UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended December 31, 1993
( ) Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Act of 1934
For the transition period from to
Commission File Number 1-5910
CARTER-WALLACE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-4986583
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1345 Avenue of the Americas
New York, New York 10105
(Address of principal executive
offices)
Registrant's telephone number, including area code: 212-339-5000
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
The number of shares of the registrant's Common Stock and Class B common stock
outstanding at December 31, 1993 were 33,442,000 and 12,634,000,
respectively.
<PAGE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
DECEMBER 31, 1993
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Statements of Earnings for the three
months and nine months ended December 31, 1993 and 1992 1
Condensed Consolidated Balance Sheets at
December 31, 1993 and March 31, 1993 2
Condensed Consolidated Statements of Cash Flows
for the nine months ended December 31, 1993 and 1992 3
Notes to Condensed Consolidated Financial Statements 4
Report by KPMG Peat Marwick on their Limited Review 7
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 13
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 14
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Revenues:
Net sales $176,459,000 $159,640,000 $489,475,000 $484,150,000
Income from licensing
agreement - - - 10,000,000
Other revenues 1,125,000 1,345,000 3,697,000 4,171,000
177,584,000 160,985,000 493,172,000 498,321,000
Cost and expenses:
Cost of goods sold 57,098,000 54,255,000 168,020,000 165,374,000
Advertising, marketing
& other selling
expenses 66,261,000 55,740,000 196,946,000 179,643,000
Research & development
expenses 14,405,000 12,388,000 39,079,000 36,839,000
General, administrative
& other expenses 20,624,000 18,835,000 59,638,000 57,893,000
Interest expense 516,000 415,000 1,535,000 1,551,000
158,904,000 141,633,000 465,218,000 441,300,000
Earnings before taxes
on income 18,680,000 19,352,000 27,954,000 57,021,000
Provision for taxes
on income 5,791,000 5,999,000 7,851,000 17,677,000
Net earnings before
cumulative effect
of accounting change 12,889,000 13,353,000 20,103,000 39,344,000
Cumulative effect of
accounting change,
net of tax - - (43,819,000) -
Net earnings (loss) $ 12,889,000 $ 13,353,000 $(23,716,000) $ 39,344,000
Net earnings (loss) per
average share of common
stock outstanding:
Before cumulative effect
of accounting change $ .28 $ .29 $ .44 $ .86
Cumulative effect of
accounting change - - (.96) -
Net earnings (loss) $ .28 $ .29 $(.52) $ .86
Cash dividends per share $ .0833 $ .0833 $ .2499 $ .2499
Average shares of
common stock
outstanding 45,959,000 45,783,000 45,850,000 45,786,000
</TABLE>
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<PAGE>
<TABLE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
December 31, March 31,
1993 1993
(Unaudited) (Restated)
Assets
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 15,001,000 $ 8,231,000
Short-term investments 29,697,000 28,207,000
Accounts and other receivables
less allowances of $5,357,000
at December 31, 1993 and
$5,639,000 at March 31, 1993 130,660,000 139,413,000
Inventories:
Finished goods 65,846,000 52,835,000
Work in process 18,545,000 22,520,000
Raw materials and supplies 37,448,000 39,085,000
121,839,000 114,440,000
Prepaid expenses, deferred taxes
and other current assets 22,358,000 22,507,000
Total Current Assets 319,555,000 312,798,000
Property, plant and equipment, at cost 274,971,000 263,367,000
Less: accumulated depreciation and
amortization 120,136,000 113,297,000
154,835,000 150,070,000
Intangible assets 111,614,000 117,232,000
Other assets 40,028,000 15,450,000
Total Assets $626,032,000 $595,550,000
<CAPTION>
Liabilities and Stockholders' Equity
<S> <C> <C>
Current Liabilities:
Accounts payable $ 18,067,000 $ 32,866,000
Accrued expenses 95,886,000 93,807,000
Notes payable 11,692,000 1,950,000
Total Current Liabilities 125,645,000 128,623,000
Long-Term Liabilities:
Long-term debt 12,560,000 13,184,000
Deferred compensation 8,290,000 7,751,000
Other long-term liabilities 85,343,000 16,831,000
Total Long-Term Liabilities 106,193,000 37,766,000
Stockholders' Equity:
Common stock 34,418,000 34,373,000
Class B common stock 12,787,000 12,832,000
Capital in excess of par value 1,683,000 637,000
Retained earnings 380,688,000 415,369,000
Less: Equity adjustment from
foreign currency translation 20,227,000 14,739,000
Treasury stock, at cost 15,155,000 19,311,000
Total Stockholders' Equity 394,194,000 429,161,000
Total Liabilities and Stockholders' Equity $626,032,000 $595,550,000
</TABLE>
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<PAGE>
<TABLE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31, 1993 AND 1992
(Unaudited)
<CAPTION>
<S> <C> <C>
1993 1992
Net earnings (loss) $(23,716,000) $ 39,344,000
Cumulative effect of accounting
change 43,819,000 -
Changes in assets and liabilities (10,284,000) (5,890,000)
Other changes 20,303,000 19,398,000
Cash flows from operations 30,122,000 52,852,000
Cash flows used in investing activities:
Additions to property, plant and
equipment (17,651,000) (19,510,000)
Increase in short-term investments (3,155,000) (1,258,000)
Payments for acquisitions (196,000) (755,000)
Other investing activities 443,000 2,889,000
(20,559,000) (18,634,000)
Cash flows used in financing activities:
Dividends paid (11,455,000) (11,442,000)
Increase in borrowings 10,109,000 1,428,000
Payments of debt (771,000) (2,422,000)
Purchase of treasury stock (278,000) (342,000)
(2,395,000) (12,778,000)
Effect of exchange rate changes on
cash and cash equivalents (398,000) (822,000)
Increase in cash and cash equivalents $ 6,770,000 $ 20,618,000
</TABLE>
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<PAGE>
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
Note 1: Interim Reports
The results of the interim periods are not necessarily indicative of
results expected for a full year's operations. In the opinion of
management, all adjustments necessary for a fair statement of results of
these interim periods have been reflected in these financial statements and
are of a normal recurring nature.
Note 2: Review of Independent Auditors
The financial information included in this report has been reviewed by KPMG
Peat Marwick, independent auditors, in accordance with standards and
procedures established by the American Institute of Certified Public
Accountants. All adjustments or additional disclosures proposed by KPMG
Peat Marwick have been reflected in the data presented and a copy of their
report on this limited review is included in this Form.
Note 3: Postretirement Benefits Other Than Pensions
The Company provides certain health care and life insurance benefits for
retired employees. Effective April 1, 1993, the Company adopted Statement
of Financial Accounting Standards ("SFAS") No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions".
SFAS No. 106 requires companies to accrue postretirement benefits during
the years the employees render service until they attain full eligibility
for those benefits. Previously, these costs were recognized as expense as
the premiums were paid. The postretirement benefit plans are unfunded.
The cumulative effect of adopting SFAS No. 106 as of April 1, 1993,
resulted in a charge of $69,554,000 before taxes or $43,819,000 after taxes
($.96 per share). This non-cash charge represents the accumulated benefit
obligation which the Company has elected to recognize immediately. The
initial postretirement benefit obligation was subsequently reduced as a
result of plan modifications made effective July 1, 1993. In accordance
with SFAS No. 106, this reduction in the obligation is being amortized as a
component of the net periodic postretirement expense in current and future
years. The effect of adopting SFAS No. 106 and the subsequent amendment of
the plan will increase 1994 postretirement benefit expense by approximately
$2,500,000 before taxes or $1,700,000 after taxes ($.04 per share). The
effect on the nine months ended December 31, 1993 excluding the one-time
charge to earnings was approximately $2,300,000 before taxes or $1,600,000
after taxes ($.03 per share).
(Continued)
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<PAGE>
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(Continued)
Note 4: Income Taxes
Effective April 1, 1993, the Company adopted SFAS No. 109 "Accounting for
Income Taxes". This statement requires a change in the method of
accounting for income taxes from the deferred method to the liability
method.
During the quarter ended September 30, 1993, the enacted federal statutory
tax rate increased from 34% to 35%. In accordance with SFAS No. 109,
deferred income taxes were adjusted to reflect this change which resulted
in a credit to the income tax provision of $815,000 or $.02 per share. The
effect of the tax law change on the current provision was not significant.
Deferred income taxes are provided for temporary differences between the
book and tax bases of the Company's assets and liabilities. As of April 1,
1993, the Company had net deferred tax assets of $35,400,000 recorded in
the condensed consolidated balance sheet which was subsequently increased
to $36,200,000 reflecting the change in the enacted federal statutory tax
rate. Aggregate deferred tax assets of $50,700,000 consist primarily of
$26,800,000 related to postretirement benefit plans, $10,300,000 related to
accrued liabilities, $8,200,000 related to employee benefit plans, and
$4,500,000 related to asset valuations. Aggregate deferred tax liabilities
of $14,500,000 consist primarily of $11,200,000 related to the excess of
tax depreciation over depreciation for financial statement purposes.
The effect of adopting this statement was a one-time non-cash charge of
$1,970,000 which was recognized on a restated basis in the year ended March
31, 1989. Accordingly, retained earnings as of March 31, 1993 have been
restated to reflect the adoption. In addition, as a result of the
restatement of acquisitions made subsequent to March 31, 1989, Intangible
Assets at March 31, 1993 have been restated and reduced by $800,000.
A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax assets will not be realized. Management
believes, based on the Company's history of prior and current operating
earnings, that the Company will realize the benefits of the existing
deferred tax assets.
(Continued)
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<PAGE>
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(Continued)
Note 5: Licensing Agreement
In April, 1992, Carter-Wallace entered into a licensing agreement with
Schering-Plough Corporation, granting Schering-Plough exclusive marketing
rights in all markets except the United States and its territories and
possessions, Canada and Mexico, to Felbatol (felbamate), an antiepileptic
drug for the treatment of certain seizure disorders. Under the licensing
agreement, Carter-Wallace received in April, 1992, an initial,
non-refundable license payment of $10,000,000 and is to receive royalties,
which could be significant, on net sales of its Felbatol compound in the
territory covered by the license.
Separately, Schering-Plough and Carter-Wallace agreed that, under certain
circumstances, they will put into effect a co-promotional arrangement with
respect to a Schering-Plough pharmaceutical product to be determined in the
future. This agreement will permit Carter-Wallace to receive fees for
services and additional remuneration attributable to growth in sales of
such product, which, in total, may be significant to the Company.
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<PAGE>
<audit-report>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Carter-Wallace, Inc.:
We have reviewed the condensed consolidated balance sheet of
Carter-Wallace, Inc. and subsidiaries as of December 31, 1993, and the
related condensed consolidated statements of earnings for the three-month
and nine-month periods ended December 31, 1993 and 1992 and the condensed
consolidated statements of cash flows for the nine-month periods ended
December 31, 1993 and 1992 in accordance with standards established by the
American Institute of Certified Public Accountants.
A review of interim financial information consists principally of obtaining
an understanding of the system for the preparation of interim financial
information, applying analytical review procedures to financial data, and
making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
As discussed in notes 3 and 4 to the condensed consolidated financial
statements, the Company adopted the provisions of the Financial Accounting
Standards Board's Statements No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and No. 109, "Accounting for
Income Taxes" in 1994.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Carter-Wallace, Inc. and
subsidiaries as of March 31, 1993, and the related consolidated statements
of earnings and retained earnings, and cash flows for the year then ended
(not presented herein); and in our report dated May 20, 1993, we expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of March 31, 1993 is fairly presented, in all
material respects, in relation to the consolidated balance sheet from which
it has been derived.
Our report dated May 20, 1993, on the consolidated financial statements of
Carter-Wallace, Inc. and subsidiaries as of and for the year ended March
31, 1993, contains an explanatory paragraph that states that the Company
received a letter from the Food and Drug Administration (FDA) requesting
the discontinuance of the marketing of its Organidin products. The Company
met with the FDA and has replied to the FDA letter. The ultimate outcome
of this matter cannot presently be determined. Accordingly, no provision
for any liability that may result upon resolution has been recognized in
the March 31, 1993 condensed consolidated balance sheet.
January 20, 1994
New York, New York
KPMG Peat Marwick
</audit-report>
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<PAGE>
CARTER-WALLACE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Three months ended December 31, 1993 compared to
three months ended December 31, 1992
Net sales increased $16,819,000 (10.5%) in the three months ended December
31, 1993 ("fiscal 1994 period") as compared to net sales in the three
months ended December 31, 1992 ("fiscal 1993 period"). The higher sales
level was attributable to unit volume gains and selling price increases
implemented in the prior year in the Health Care segment. The unit volume
increase in Health Care sales was primarily attributable to higher sales of
expectorant/mucolytic products and to a lesser extent introductory sales of
Felbatol (felbamate), which the Company began marketing in August, 1993,
were greater than planned. The unit volume gain in expectorant/mucolytic
products was due primarily to a decline in sales of competitive products.
Sales of expectorant/mucolytic products represented approximately 19% of
consolidated sales in the fiscal 1994 period compared to approximately 8%
of consolidated sales in the fiscal 1993 period. The Company is unable to
determine whether such decline will continue. The timing and amount of
future price increases in the Health Care segment may be negatively
influenced by competitive pressures and the possibility of government
regulation. The Health Care segment continues to be adversely impacted by
generic erosion on pharmaceutical product sales. The Consumer Products
segment experienced a decline in unit sales volume which resulted from a
high level of competitive activity in anti-perspirant/deodorants and other
categories in which the Company operates.
Lower foreign exchange rates in comparison with the prior year had the
effect of decreasing sales in the fiscal 1994 period by $2,700,000. The
effect of changes in foreign exchange rates on results of operations in the
fiscal 1994 period compared to the prior year period was not significant.
The movement of foreign exchange rates is difficult to forecast and the
Company does not make any predictions of future foreign exchange rates.
However, if the foreign exchange rates in effect at the end of the third
quarter were to continue unchanged through the end of the current fiscal
year, the effect of foreign exchange rates on sales and earnings in the
fourth quarter in comparison with the prior year period would not be
significant.
Other revenues decreased $220,000 or 16.4% in the fiscal 1994 period as
compared to the fiscal 1993 period.
Cost of goods sold as a percentage of net sales decreased from 34.0% in the
fiscal 1993 period to 32.4% in the 1994 period primarily due to changes in
product mix.
Advertising, marketing and other selling expenses increased by $10,521,000
or 18.9% due to a higher level of spending primarily in the Health Care
segment. The launch of Felbatol continues to be supported by substantial
spending levels in the fiscal 1994 period.
(Continued)
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<PAGE>
CARTER-WALLACE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Research and development expenses increased by $2,017,000 or 16.3% as part
of the Company's continuing effort to develop new products and improve
existing ones. These higher expenditures were primarily in the Health Care
segment including Astelin for the relief of asthma and allergic rhinitis.
General, administrative and other expenses increased $1,789,000 or 9.5% in
the fiscal 1994 period as compared to the fiscal 1993 period. This
increase was related to compensation, including higher costs in the current
period for postretirement benefit expense and other administrative costs.
Interest expense increased $101,000 (24.3%) in the fiscal 1994 period as
compared to the fiscal 1993 period due to higher levels of borrowings in
the fiscal 1994 period.
The estimated annual effective consolidated income tax rate on operations
in the fiscal 1994 period was 31%, the same as the fiscal 1993 annual rate.
Consolidated net earnings in the fiscal 1994 period were $12,889,000 or
$.28 per share as compared to net earnings of $13,353,000 or $.29 per share
in the fiscal 1993 period. The net earnings in the 1994 period were
substantially favorably impacted by the increase in sales of
expectorant/mucolytic products.
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<PAGE>
CARTER-WALLACE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Nine months ended December 31, 1993 compared to
nine months ended December 31, 1992
Net sales increased $5,325,000 (1.1%) in the nine months ended December 31,
1993 ("fiscal 1994 period") as compared to the nine months ended December
31, 1992 ("fiscal 1993 period"). The increase in sales was due to selling
price increases in the Health Care segment which were implemented in the
prior year and to a lesser extent, the Consumer Products segment. The
timing and amount of future price increases in the Health Care segment may
be negatively influenced by competitive pressures and the possibility of
government regulation. Unit volume declined in both the Health Care and
Consumer Products segments. Included in Health Care unit volume were
higher sales of expectorant/mucolytic products and introductory sales of
Felbatol (felbamate), which the Company began marketing in August, 1993,
were greater than planned. The unit volume gain in expectorant/mucolytic
products was due primarily to a decline in sales of competitive products.
Sales of expectorant/mucolytic products represented approximately 11% of
consolidated sales in the fiscal 1994 period compared to 7% in the fiscal
1993 period. The Company is unable to determine whether such decline will
continue. The Health Care segment continues to be adversely impacted by
generic erosion on pharmaceutical product sales.
Lower foreign exchange rates in comparison with the prior year period had
the effect of decreasing sales in the fiscal 1994 period by $14,600,000.
The effect of changes in foreign exchange rates on results of operations in
the fiscal 1994 period compared to the prior year period was not
significant. The movement of foreign exchange rates is difficult to
forecast and the Company does not make any predictions of future foreign
exchange rates. However, if the foreign exchange rates in effect at the
end of the third quarter were to continue unchanged through the end of the
current fiscal year, the effect of foreign exchange rates on sales and
earnings in the fourth quarter in comparison with the prior year period
would not be significant.
During the fiscal 1994 period the Company adopted Statement of Financial
Accounting Standards No. 106 "Employers' Accounting for Postretirement
Benefits Other Than Pensions" and elected to immediately recognize the
transition obligation of $69,554,000 before taxes or $43,819,000 after
taxes ($.96 per share). Effective July 1, 1993, the Company amended its
postretirement benefit plan which reduced the annual ongoing costs of these
benefits. Included in earnings before the accounting change in the fiscal
1994 period are increased costs for these postretirement benefits of
$2,300,000 before taxes or $1,600,000 after taxes ($.03 per share) related
to the adoption of this statement.
(Continued)
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<PAGE>
CARTER-WALLACE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Included in earnings in the fiscal 1993 period is an initial non-
refundable payment of $10,000,000 before taxes, or $6,000,000 after taxes
($.13 per share) recorded in the first quarter of fiscal 1993 related to a
licensing agreement with Schering-Plough Corporation granting Schering-
Plough exclusive marketing rights to Felbatol (felbamate) in all markets
except the United States and its territories and possessions, Canada and
Mexico.
Other revenues decreased $474,000 or 11.4% in the fiscal 1994 period as
compared to the fiscal 1993 period due to reduced interest income.
Cost of goods sold as a percentage of net sales increased from 34.2% in the
fiscal 1993 period to 34.3%.
Advertising, marketing and other selling expenses increased by $17,303,000
or 9.6% due to a higher level of spending in both the Health Care and
Consumer Products business segments. Felbatol (felbamate) was supported by
substantial introductory spending levels in the fiscal 1994 period. The
higher level of spending in the Consumer Products segment is primarily a
result of the marketing support for line extensions of anti-
perspirant/deodorant products.
Research and development expenses increased by $2,240,000 or 6.1% due to
increased spending primarily in the Health Care segment including Astelin
for the relief of asthma and nasal allergy.
General, administrative and other expenses increased $1,745,000 or 3.0% in
the fiscal 1994 period as compared to the fiscal 1993 period primarily due
to increased compensation including a higher charge for postretirement
benefit expense. The fiscal 1993 period includes a provision in the prior
year for a loss of $1,200,000 before taxes or $720,000 after taxes ($.02
per share) related to trade receivables from Phar-Mor, Inc., a drugstore
chain which filed for bankruptcy.
During the nine months ended December 31, 1993, the Company adjusted its
net deferred tax asset to reflect the recently enacted change in federal
corporate income tax rates. As a result, the provision for income taxes in
the fiscal 1994 period includes a one-time credit of $815,000 or $.02 per
share as required by Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes". The effect of the tax law change on the
current provision for income taxes was not significant. Excluding the
effect of this one-time adjustment of deferred taxes, the estimated annual
effective consolidated income tax rate on operations in the fiscal 1994
period was 31%, the same as the fiscal 1993 annual tax rate.
Consolidated net earnings before the cumulative effect of the accounting
change in the fiscal 1994 period were $20,103,000 or $.44 per share as
compared to net earnings of $39,344,000 or $.86 per share in the fiscal
1993 period. Consolidated net loss after the cumulative effect of the
accounting change for the fiscal 1994 period was $23,716,000 or $.52 per
share. The net earnings before the cumulative effect of the accounting
change in the 1994 period were substantially favorably impacted by the
increase in sales of expectorant/mucolytic products.
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<PAGE>
Liquidity and Capital Resources
Funds provided from operations are used for capital expenditures,
acquisitions, the purchase of treasury stock, the payment of dividends and
working capital requirements. External borrowings are incurred as needed
to satisfy cash requirements relating to seasonal business fluctuations, to
finance major facility expansion programs and to finance major
acquisitions.
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<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
See "Item 1 - Legal Proceedings" in Part II of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1993
Item 6 - Exhibits and Reports of Form 8-K
(a) Exhibits - None
(b) Reports of Form 8-K - No reports on Form 8-K have been filed
during the quarter ended December 31, 1993.
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<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.
Carter-Wallace, Inc.
(Registrant)
Date: January 27, 1994 s/Daniel J. Black
Daniel J. Black
President & Chief
Operating Officer
Date: January 27, 1994 s/Paul A. Veteri
Paul A. Veteri
Vice President, Finance
& Chief Financial
Officer
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