest expense, net 7,819 8,033 32,410 35,841 Income tax expense (benefit) (5,350) (6,208) 3,438 2,167 Depreciation and amortization 2,109 1,260 10,240 4,918 Facilities, organizational and product line rationalization - 8,500 - 8,500 Purchase accounting effect of inventory write-up - - 1,500 - -------- -------- -------- -------- EBITDA (1) $ (7,805) $ (1,899) $72,924 $58,152 ======== ======== ======== ========
(1) EBITDA represents income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization, and facilities, organizational and product line rationalization and purchase accounting effect of inventory write-up. UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) (UNAUDITED)
DECEMBER 31, ------------------------ 2002 2001 -------- -------- ASSETS Current assets: Cash and cash equivalents $ 10,318 $ - Accounts receivable, net 23,321 21,585 Inventories 87,762 49,092 Prepaid expenses 11,350 6,491 -------- -------- Total current assets 132,751 77,168 -------- -------- Equipment and leasehold improvements, net 34,995 27,930 Deferred income tax 105,141 112,505 Goodwill and intangible assets, net 100,091 43,116 Other assets, net 13,025 11,837 -------- -------- Total assets $386,003 $ 272,556 ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Current maturities of long-term debt and capital lease obligation $ 9,665 $ 5,711 Accounts payable 27,063 23,459 Accrued expenses 43,982 34,006 Short-term borrowings - 23,450 -------- -------- Total current liabilities 80,710 86,626 -------- -------- Long-term debt, net of current maturities 391,493 318,386 Capital lease obligation, net of current maturities 3,778 4,221 Other liabilities 5,019 7,740 -------- -------- Total liabilities 481,000 416,973 -------- -------- Stockholders' deficit (94,997) (144,417) -------- -------- Total liabilities and stockholders' deficit $386,003 $ 272,556 ======== ========
UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------------- ---------------------------- 2002 2001 2002 2001 -------- -------- -------- -------- Sales before promotion expense $ 51,214 $ 38,857 $598,944 $414,815 Promotion expense 2,128 1,691 42,468 26,473 -------- -------- -------- -------- Net sales 49,086 37,166 556,476 388,342 -------- -------- -------- -------- Operating costs and expenses: Cost of goods sold 31,900 23,772 358,659 235,862 Selling, general and administrative expenses 26,746 20,295 126,207 96,562 Facilities and organizational rationalization - 5,550 - 5,550 -------- -------- -------- -------- Total operating costs and expenses 58,646 49,617 484,866 337,974 -------- -------- -------- -------- Operating income (loss) (9,560) (12,451) 71,610 50,368 Interest expense, net 8,079 9,058 34,933 40,413 -------- -------- -------- -------- Income (loss) before income tax expense (benefit) (17,639) (21,509) 36,677 9,955 Income tax expense (benefit) (5,540) (6,808) 7,105 3,180 -------- -------- -------- -------- Net income (loss) $(12,099) $(14,701) $ 29,572 $ 6,775 ======== ======== ======== ========
UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES PRO FORMA OTHER CONSOLIDATED FINANCIAL DATA (DOLLARS IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------------- ---------------------------- 2002 2001 2002 2001 -------- -------- ------- ------- PRO FORMA EBITDA: Net income (loss) $(12,099) $(14,701) $29,572 $ 6,775 Addback: Interest expense, net 8,079 9,058 34,933 40,413 Income tax expense (benefit) (5,540) (6,808) 7,105 3,180 Depreciation and amortization 2,237 1,978 11,715 7,994 Facilities, organizational and product line rationalization - 8,500 - 8,500 -------- -------- ------- ------- PRO FORMA EBITDA (1) $ (7,323) $ (1,973) $83,325 $66,862 ======== ======== ======= =======
(1) EBITDA represents income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization, and facilities, organizational and product line rationalization. -----END PRIVACY-ENHANCED MESSAGE-----