Rayovac 2002 Annual Report Download - page 51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Rayovac Corporation and Subsidiaries
(In thousands, except per share amounts)
on the average daily-unused portion of the revolving facilities. A fee (2.25% to 3.50%) per annum (3.25% at October 1, 2002) is payable on the
outstanding letters of credit. The Company also incurs a fee of 0.25% per annum of the average daily maximum amount available to be drawn on each
letter of credit issued. The margin on the revolving facilities, six-year amortizing term loan and fees on outstanding letters of credit may be adjusted if
the Company’s leverage ratio, as defined, increases or decreases.
The Third Restated Agreement contains financial covenants with respect to borrowings which include maintaining minimum interest and fixed charge
and maximum leverage ratios. In accordance with the Agreement, the limits imposed by such ratios become more restrictive over time. In addition, the
Third Restated 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 merge or acquire or sell assets.
The aggregate scheduled maturities of debt as of October 1, 2002 are as follows: (1)
2003 $ 13,400
2004 9,411
2005 14,250
2006 14,250
2007 14,250
Thereafter 413,750
$479,311
(1) Reflects debt structure resulting from the acquisition of the consumer battery business of VARTA AG. Amounts do not include debt held by the purchased entities at
October 1, 2002.
(7) Shareholders’ Equity
On October 1, 2000, the Company granted approximately 277 shares of restricted stock to certain members of management. The total market value of
the restricted shares on date of grant was approximately $4,746 and has been recorded as unearned compensation as a separate component of share-
holders’ equity. During 2002, the Company recognized the forfeiture of approximately 24 restricted shares of stock. The total market value on the date
of grant for the forfeited shares was approximately $413 and has been recorded as an adjustment to unearned compensation. Approximately 186 of these
shares will vest on September 30, 2003 provided the recipient is still employed by the Company. The remainder vests one third each year from the date
of grant. Unearned compensation is being amortized to expense over the three-year vesting period.
On June 22, 2001, the Company completed a primary offering of 3,500 shares of Common stock. The net proceeds of approximately $64,200 after
deducting the underwriting discounts and offering expenses, were used to repurchase approximately $64,800 principal amount of 101⁄4% Series B Senior
Subordinated Notes.
Concurrently, the Thomas H. Lee Group and its affiliates sold approximately 4,200 shares and certain Rayovac officers and employees sold approxi-
mately 900 shares in a secondary offering of Common stock. The Company did not receive any proceeds from the sales of the secondary offering shares
but incurred expenses for the offering of approximately $200 which are included in Special Charges.
On August 16, 2002, the Company granted approximately 24 shares of restricted stock to a certain member of management. These shares will vest on
September 30, 2003 provided the recipient is still employed with the Company. The total market value of the restricted shares on the date of grant was
approximately $313 and has been recorded as unearned compensation as a separate component of shareholders’ equity. Unearned compensation is being
amortized over a 13 month vesting period.