SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1997 Commission File Number 1-922
THE GILLETTE COMPANY
(Exact name of registrant as specified in its charter)
Incorporated in Delaware 04-1366970
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Prudential Tower Building, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 421-7000
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of each class
Common Stock, $1.00 par value
Shares Outstanding March 31, 1997 . . . . . . . . . . . . . . . . . 557,148,137
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<TABLE>
PAGE 1
PART I. FINANCIAL INFORMATION
THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
(Millions of dollars, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
1997 1996
<S> <C> <C>
Net Sales........................................ $2,180.0 $2,058.9
Cost of Sales.................................... 825.2 772.2
Gross Profit................................. 1,354.8 1,286.7
Selling, General and Administrative expenses..... 888.8 872.7
Profit from operations....................... 466.0 414.0
Non-operating Charges (Income):
Interest income................................ (2.3) (2.4)
Interest expense............................... 19.2 19.0
Exchange....................................... 4.2 12.4
Other charges - net............................ 3.3 (4.9)
24.4 24.1
Income before Income Taxes .................. 441.6 389.9
Income Taxes..................................... 157.9 140.6
Net Income................................... 283.7 249.3
Preferred Stock dividends, net of tax benefit.... 1.1 1.2
Net Income Available to Common Stockholders...... $ 282.6 $ 248.1
Net Income per Common Share...................... $ .51 $ .45
Dividends declared per common share.............. - -
Average number of common shares outstanding
(thousands) 556,680 552,168
<FN>
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
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<TABLE>
PAGE 2
THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
ASSETS
(Millions of dollars)
<CAPTION>
March 31 December 31
1997 1996
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents.................... $ 112.0 $ 76.9
Short-term investments, at cost, which
approximates market value................. 3.4 7.0
Receivables, less allowances of $74.5
($80.8 at 12/31/96)...................... 2,132.7 2,724.6
Inventories:
Raw materials and supplies............... 274.9 281.2
Work in process.......................... 188.7 161.4
Finished goods........................... 1,056.1 915.6
Total Inventories...................... 1,519.7 1,358.2
Deferred Income Taxes........................ 273.5 359.3
Prepaid expenses............................. 267.5 227.2
Total Current Assets................... 4,308.8 4,753.2
Property, Plant and Equipment, at cost........... 4,614.6 4,561.2
Less accumulated depreciation............ 2,018.4 1,995.4
Net Property, Plant and Equipment...... 2,596.2 2,565.8
Intangible Assets, less accumulated amortization 2,568.4 2,626.2
Other Assets..................................... 579.2 490.1
$10,052.6 $10,435.3
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
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<TABLE>
PAGE 3
THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
(Millions of dollars)
<CAPTION>
March 31 December 31
1997 1996
(Unaudited)
<S> <C> <C>
Current Liabilities:
Loans payable................................ $ 492.3 $ 656.7
Current portion of long-term debt............ 13.7 14.5
Accounts payable............................. 428.1 547.3
Accrued liabilities.......................... 1,049.1 1,317.5
Dividends payable............................ - 100.1
Income taxes................................. 331.3 298.6
Total Current Liabilities................. 2,314.5 2,934.7
Long-Term Debt................................... 1,488.4 1,490.4
Deferred Income Taxes............................ 258.4 298.9
Other Long-Term Liabilities...................... 1,195.2 1,190.5
Minority Interest................................ 33.3 29.9
Stockholders' Equity:
8.0% Cumulative Series C ESOP Convertible
Preferred, without par value, issued: 1997,
157,155 shares; 1996, 157,925 shares....... 94.7 95.2
Unearned ESOP Compensation................... (25.2) (25.2)
Common stock, par value $1.00 per share:
Authorized 1,160,000,000 shares
Issued: 1997, 672,471,038 shares;
1996, 671,431,800 shares........... 672.5 671.4
Additional paid-in capital................... 1,190.1 1,158.6
Earnings reinvested in the business.......... 4,436.8 4,168.7
Cumulative foreign currency
translation adjustments.................... (550.2) (521.6)
Treasury stock, at cost:
1997, 115,322,901 shares;l996, 115,353,687 shares (1,055.9) (1,056.2)
Total Stockholders' Equity............... 4,762.8 4,490.9
$10,052.6 $10,435.3
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
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<TABLE>
PAGE 4
THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Millions of dollars)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
1997 1996
<S> <C> <C>
Operating Activities
Net income $ 283.7 $ 249.3
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 104.0 96.5
Other (15.4) (.7)
Changes in assets and liabilities, net of
effects from acquisition of businesses:
Accounts receivable 563.4 416.7
Inventories (179.4) (140.7)
Accounts payable and accrued liabilities (352.8) (241.3)
Other working capital items 69.7 27.4
Other non-current assets and liabilities (69.1) 40.8
Net cash provided by operating activities 404.1 448.0
Investing Activities
Additions to property, plant & equipment (160.6) (130.9)
Disposals of property, plant & equipment 12.7 8.1
Acquisition of businesses, less cash acquired - (17.4)
Other 2.1 (10.8)
Net cash used in investing activities (145.8) (151.0)
Financing Activities
Proceeds from exercise of stock option and
purchase plans 31.7 14.6
Decrease in long-term debt (2.4) (3.7)
Decrease in loans payable (151.5) (187.2)
Dividends paid (101.3) (102.3)
Net cash used in financing activities (223.5) (278.6)
Effect of Exchange Rate Changes on Cash .3 (4.6)
Increase in Cash and Cash Equivalents 35.1 13.8
Cash and Cash Equivalents at Beginning of Year 76.9 81.6
Cash and Cash Equivalents at End of Quarter $ 112.0 $ 95.4
Supplemental disclosure of cash paid for:
Interest $ 27.2 $ 22.2
Income taxes $ 70.1 $ 71.6
Non-cash investing and financing activities:
Acquisition of businesses:
Fair value of assets acquired $ - $ 17.4
Cash paid - 17.4
Liabilities assumed $ - $ -
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE> PAGE 5
THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounting Comments
Reference is made to the registrant's 1996 annual report to stockholders, which
contains, at pages 24 through 39, financial statements and the notes thereto,
which is incorporated by reference in the registrant's annual report on Form 10-
K for the year ended December 31, 1996.
For interim reporting purposes, advertising expenses are charged to operations
as a percentage of sales based on estimated sales and advertising expense for
the full year.
Effective with the first quarter of 1997, Duracell entities outside of North
America changed their year-end reporting periods from December 31 to November
30 to coincide with Gillette operations. The net income for those entities for
the month of December 1996 is included as a charge of $14.4 million against
earnings reinvested in the business.
With respect to the financial information for the interim periods included in
this report, which is unaudited, the management of the Company believes that
all adjustments, consisting only of normal recurring accruals necessary to a
fair presentation of the results for such interim periods, have been included.
Merger Related Costs
In conjunction with the 1996 merger with Duracell International Inc., the
Company recorded in the fourth quarter of 1996 a charge to operating expenses of
$413 million ($283 million after taxes or $.51 per common share) for direct and
other merger-related costs pertaining to the merger transaction and certain
restructuring programs.
Merger transaction costs consisted primarily of fees for investment bankers,
attorneys, accountants, financial printing and other related charges.
Restructuring costs included severance and outplacement of terminated employees
and exit costs. Exit costs include activities such as cancellation of lease
agreements and distributor contracts, and the writeoff of unutilized assets.
Restructuring activities primarily relate to the consolidation of distribution
and administrative functions, which will result in the phased reduction of
approximately 1,700 employees. Through March 31, 1997, the reductions total 119
employees.
Activity through March 31, 1997 follows:
1996 Charges
(Millions of dollars) Provision to Date Balance
Merger Transaction Costs $65.0 60.7 4.3
Restructuring Costs
Employee Severance 165.9 3.3 162.6
Exit Costs 182.1 84.3 97.8
Total 413.0 148.3 264.7
Earnings per Share
In 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings
per Share," which specifies the computation, presentation and disclosure
requirements for earnings per share. The statement is effective for periods
ending after December 15, 1997. The adoption of this statement will not have a
material impact on reported net income per common share.
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PAGE 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
In reviewing the following analysis, it should be understood that results
for any interim period are not necessarily indicative of the results for
the entire year.
Three Months 1997 versus 1996
Sales for the quarter ended March 31, 1997, were $2.18 billion, an
increase of 6% over the same quarter of the prior year. This growth was
attributable to increased volume and new products, while the effect of
unfavorable exchange rates was partially offset by higher prices. Sales
of domestic operations increased modestly over those of the prior year.
Sales in foreign operations advanced as sharp increases in the AMEE
markets, which include Africa, the Middle East, Eastern Europe and India,
combined with somewhat higher sales in Latin America, were partially
offset by the continued sluggish economic conditions in some key European
and Latin American markets as well as Japan.
For Duracell international operations, reference to the first quarter for
the current year includes the fiscal three months ended February 28,
1997, and for the prior year the calendar three months ended March 31,
1996. The effect of this change was not material.
Sales of blade and razor products were moderately higher than those of
the prior year, and profits climbed sharply due to substantial increases
in the United States and Latin America as well as advances in AMEE
markets. These increases reflect the continued growth and expansion of
the Gillette Sensor franchise, including Sensor Excel and Sensor Excel
for Women.
Sales and profits of Duracell products were significantly higher than
those of the prior year, particularly in AMEE and Asia Pacific markets,
aided by the acquisitions in South Africa and South Korea. Sales growth
excluding these acquisitions was substantial, while profits increased
moderately.
Braun product sales decreased slightly from the prior year due primarily
to the continuing adverse economic conditions in Japan and Germany.
Profits were moderately lower, due primarily to lower sales.
Sales of toiletries and cosmetics rose well above those of the prior year
and profits were significantly higher. The continuing expansion of the
Gillette Series male grooming line, the success of Satin Care female
shaving products, and the growth of clear deodorant/antiperspirant
products contributed to this increase. Jafra sales continued to improve,
with a substantial increase in Mexico over the prior year.
Sales of stationery products were well below those of 1996, due to
reductions in all geographic areas, primarily in Europe. Profits matched
those of the prior year.
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PAGE 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Sales of Oral-B products in the first quarter rose sharply over those of the
prior year, due to increases in all major geographies. This gain is
attributable to increasing market share in the United States and the success
of new products in other major markets. Profits were considerably higher,
due primarily to increased sales.
The approximate percentages of consolidated net sales for each of the
Company's business segments are set forth below.
Blades Toiletries
& & Stationery Braun Oral-B Duracell
Period Razors Cosmetics Products Products Products Products
Three Months 1997 28% 14% 9% 21% 6% 22%
Three Months 1996 29% 14% 10% 23% 6% 18%
Gross profit was $1.35 billion, an increase of $68 million, or 5%, from 1996.
The gross profit percentage of sales was 62.1%, compared with 62.5% for the
same period in 1996.
Selling, general and administrative expenses increased by $16 million, or
2%. Combined advertising and sales promotion expenses were the primary
contributors to this change, increasing 3% over those of the prior year.
Spending on research and development increased 4%, while other marketing and
administrative expenses increased 1%.
Profit from operations was $466 million, up 13% from $414 million a year
earlier. Profit from operations increased substantially in the United
States and was higher in foreign operations.
Net interest expense was slightly higher in the quarter, while net exchange
losses and the effective tax rate were lower.
Net income of $284 million increased 14%, compared with $249 million in
1996. Net income per common share of $.51 increased 13% over the $.45
reported a year earlier.
* * * * * *
Interim financial results may also be viewed on an organizational basis.
For this purpose, operating profits from major operational units are
reported before net corporate headquarters expense, net interest expense,
exchange losses and income taxes.
Sales of the Gillette North Atlantic Group in the quarter were equal to
those of the corresponding period of a year ago. Operating profits in the
quarter were considerably above those of last year.
Sales and profits of the Duracell North Atlantic Group in the quarter were
significantly above those of last year.
The International Group's sales for the quarter were significantly above
those of last year. Profits in the quarter were somewhat above those of
last year.
Sales of the Diversified Group in the quarter were slightly below those of
the prior year. Profits were moderately lower in the quarter.
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PAGE 8
Financial Condition
Net cash provided by operating activities for the
three months ended
March 31, 1997 amounted to $404 million, compared
with $448 million in the same period last year.
Net debt (total debt, net of associated swaps, less cash and short-term
investments) at March 31, 1997, amounted to $1.85 billion, compared to
$2.08 billion at year-end 1996. The Company's current ratio at March 31,
1997 was 1.86, compared to 1.62 at December 31, 1996.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject, from time to time, to legal
proceedings and claims arising out of its business,
which cover a wide range of matters, including
antitrust and trade regulation, product liability,
contracts, environmental issues, patent and
trademark matters and taxes. Management, after
review and consultation with counsel, considers
that any liability from all of these legal
proceedings and claims would not materially affect
the consolidated financial position, results of
operations or liquidity of the Company.
Item 4. Vote of Security Holders
At its Annual Meeting on April 17, 1997, the
stockholders of The Gillette Company took the
following actions:
1. Elected the following four directors for terms to expire at the
2000 Annual Meeting of Stockholders, with votes as indicated opposite each
director's name:
FOR WITHHELD
Michael C. Hawley 471,239,215
4,175,297
Herbert H. Jacobi 471,701,012
3,713,500
Henry R. Kravis 465,565,092
9,849,420
Alexander B. Trowbridge 471,347,783
4,066,729
2. Approved the amendment of the 1971 Stock Option Plan. The
amendment extends the period for grants under the plan to April 18, 2002,
increases the number of shares upon which stock options may be granted by
23,000,000 and clarifies the date on which options granted to outside
directors become exercisable. The vote was 361,606,364 for and 35,807,565
against, with 4,036,307 abstentions and 73,964,276 broker nonvotes.
3. Approved the amendment of the Stock Equivalent Unit Plan. The
amendment extends the period for grants of awards under the plan to April
18, 2002. the vote was 389,051,681 for and 14,143,967 against the
proposal, with 3,883,771 abstentions and 68,335,093 broker nonvotes.
4. Approved the appointment by the Board of Directors of KPMG Peat
Marwick LLP as auditors for the year 1997. The vote was 474,071,885 for
and 518,922 against the proposal, with 823,705 abstentions and no broker
nonvotes.
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PAGE 9
Item 5. Other Information
Forward-Looking Statements
From time to time, the Company may make statements which constitute or
contain "forward-looking" information as that term is defined in the
Private Securities Litigation Reform Act of 1995 (the "Act") or by the
Securitites and Exchange Commission in its rules, regulations and
releases. The Company cautions investors that any such forward-looking
statements made by the Company are not guarantees of future performance
and that actual results may differ materially from those in the forward-
looking statements. The following are some of the factors that could
cause actual results to differ materially from estimates contained in the
Company's forward-looking statements: the pattern of the Company's sales,
including variations in sales volume within periods, which makes forward-
looking statements about sales and earnings difficult and may result in
variance of actual results from those contained in statements made at any
time prior to the period's close; vigorous competition within the
Company's product markets, including pricing and promotional, advertising
or other activities in order to preserve or gain market share, the timing
of which cannot be foreseen by the Company; the Company's reliance on the
development of new products and the inherent risks associated with new
product introductions, including uncertainty of trade and customer
acceptance and competitive reaction; the costs and effects of
unanticipated legal and administrative proceedings; the impacts of unusual
items resulting from ongoing evaluations of business strategies, asset
valuations and organizational structure; historically, almost two-thirds
of the Company's sales having been made outside the United States, making
forward-looking statements more difficult; and the possibility of one or
more of the global markets in which the Company competes being impacted by
variations in political, economic or other factors, such as currency
exchange rates, inflation rates, recessionary or expansive trends, tax
changes, legal and regulatory changes or other external factors over which
the Company has no control.
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PAGE 10
Item 6 (a) Exhibits
<TABLE>
Exhibit 11
THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(Millions of dollars, except per share amounts; shares in millions)
<CAPTION>
Three Months Ended March 31
1997
1996
<S> <C> <C>
Net Income Per Common Share-Assuming No Dilution
Net income as reported....................... $ 283.7 $ 249.3
Less: Preferred Stock Dividends, net of tax
benefit............................... (1.1) (1.2)
Net Income available to Common Shareholders.. $ 282.6 $ 248.1
Average common shares outstanding............ 556.7 552.2
Reported net income per common share......... $ .51 $ .45
Net Income Per Common Share-Assuming Full Dilution
Net Income available to Common Shareholders
(As Above)................................. $ 282.6 $ 248.1
Add: Series C ESOP Preferred Stock Dividend,
net of tax benefit......................... 1.1 1.2
Deduct: Add'l. ESOP Costs, net of tax benefit (.1) (.4)
Adjusted Net Income available to Common Share-
holders.................................... $ 283.6 $ 248.9
Average common shares outstanding (as above). 556.7 552.2
Add: Conversion of Series C ESOP Preferred
Stock.................................. 6.3 6.4
Net additional common
shares upon
exercise of stock options.............. 9.7 8.4
Adjusted average common shares outstanding... 572.7 567.0
Net Income per Common Share -
assuming full dilution..................... $ .50 $ .44
</TABLE>
Exhibit 27 Financial Data Schedule filed herewith.
Item 6 (b). Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the period
covered by this report.
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PAGE 11
SIGNATURE
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.
THE GILLETTE COMPANY
(Registrant)
THOMAS F. SKELLY
Thomas F. Skelly
Senior Vice President and
Chief Financial Officer
May 6, 1997
CHARLES W. CRAMB
Charles W. Cramb
Vice President, Controller and
Principal Accounting Officer
May 6, 1997
<PAGE>
PAGE 11
SIGNATURE
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.
THE GILLETTE COMPANY
(Registrant)
Thomas F. Skelly
Senior Vice President and
Chief Financial Officer
May 6, 1997
Charles W. Cramb
Vice President, Controller and
Principal Accounting Officer
May 6, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The data reported in this exhibit are based on unaudited statements but
include all adjustments which the company considers necessary for a fair
presentation of results for this period.
</LEGEND>
<CIK> 0000041499
<NAME> THE GILLETTE COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 112,000
<SECURITIES> 3,400
<RECEIVABLES> 2,207,200
<ALLOWANCES> 74,500
<INVENTORY> 1,519,700
<CURRENT-ASSETS> 4,308,800
<PP&E> 4,614,600
<DEPRECIATION> 2,018,400
<TOTAL-ASSETS> 10,052,600
<CURRENT-LIABILITIES> 2,314,500
<BONDS> 1,488,400
0
94,700
<COMMON> 672,500
<OTHER-SE> 3,995,600
<TOTAL-LIABILITY-AND-EQUITY> 10,052,600
<SALES> 2,180,000
<TOTAL-REVENUES> 2,180,000
<CGS> 825,200
<TOTAL-COSTS> 825,200
<OTHER-EXPENSES> 888,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,200
<INCOME-PRETAX> 441,600
<INCOME-TAX> 157,900
<INCOME-CONTINUING> 283,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 283,700
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0.50
</TABLE>
