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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 25, 2006
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-9608
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36-3514169 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 10 B Glenlake Parkway |
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| Suite 300 |
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| Atlanta, Georgia
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30328 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (770) 407-3800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02, and the Exhibit attached to this Report, are furnished pursuant
to Item 2.02 of Form 8-K. Consequently, such items are not deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section. Such items may only be incorporated by reference in another filing under the Exchange Act
or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
On April 27, 2006, Newell Rubbermaid Inc. (the “Company”) reported its results for the fiscal
quarter ended March 31, 2006. The Company’s press release, dated April 27, 2006, and Additional
Financial Information, is attached as Exhibit 99.1.
The press release and Additional Financial Information contain non-GAAP financial measures. For
purposes of Securities and Exchange Commission Regulation G, a “non-GAAP financial measure” is a
numerical measure of a registrant’s historical or future financial performance, financial position
or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding
amounts, that are included in the most directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or statement of cash flows of the
issuer; or includes amounts, or is subject to adjustments that have the effect of including
amounts, that are excluded from the most directly comparable measure so calculated and presented.
Operating and statistical measures and certain ratios and other statistical measures are not
non-GAAP financial measures. For purposes of the definition, GAAP refers to generally accepted
accounting principles in the United States. Pursuant to the requirements of Regulation G, the
Company has provided, as a part of the press release and Additional Financial Information, a
reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP
financial measure.
The Company has used the financial measures that are included in the press release and Additional
Financial Information both in presenting its results to stockholders and the investment community
and in its internal evaluation and management of its businesses. The Company’s management believes
that these measures — including those that are “non-GAAP financial measures” — and the
information they provide are useful to investors since these measures:
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enable investors and analysts to compare the current non-GAAP measures with the
corresponding non-GAAP measures used in the past, and |
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permit investors to view the Company’s performance using the same tools that Company
management uses to evaluate the Company’s past performance, reportable business segments
and prospects for future performance and to gauge the Company’s progress in achieving its
stated goals. |
The Company’s management believes that operating income,
income from continuing operations and gross margin, excluding restructuring charges related to Project Acceleration and impairment
charges (and as a percentage of sales), and diluted earnings per share from continuing operations,
excluding restructuring charges related to Project Acceleration and impairment charges, are also
useful because they provide investors with a meaningful perspective on the current underlying
performance of the Company’s continuing operations. The Company’s management believes that free
cash flow, now defined by the Company as cash generated from
operations less capital expenditures, is useful to investors because it is an indication of amounts of cash flow that may
be available for dividends and further investment in future growth initiatives. Another purpose
for which the Company uses diluted earnings per share from continuing operations, excluding
restructuring and impairment charges, is as a performance goal that helps determine the amount, if
any, of cash bonuses for corporate management employees under the Company’s management cash bonus
plan. The Company’s management believes that adjusted sales, as
reflected in the Currency Analysis included in Exhibit 99.1, is useful to investors because it
demonstrates the effect of foreign currency translation on reported sales.
While the Company believes that these non-GAAP financial measures are useful in evaluating the
Company, this information should be considered as supplemental in nature and not as a substitute
for or superior to the related financial information prepared in accordance with GAAP.
Additionally, these non-GAAP financial measures may differ from similar measures presented by other
companies.
Item 2.06 Material Impairments.
In the
first quarter of 2006, the Company began exploring various options
for certain businesses in the
Company’s Home Fashions segment. In connection with this evaluation of alternatives, the Company
obtained a better indication of the market value of these businesses and
determined that the businesses
had a net book value in excess of their fair value. Due to the apparent decline in value, the
Company conducted a new impairment test. The results of the impairment testing were reviewed and
discussed with the Audit Committee of the Board of Directors, which agreed with management’s
recommendations and concluded on April 25, 2006 that a $50.9 million impairment charge to
write off the goodwill of the businesses is required under generally accepted accounting principles.
This non-cash charge was recorded in the first quarter of 2006.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit |
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Description |
99.1
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Press Release, dated April 27, 2006, issued by Newell
Rubbermaid Inc., and Additional Financial Information |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEWELL RUBBERMAID INC. |
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Date: April 27, 2006
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By:
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/s/ Ronald L. Hardnock
Ronald L. Hardnock
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Vice President – Corporate
Controller |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
99.1
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Press Release, dated April 27, 2006, issued by Newell
Rubbermaid Inc., and Additional Financial Information |