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 September 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 September 30, 2000 were 32,993,500 and 12,263,700, respectively.
CARTER-WALLACE, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
September 30, 2000
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Statements of Earnings and
Comprehensive Earnings for the three and six months
ended September 30, 2000 and 1999 1
Condensed Consolidated Balance Sheets at
September 30, 2000 and March 31, 2000 2
Condensed Consolidated Statements of Cash Flows
for the six months ended September 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 10
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 10
Item 4 - Submission of Matters to a Vote of Security Holders 10
Item 6 - Exhibits and Reports on Form 8-K 11
Signatures 12
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
AND COMPREHENSIVE EARNINGS
(Unaudited)
Three Months Ended Six Months Ended
September 30, September 30,
Statement of Earnings 2000 1999 2000 1999
Net sales $182,434,000 $185,147,000 $406,942,000 $385,101,000
Other income 3,425,000 4,472,000 6,977,000 7,259,000
185,859,000 189,619,000 413,919,000 392,360,000
Cost and expenses:
Cost of goods sold 66,842,000 68,932,000 144,326,000 144,008,000
Advertising, marketing &
other selling expenses 71,605,000 73,296,000 147,571,000 146,841,000
Research & development
expenses 7,090,000 6,587,000 13,778,000 12,630,000
General, administrative
& other expenses 25,940,000 24,173,000 56,049,000 49,491,000
Interest expense 1,096,000 1,221,000 2,241,000 2,405,000
172,573,000 174,209,000 363,965,000 355,375,000
Earnings before taxes
on income 13,286,000 15,410,000 49,954,000 36,985,000
Provision for taxes
on income 5,181,000 6,010,000 19,482,000 14,424,000
Net earnings $ 8,105,000 $ 9,400,000 $30,472,000 $22,561,000
Earnings per share - Basic $.18 $ .21 $.67 $.50
Earnings per share - Diluted $ 17 $ .20 $.65 $.49
Cash dividends per share $.08 $ .06 $.16 $.12
Average shares of common
stock outstanding 45,252,000 44,982,000 45,235,000 44,982,000
Statement of
Comprehensive Earnings
Net Earnings $ 8,105,000 $ 9,400,000 $30,472,000 $22,561,000
Other comprehensive earnings
(loss): Foreign currency
translation adjustment (2,683,000) 1,064,000 (6,489,000) (211,000)
Total Comprehensive
Earnings $ 5,422,000 $10,464,000 $23,983,000 $22,350,000
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, March 31,
2000 2000
Assets (Unaudited)
Current Assets:
Cash and cash equivalents $110,484,000 $ 62,638,000
Short-term investments 19,951,000 41,150,000
Accounts and other receivables less
allowances of $8,360,000 at September 30,
2000 and $8,030,000 at March 31, 2000 137,683,000 126,469,000
Inventories:
Finished goods 52,565,000 63,684,000
Work in process 12,663,000 13,376,000
Raw materials and supplies 30,513,000 29,208,000
95,741,000 106,268,000
Deferred taxes, prepaid expenses
and other current assets 36,113,000 37,493,000
Total Current Assets 399,972,000 374,018,000
Property, plant and equipment, at cost 340,519,000 323,913,000
Less: accumulated depreciation and amortization 189,217,000 174,503,000
151,302,000 149,410,000
Intangible assets 117,781,000 124,684,000
Deferred taxes and other assets 117,894,000 114,124,000
Total Assets $786,949,000 $762,236,000
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 41,703,000 $ 46,935,000
Accrued expenses 119,873,000 114,925,000
Notes payable 10,287,000 6,711,000
Total Current Liabilities 171,863,000 168,571,000
Long-Term Liabilities:
Long-term debt 56,512,000 59,541,000
Deferred compensation 28,409,000 26,647,000
Accrued postretirement benefit obligation 71,303,000 70,308,000
Other long-term liabilities 50,209,000 46,131,000
Total Long-Term Liabilities 206,433,000 202,627,000
Stockholders' Equity:
Common stock 34,788,000 34,776,000
Class B common stock 12,417,000 12,429,000
Capital in excess of par value 4,110,000 4,231,000
Retained earnings 423,853,000 400,616,000
Less: Foreign currency translation
adjustment 37,874,000 31,385,000
Treasury stock, at cost 28,641,000 29,629,000
Total Stockholders' Equity 408,653,000 391,038,000
Total Liabilities and Stockholders' Equity $786,949,000 $762,236,000
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
2000 1999
Cash flows from operations:
Net earnings $30,472,000 $22,561,000
Depreciation and amortization 15,202,000 15,401,000
Changes in assets and liabilities (6,035,000) (27,484,000)
Cash payments for one-time charges
incurred in prior years (597,000) (994,000)
39,042,000 9,484,000
Cash flows used in investing activities:
Additions to property, plant and equipment (7,923,000) (9,986,000)
Decrease in short-term investments 21,156,000 13,063,000
Proceeds from sale of property, plant
and equipment 165,000 635,000
13,398,000 3,712,000
Cash flows used in financing activities:
Dividends paid (7,235,000) (5,398,000)
Increase in borrowings 4,466,000 3,930,000
Payments of debt (1,782,000) (1,296,000)
Proceeds from exercise of stock options 787,000 -
(3,764,000) (2,764,000)
Effect of exchange rate changes on
cash and cash equivalents (830,000) 97,000
Increase in cash and
cash equivalents $47,846,000 $10,529,000
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 interim financial statements and notes thereto included in this Form have
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.
In August 2000 the United States Court of Appeals for the Second Circuit
affirmed a lower court dismissal with prejudice of all shareholder Security
Act claims against the Company relating to Felbatol, the Company's anti-epilepsy
drug.
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
SEPTEMBER 30, 2000 AND 1999
(Continued)
Note 5: Business Segments (In Thousands)
Business segment information for the three months and six months ended
September 30, 2000 and 1999 is as follows:
Three Months Ended Six Months Ended
September 30 September 30
2000 1999 2000 1999
Sales
Domestic Consumer Products $ 84,707 $ 81,176 $177,256 $166,243
Domestic Health Care 40,903 44,227 107,182 93,059
International 56,824 59,744 122,504 125,799
Consolidated $182,434 $185,147 $406,942 $385,101
Operating Profit
Domestic Consumer Products $ 20,501 $ 17,443 $ 48,706 $ 39,709
Domestic Health Care 3,887 8,314 24,541 18,097
International 3,709 4,531 10,633 9,876
Domestic net interest expense 482 (414) 389 (1,045)
Other (expense) net of other income (4,648) (4,818) (14,337) (10,471)
General Corporate expenses (10,645) (9,646) (19,978) (19,181)
Earnings before taxes on income $ 13,286 $ 15,410 $ 49,954 $ 36,985
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 and six months ended September 30, 2000 incremental shares
for purposes of calculating diluted earnings per share amounted to 2,195,100 and
1,923,500 shares, respectively. This compares to 1,005,500 and 965,200
incremental shares in the three months and six months ended September 30, 1999,
respectively.
<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 September 30, 2000, and the related condensed
consolidated statements of earnings and comprehensive earnings for the three
month and six month periods ended September 30, 2000 and 1999 and the condensed
consolidated statements of cash flows for the six month periods ended September
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 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
October 31, 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 September 30, 2000 compared to
three months ended September 30, 1999
Consolidated earnings after taxes in the three months ended September 30, 2000
were $8,105,000 compared with net earnings of $9,400,000 in the three months
ended September 30, 1999. Basic earnings per share were $.18 per share in
the three months ended September 30, 2000 compared to $.21 per share in the
three months ended September 30, 1999.
Net sales decreased $2,713,000 (1.5%) in the current year period as compared
to net sales in the prior year period. The sales decrease was due largely to
the effect of unfavorable foreign exchange rates, as well as lower unit volume
in the Domestic Health Care segment. Unit volume was higher in the Domestic
Consumer Products and International segments. Selling price increases had a
favorable impact on sales in each of the segments. Sales of pharmaceutical
products in the Domestic Health Care segment continue to ne 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 $6,600,000. The effect of
changes in foreign exchange on earnings was not material.
Other income decreased by $1,047,000 from $4,472,000 in the prior year period
to $3,425,000 in the current year period. Included in other income in the
prior year period are credits of $2,269,000 related to ASTA Medica's share of
joint venture operations. Interest income was in the current year period was
higher by $1,259,000 due to increased cash levels.
Cost of goods sold as a percentage of net sales decreased from 37.2% in the
prior year period to 36.6% in the current year period primarily due to changes
in product mix and the favorable effect of selling price increases.
Advertising, marketing and other selling expenses decreased by $1,691,000 or
2.3% versus the prior year period due to lower spending in the Domestic
Health Care segment.
Research and development expenses increased by $503,000 or 7.6% versus the
prior year period due to higher spending in the Domestic Health Care segment,
including spending for taurolidine, a compound being tested to determine if it
has clinically important antineoplastic activity.
General, administrative and other expenses increased $1,767,000 or 7.3% versus
the prior year period due largely to costs associated with the sharing of
profits on a reformulated product.
The estimated annual effective tax rate applied in the three months ended
September 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)
Results of Operations - Six months ended September 30, 2000 compared to six
months ended September 30, 1999
Consolidated earnings after taxes in the six months ended September 30, 2000
were $30,472,000 compared with net earnings of $22,561,000 in the six months
ended September 30, 1999. Basic earnings per share were $.67 per share in
the six months ended September 30, 2000 compared to $.50 per share in the six
months ended September 30, 1999.
Net sales increased $21,841,000 (5.7%) in the current six month period as
compared to net sales in the prior year period. Domestic Consumer Products
sales were higher by $11,013,000 or 6.6% this year due to increased unit sales,
and to a lesser extent, selling price increases. Sales of Domestic Health Care
products were higher by $14,123,000 or 15.2% reflecting unit sales gains and
selling price increases. Sales of pharmaceutical products in the Domestic
Health Care segment continue to be adversely affected by generic competition.
The decrease in International sales of $3,295,000 or 2.6% was due to unfavorable
foreign exchange rates. International unit sales were higher and selling price
increases had a favorable effect on sales in this segment in comparison to the
prior year period.
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 $11,700,000. The effect of
changes in foreign exchange on earnings was not material.
Other income decreased by $282,000 from $7,259,000 in the prior year period to
$6,977,000 in the current year period. Included in other income in the prior
year are credits of $3,359,000 related to ASTA Medica's share of joint venture
operations. Interest income increased versus the prior year by $2,063,000 as
a result of higher cash balances.
Cost of goods sold as a percentage of net sales decreased from 37.4% in the
prior year period to 35.5% in the current year period primarily due to changes
in product mix and to a lesser extent the favorable effect of selling price
increases.
Advertising, marketing and other selling expenses increased by $730,000 or .5%
versus the prior year period due to increased spending in the Domestic
Consumer Products and International business segments. Spending was lower in
the Domestic Health Care segment.
Research and development expenses increased by $1,148,000 or 9.1% versus the
prior year period due to higher spending in the Domestic Health Care segment,
including spending for taurolidine, a compound being tested to determine if
it has clinically important antineoplastic activity.
General, administrative and other expenses increased $6,558,000 or 13.3% versus
the prior year period due largely to a current year charge of $2,530,000
related to ASTA Medica's share of joint venture operations, costs associated
with the sharing of profits on a reformulated product, and increased
compensation related expenses.
The estimated annual effective tax rate applied in the six months ended
September 30, 2000 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 $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 September 2000, the Company entered into two revolving credit agreements
with a group of banks providing credit lines totaling $100,000,000. These
revolving credit agreements replace the $150,000,000 revolving credit
agreement which expired on October 1, 2000.
In the Statement of Cash Flows, the change in assets and liabilities in the
current year period is due largely to increased working capital requirements
including higher accounts receivable. In the prior year period the change in
assets and liabilities was due to higher accounts receivable and inventory
levels, as well as a reduced level of accounts payable and accrued expenses.
In June 2000 the Company entered into an agreement to sell two parcels of
vacant land adjacent to its Cranbury, NJ facility totaling 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; however, one of the transactions could close late in the fourth
quarter of the current fiscal year. 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 six-month period ended September 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 4 - Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of the Company was held on July 18, 2000.
(b) At the Annual Meeting the following matters were submitted to a vote of
security holders:
(1) Each person named below received the number of votes set opposite his or
her name for election as Director of the Company to serve until the next
Annual Meeting of Stockholders and until his or her successor shall have
been elected and qualified:
David M. Baldwin 150,620,217
Richard L. Cruess 149,272,401
Suzanne H. Garcia 149,391,941
Henry H. Hoyt, Jr. 150,611,417
Scott C. Hoyt 150,615,896
Ralph Levine 150,620,014
Herbert M. Rinaldi 150,619,329
Paul A. Veteri 150,621,752
2,165,177 votes were withheld from voting on Directors.
(Continued)
CARTER-WALLACE, INC.
PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Continued)
(2) On the resolution relating to the appointment of KPMG LLP, independent
auditors, to audit the financial statements of the Company for the fiscal
year ending March 31, 2001, the number of votes cast in favor of this proposal
was 151,329,172 and the number of votes cast against this proposal was
41,944.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 23 - KPMG Letter Regarding Interim Review Report
Exhibit 27 - Financial Data Schedule (EDGAR filing only).
(b) Reports on Form 8-K - On August 9, 2000, the Company filed a report on
Form 8-K stating that the United States Court of Appeals for the
Second Circuit affirmed a lower court dismissal of all shareholder
Security Act claims against the Company relating to Felbatol, the
Company's anti-eplilepsy drug.
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: October 31, 2000 /s/ Ralph Levine
Ralph Levine
President & Chief
Operating Officer
Date: October 31, 2000 /s/ Paul A. Veteri
Paul A. Veteri
Executive Vice President
& Chief Financial Officer
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 October 31, 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
October 31, 2000