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 June 30, 1999
( ) 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.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(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 (Zip Code)
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 June 30, 1999 were 32,679,500 and 12,302,600, respectively.
CARTER-WALLACE, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
June 30, 1999
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Statements of Earnings and
Comprehensive Earnings for the three months ended
June 30, 1999 and 1998 1
Condensed Consolidated Balance Sheets at
June 30, 1999 and March 31, 1999 2
Condensed Consolidated Statements of Cash Flows
for the three months ended June 30, 1999 and 1998 3
Notes to Condensed Consolidated Financial Statements 4
Report by KPMG LLP on their limited review 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 9
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 10
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 11
<TABLE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
AND COMPREHENSIVE EARNINGS
(Unaudited)
<CAPTION>
Three Months Ended
June 30,
1999 1998
Statement of Earnings
<S> <C> <C>
Net sales $199,954,000 $169,662,000
Other income 2,787,000 3,084,000
202,741,000 172,746,000
Cost and expenses:
Cost of goods sold 75,076,000 63,415,000
Advertising, marketing &
other selling expenses 73,545,000 63,366,000
Research & development
expenses 6,043,000 6,688,000
General, administrative
& other expenses 25,318,000 22,449,000
Interest expense 1,184,000 1,266,000
181,166,000 157,184,000
Earnings before taxes
on income 21,575,000 15,562,000
Provision for taxes
on income 8,414,000 6,069,000
Net earnings $13,161,000 $ 9,493,000
Earnings per share -
Basic and Diluted $.29 $.21
Cash dividends per share $.06 $.04
Average shares of common
stock outstanding 44,982,000 45,343,000
Statement of Comprehensive Earnings
Net Earnings $13,161,000 $ 9,493,000
Other comprehensive earnings (loss):
Foreign currency translation
adjustment (1,275,000) (1,191,000)
Total comprehensive earnings $11,886,000 $ 8,302,000
</TABLE>
<TABLE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, March 31,
1999 1999
Assets (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $32,818,000 $49,382,000
Short-term investments 24,142,000 31,870,000
Accounts and other receivables less
allowances of $8,403,000 at June 30,
1999 and $7,415,000 at March 31, 1999 176,348,000 129,360,000
Inventories:
Finished goods 52,226,000 54,019,000
Work in process 11,384,000 10,875,000
Raw materials and supplies 27,063,000 25,714,000
90,673,000 90,608,000
Deferred taxes, prepaid expenses
and other current assets 30,821,000 28,370,000
Total Current Assets 354,802,000 329,590,000
Property, plant and equipment, at cost 322,046,000 316,759,000
Less: accumulated depreciation and amortization 170,087,000 166,163,000
151,959,000 150,596,000
Intangible assets 133,152,000 136,389,000
Deferred taxes and other assets 108,658,000 105,377,000
Total Assets $748,571,000 $721,952,000
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 51,379,000 $ 44,084,000
Accrued expenses 117,971,000 117,823,000
Notes payable 17,182,000 8,134,000
Total Current Liabilities 186,532,000 170,041,000
Long-Term Liabilities:
Long-term debt 63,815,000 64,861,000
Deferred compensation 21,628,000 19,931,000
Accrued postretirement benefit obligation 69,217,000 69,241,000
Other long-term liabilities 38,987,000 38,722,000
Total Long-Term Liabilities 193,647,000 192,755,000
Stockholders' Equity:
Common stock 34,749,000 34,740,000
Class B common stock 12,456,000 12,465,000
Capital in excess of par value 4,595,000 4,483,000
Retained earnings 378,555,000 368,093,000
Less: Foreign currency translation
adjustment 29,060,000 27,785,000
Treasury stock, at cost 32,903,000 32,840,000
Total Stockholders' Equity 368,392,000 359,156,000
Total Liabilities and Stockholders' Equity $748,571,000 $721,952,000
</TABLE>
<TABLE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
<CAPTION>
1999 1998
Cash flows from operations:
<S> <C> <C>
Net earnings $ 13,161,000 $ 9,493,000
Depreciation and amortization 7,264,000 6,312,000
Changes in assets and liabilities (44,241,000) (29,046,000)
Cash payments for one-time charges
incurred in prior years (994,000) (1,578,000)
(24,810,000) (14,819,000)
Cash flows used in investing activities:
Additions to property, plant and equipment (6,002,000) (2,648,000)
Cash paid for acquisitions - (3,633,000)
Decrease (increase) in short-term investments 7,841,000 (14,789,000)
Proceeds from sale of property, plant
and equipment 1,000 136,000
1,840,000 (20,934,000)
Cash flows used in financing activities:
Dividends paid (2,699,000) (1,813,000)
Increase in borrowings 10,346,000 1,507,000
Payments of debt (1,775,000) (2,059,000)
Purchase of treasury stock - (1,286,000)
5,872,000 (3,651,000)
Effect of exchange rate changes on
cash and cash equivalents 534,000 (1,189,000)
(Decrease) in cash and
cash equivalents $(16,564,000) $(40,593,000)
</TABLE>
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
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 Form has been reviewed by KPMG
LLP, independent auditors. A copy of their report on this limited review is
included in this Form.
Note 3: Felbatol
As previously reported, in the fiscal years ended March 31, 1995 and 1996 the
Company incurred one-time charges to pre-tax earnings totaling $45,980,000
related to use restrictions for Felbatol. Depending on future sales levels,
additional inventory write-offs may be required. If for any reason the
product at some future date should no longer be available in the market, the
Company will incur an additional one-time charge, consisting primarily of
inventory write-offs and anticipated returns of product currently in the
market, in the range of $20,000,000 on a pre-tax basis.
Note 4: Litigation
The Company is involved in various legal proceedings involving securities
litigation, product liability, anti-trust, contract dispute and environmental
matters. Further information regarding Legal Proceedings involving the
Company is presented in Note 14 "Litigation Including Environmental Matter"
of the Notes to the Consolidated Financial Statements on pages 27 to 29 of the
Company's 1999 Annual Report to Stockholders incorporated by reference in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1999
and is herein expressly incorporated by reference. There have been no
significant developments regarding litigation since the Company filed its Annual
Report on Form 10-K.
The Company continues to believe, based upon opinion of counsel, that it has
good defenses to all of the pending actions referenced above and should
prevail.
(Continued)
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
(Continued)
Note 5: Business Segments
Business segment information for the three months ended June 30, 1999 and
1998 is as follows:
<TABLE>
1999 1998
<S> <C> <C>
Sales
Domestic Consumer Products $ 85,067 $ 72,474
Domestic Health Care 48,832 43,366
International 66,055 53,822
Consolidated $199,954 $169,662
Operating Profit
Domestic Consumer Products $ 22,266 $ 14,209
Domestic Health Care 9,783 11,152
International 5,345 3,850
Domestic net interest expense (631) (669)
Other (expense) net of other income (5,653) (3,016)
General Corporate expenses (9,535) (9,964)
Earnings before taxes on income $ 21,575 $15,562
</TABLE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REVIEW REPORT
The Board of Directors
Carter-Wallace, Inc.:
We have reviewed the condensed consolidated balance sheet of Carter-Wallace,
Inc. and subsidiaries as of June 30, 1999, and the related condensed
consolidated statements of earnings and comprehensive earnings for the three
month periods ended June 30, 1999 and 1998 and the condensed consolidated
statements of cash flows for the three month periods ended June 30, 1999 and
1998. These condensed consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted 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.
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, 1999, and the related consolidated statements of
earnings, retained earnings, and comprehensive earnings, and cash flows for
the year then ended (not presented herein); and in our report dated May 5,
1999, 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, 1999 is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
KPMG LLP
New York, New York
July 27, 1999
</AUDIT-REPORT>
CARTER-WALLACE, INC.
ITEM 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations - Three months ended June 30, 1999 compared to three
months ended June 30, 1998
Consolidated earnings after taxes in the three months ended June 30, 1999 were
$13,161,000 or $.29 per share compared with net earnings of $9,493,000 or $.21
per share in the three months ended June 30, 1998.
Net sales increased $30,292,000 (17.9%) in the current year period as compared
to net sales in the prior year period. The sales increase was due primarily
to higher unit volume in all business segments, with the largest increases in
the Domestic Consumer Products and International segments. The increase in
International unit volume was due in part to the acquisition of the Barbara
Gould line of skin care products in France and product introductions. Selling
price increases in the Domestic Health Care and International segments also
helped increase sales. Sales of pharmaceutical products in the Domestic
Health Care segment continue to be adversely affected by generic competition.
Sales and earnings from foreign operations are subject to fluctuations in
exchange rates. Lower foreign exchange rates had the effect of decreasing
sales in the current year period by approximately $2,400,000. The effect of
changes in foreign exchange on earnings was not material.
Other income decreased by $297,000 from $3,084,000 in the prior year period
to $2,787,000 in the current year period. Interest income was lower than in
the prior year. Included in other income are credits of $1,090,000 in the
current year and $584,000 in the prior year related to ASTA Medica's share of
joint venture operations.
Cost of goods sold as a percentage of net sales increased from 37.4% in the
prior year period to 37.5% in the current year period primarily due to changes
in product mix.
Advertising, marketing and other selling expenses increased by $10,179,000 or
16.1% versus the prior year period due mostly to increased spending in the
International and Domestic Health Care segments. Spending was higher in the
International segment due in part to promotional support for the recently
acquired Barbara Gould product line and product introductions. Spending was
higher in the Domestic Health Care segment partly as a result of costs
associated with a reformulated version of an existing product.
Research and development expenses decreased by $645,000 or 9.6% versus the
prior year period due to reduced spending in the Domestic Health Care segment.
General, administrative and other expenses increased $2,869,000, or 12.8%
versus the prior year period due largely to the timing of certain expenses in
comparison with the prior year period.
The estimated annual effective tax rate applied in the three months ended June
30, 1999 was 39%, the same rate as in the prior year period.
(Continued)
CARTER-WALLACE, INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
Felbatol
As previously reported, in the fiscal years ended March 31, 1995 and 1996 the
Company incurred one-time charges to pre-tax earnings totaling $45,980,000
related to use restrictions for Felbatol. Depending on future sales levels,
additional inventory write-offs may be required. If for any reason the
product at some future date should no longer be available in the market, the
Company will incur an additional one-time charge, consisting primarily of
inventory write-offs and anticipated returns of product currently in the
market, in the range of $20,000,000 on a pre-tax basis.
Year 2000 Compliance
The Company is implementing a plan which addresses Year 2000 technology
compliance for its information technology ("IT") and non-IT systems. The plan
includes a review of the Company's suppliers and customers to assure that they
are working toward Year 2000 compliance.
With minor exceptions, internal IT systems are expected to be made compliant
by September 1999. Material third party vendors have been contacted and
asked to attest to Year 2000 compliance. Alternate vendors will be evaluated
as potential replacements for non-compliant or non-responsive vendors. The
entire project is expected to cost between $1,000,000 and $2,000,000 on a
pre-tax basis.
If IT and non-IT systems affected by the Year 2000 were not addressed as the
Company is doing, they could conceivably cause technological failures
throughout the Company, disrupting normal business operations. These
theoretical consequences are generally shared with other manufacturing
companies.
Management does not believe that the Company's business will be materially
affected by Year 2000 issues. Nevertheless, the Company expects to have
contingency plans that address the most reasonably likely worst case Year 2000
scenarios. Contingency plans include a possible increase in key product
inventories in anticipation of vendors not being able to supply stock and,
where appropriate, the development of plans to use manual operations as a
back-up for critical automated areas.
(Continued)
CARTER-WALLACE, INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
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.
Approximately 15% of the Company's debt is financed at variable interest rates.
Changes in interest rates could affect interest expense in future periods.
In the Statement of Cash Flows, the change in assets and liabilities in the
current year period compared to that in the prior year period is due primarily
to increased working capital requirements in the current year, primarily
accounts receivable.
The increase in accounts receivable is due largely to the timing of collections
in comparison to the prior year as well as increased sales volume.
ITEM 3 - Quantitative and Qualitative
Disclosures about Market Risk
A portion of the Company's revenues and earnings are exposed to changes in
foreign exchange rates. Where practical, the Company seeks to relate expected
local currency revenues to local currency costs and local currency assets to
local currency liabilities.
The Company's interest-bearing investments and a portion of its debt are subject
to interest rate risk. The Company invests on a short-term basis. Variable
rate borrowings are not significant.
There has been no material impact on operations from market risk exposures
during the three-month period ended June 30, 1999.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Please refer to Note 4: "Litigation" of the Notes to Condensed Consolidated
Financial Statements for information regarding legal proceedings.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule (EDGAR filing only)
(b) Reports on Form 8-K - No reports on Form 8-K have been filed during the
quarter ended June 30, 1999.
(c) KPMG LLP's letter re: unaudited interim 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 thereunto duly authorized.
Carter-Wallace, Inc.
(Registrant)
Date: July 28, 1999 /s/ Ralph Levine
Ralph Levine
President & Chief
Operating Officer
Date: July 28, 1999 /s/ Paul A. Veteri
Paul A. Veteri
Executive Vice President
& Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> JUN-30-1999
<CASH> 32,818,000
<SECURITIES> 24,142,000
<RECEIVABLES> 176,348,000
<ALLOWANCES> 8,403,000
<INVENTORY> 09,673,000
<CURRENT-ASSETS> 354,802,000
<PP&E> 322,046,000
<DEPRECIATION> 170,087,000
<TOTAL-ASSETS> 748,571,000
<CURRENT-LIABILITIES> 186,532,000
<BONDS> 63,815,000
0
0
<COMMON> 47,205,000
<OTHER-SE> 321,187,000
<TOTAL-LIABILITY-AND-EQUITY> 748,571,000
<SALES> 199,954,000
<TOTAL-REVENUES> 202,741,000
<CGS> 75,076,000
<TOTAL-COSTS> 181,166,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,184,000
<INCOME-PRETAX> 21,575,000
<INCOME-TAX> 8,414,000
<INCOME-CONTINUING> 13,161,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,161,000
<EPS-BASIC> .29
<EPS-DILUTED> .29
</TABLE>
