Rayovac 2007 Annual Report Download - page 70

68 SPECTRUM BRANDS | 2007 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Spectrum Brands, Inc.
included in the Global Pet Supplies business segment within the
Company’s consolidated results.
As of September 1, 2005
Current assets $ 3,000
Property, plant, and equipment 1,000
Intangible assets 10,000
Goodwill 19,000
Total assets acquired 33,000
Current liabilities 3,000
Long-term liabilities 3,000
Total liabilities assumed 6,000
Net assets acquired $ 27,000
Less: Cash acquired (600)
Payments for acquisitions $ 26,400
None of the goodwill acquired in this transaction is deductible
for tax purposes. (See Note 6, Intangible Assets, for additional
information on the intangible assets acquired in the Jungle Labs
acquisition).
Acquisition of Tetra
On April 29, 2005, the Company acquired all of the outstand-
ing equity interests of Tetra for a purchase price of approximately
$550,000, net of cash acquired of approximately $13,000 and
inclusive of a fi nal working capital payment of $2,400, made in
July 2005. The aggregate purchase price also included acquisition-
related expenditures of approximately $16,100. Tetra manufac-
tures, distributes and markets a comprehensive line of foods,
equipment and care products for fi sh and reptiles, along with
accessories for home aquariums and ponds. Tetra operates in over
90 countries and holds leading market positions in Europe, North
America and Japan. The fi nancial results of Tetra are included in
the Global Pet Supplies business segment within the Company’s
consolidated results. The following table summarizes the fair
value of the assets acquired and liabilities assumed as of the date
of the acquisition using the exchange rates in effect as of that date.
As of April 29, 2005
Current assets $ 89,000
Property, plant, and equipment 35,000
Intangible assets 234,000
Goodwill 326,000
Other assets 9,000
Total assets acquired 693,000
Current liabilities 34,000
Long-term liabilities 96,000
Total liabilities assumed 130,000
Net assets acquired $ 563,000
Less: Cash acquired (13,000)
Payments for acquisitions $ 550,000
None of the goodwill acquired in this transaction is deductible in
the determination of income taxes. (See Note 6, Intangible Assets,
for additional information on the intangible assets acquired in the
Tetra acquisition).
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 specialty pet products to the
pet supply industry in the United States. The acquisition of
United allows the Company to gain signifi cant presence in several
new consumer products markets, including categories that sig-
nifi cantly diversify the Company’s revenue base. Subsequent to
the acquisition, the fi nancial results of the lawn and garden and
household insect control business of United are included in the
Home and Garden Business, which has been designated as dis-
continued operations, and the fi nancial results of the pet business
of United are included in the Global Pet Supplies business seg-
ment within the Company’s consolidated results.
The aggregate purchase price was approximately $1,490,000,
net of cash acquired of approximately $14,000. The purchase
price consisted of cash consideration of approximately $1,051,000
and common stock totaling approximately $439,000. The aggre-
gate 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 pur-
chase price is based on a fi ve-day average beginning on Decem-
ber 30, 2004. The following table summarizes the fair value of
the assets acquired and liabilities assumed as of the date of the
acquisition using the exchange rates in effect as of that date.
As of February 7, 2005
Current assets $ 401,000
Property, plant, and equipment 91,000
Intangible assets 500,000
Goodwill 780,000
Other assets 61,000
Total assets acquired 1,833,000
Current liabilities 149,000
Short-term debt 14,000
Long-term liabilities 166,000
Total liabilities assumed 329,000
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 determina-
tion of income taxes. (See also Note 6, Intangible Assets, for
additional information on the intangible assets acquired in the
United acquisition).