<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-10747
Duracell International Inc.
--------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1240267
- ------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Berkshire Corporate Park, Bethel, CT 06801
- --------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203)796-4000
-----------------
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
----- -----
Number of Shares of Common Stock, Par Value $.01,
Outstanding as of January 26, 1996 118,859,394
----------------<PAGE>
<PAGE> 2
DURACELL INTERNATIONAL INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
----------
<S> <C>
PART I. FINANCIAL INFORMATION:
Consolidated Unaudited Financial Statements
Consolidated Income Statement for the Three and
Six Fiscal Months Ended December 30, 1995 and
December 31, 1994 1
Consolidated Balance Sheet - December 30, 1995 and
June 30, 1995 2
Statement of Consolidated Cash Flows for the Six
Fiscal Months Ended December 30, 1995 and
December 31, 1994 3
Notes to Consolidated Financial Statements 4-5
Management's Discussion and Analysis of Results
of Operations and Financial Condition 6-9
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 10
<PAGE>
</TABLE>
<PAGE> 3
Duracell International Inc.
Consolidated Income Statement
(Unaudited)
<TABLE>
<CAPTION>
For the Three Fiscal For the Six Fiscal
Months Ended Months Ended
- -----------------------------------------------------------------------------
Dec. 30, Dec. 31, Dec. 30, Dec. 31,
1995 1994 1995 1994
In millions, except per share amounts
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue $784.1 $730.2 $1,323.0 $1,222.3
------ ------ -------- --------
Operating expenses:
Cost of products sold 268.3 240.6 469.1 412.6
Selling, general and
administrative expenses 313.9 298.0 548.7 522.7
------ ------ ------- ------
Total operating expenses 582.2 538.6 1,017.8 935.3
------ ------ ------- ------
Operating income 201.9 191.6 305.2 287.0
Interest expense 6.5 6.5 13.4 14.0
Other expense 2.4 3.4 3.4 3.5
Mark-to-market (gain) loss (3.8) (1.0) 3.8 (0.3)
------ ----- ------ -----
Income before income taxes 196.8 182.7 284.6 269.8
Provision for income taxes 76.5 71.6 110.7 105.7
------ ----- ----- -----
Net income $120.3 $ 111.1 $ 173.9 $ 164.1
====== ======= ======= =======
Earnings per share $ 0.99 $ 0.92 $ 1.44 $ 1.35
====== ======= ======= =======
Weighted average shares and
share equivalents outstanding 121.7 121.1 121.1 121.2
====== ======= ======= ======
Cash dividends per share
on common stock $ 0.26 $ 0.22 $ 0.52 $ 0.44
====== ======= ======= ======
<FN>
See notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE> 4
Duracell International Inc.
Consolidated Balance Sheet
<TABLE>
<CAPTION>
December 30, June 30,
In millions 1995 1995
- -----------------------------------------------------------------------------
<<(unaudited)
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 33.7 $ 35.0
Accounts receivable, less allowance
of $22.9 and $19.1 631.3 390.0
Inventories 232.5 284.4
Deferred income taxes 30.3 41.1
Prepaid and other current assets 59.0 61.3
------- -------
Total current assets 986.8 811.8
Property, plant and equipment, net of
accumulated depreciation of $257.8 and $248.7 416.3 378.3
Intangibles, net of accumulated amortization
of $350.6 and $328.5 1,182.0 1,208.9
Other assets 18.4 20.8
------- ------
Total assets $2,603.5 $2,419.8
======== ========
LIABILITIES AND EQUITY
----------------------
Current liabilities:
Accounts payable $ 110.2 $ 117.8
Short-term borrowings 46.1 59.0
Accrued liabilities 292.7 195.6
--------- --------
Total current liabilities 449.0 372.4
Long-term debt 357.3 364.5
Postretirement benefits other than pensions 100.7 98.4
Deferred income taxes 239.1 269.1
Other non-current liabilities 57.8 52.0
------- -------
Total liabilities 1,203.9 1,156.4
------- -------
Commitments and contingencies
Equity:
Common stock and capital surplus 1,129.1 1,095.8
Retained earnings 334.1 221.7
Accumulated translation adjustment (22.4) (12.9)
Treasury stock (41.2) (41.2)
-------- -------
Total equity 1,399.6 1,263.4
-------- -------
Total liabilities and equity $2,603.5 $2,419.8
======== ========
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE> 5
Duracell International Inc.
Statement of Consolidated Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Six Fiscal Months Ended
- -----------------------------------------------------------------------------
December 30, December 31,
In millions 1995 1994
- ----------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net income $173.9 $164.1
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation 24.5 22.0
Amortization 23.5 23.0
Provision for deferred taxes (2.6) 19.4
Other noncash items 10.7 3.0
(Increase) decrease in:
Accounts receivable (246.8) (224.7)
Inventories 46.4 15.8
Other working capital 90.8 80.4
----- -----
Cash provided by operating activities 120.4 103.0
----- -----
Investing activities:
Purchase of property, plant and equipment (65.9) (52.0)
Proceeds from sale of assets and other (2.0) (0.9)
----- ----
Cash used by investing activities (67.9) (52.9)
----- ----
Financing activities:
Issuance of common stock 24.9 4.6
Dividends paid (61.5) (51.8)
Purchases of treasury stock -- (12.3)
Repayment of revolving credit
borrowings, net (15.6) (95.2)
Issuance of commercial paper, net 0.8 96.3
Net change in other borrowings and other (2.6) 4.7
------ -----
Cash used by financing activities (54.0) (53.7)
------ -----
Effect of exchange rate changes on cash 0.2 2.3
------ -----
Decrease in cash and cash equivalents (1.3) (1.3)
Cash and cash equivalents, beginning of period 35.0 36.1
------ -----
Cash and cash equivalents, end of period $ 33.7 $ 34.8
====== ======
Cash paid during the period for:
Interest $ 16.6 $ 14.6
====== ======
Taxes $ 57.1 $ 36.2
====== ======
<FN>
See notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE> 6
DURACELL INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in millions except per share amounts)
(unaudited)
1. Summary of Significant Accounting Policies
BASIS OF PRESENTATION
The condensed consolidated financial statements of Duracell
International Inc. (the "Company") are unaudited, but in the
opinion of management contain all adjustments which are of a
normal and recurring nature necessary to present fairly the
financial position and the results of operations and cash flows
for the periods presented.
The results of operations for these periods are not necessarily
indicative of the results to be expected for the full year.
Worldwide battery sales are significantly greater in the second
half of the calendar year than the first half due to consumers'
traditionally strong purchases during the holiday season.
The Company's fiscal year ends June 30.
INVENTORIES
Inventories are valued at the lower of cost or market using the
first-in, first-out method.
ADVERTISING
Accruals for advertising costs are recorded in interim periods
based upon forecasted expenditures for the current fiscal year
and charged to expense proportionally to the ratio of
year-to-date sales to the most recent forecast of annual sales.
EARNINGS PER SHARE
Earnings per share is calculated by dividing net income by the
weighted average number of common shares and share equivalents
outstanding during the period.
2. Inventories
The cost of inventories by stage of manufacture was:
<TABLE>
December 30, June 30,
1995 1995
------------ --------
<S> <C> <C>
Finished goods $133.0 $171.3
Work in process 58.2 75.4
Raw materials and supplies 41.3 37.7
------ -----
Total $232.5 $284.4
====== ======
<PAGE>
</TABLE>
<PAGE> 7
3. Equity
The Company paid cash dividends of $0.52 and $0.44 per share of
common stock during the first six months of fiscal 1996 and
1995, respectively. Total dividends paid during these periods
were $61.5 and $51.8, respectively.
Common stock and capital surplus increased $33.3 reflecting
proceeds of $24.9 from stock option exercises and $8.4 of tax
benefits arising from stock option transactions.
4. Mark-to-Market
The Company uses forward foreign currency contracts to
effectively protect its cash flows against unfavorable movements
in exchange rates. The majority of the forward contracts are
used to protect against currency-driven intercompany product
costs. In accordance with current accounting standards, the
Company defers unrealized gains and losses arising from
contracts that hedge existing and identified foreign currency
firm third party commitments until the realized transaction
occurs. Unrealized gains and losses arising from contracts that
hedge anticipated intercompany transactions are recorded
currently in income, on the "mark-to-market" line. These
unrealized gains and losses will fluctuate from quarter to
quarter and represent timing issues only, with no economic
benefit or cost to the Company until realized. Upon
realization, the gains or losses arising on the forward
contracts are offset by gains or losses on the related foreign
currency exposures.
5. Commitments and Contingencies
In September, 1994, Duracell Inc. (the Company's U.S. operating
subsidiary) entered into an Administrative Order By Consent with
the U.S. Environmental Protection Agency ("EPA") whereunder
Duracell Inc. has submitted to the EPA a plan for a complete
remedial investigation and feasibility study relating to mercury
and volatile organic compounds contamination at the Company's
Lexington, North Carolina manufacturing site. Such plan has
been approved by the EPA. Comprehensive remediation actions
have taken place at the Lexington site over many years, but
additional remediation work, proposed in the plan submitted to
the EPA, will be undertaken by Duracell Inc. As of December 30,
1995, Duracell Inc. estimates that future investigatory and
remediation costs will be approximately $4 million, the cost of
which is fully reserved. Duracell Inc. believes that the amount
reserved is sufficient to remediate the property. Duracell Inc.
believes that if additional remedial work is required by the EPA
beyond the work proposed in the approved plan, such additional
remediation would not likely exceed an additional $6 million.
<PAGE>
<PAGE> 8
Management's Discussion and Analysis of Results of Operations
and Financial Condition
RESULTS OF OPERATIONS
<TABLE>
Summarized below are the results of operations for the three and
six fiscal months ended December 30, 1995 and December 31, 1994
(in millions, except per share amounts):
<CAPTION>
Three Fiscal Months Ended Six Fiscal Months Ended
------------------------------ -----------------------
<S> Dec. 30, Dec. 31, % Change Dec. 30, Dec. 31, % Change
---------- ---------
1995 1994 Rptd Perf* 1995 1994 Rptd Perf*
Alkaline unit volume: <C> <C> <C> <C> <C> <C> <C> <C>
North America 554.4 489.1 13 13 926.2 828.2 12 12
Europe 260.4 256.7 1 1 410.2 397.9 3 3
Other Int'l Markets 215.0 210.3 2 2 386.9 366.2 6 6
----- ----- ----- -----
1,029.8 956.1 8 8 1,723.3 1,592.3 8 8
======= ===== ======= =======
Revenue:
North America $444.1 $399.3 11 11 $ 757.0 $ 681.1 11 11
Europe 226.9 220.7 3 (1) 362.6 352.4 3 (1)
Other Int'l Markets 113.1 110.2 3 18 203.4 188.8 8 21
------ ------ --------- -------
$784.1 $730.2 7 8 $1,323.0 $1,222.3 8 9
====== ====== ======== ========
Operating income:
North America $149.0 $138.6 8 7 $ 236.7 $ 219.2 8 8
Europe 57.1 57.0 -- (3) 83.9 83.3 1 (2)
Other Int'l Markets 20.8 19.3 8 25 32.3 30.2 7 22
------ ----- ------- ------
226.9 214.9 6 6 352.9 332.7 6 7
Corporate/R&D (25.0) (23.3) (7) (7) (47.7) (45.7) (4) (4)
------- ----- ------- ------
$201.9 $191.6 5 6 $ 305.2 $ 287.0 6 7
Interest expense 6.5 6.5 -- (5) 13.4 14.0 4 1
Other expense 2.4 3.4 29 29 3.4 3.5 3 3
Mark-to-market
(gain) loss (3.8) (1.0) NM NM 3.8 (0.3) NM NM
------- ----- ------ ------
Income before
income taxes 196.8 182.7 8 8 284.6 269.8 5 6
Tax expense 76.5 71.6 (7) (7) 110.7 105.7 (5) (5)
Effective tax rate 38.9% 39.2% 0.3pp 0.3pp 38.9% 39.2% 0.3pp 0.3pp
------- ----- ------ -----
Net income $120.3 $ 111.1 8 8 $ 173.9 $ 164.1 6 6
======= ======= ======== ========
Net income excl.
mark-to-market $118.0 $ 110.5 7 7 $ 176.1 $ 163.9 7 8
====== ======= ======== ========
Per share development:
Earnings before
mark-to-market $ 0.97 $ 0.92 5 5 $ 1.45 $ 1.35 7 7
Mark-to-market
gain (loss) 0.02 -- NM NM (0.01) -- NM NM
------- ----- ------ -----
Net income $ 0.99 $ 0.92 8 8 $ 1.44 $ 1.35 7 7
======= ======= ======== ========
<FN>
* Performance - adjusted for foreign exchange (i.e., foreign
currency translation, defined as the impact of translating the
income statement from local currency to U.S. dollars). /TABLE
<PAGE>
<PAGE> 9
OVERVIEW
Earnings for the second quarter ended December 30, 1995 were
$118 million or $0.97 per share before an unrealized accounting
gain (which resulted from "marking to market" the Company's
forward foreign currency contracts for intercompany purchases),
an increase of 5% over $0.92 per share in the year-earlier
quarter. Operating income rose 5% on a 7% increase in revenue
and an 8% improvement in alkaline volume. Record results were
achieved as a result of continued alkaline market growth, share
gains and expanded warehouse club distribution in North America
as well as significant volume growth in China and Brazil. These
results were achieved despite several factors which had adverse
effects on the consolidated results, including a relatively weak
Christmas selling season in the U.S. for many retailers,
continued economic weakness in some key European markets and
significant declines in the level of volume in Mexico, owing to
the economic turmoil following the December 1994 peso
devaluation. Inclusive of the unrealized accounting gain, net
income totaled $120 million, or $0.99 per share.
For the six months ended December 30, 1995, Duracell's earnings
were $176 million or $1.45 per share before an unrealized
accounting loss, representing an increase of 7% over the prior
year period. These gains were driven by worldwide alkaline
volume, revenue and operating income growth of 8%, 8% and 6%
respectively. Inclusive of the unrealized accounting loss,
earnings were $174 million or $1.44 per share.
SECOND QUARTER ENDED DECEMBER 30, 1995
NORTH AMERICA
Alkaline volume growth was driven by market growth in the
overall battery category (despite the relatively weak retail
Christmas season in the U.S.), expanded distribution in
warehouse clubs and share gains. The revenue increase reflects
alkaline volume growth and increased rechargeable battery sales,
partially offset by the impact of alkaline multi-packs and
expanded warehouse club business, which result in lower average
pricing. Operating income rose 8%, driven by the revenue gain
and leveraging of advertising and promotion expenses as a
percentage of sales, mitigated by the product mix impact.
EUROPE
Alkaline volume increased 1% as increased demand in the United
Kingdom, expansion into emerging markets (notably Poland and
Russia), alkaline penetration in Scandinavia and favorable
comparisons in Spain were substantially offset by continued
economic weakness in several other key markets, most notably
Italy, Germany and France. France also suffered from
country-wide labor strikes.
Excluding the effect of favorable currency translation, revenue
and operating income both declined modestly, as the benefits of
increased volumes were more than offset by the effects of moving
to larger packs and pricing actions in the United Kingdom
necessary to combat grey market competition.
<PAGE>
<PAGE> 10
OTHER INTERNATIONAL MARKETS
Alkaline volume growth was driven by continued geographic
expansion and broader distribution in China, as well as the
benefits of continuing economic stability in Brazil. These
gains were partially offset by weakness in Mexico following the
December 1994 peso crisis and the impact of the Company's
stringent grey market controls in the Middle East/Africa.
Excluding Mexico, volume grew 10%. Excluding both Mexico and
the Middle East/Africa markets impacted by efforts to reduce
product diversion, volume grew 16%.
Revenue and operating income benefited from the alkaline volume
gain and pricing actions across most markets.
SIX MONTHS ENDED DECEMBER 30, 1995
NORTH AMERICA
Alkaline volume grew as a result of expanded warehouse club
distribution, increased demand in the mass merchandiser category
and share gains. Higher sales reflect alkaline volume growth
and increased high power sales, partially offset by alkaline
product mix. Operating income rose 8%, driven by higher sales
and leveraging of advertising and promotion as a percentage of
sales, partially offset by the product mix impact.
EUROPE
Alkaline volume increased 3%, lead by increased demand in the
U.K., expansion into emerging markets (notably Poland and
Russia), alkaline penetration in Scandinavia, and favorable
comparisons in Spain, partially offset by continued economic
weakness in key markets such as Italy and Germany. Excluding
favorable currency translation, sales and operating income
declined 1% and 2%, respectively, due to the impact of the shift
to larger pack sizes and anti-grey pricing actions in the United
Kingdom.
OTHER INTERNATIONAL MARKETS
Expanded distribution in China and continued growth of alkaline
demand in Brazil were partially offset by significantly reduced
volumes in Mexico due to economic turmoil as well as in Hong
Kong, where the transition to a direct sales force is
continuing. Excluding Mexico, volume grew 14%. Excluding both
Mexico and the Middle East/Africa markets impacted by efforts to
reduce product diversion, volume grew 22%.
Revenue grew as a result of the volume gains, pricing actions
and increased sales of rechargeable battery packs. These
factors also drove the operating income increase, partially
offset by higher spending in support of geographic expansion.
INCOME TAX EXPENSE
The provision for income taxes increased as a result of higher
pre-tax income.
<PAGE>
<PAGE> 11
<TABLE>
FINANCIAL CONDITION
<CAPTION> Six Months Ended
----------------------------------------
December 30, 1995 December 31, 1994
----------------- -----------------
<S> <C> <C>
Cash provided by operating
activities $120.4 $103.0
Capital expenditures 65.9 52.0
Dividends paid 61.5 51.8
Debt reduction (borrowings), net 17.4 (4.6)
</TABLE>
CASH FLOW
Cash provided by operating activities was used principally for
continued investment in the business through capital
expenditures and the payment of cash dividends to shareholders.
Cash provided by operating activities increased as a result of
increased earnings and control over inventory levels, which
increased less during the current year than in the corresponding
prior year period. Capital expenditures increased for alkaline
capacity expansion at existing manufacturing sites and the
construction of new alkaline manufacturing facilities in China
and India.
The Company will rely on cash generated from operations to fund
its future working capital and capital expenditure requirements
needed to support continued alkaline growth, geographic
expansion and investment in high power rechargeable batteries.
Funds available from unused bank credit facilities will be used
primarily to fund seasonal working capital during the year when
receivables and inventories rise to meet operating requirements.
Dividends paid increased 19%, as a result of the February 1995
per share dividend increase from $0.22 per share to $0.26 per
share. As of February 9, 1996, 3,000,000 shares remained of the
Board of Directors' authorization for the repurchase of up to
4,000,000 shares of the Company's common stock.
As of December 30, 1995, the Company had $816 million in
contractually committed lines of credit from long-term bank
credit facilities under which $353 million was outstanding.
Commitments under the facilities are used to support commercial
paper, of which $226 million was outstanding at December 30,
1995. The Company's commercial paper program is rated
investment grade. Unused borrowing capacity under its principal
bank credit facilities at December 30, 1995 was $463 million.
Taxes paid ($57.1 million) were low in relation to the tax
provision ($110.7 million) due to the timing of tax payments. <PAGE>
<PAGE> 12
PART II
OTHER INFORMATION
-----------------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(i) Statement re: computation of earnings per share.
(b) Reports on Form 8-K
The Company did not file any report on Form 8-K during the
three fiscal months ended December 30, 1995.
<PAGE>
<PAGE> 13
SIGNATURE
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.
DURACELL INTERNATIONAL INC.
February 9, 1996 By: Robert A. Burgholzer, Jr.
--------------------------
Robert A. Burgholzer, Jr.
Vice President and Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-30-1995
<CASH> 34
<SECURITIES> 0
<RECEIVABLES> 654
<ALLOWANCES> 23
<INVENTORY> 233
<CURRENT-ASSETS> 987
<PP&E> 674
<DEPRECIATION> 258
<TOTAL-ASSETS> 2604
<CURRENT-LIABILITIES> 449
<BONDS> 357
0
0
<COMMON> 1
<OTHER-SE> 1399
<TOTAL-LIABILITY-AND-EQUITY> 2604
<SALES> 1323
<TOTAL-REVENUES> 1323
<CGS> 469
<TOTAL-COSTS> 469
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13
<INCOME-PRETAX> 285
<INCOME-TAX> 111
<INCOME-CONTINUING> 174
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 174
<EPS-PRIMARY> 1.44
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
EXHIBIT i
DURACELL INTERNATIONAL INC.
COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
For the Three and Six Fiscal Months Ended
December 30, 1995 and December 31, 1994
<TABLE>
<CAPTION>
Three Fiscal Months Six Fiscal Months
Ended Ended
- -----------------------------------------------------------------------------
Dec. 30, Dec 31, Dec. 30, Dec. 31,
In millions, except per share amounts 1995 1994 1995 1994
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Primary Computations:
Weighted average number of shares
outstanding 118.5 117.6 118.2 117.5
Effect of outstanding stock options 3.2 3.5 2.9 3.7
------ ----- ----- -----
Weighted average number of
shares and share equivalents
outstanding 121.7 121.1 121.1 121.2
====== ===== ===== =====
Per share amounts:
Net income (a) $0.99 $0.92 $1.44 $1.35
====== ===== ===== =====
Fully Diluted Computations:
Weighted average number of
shares outstanding 118.5 117.6 118.2 117.5
Effect of outstanding
stock options 3.2 3.6 3.3 3.7
----- ----- ---- ----
Weighted average number of
shares and share equivalents
outstanding 121.7 121.2 121.5 121.2
===== ===== ===== =====
Per share amounts:
Net income (a) $0.99 $0.92 $1.43 $1.35
===== ===== ===== ======
</TABLE>
_________________________________
(a) These calculations are submitted in accordance with Regulation S-K
item 601 (b)(11)
