SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) July 10, 2002
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9608 36-3514169
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(State of Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
29 East Stephenson Street Freeport, Illinois 61032-0943
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(Address Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(815) 235-4171
Item 5. Other Events.
Set forth below are the transitional disclosures required by paragraph
61 of SFAS No. 142, updated from the transitional disclosures
contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002. The update includes pro forma
information for the quarter ended March 31, 2001 and the years ended
December 31, 2001, 2000 and 1999, as if amortization of goodwill and
trade names had been discontinued on January 1, 1999. The Company is
making this disclosure to be incorporated by reference into its
universal shelf registration statement recently filed with the
Securities and Exchange Commission.
TRANSITION DISCLOSURES FOR THE ADOPTION OF SFAS NOS. 141 AND 142
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations" and No. 142, "Goodwill and Other Intangible
Assets" effective for fiscal years beginning after December 31, 2001.
Under the new rules, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized, but will be subject to
periodic impairment tests in accordance with the statements. Other
intangible assets will continue to be amortized over their useful
lives. The statement also requires business combinations initiated
after June 30, 2001 to be accounted for using the purchase method of
accounting, and establishes new criteria for recording intangible
assets separate from goodwill.
Pursuant to the adoption of SFAS No. 142, all amortization expense on
goodwill and intangible assets with indefinite lives ceased on January
1, 2002. The Company anticipates that the application of the
nonamortization provisions will increase annual net income in 2002 by
approximately $41.0 million or $0.15 per diluted share. During 2001
and the first quarter 2002, the Company performed the required
impairment tests of goodwill and indefinite lived intangible assets as
of January 1, 2002 and recorded a pre-tax goodwill impairment charge
of $538.0 million in the first quarter of 2002 (with an after-tax
charge totaling $514.9 million). There are no additional impairment
charges anticipated for 2002.
The cost of trade names and goodwill represented the excess of cost
over identifiable net assets of businesses acquired. Prior to the
adoption of SFAS No. 142, trade names acquired in a business
combination were not recognized separately from goodwill. Through the
year ended December 31, 2001, trade names and goodwill were amortized
over 40 years and other identifiable intangible assets were amortized
over 5 to 20 years. Upon adoption of SFAS No. 142, trade names have
not been "carved-out" from goodwill as they had not been identified
and measured at fair value in the initial recording of a business
combination.
A summary of changes in the Company's trade names and goodwill for the
quarter ended March 31, 2002 is as follows (IN MILLIONS):
Quarter Ended
March 31, 2002
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Balance at Period Beginning $2,316.9
Acquisitions and adjustments (34.3)
Impairments -
Levolor/Hardware segment (322.0)
Parker/Eldon segment (126.9)
Calphalon/WearEver segment (89.1)
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Balance at Period End $1,744.6
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The results of operations for the quarter ended March 31, 2002 and the
year ended December 31, 2001, 2000 and 1999 on a pro forma basis,
restated as though the amortization for trade names and goodwill had
been discontinued on January 1, 1999 are as follows (IN MILLIONS):
Quarter Ended March 31, Year Ended December 31,
2002 2001 2001 2000 1999
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Reported Income Before Cumulative Effect $ 51.0 $38.4 $264.6 $421.6 $ 95.4
of Accounting Change
Cumulative Effect of Accounting Change (515.0) - - - -
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Reported Net Income (Loss) $(464.0) $38.4 $264.6 $421.6 $ 95.4
Add back:
Goodwill and Tradename Amortization - 10.4 53.5 44.9 41.8
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Adjusted Net Income (Loss) $(464.0) $48.8 $318.1 $466.5 $137.2
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Quarter Ended March 31, Year Ended December 31,
2002 2001 2001 2000 1999
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Reported Basic Net Income (Loss) Per Share $ (1.74) $0.14 $0.99 $1.57 $0.34
Add back:
Goodwill and Tradename Amortization - 0.04 0.20 0.17 0.15
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Adjusted Basic Net Income (Loss) Per Share $ (1.74) $0.18 $1.19 $1.74 $0.49
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Quarter Ended March 31, Year Ended December 31,
2002 2001 2001 2000 1999
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Reported Diluted Net Income (Loss) Per Share $ (1.73) $0.14 $0.99 $1.57 $0.34
Add back:
Goodwill and Tradename Amortization - 0.04 0.20 0.17 0.15
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Adjusted Diluted Net Income (Loss) Per Share $ (1.73) $0.18 $1.19 $1.74 $0.49
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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.
NEWELL RUBBERMAID INC.
Date: July 9, 2002 By: /s/ Brett E. Gries
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Brett E. Gries
Vice President - Accounting
& Audit