Rayovac 2005 Annual Report Download - page 116

The Company is currently fi nalizing the valuation
of intangible assets and property, plant and equip-
ment acquired which may impact the estimates of the
fair value of net assets acquired in the transaction.
As of April 29, 2005
Current assets $ 89,000
Property, plant, and equipment 36,000
Intangible assets 234,000
Goodwill 327,000
Other assets 11,000
Total assets acquired 697,000
Current liabilities 32,000
Short-term debt –
Long-term liabilities 102,000
Total liabilities assumed 134,000
Net assets acquired $563,000
Less: Cash acquired (13,000)
Payments for acquisitions $550,000
None of the goodwill acquired in this transaction
is expected to be deductible in the determination of
income taxes.
Acquisition of United
On February 7, 2005, the Company completed the
acquisition of all of the outstanding equity interests
of United, a leading manufacturer and marketer of
products for the consumer lawn and garden care and
household insect control markets in North America
and a leading supplier of quality products to the pet
supply industry in the United States. At the time of
the acquisition, United had approximately 2,800
employees throughout North America and was orga-
nized under three operating divisions: U.S. Home &
Garden, Nu-Gro Corporation and United Pet Group.
The acquisition of United allows the Company to
gain signifi cant presence in several new consumer
products markets, including categories that will
signifi cantly diversify the Company’s revenue base.
The results of United’s operations since February 7,
2005 are included in the Company’s Consolidated
Statements of Operations for 2005. The fi nancial
results of the United acquisition are reported as a
separate business segment. United contributed
$787,042 in net sales, and recorded operating
income of $79,008 in the current year.
The aggregate purchase price was approximately
$1,490,000, net of cash acquired of approximately
$14,000. The purchase price consisted of cash con-
sideration of approximately $1,051,000 and com-
mon stock of the Company totaling approximately
$439,000. The aggregate purchase price included
acquisition related expenditures of approximately
$22,000. The value of common stock was deter-
mined based on 13,750 shares at $31.94 per share.
The share price of $31.94 used in the calculation of
the purchase price is based on a fi ve-day average
beginning on December 30, 2004.
The Company is currently fi nalizing the valuation of
intangible assets and property, plant and equipment
acquired which may impact the estimates of the fair
value of net assets acquired in the transaction.
As of February 7, 2005
Current assets $ 406,000
Property, plant, and equipment 94,000
Intangible assets 500,000
Goodwill 794,000
Other assets 60,000
Total assets acquired 1,854,000
Current liabilities 144,000
Short-term debt 14,000
Long-term liabilities 192,000
Total liabilities assumed 350,000
Net assets acquired $1,504,000
Less: Cash acquired (14,000)
Payments for acquisitions $1,490,000
Approximately $433,000 of the total goodwill
acquired in this transaction is expected to be
deductible in the determination of income taxes.
Acquisition of Microlite
On May 28, 2004, the Company completed the
acquisition of 90.1% of the outstanding capital
stock, including all voting stock, of Microlite, a
Brazilian battery company, from VARTA AG of Germany
and Tabriza Brasil Empreendimentos Ltda. of Brazil.
Microlite manufactures and sells both alkaline and
zinc carbon batteries as well as battery-operated
lighting products. Microlite has operated as an inde-
pendent company since 1982. The acquisition of
Microlite consolidates the Company’s rights to the
Rayovac brand name globally. The fi nancial results
of the Microlite acquisition are reported as part
of the Latin America business segment.
2005 Form 10-K Annual Report
Spectrum Brands, Inc.
SPECTRUM BRANDS, INC.96