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, 2000
( ) 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, 2000 were 32,983,400 and 12,267,300, respectively.
CARTER-WALLACE, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
June 30, 2000
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Statements of Earnings and
Comprehensive Earnings for the three months ended
June 30, 2000 and 1999 1
Condensed Consolidated Balance Sheets at
June 30, 2000 and March 31, 2000 2
Condensed Consolidated Statements of Cash Flows
for the three months ended June 30, 2000 and 1999 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
Financial Market Risk 9
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 9
Item 6 - Exhibits and Reports on Form 8-K 9
Signatures 10
<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
2000 1999
Statement of Earnings
<S> <C> <C>
Net sales $224,508,000 $199,954,000
Other income 3,552,000 2,787,000
228,060,000 202,741,000
Cost and expenses:
Cost of goods sold 77,484,000 75,076,000
Advertising, marketing &
other selling expenses 75,966,000 73,545,000
Research & development
expenses 6,688,000 6,043,000
General, administrative
& other expenses 30,109,000 25,318,000
Interest expense 1,145,000 1,184,000
191,392,000 181,166,000
Earnings before taxes
on income 36,668,000 21,575,000
Provision for taxes
on income 14,301,000 8,414,000
Net earnings $ 22,367,000 $13,161,000
Earnings per share - Basic $.49 $.29
Earnings per share - Diluted $.48 $.29
Cash dividends per share $.08 $.06
Average shares of common
stock outstanding 45,222,000 44,982,000
Statement of Comprehensive Earnings
Net Earnings $ 22,367,000 $13,161,000
Other comprehensive earnings (loss):
Foreign currency translation
adjustment (3,806,000) (1,275,000)
Total comprehensive earnings $ 18,561,000 $11,886,000
</TABLE>
<TABLE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, March 31,
2000 2000
Assets (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $53,035,000 $62,638,000
Short-term investments 26,863,000 41,150,000
Accounts and other receivables less
allowances of $8,999,000 at June 30,
2000 and $8,030,000 at March 31, 2000 185,730,000 126,469,000
Inventories:
Finished goods 59,748,000 63,684,000
Work in process 11,828,000 13,376,000
Raw materials and supplies 27,182,000 29,208,000
98,758,000 106,268,000
Deferred taxes, prepaid expenses
and other current assets 39,054,000 37,493,000
Total Current Assets 403,440,000 374,018,000
Property, plant and equipment, at cost 335,834,000 323,913,000
Less: accumulated depreciation and amortization 183,704,000 174,503,000
152,130,000 149,410,000
Intangible assets 121,388,000 124,684,000
Deferred taxes and other assets 116,221,000 114,124,000
Total Assets $793,179,000 $762,236,000
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 45,403,000 $ 46,935,000
Accrued expenses 129,890,000 114,925,000
Notes payable 7,842,000 6,711,000
Total Current Liabilities 183,135,000 168,571,000
Long-Term Liabilities:
Long-term debt 57,336,000 59,541,000
Deferred compensation 27,709,000 26,647,000
Accrued postretirement benefit obligation 70,967,000 70,308,000
Other long-term liabilities 47,260,000 46,131,000
Total Long-Term Liabilities 203,272,000 202,627,000
Stockholders' Equity:
Common stock 34,784,000 34,776,000
Class B common stock 12,421,000 12,429,000
Capital in excess of par value 4,132,000 4,231,000
Retained earnings 419,368,000 400,616,000
Less: Foreign currency translation
adjustment 35,191,000 31,385,000
Treasury stock, at cost 28,742,000 29,629,000
Total Stockholders' Equity 406,772,000 391,038,000
Total Liabilities and Stockholders' Equity $793,179,000 $762,236,000
</TABLE>
<TABLE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
<CAPTION>
2000 1999
Cash flows from operations:
<S> <C> <C>
Net earnings $22,367,000 $ 13,161,000
Depreciation and amortization 7,561,000 7,264,000
Changes in assets and liabilities (45,353,000) (44,241,000)
Cash payments for one-time charges
incurred in prior years (1,296,000) (994,000)
(16,721,000) (24,810,000)
Cash flows used in investing activities:
Additions to property, plant and equipment (3,659,000) (6,002,000)
Decrease in short-term investments 14,244,000 7,841,000
Proceeds from sale of property, plant
and equipment 33,000 1,000
10,618,000 1,840,000
Cash flows used in financing activities:
Dividends paid (3,615,000) (2,699,000)
Increase in borrowings 502,000 10,346,000
Payments of debt (810,000) (1,775,000)
Proceeds from exercise of stock options 787,000 -
(3,136,000) 5,872,000
Effect of exchange rate changes on
cash and cash equivalents (364,000) 534,000
(Decrease) in cash and
cash equivalents $(9,603,000) $(16,564,000)
</TABLE>
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
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 $15,000,000 on a pre-tax basis.
Note 4: Litigation
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 28 of the Company's 2000
Annual Report to Stockholders incorporated by reference in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 and is
herein expressly incorporated by reference.
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, 2000 AND 1999
(Continued)
Note 5: Business Segments (In Thousands)
Business segment information for the three months ended June 30, 2000 and
1999 is as follows:
<TABLE>
<S> 2000 1999
Sales <C> <C>
Domestic Consumer Products $ 92,549 $ 85,067
Domestic Health Care 66,279 48,832
International 65,680 66,055
Consolidated $224,508 $199,954
Operating Profit
Domestic Consumer Products $ 28,205 $ 22,266
Domestic Health Care 20,654 9,783
International 6,924 5,345
Domestic net interest expense (93) (631)
Other (expense) net of other income (9,689) (5,653)
General Corporate expenses (9,333) (9,535)
Earnings before taxes on income $ 36,668 $ 21,575
</TABLE>
Note 6: Earnings per Share
Basic earnings per share for each period presented has been calculated using
the weighted average shares outstanding. In computing diluted earnings per
share incremental shares issuable upon the assumed exercise of stock options
and the vesting of stock awards have been added to the weighted average shares
outstanding.
For the three months ended June 30, 2000 incremental shares for purposes of
calculating diluted earnings per share amounted to 1,652,000 shares. This
compares to 925,000 incremental shares in the three months ended June 30, 1999.
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REVIEW REPORT
The Board of Directors and Stockholders
Carter-Wallace, Inc.:
We have reviewed the condensed consolidated balance sheet of Carter-Wallace,
Inc. and subsidiaries as of June 30, 2000, and the related condensed
consolidated statements of earnings and comprehensive earnings for the three
month periods ended June 30, 2000 and 1999 and the condensed consolidated
statements of cash flows for the three month periods ended June 30, 2000 and
1999. 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, 2000, 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 10, 2000,
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, 2000 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, 2000
</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, 2000 compared to three
months ended June 30, 1999
Consolidated earnings after taxes in the three months ended June 30, 2000 were
$22,367,000 or $.49 per basic share compared with net earnings of $13,161,000
or $.29 per basic share in the three months ended June 30, 1999.
Net sales increased $24,554,000 (12.3%) in the current year period as compared
to net sales in the prior year period. The sales increase was due largely to
higher unit volume in all business segments, with the largest increase in the
Domestic Health Care segment. The company believes that a certain portion of
the increase in sales and profits in the quarter ended June 30, 2000 resulted
from an unanticipated increase in purchases by the Company's Domestic Health
Care customers due to changes in wholesaler distribution patterns. Sales of
pharmaceutical products in the Domestic Health Care segment continue to be
adversely affected by generic competition. Selling price increases in the
Domestic Health Care and International segments also contributed to the sales
increase.
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 $5,100,000. The effect of
changes in foreign exchange on earnings was not material.
Other income increased by $765,000 from $2,787,000 in the prior year period
to $3,552,000 in the current year period. The increase was due mostly to a
gain on the sale of a foreign facility and higher interest income, reduced in
part by a prior year credit of $1,090,000 related to ASTA Medica's share of
joint venture operations.
Cost of goods sold as a percentage of net sales decreased from 37.5% in the
prior year period to 34.5% in the current year period primarily due to changes
in product mix.
Advertising, marketing and other selling expenses increased by $2,421,000 or
3.3% versus the prior year period due to increased spending in all business
segments.
Research and development expenses increased by $645,000 or 10.7% versus the
prior year period due to increased spending in the Domestic Health Care segment.
General, administrative and other expenses increased $4,791,000, or 18.9% versus
the prior year period due largely to a current year charge of $2,540,000 related
to ASTA Medica's share of joint venture operations, as well as increased
compensation related expenses, due primarily to timing, and costs associated
with the sharing of profits on a reformulated product.
The estimated annual effective tax rate applied in the three months ended June
30, 2000 was 39%, the same rate as in the prior year period.
(Continued)
CARTER-WALLACE, INC.
ITEM 2- 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 $15,000,000 on a pre-tax basis.
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.
In the Statement of Cash Flows, the change in assets and liabilities is due
primarily to increased working capital requirements, primarily accounts
receivable.
In June 2000 the Company entered into an agreement to sell two parcels of
vacant land adjacent to its Cranbury, NJ facility totalling approximately
210 acres. The closings of these transactions are contingent upon certain
approvals being obtained and the satisfactory resolution of other conditions.
No assurance can be given that the closings will take place. The Company does
not anticipate that these transactions will close during the fiscal year ending
March 31, 2001. The total proceeds from these land sales will be approximately
$22,050,000, less commissions and other expenses, payable one-third at closing
with the balance due in two equal annual installments with interest. A down
payment of $500,000 has been received as escrow. The cost basis for the land
being sold is approximately $1,000,000.
CARTER-WALLACE, INC.
ITEM 3 - QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT FINANCIAL 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 with local currency costs and local currency assets
with local currency liabilities.
The Company's interest bearing investments and a portion of its debt are subject
to interest rate risk. Changes in interest rates could affect interest income
and expense in future periods. The Company invests on a short-term basis.
There has been no material impact on operations from financial market risk
exposure during the three-month period ended June 30, 2000.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Refer to Note 4: "Litigation" of Notes to Condensed Consolidated Financial
Statements for information regarding legal proceedings.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 23 - KPMG LLP Letter Regarding Interim Review Report
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 ending June 30, 2000.
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 31, 2000 /s/ Ralph Levine
Ralph Levine
President & Chief
Operating Officer
Date: July 31, 2000 /s/ Paul A. Veteri
Paul A. Veteri
Executive Vice President
& Chief Financial Officer
Exhibit 23
Carter-Wallace, Inc.
1345 Avenue of the Americas
New York, NY 10105
Registration Statement No. 333-00499
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated July 27, 2000 related to our
review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
KPMG LLP
New York, New York
July 27, 2000
