UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2004 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 333-76055
(Exact name of registrant as specified in its charter)
Delaware |
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43-1025604 |
(State or other jurisdiction of
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(I.R.S. Employer
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2150 Schuetz Road
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(Address of principal executive office, including zip code) |
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(314) 427-0780 |
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(Registrant’s telephone number, including area code) |
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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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of May 14, 2004, the registrant had 30,121,162 Class A voting and 30,121,162 Class B nonvoting shares of common stock outstanding.
UNITED INDUSTRIES CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2004
TABLE OF CONTENTS
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements. These statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical facts included in this Quarterly Report, including statements regarding our strategy, future operations or financial position, estimated revenues, projected costs, projections, plans and objectives of management, are forward-looking statements. As may be used in this Quarterly Report, 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 our expectations at that time. We do not undertake any obligation to update or revise publicly any forward-looking statements, 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 in this Quarterly Report are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved.
Our actual results could differ significantly from the results discussed in any forward-looking statements contained in this Quarterly Report. Factors that could cause or contribute to such differences include, without limitation, the following:
• general economic and business conditions;
• the loss or bankruptcy of major customers, suppliers or parties with whom we have a strategic relationship;
• the loss of a significant amount of products purchased by major customers;
• weather conditions and/or historical seasonality;
• our ability to repay our indebtedness or meet other obligations;
• industry trends and competition;
• our ability to manage rapid growth and the integration of acquisitions;
• our ability to achieve the benefits we expect from acquisitions, including the Nu-Gro Corporation transaction;
• our ability to successfully implement our enterprise resource planning, or ERP, system;
• public perception regarding the safety of our products;
• governmental regulations;
• terrorist attacks or acts of war;
• cost and availability of raw materials;
• changes in our business strategy or development plans;
• our ability to recruit and retain quality personnel;
• availability, terms and deployment of capital resources; and
• the other risks described in our filings with the SEC, including our Annual Report on Form 10-K.
TRADEMARKS
Spectracide®, Spectracide Triazicide®, Spectracide Terminate®, Spectracide Pro®, Hot Shot®, Garden Safe®, Schultz™, Rid-a-Bug®, Bag-a-Bug®, Real-Kill®, No-Pest®, Repel®, Vigoro®, Sta-Green®, Bandini®, CILÒ, WilsonÒ, PickseedÒ, So-GreenÒ, Plant-ProdÒ, GreenleafÒ, Green EarthÒ, IB NitrogenÒ, NitroformÒ,NutraleneÒ, OrganiformÒ and SCUÒ are our trademarks and trade names. We also license certain Cutter® trademarks from Bayer A.G. and certain Peters® and Peters Professional® trademarks from The Scotts Company. Other trademarks and trade names used in this Quarterly Report are the property of their respective owners.
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UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES
(Dollars in thousands, except share data)
(Unaudited)
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March 31, |
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December 31, |
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2004 |
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2003 |
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2003 |
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(As Restated) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
— |
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$ |
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$ |
11,413 |
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Accounts receivable, less reserves of
$4,371 and $4,950 |
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146,730 |
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139,537 |
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29,890 |
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Inventories |
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115,318 |
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98,119 |
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96,795 |
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Prepaid expenses and other current assets |
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17,997 |
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10,524 |
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15,141 |
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Total current assets |
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280,045 |
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248,180 |
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153,239 |
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Equipment and leasehold improvements, net |
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41,510 |
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33,649 |
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37,153 |
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Deferred tax asset |
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178,970 |
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96,739 |
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186,562 |
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Goodwill |
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6,221 |
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8,868 |
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6,221 |
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Intangible assets, net |
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86,037 |
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87,670 |
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86,872 |
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Other assets, net |
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8,997 |
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15,163 |
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9,897 |
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Total assets |
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$ |
601,780 |
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$ |
490,269 |
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$ |
479,944 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities: |
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Current maturities of long-term debt and capital lease obligations |
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$ |
3,796 |
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$ |
1,590 |
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$ |
1,349 |
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Accounts payable |
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60,685 |
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59,016 |
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29,774 |
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Accrued expenses |
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58,729 |
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66,313 |
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39,574 |
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Short-term borrowings |
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61,525 |
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10,100 |
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Total current liabilities |
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184,735 |
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137,019 |
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70,697 |
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Long-term debt, net of current maturities |
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387,219 |
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431,328 |
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387,657 |
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Capital lease obligations, net of current maturities |
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3,231 |
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3,577 |
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3,191 |
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Other liabilities |
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3,222 |
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4,048 |
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3,256 |
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Total liabilities |
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578,407 |
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575,972 |
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464,801 |
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Commitments and contingencies (see Notes 10 and 11) |
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Stockholders’ equity (deficit): |
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Preferred stock (37,600 shares of $0.01 par
value Class A issued |
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— |
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— |
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Common stock (33.2 million shares each of
$0.01 par value Class A and |
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665 |
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664 |
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665 |
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Treasury stock (3.1 million shares each of
$0.01 par value Class A and |
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Class A and Class B, at cost at December 31, 2003) |
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(24,469 |
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