Rayovac 2004 Annual Report Download - page 84

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RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands, except per share amounts)
The aggregate scheduled maturities of debt as of September 30, 2004 are as follows:
2005 ............................................................ $ 23,895
2006 ............................................................ 7,057
2007 ............................................................ 5,461
2008 ............................................................ 83,567
2009 ............................................................ 343,952
Thereafter ........................................................ 365,965
$829,897
Aggregate capitalized lease obligations included in the amounts above are payable in installments of $1,773
in 2005, $1,581 in 2006, $1,380 in 2007, $1,401 in 2008, $1,422 in 2009, and $15,965 thereafter.
The Third Restated Agreement, as amended, to the Senior Credit Facilities (“the Third Agreement”)
contains financial covenants with respect to borrowings, which include maintaining minimum interest and fixed
charge and maximum leverage ratios. In accordance with the Third Agreement, the limits imposed by such ratios
become more restrictive over time. In addition, the Third Agreement restricts the Company’s ability to incur
additional indebtedness, create liens, make investments or specified payments, give guarantees, pay dividends,
make capital expenditures, and enter into a merger or acquisition or sell assets. Indebtedness under these facilities
is (i) secured by substantially all of the assets of the Company, (ii) is guaranteed by certain of the Company’s
subsidiaries, and (iii) the Euro revolving credit facility is subject to a borrowing base of certain European assets.
The terms of the $350,000 8.5% Senior Subordinated Notes permit the holders to require the Company to
repurchase all or a portion of the notes in the event of a change of control. In addition, the terms of the notes
restrict or limit the ability of the Company and its subsidiaries to, among other things: (i) pay dividends or make
other restricted payments, (ii) incur additional indebtedness and issue preferred stock, (iii) create liens, (iv) incur
dividend and other restrictions affecting subsidiaries, (v) enter into mergers, consolidations, or sales of all or
substantially all of the assets of the Company, (vi) make asset sales, (vii) enter into transactions with affiliates,
and (viii) issue or sell capital stock of wholly owned subsidiaries of the Company. Payment obligations of the
notes are fully and unconditionally guaranteed on a joint and several basis by all of the Company’s domestic
subsidiaries, including ROV Holding, Inc. The foreign subsidiaries of the Company, which do not guarantee the
payment obligations under the notes, are directly and wholly owned by ROV Holding, Inc., with the exception of
Ningbo, which is 85% owned by the Company.
As of September 30, 2004, the Company was in compliance with all covenants associated with the Senior
Credit Facilities and Senior Subordinated Notes.
(7) Shareholders’ Equity
During 2004, the Company granted approximately 449 shares of restricted stock to certain members of
management. The total market value of the restricted shares granted was approximately $9,746 which was
recorded as a separate component of shareholders’ equity. Unearned compensation is being amortized to expense
over the appropriate vesting period of up to three years. During 2004, the Company recognized the forfeiture of
approximately 12 shares of restricted stock. The total market value of the forfeited shares on the date of grant
was approximately $216 which was recorded as an adjustment to unearned compensation.
On October 1, 2002, the Company granted approximately 393 shares of restricted stock to certain members
of management. The total market value of the restricted shares on date of grant was approximately $4,790 which
was recorded as unearned compensation as a separate component of shareholders’ equity. During 2003, the
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