UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1996
Commission File Number 0-27994
BATTERIES BATTERIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-383-5420
(State of other jurisdiction (I.R.S. Employer)
incorporation or organization) Identification No.)
200 Madison Avenue
2nd Fl.
New York, New York 10016
(Address of principal executive offices) (Zip Code)
(212) 953-0100
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
As of June 10, 1996, there were 4,000,000 shares of common stock
outstanding.
<PAGE>
BATTERIES BATTERIES, INC.
FORM 10-Q FOR THE PERIOD ENDED APRIL 30, 1996
INDEX
Page No.
---------
PART I - FINANCIAL INFORMATION
Financial Statements
Consolidated Balance Sheet
January 31, 1996 and April 30, 1996 (unaudited) ................. 3
Consolidated Statements of Income
For the three months ended April 30, 1995 (unaudited)
and 1996 (unaudited) ............................................ 4
Consolidated Statements of Cash Flows
For the three months ended April 30, 1995 (unaudited)
and 1996 (unaudited) ............................................ 5
Notes to the Consolidated Financial Statements ..................... 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................... 12
PART II - OTHER INFORMATION ............................................ 16
<PAGE>
BATTERIES BATTERIES, INC.
CONSOLIDATED BALANCE SHEETS
(In 000's)
<TABLE>
<CAPTION>
January 31, April 30,
1996 1996
------------- -------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 946 $ 4,462
Accounts receivable 2,517 2,911
Inventories 3,979 4,085
Prepaid expenses and other current assets 129 382
Current deferred income taxes 103 103
----------- -----------
Total current assets 7,674 11,943
----------- -----------
PROPERTY AND EQUIPMENT - Net 508 544
EXCESS OF COST OVER NET ASSETS ACQUIRED 588 581
OTHER ASSETS 335 221
----------- -----------
TOTAL $ 9,105 $ 13,289
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt $ 755 $ 744
Accounts payable 1,258 1,309
Accrued expenses 202 960
Redeemable Preferred Stock --- 1,000
Due to Stockholders of Merger Companies --- 795
Preferred dividends payable 53 73
Current portion of long-term debt 51 51
Current portion of obligations under capital leases 41 35
----------- -----------
Total current liabilities 2,360 4,967
----------- -----------
LONG-TERM DEBT 160 153
OBLIGATIONS UNDER CAPITAL LEASES 23 23
DEFERRED INCOME TAXES AND OTHER DEFERRED CREDITS 28 28
STOCKHOLDERS' EQUITY
Preferred Stock, par value $.001, 2,000,000 shares
authorized, 1,000,000 shares issued and outstanding 1 --
Class A Common Stock, par value $.001, 2,000,000
shares authorized, 517,990 shares and none shares,
respectively issued and outstanding 1 --
Common Stock, par value $.001, 10,000,000 shares
authorized, 222,010 shares and 4,000,000 shares,
respectively, issued and outstanding -- 4
Additional paid-in capital 1,507 7,953
Retained earnings 5,025 161
----------- -----------
Total stockholders' equity 6,534 8,118
----------- -----------
TOTAL $ 9,105 $ 13,289
=========== ===========
</TABLE>
See notes to consolidated financial statements.
-3-
BATTERIES BATTERIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In 000's)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
April 30, 1995 April 30, 1996
-------------- --------------
<S> <C> <C>
NET SALES $ 4,848 $ 6,179
COST OF SALES 3,350 4,094
--------- ---------
Gross profit 1,498 2,085
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,113 1,804
--------- ---------
INCOME FROM OPERATIONS 385 281
INTEREST EXPENSE, NET 28 18
--------- ---------
INCOME BEFORE PROVISION
FOR INCOME TAXES 357 263
PROVISION FOR INCOME TAXES 33 82
--------- ---------
NET INCOME 324 181
PREFERRED STOCK DIVIDEND
REQUIREMENTS - 20
--------- ---------
NET INCOME ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ 324 $ 161
========= =========
</TABLE>
Operating results of a closely held predecessor company have been combined
without adjustment for income taxes, salaries or other items that are included
in the operating results of the taxable predecessor companies. Pro forma
net income results have been presented, reflecting an estimated effective income
tax rate of 41%. See Note 4 for Unaudited Pro Forma Income Tax Information.
See Note 5 for unaudited pro forma information for acquisition and mergers,
including pro forma net income and per share net income available to common
stockholders.
See notes to consolidated financial statements.
-4-
BATTERIES BATTERIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In 000's)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
April 30, 1995 April 30, 1996
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $324 $181
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation expense 15 36
Changes in assets and liabilities:
Accounts receivable 572 (394)
Inventories 247 (105)
Prepaid expenses and other assets (23) (140)
Accounts payable and accrued expenses (681) 809
------ -------
Net cash provided by operating activities 454 387
------ -------
INVESTING ACTIVITIES:
Purchase of property and equipment, net (1) (65)
------ -------
Net cash used in investing activities (1) (65)
------ -------
FINANCING ACTIVITIES:
Proceeds from initial public offering, net of expenses -- 9,134
Payments to stockholders of Merger
Companies in connection with mergers -- (5,916)
Payments on borrowings (158) (18)
Principal payments on capital lease obligations -- (6)
------ -------
Net cash provided by (used in) financing activities (158) 3,194
------ -------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 295 3,516
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 517 946
------ -------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $812 $4,462
====== =======
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during period for:
Interest $ 26 $ 30
====== =======
Income taxes -- $ 39
====== =======
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITY:
Preferred stock dividends accrued -- $ 20
====== =======
Amounts payable to stockholders of Merger Companies -- $ 795
====== =======
</TABLE>
See notes to consolidated financial statements.
-5-
BATTERIES BATTERIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1996
(Unaudited)
1. BASIS OF PRESENTATION
In April 1996, Batteries Batteries, Inc. (the "Company") acquired, by
merger or stock acquisition (the "Mergers"), simultaneously with the closing
of its initial public offering of common stock and redeemable warrants (the
"Offering"), Advanced Fox Antenna, Inc. ("Advanced Fox") and Tauber
Electronics, Inc. ("Tauber"), (collectively, the "Merger Companies") for
common stock and cash. These three businesses are referred to herein as the
"Combined Companies." As a result of the substantial continuing interests in
the Company of the former stockholders of the Combined Companies, the
historical financial information of each of the Combined Companies has been
combined through April 12, 1996 on a historical cost basis in accordance with
generally accepted accounting principles as if the Combined Companies had
always been members of the same operating group. In June 1995, the Company
acquired 95% of the outstanding common stock of Specific Energy Corporation
("Specific Energy") in a business combination accounted for as purchase. The
accompanying consolidated financial statements and related notes to the
consolidated financial statements are representative of what the financial
position, results of operations and cash flows would have been if the Combined
Companies, except for Specific Energy, which is included from June 1, 1995, the
effective date of its acquisition, had been combined on February 1, 1995 (the
beginning of fiscal 1995). The assets and liabilities of the Combined Companies
are reflected at their historical amounts. The capital stock of Batteries
Batteries, Inc. is presented as capital stock of the Company and the capital
stock of Advanced Fox and Tauber is included in additional paid-in capital and
their retained earnings have been reclassified to additional paid-in capital as
of the date of the Mergers.
The results of operations of the Combined Companies reflect the combined
historical operating results of closely held Subchapter S and C corporations,
and do not include pro forma adjustments for income taxes, officers' salaries
or other items necessary for combining Subchapter S and C corporations. (See
Notes 4 and 5.)
Batteries Batteries, Inc. has reported on a fiscal year ending January 31.
Tauber and Advanced Fox have previously reported on a fiscal year ending
December 31. As such, the accounts of Tauber and Advanced Fox for their
respective fiscal quarters ending March 31 have been combined with the accounts
of Batteries Batteries, Inc. for the quarter ended April 30.
-6-
<PAGE>
The accompanying consolidated financial statements as of April 30, 1996
and the three months ended April 30, 1996 and April 30, 1995 are unaudited;
but in the opinion of management, the information contained herein reflects
all adjustments necessary to make the results of operations for the interim
periods a fair statement of such operations. All such adjustments are of a
normal recurring nature. Operating results for interim periods are not
necessarily indicative of results which may be expected for the year as a
whole. These consolidated financial statements should be read in conjunction
with the audited financial statements and footnotes thereto included in the
Company's Registration Statement on Form S-1 (No. 33-80939) declared effective
by the Securities and Exchange Commission on April 8, 1996 (the "Registration
Statement") which related to the Offering.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following supplements the significant accounting policies referred to
in the Notes to the Combined Financial Statements included in the Registration
Statement.
a. Net income per share - Historical net income per share has not been
presented as it is not meaningful due to the S Corporation status of
one of the Merger Companies. See Note 4 for pro forma net income per
share.
b. Statement of Financial Accounting Standards No. 123 - In October
1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation," which is effective for the Company
beginning January 1, 1996. SFAS No. 123 requires expanded
disclosures of stock-based compensation arrangements with employees
and encourages (but does not require) compensation cost to be
measured based on the fair value of the equity instrument awarded.
Companies are permitted, however, to continue to apply APB Opinion
No. 25, which recognizes compensation cost based on the intrinsic
value of the equity instrument awarded. The Company will continue to
apply APB Opinion No. 25 to its stock based compensation awards to
employees and will disclose the required pro forma effect on net
income and earnings per share in its annual financial statements.
c. Statement of Financial Accounting Standards No. 121 - The Company
adopted the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
of." There was no impact in the consolidated financial statements
from adoption of this statement.
-7-
<PAGE>
3. STOCKHOLDERS' EQUITY
Changes in stockholders' equity during the three months ended April
30, 1996 were as follows:
(in 000's)
----------
Stockholders' equity at January 31, 1996 $6,534
Issuance of 2,300,000 shares of common stock at $5.00 per
share and 2,300,000 redeemable common stock purchase
warrants at $.10 per warrant in the Offering, net of
underwriting discounts and offering costs 9,134
Use of portion of proceeds of Offering to pay the
cash portion of the merger consideration (5,916)
Additional amounts payable (net) to the former stockholders
of Merger Companies based on merger agreements (795)
Reclassification of the Preferred Stock to Redeemable
Preferred Stock upon consummation
of the Offering (1,000)
Preferred stock dividend requirements (20)
Net income 181
------
Stockholders' equity at April 30, 1996 $8,118
======
a. The Mergers
Simultaneously with the closing of the Offering, the Company issued
960,000 shares of common stock and options to purchase 50,000 shares
of common stock and paid $5,916,000 in cash to the former
stockholders of the Merger Companies. In addition, the Company
estimated that it owes an additional $795,000 in cash payable in the
second and third quarters of 1996 to the former stockholders of the
Merger Companies in connection with the respective merger
agreements. Such amount has been reflected as a reduction of
stockholders' equity and been credited as an amount due to
stockholders. Approximately $600,000 of this amount was paid in May
1996 and the remainder will be paid during the period ending October
31, 1996.
-8-
<PAGE>
b. Preferred Stock
Pursuant to its terms, the 1,000,000 shares of preferred stock
outstanding on April 30, 1996, are to be redeemed on April 12, 1997
at $1.00 per share with accrued dividends at 8% per annum. The
Company redeemed 250,000 of the 1,000,000 shares in May 1996.
c. Class A Common Stock
Upon the consummation of the Offering the outstanding shares of
Class A Common Stock were converted into a like numbers of shares of
Common Stock, in accordance with their terms.
d. Stock Options
In 1996, the Company granted stock options to purchase 185,000
shares to certain employees and an option to purchase 50,000 shares of
Common Stock in connection with the Mergers at $5.00 per share. In
addition, the Company previously had outstanding options to purchase
20,720 shares which were granted to two directors at $2.89 per share.
e. Warrants
Each Warrant is exercisable at a price of $5.00 per share after
April 8, 1997 and is redeemable thereafter at a price of $.01 per
warrant upon not less than 30 days' prior written notice if the last
sale price of the Common Stock has been at least $7.50 per share on
the 20 consecutive trading days ending on the third day prior to the
date on which the notice of redemption is given.
-9-
<PAGE>
4. UNAUDITED PRO FORMA INCOME TAX INFORMATION
The following unaudited pro forma income tax information is presented in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes," as if Advanced Fox, a subchapter S corporation
prior to its merger with the Company, had been subject to federal income taxes
throughout the periods presented:
(in 000's)
-----------
Three Months Three Months
Ended April 30, Ended April 30,
1995 1996
-------------------- ------------------
Net income before pro forma
adjustments, per the consolidated
statements of income $ 357 $ 263
Provision for income taxes 146 108
-------------------- ------------------
Pro forma net income $ 211 $ 155
=================== ==================
As of April 12, 1996, the subchapter S Corporation status has terminated. The
pro forma adjustment reflects an increase in the provisions for income taxes to
an effective rate of 41%. While this effective rate represents the Combined
Companies pro forma tax rate based on the historic earning trends in the
respective tax jurisdictions, this rate may change in the future.
5. UNAUDITED PRO FORMA INFORMATION FOR ACQUISITION AND MERGERS
On June 6, 1995, effective June 1, 1995, the Company acquired 95% of the
outstanding common stock of Specific Energy for approximately $1,013,000,
including $770,000 in cash, a note payable in the amount of $180,000, and
acquisition related expenses of approximately $63,000 (the "Acquisition"). The
Acquisition was accounted for as a purchase in accordance with Accounting
Principles Board Opinion No. 16. The purchase price was allocated to the
underlying assets and liabilities based upon their respective fair values. The
allocation of the purchase price included the assignment of approximately
$604,000 to excess of cost over net assets acquired. The results of Specific
Energy are included in the consolidated financial statements from the effective
date of Acquisition.
-10-
<PAGE>
The following presents the unaudited pro forma results of operations of
the Company for the three months ended April 30, 1995 and 1996 as if the
Acquisition had been consummated at the beginning of fiscal year 1995, and
includes certain pro forma adjustments resulting from the Mergers and the
Offering, including the amortization of intangible assets, adjustments to
executive compensation, an increase in corporate overhead expenses and a
reduction in interest expense. In addition, the pro forma provision for income
taxes is provided at an effective rate of 41.7%. (See Note 4).
Three Months Three Months
Ended April 30, Ended April 30,
1995 1996
Net sales $ 5,475 $6,179
Cost of sales 3,715 4,094
------- -------
Gross profit 1,760 2,085
Selling, general and administrative
expenses 1,434 1,826
------- -------
Operating income 326 259
Interest expense (income) 32 (22)
------- -------
Income before income taxes 294 281
Provision for income taxes 121 115
------- -------
Net income $ 173 $ 166
======= =======
Preferred stock dividend requirements 20
-------
Net income available to common stockholders $ 146
=======
Per share net income available to
common stockholders $ .04
=======
The computation of pro forma net income per share as adjusted is based upon
4,151,573 weighted average shares of Common Stock outstanding, which includes
(i) 740,000 shares outstanding prior to the Offering, including the shares
issued upon conversion of outstanding shares of Class A Common Stock, (ii)
2,300,000 shares sold in the Offering, (iii) 960,000 shares issued to the
stockholders of the Merger Companies as a portion of the consideration for the
Mergers and (iv) the dilution attributable to outstanding stock options and
warrants in applying the treasury stock method.
The pro forma results of operations are prepared for comparative purposes only
and do not necessarily reflect results that would have occurred had the
Acquisition and Mergers occurred at the beginning of fiscal year 1995 or the
results which may occur in the future.
-11-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction
Prior to the Mergers, each of the three Combined Companies operated as a
separate independent entity. For all periods presented, the consolidated
financial statements include the accounts of the Combined Companies as if the
Combined Companies had always been members of the same operating group without
giving effect to the Mergers or the Offering. As a result, historical combined
results may not be comparable to or indicative of future performance. The
assets and liabilities of the Combined Companies are reflected at their
historical amounts.
Advanced Fox has operated as a Subchapter S corporation under the
Internal Revenue Code of 1986, as amended. The Company will file as a
consolidated group for federal income tax purposes. The unaudited pro forma
results included in the Notes to the Consolidated Financial Statements reflect
an income tax provision at an effective rate of 41% calculated in accordance
with SFAS No. 109. While this effective rate represents the Combined
Companies' pro forma tax rate based on the historic earnings trends in the
respective tax jurisdictions, this rate may change in the future. See Note 4
of Notes to Consolidated Financial Statements.
Results of Operations
The following table sets forth various items as a percentage of net sales
revenues for the three months ended April 30, 1995 and 1996 on an historical
basis, as well as on a pro forma basis, giving effect to the Mergers. The
primary differences between the pro forma and historical results are due to
the inclusion of (i) the results of operations of Specific Energy, which was
acquired in June 1995, (ii) the adjustments to compensation expense resulting
in the renegotiation
-12-
<PAGE>
of the executive compensation agreements with the Presidents of each of the
Merger Companies, additional executives compensation and contractual
management fees, (iii) adjustment to interest expense resulting from the use of
proceeds from the Offering and (iv) the additional provision for income taxes
resulting from the elimination of subchapter S corporation status.
Three Months Ended April 30,
Historical Pro Forma
1995 1996 1995 1996
---- ---- ---- ----
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 69.1 66.3 67.9 66.3
------ ------ ------ ------
Gross Margin 30.9 33.7 32.1 33.7
Selling, general and administrative expenses 23.0 29.2 26.2 29.5
------ ------ ------ ------
Income from operations 7.9 4.5 5.9 4.2
Interest expense (income) .5 .2 .5 (.3)
------ ------ ------ ------
Income before provision for income taxes 7.4% 4.3% 5.4% 4.5%
====== ====== ====== ======
Historical Three Months Ended April 30, 1996 ("1996") Compared to Historical
Three Months Ended April 30, 1995 ("1995")
Net sales increased 27.5% from $4.8 million in 1995 to $6.2 million in
1996. The increase was primarily due to the inclusion of Specific Energy's
revenues of $ .6 million and the continued rapid growth of Advanced Fox's
cellular accessory business, partially offset by a decline in Tauber's sales,
primarily the result of a reduction of its value added battery assembly
business caused by a discontinuation of production by a supplier of a battery
product and the delays in reorders from certain customers.
Gross profit increased from $1.5 million in 1995 to $2.1 million in 1996
and as a percentage of sales increased from 30.9% in 1995 to 33.7% in 1996.
The percentage increase is primarily due to the inclusion of the revenues and
cost of sales of Specific Energy which reflect higher gross profit margins,
particularly its retail sales margins, and the large sales increase in the
Advanced Fox cellular accessory business which are effected at significantly
higher margins than the margins of the Tauber sales; Tauber sales declined
between the comparative periods.
Selling, general and administrative ("SG&A") expenses increased from $1.1
million in 1995 to $1.8 million in 1996 and as a percentage of sales increased
from 23.0% in 1995 to 29.2% in 1996. The percentage increase was substantially
due to: i) the inclusion of the results of operations of Specific Energy which
due to its retail operations has a higher percentage than Tauber's and Advanced
Fox's percentages ii) an increase in marketing, selling and distribution costs
incurred by Advanced Fox and iii) the reduction in sales by Tauber which was not
fully offset by expense reductions.
-13-
<PAGE>
Liquidity and Capital Resources
For the 1995 and 1996 three month comparative periods, net cash provided
by operating activities were $454,000 and $387,000, respectively, the
difference resulting from several factors including the reduction in net
income and a $140,000 increase in prepaid expenses and other assets, partially
the result of the payment of a $150,000 origination fee to Founders Management
Services, Inc., an affiliate of Messrs. Warren H. Haber, Chairman of the Board
and John L. Teeger, a Vice President and Director of the Company; and cash
used for additions to property and equipment were $1,000 and $65,000,
respectively. For the 1995 period, the cash used in financing activities ws
$158,000, the result of payments of debt. For the 1996 period cash provided by
financing activities was $3.2 million primarily due to the net proceeds from
the Offering. Of the $9.2 million net proceeds from the Offering, $5.9 million
was paid to the former stockholders of the Merger Companies. As a result, the
Company had at April 30, 1996 cash and cash equivalents of approximately $4.5
million.
To effect the Mergers, the Company, in addition to the $5.9 million cash
payment, issued 960,000 shares of Common Stock and an option to purchase an
additional 50,000 shares at a price of $5.00 per share. Pursuant to the
related merger agreements, an additional $.8 million is to be paid to the
former stockholders of the Merger Companies (reflected as a reduction of the
stockholders equity and credited as a payable) of which approximately $.6
million was paid in May 1996, with the balance to be paid prior to October
31,1996.
The Company redeemed in May 1996 from the net proceeds of the Offering
250,000 of the 1,000,000 outstanding shares of Series A Preferred Stock at the
redemption price of $1.00 per share plus accrued dividends at 8% per annum.
Pursuant to their terms, the remaining 750,000 shares are to be redeemed on
April 11, 1997 at the redemption price.
In addition, the Company expects to repay approximately $744,000 of
outstanding debt at April 30, 1996 during the second and third quarters of
1996.
The Company estimates that it will incur additional capital expenditures
of approximately $500,000 during the next twelve months in connection with the
new retail locations, expansion of office and warehouse facilities and
procurement of computer systems.
-14-
<PAGE>
Management believes that operating cash flow, available cash and
available credit resources, will be adequate to make the repayments of
indebtedness described herein, to meet the working capital needs of the
Company and to meet anticipated capital expenditure needs during the next 12
months. Although the Company intends to issue shares of Common Stock as its
primary method of financing acquisitions, it anticipates that additional funds
will be required to implement successfully its acquisition program, and will
use various methods to finance acquisitions for this purpose.
Seasonality and Inflation
The Company's net sales typically show no significant seasonal
variations, although net sales may be affected in the future by timing of
retail store openings or acquisitions.
The impact of inflation on the Company's operations has not been
significant to date. However, there can be no assurance that a high rate of
inflation in the future would not have an adverse effect on the Company's
operating results.
-15-
<PAGE>
PART II - OTHER INFORMATION
Item 5. Other Information
The Company appointed on May 20, 1996 Mr. Stephen Rade, President of
Advanced Fox and Vice President of the Company as its Chief Operating Officer.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
None.
b) Reports on Form 8-K
No current reports on Form 8-K were filed during the three months ended
April 30, 1996.
-16-
<PAGE>
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 thereunto duly authorized.
June 18, 1996 By: /s/ Ronald E. Badke
Date _______________________________________
Ronald E. Badke
Vice President and Chief Financial Officer
By: /s/ Donald L. Luke
_______________________________________
Donald L. Luke
President and Chief Executive Officer
By: /s/ John L. Teeger
_______________________________________
John L. Teeger
Vice President and Secretary
-17-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule
The schedule contains summary financial information extracted from
the unaudited consolidated balance sheet as of April 30, 1996 and the
unaudited statement of income for the three months then ended contained in the
report on Form 10-Q for the three months April 30, 1996 of Batteries
Batteries, Inc. and is qualified in its entirety by reference to such
financial statements:
</LEGEND>
<MULTIPLIER> 1,000,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-END> APR-30-1996
<CASH> 4,462
<SECURITIES> 0
<RECEIVABLES> 3,009
<ALLOWANCES> 98
<INVENTORY> 4,085
<CURRENT-ASSETS> 11,943
<PP&E> 544
<DEPRECIATION> 29
<TOTAL-ASSETS> 13,289
<CURRENT-LIABILITIES> 4,967
<BONDS> 0
1,000
0
<COMMON> 4
<OTHER-SE> 8,118
<TOTAL-LIABILITY-AND-EQUITY> 13,289
<SALES> 6,179
<TOTAL-REVENUES> 6,179
<CGS> 4,094
<TOTAL-COSTS> 4,094
<OTHER-EXPENSES> 1,804
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18
<INCOME-PRETAX> 263
<INCOME-TAX> 82
<INCOME-CONTINUING> 181
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 181
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
