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 quarterly period ended September 30, 1996 ------------------ 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 1-07151 ------- THE CLOROX COMPANY - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 31-0595760 - ----------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification number) 1221 Broadway - Oakland, California 94612 - 1888 - ----------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, (510)-271-7000 (including area code) --------------- - ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 -------- ------- As of September 30, 1996 there were 51,617,112 shares outstanding of the registrant's common stock (par-value - $1.00), the registrant's only outstanding class of stock. - ----------------------------------------------------------------- Total pages 9 1 -- THE CLOROX COMPANY PART 1. Financial Information Page No. --------------------- --------- Item 1. Financial Statements Condensed Statements of Consolidated Earnings Three Months Ended September 30, 1996 and 1995 3 Condensed Consolidated Balance Sheets September 30, 1996 and June 30, 1996 4 Condensed Statements of Consolidated Cash Flows Three Months Ended September 30, 1996 and 1995 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 7-8 2 -- PART I - FINANCIAL INFORMATION Item 1. Financial Statements The Clorox Company and Subsidiaries Condensed Statements of Consolidated Earnings --------------------------------------------- (In thousands, except per-share amounts) Three Months Ended ------------------ 9/30/96 9/30/95 ----------- ----------- Net Sales $ 590,773 $ 518,486 ----------- ----------- Costs and Expenses Cost of products sold 257,361 231,333 Selling, delivery and administration 116,594 98,656 Advertising 88,974 72,482 Research and development 10,498 10,202 Interest expense 10,497 7,772 Other income (1,973) (567) ----------- ----------- Total costs and expenses 481,951 419,878 ----------- ----------- Earnings before income taxes 108,822 98,608 Income Taxes 43,312 39,829 ----------- ----------- Net Earnings $ 65,510 $ 58,779 =========== =========== Earnings per Common Share $ 1.27 $ 1.12 Dividends per Share $ 0.58 $ 0.53 Weighted Average Shares Outstanding 51,546 52,354 See Notes to Condensed Consolidated Financial Statements. 3 -- PART I - FINANCIAL INFORMATION (Continued) Item 1. Financial Statements The Clorox Company and Subsidiaries Condensed Consolidated Balance Sheets ------------------------------------- (In thousands) 9/30/96 6/30/96 ----------- ----------- ASSETS Current Assets Cash and short-term investments $ 116,751 $ 90,828 Accounts receivable, less allowance 275,203 315,106 Inventories 147,421 138,848 Deferred income taxes 11,139 10,987 Prepaid expenses 20,918 18,076 ----------- ----------- Total current assets 571,432 573,845 Property, Plant and Equipment - Net 557,454 551,437 Brands, Trademarks, Patents and Other Intangibles 717,770 704,669 Investments in Affiliates 99,668 99,033 Other Assets 278,863 249,910 ----------- ----------- Total $ 2,225,187 $ 2,178,894 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 126,764 $ 155,366 Accrued liabilities 278,490 266,192 Income taxes payable 39,507 9,354 Commercial paper and short-term borrowings 184,358 192,683 Current maturities of long-term debt 179 291 ----------- ----------- Total current liabilities 629,298 623,886 Long-term Debt 355,575 356,267 Other Obligations 120,116 117,505 Deferred Income Taxes 144,289 148,408 Stockholders' Equity Common Stock 55,422 55,422 Additional paid-in capital 113,076 111,782 Retained earnings 1,114,802 1,078,789 Treasury shares, at cost (262,770) (268,652) Cumulative translation adjustments and other (44,621) (44,513) ----------- ----------- Stockholders' Equity 975,909 932,828 ----------- ----------- Total $ 2,225,187 $ 2,178,894 See Notes to Condensed Consolidated Financial Statements. 4 -- PART I - FINANCIAL INFORMATION (Continued) Item 1. Financial Statements The Clorox Company and Subsidiaries Condensed Statements of Consolidated Cash Flows ----------------------------------------------- (In thousands) Three Months Ended ------------------ 9/30/96 9/30/95 ----------- ----------- Operations: Net earnings $ 65,510 $ 58,779 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 26,744 26,478 Deferred income taxes 840 3,300 Other 5,315 4,628 Effects of changes in: Accounts receivable 42,103 93,933 Inventories (8,273) (3,884) Prepaid expenses (3,084) 1,372 Accounts payable (28,635) (22,603) Accrued liabilities (3,770) (18,065) Income taxes payable 25,042 24,211 ----------- ----------- Net cash provided by operations 121,792 168,149 Investing Activities: Property, plant and equipment (23,033) (12,162) Disposal of property, plant and equipment 515 2,369 Businesses purchased (22,207) (60,427) Other (17,043) (15,736) ----------- ----------- Net cash used for investment (61,768) (85,956) ----------- ----------- Financing Activities: Long-term borrowings 968 - Long-term debt and other obligations repayments (6,942) (8,789) Commercial paper, net (5,348) (38,881) Cash dividends (29,888) (27,804) Treasury stock purchased - (18,819) Employee stock plans 7,109 2,616 ----------- ----------- Net cash used for financing (34,101) (91,677) ----------- ----------- Net Increase (Decrease) in Cash and Short-Term Investments 25,923 (9,484) Cash and Short-Term Investments: Beginning of period 90,828 137,330 ----------- ----------- End of period $ 116,751 127,846 =========== =========== See Notes to Condensed Financial Statements 5 -- PART I - FINANCIAL INFORMATION (Continued) Item 1. Financial Statements The Clorox Company and Subsidiaries Notes to Condensed Consolidated Financial Statements (1) The summarized financial information for the three months ended September 30, 1996 and 1995 has not been audited, but in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations, financial position, and cash flows of The Clorox Company and subsidiaries (the Company) have been made. The results of the three months ended September 30, 1996 should not be considered as necessarily indicative of the results for the entire year. (2) Inventories at September 30, 1996 and at June 30, 1996 consisted of (in thousands): 9/30/96 6/30/96 --------- --------- Finished goods and work in process $ 91,341 $ 82,261 Raw materials and supplies 56,080 56,587 --------- --------- Total $147,421 $138,848 (3) Acquisitions during the quarter were funded from cash and included the Limpido brand of liquid bleach, and an increase of ownership in Technoclor, S.A, both in Columbia. These acquisitions were accounted for as purchases. 6 -- PART I - FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition --------------------------------------------- Results of Operations --------------------- Comparison of the Three Months Ended September 30, 1996 ------------------------------------------------------- with the Three Months Ended September 30, 1995 ----------------------------------------------- Earnings per share increased 13 percent to $1.27 from $1.12, and net earnings increased 11 percent to $65,510,000 from $58,779,000 a year ago principally due to a 14 percent increase in net sales driven by a 15 percent increase in volume. Domestic volume growth was approximately 10 percent, while our international base businesses grew about 13 percent with the remaining growth coming from acquisitions that occurred in fiscal 1996. Home cleaning products experienced strong volume growth and included strong shipments of 409, Soft Scrub, Pine-Sol, Clorox Toilet Bowl Cleaner, and S.O.S. Cat litter was up strongly for the quarter principally due to increased distribution of our larger sizes and the continued strong growth of the Scoop segment of the category. Insecticides were also up strongly principally due to last year's acquisition of Black Flag. Additionally, Brita and our professional products business experienced strong volume growth in the quarter, driven principally by new distribution for Brita. International volume growth occurred principally in Argentina as well as other markets in Latin America and Asia. Costs of products sold as a percent of net sales was 44 and 45 percent in the current and year ago quarters, respectively and is anticipated to remain in this range for the balance of the year. This quarter's improvement reflects the results of certain cost savings measures including our manufacturing strategy and our initiatives in the food business. Raw materials costs are relatively stable versus a year ago, and increases over the balance of the year may tend to mitigate any margin improvement. Research and development expense was about even with year ago period. Selling, delivery, and administration expense increased 18 percent over the year ago period principally due to spending this period on major information technology initiatives that are necessary to maintain technological competence and prepare for the year 2000 conversion, and further international infrastructure investments that include the establishment of our own direct sales forces in Canada and in some Latin American markets. Advertising expense increased 23 percent over the year ago period principally due to increased media spending across all our businesses. Sales promotional and couponing spending increased as well due to promotional activity for S.O.S Scrubber Sponges and other new products. We anticipate that for the full year, advertising and sales promotion should increase at about the same rate as the growth of sales, subject to completion of marketing plans. Interest expense increased $ 2,725,000 over a year ago due to increased borrowing levels for both commercial paper and medium term debt associated with acquisitions that occurred in fiscal 1996. 7. -- PART I - FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition --------------------------------------------- Liquidity and Capital Resources ------------------------------- The Company's financial position remains strong principally due to cash provided by operations during the quarter. Accounts receivable and accounts payable both decreased from June 30, 1996 reflecting normal seasonal variations of the charcoal and insecticides businesses. Inventories are higher due to international growth and acquisitions as well as for increased Brita volume. We expect our inventories to increase during the next two fiscal quarters to support the seasonal charcoal and insecticides businesses. The Company has approved the use of interest rate derivative instruments such as interest rate swaps in order to manage the impact of interest rate movements on interest expense. These instruments have the effect of converting fixed rate interest to floating, or floating to fixed. The conditions under which derivatives can be used are set forth in a Company Policy Statement and include a restriction on the amount of such activity to a designated portion of existing debt, a limit on the term of any derivative transaction, and a specific prohibition on the use of any leveraged derivatives. Management believes the Company has access to additional capital through existing lines of credit and from public and private sources should the need arise. 8 -- S I G N A T U R E ----------------- 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 CLOROX COMPANY (Registrant) DATE November 13, 1996 BY /S/ HENRY J. SALVO, JR. ----------------- ----------------------- Henry J. Salvo, Jr. Vice-President - Controller 9 --