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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NO. 001-13615
RAYOVAC CORPORATION
(Exact name of registrant as specified in its charter)
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WISCONSIN 22-2423556
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
601 RAYOVAC DRIVE 53711-2497
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (608) 275-3340
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, Par Value $.01 New York Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
On December 17, 1999, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $296,895,389. As of December 17, 1999,
there were outstanding 27,490,052 shares of the registrant's Common Stock, $0.01
par value.
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TABLE OF CONTENTS
PAGE
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PART I
ITEM 1. BUSINESS.................................................... 2
ITEM 2. PROPERTIES.................................................. 13
ITEM 3. LEGAL PROCEEDINGS........................................... 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS......................................... 17
ITEM 6. SELECTED FINANCIAL DATA..................................... 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................... 20
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK........................................................ 28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 30
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.................................... 30
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......... 30
ITEM 11. EXECUTIVE COMPENSATION...................................... 33
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.................................................. 37
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 38
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K......................................................... 39
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULE.......................................... F-1
SIGNATURES.................................................. II-3
1
PART 1
ITEM 1. BUSINESS
GENERAL
Rayovac is the leading value brand and the third largest domestic
manufacturer of general batteries. We are also the leading worldwide
manufacturer of hearing aid batteries and the leading U.S. manufacturer of
rechargeable household batteries and certain other specialty batteries,
including lantern batteries. In addition, we are a leading marketer of heavy
duty batteries and battery-powered lighting products. We also market
rechargeable batteries for cordless telephones and video camcorders.
Rayovac is a well recognized brand name in the battery industry that was
first used as a trademark for batteries in 1921. We attribute the longevity and
strength of the Rayovac brand name to our high-quality products and to the
success of our marketing and merchandising initiatives.
We established our position as the leading value brand in the U.S. general
alkaline battery market by:
- offering batteries with quality and performance similar to batteries
offered by our principal competitors, but at lower prices
- emphasizing innovative in-store merchandising and packaging programs
- offering retailers attractive margins
We have established our position as the leader in various specialty battery
niche markets through continuous technological advances, creative distribution
and marketing, and strong relationships with industry professionals and
manufacturers.
Over the last several years we have broadened our distribution channels to
include mass merchandisers and warehouse clubs; food, drug, and convenience
stores; electronics specialty stores and department stores; hardware and
automotive centers; specialty retailers; hearing aid professionals; industrial
distributors; government agencies; and original equipment manufacturers. We
market all of our branded products under the Rayovac-Registered Trademark- name
and selected products under sub-brand names including MAXIMUM-TM- ,
Renewal-Registered Trademark-, Loud'n Clear-Registered Trademark-,
ProLine-Registered Trademark-, Lifex-Registered Trademark-, Power
Station-Registered Trademark-, Workhorse-Registered Trademark-, Roughneck,
Extra-Registered Trademark-, XCell-Registered Trademark-, and
AIRPOWER-Registered Trademark-.
OPERATING SEGMENTS
Our business is organized according to three geographic regions (1) North
America, (2) Latin America and (3) Europe and rest of world ("Europe/ROW").
Global and geographic strategic initiatives and financial objectives are
determined at the corporate level. Each operating segment is responsible for
implementing the defined strategic initiatives and achieving the financial
objectives. Each geographic region has a general manager responsible for
operations in that geographic region and all the products lines within that
region.
OUR BUSINESS STRATEGY
Our business strategy is centered around four key elements:
- continue to increase the consumer awareness of the Rayovac brand name by
focused marketing and advertising
- grow our market share by expanding distribution into new channels,
increasing sales to under-penetrated channels and customers, launching new
products, and selectively pursuing acquisitions and alliances
2
- reduce costs by rationalizing manufacturing and distribution, better
utilizing existing plant capacity, outsourcing products where appropriate,
reducing working capital and corporate overhead
- improve employee productivity by increasing training and education,
improving business processes and implementing a pay-for-performance
culture.
To support our business strategy we have developed or implemented many
changes in the last several years.
ALIGNMENT OF SALES, MARKETING AND ADMINISTRATION WITH CUSTOMERS. In North
America we have realigned our marketing department, sales organization, supply
chain and support functions to better serve our diverse customer needs. We have
organized customer-focused teams to serve the following distribution channels:
mass merchandisers and warehouse clubs, regional mass merchandiser and home
center, food and drug, special markets, hearing aid professionals, and
industrial, government and original equipment manufactures. We believe that our
sales should increase as our dedicated teams focus on implementing
channel-specific marketing strategies, sales promotions and customer service
initiatives.
NEW SALES AND MARKETING PROGRAMS. We continue to implement broad new
marketing initiatives. In the last year we have (1) continued our use of Michael
Jordan in our alkaline advertising and Arnold Palmer in our hearing aid
advertising, (2) launched new packaging designs known as the Pro-pack and clear
reclosable packs, (3) launched a new and improved AA alkaline battery and (4)
continued the use of innovative marketing programs and promotions with
individual customers.
RESTRUCTURING OF OUR OPERATIONS. We have restructured our operations to
maximize our production and capacity efficiencies, reduce fixed costs, upgrade
existing technology and equipment, and improve customer service. Major elements
of these initiatives include: (1) consolidating our packaging operations at our
Madison, Wisconsin plant, (2) outsourcing the manufacturing of heavy duty
batteries for our domestic market, (3) closing certain of our existing
manufacturing, packaging and distribution facilities, and (4) planning the
discontinuation of the manufacture of watch batteries. We recorded a charge of
$9.5 million in fiscal 1998 for the first three initiatives listed. We recorded
a charge of $3.4 million in fiscal 1999 for the watch battery discontinuation
and the remaining costs associated with the other plant closings. We expect that
after implementation of these restructuring initiatives we will achieve
approximately $6.0 million of annual aggregate cost savings.
UPGRADES TO OUR INFORMATION SYSTEMS. In 1999 we successfully implemented in
our North American facilities a business resource planning software system
purchased from SAP. This implementation provides us with a single source of
information, standardization of processes and more readily available, timely
information. This system has also been beneficial in addressing a significant
number of our year 2000 issues.
OUR GROWTH STRATEGY
We believe that we have significant growth opportunities in our business. We
have developed strategies to increase our sales, profits and market share. Key
elements of our growth strategy are:
CONTINUE TO REINVIGORATE THE RAYOVAC BRAND NAME. We are committed to
continuing to reinvigorate the Rayovac brand name. While the Rayovac brand name
is widely recognized in all markets where we compete, it has lower brand name
awareness than the more highly advertised Duracell and Energizer brands. We have
initiated an integrated advertising campaign using significantly higher levels
of television and print media in North America. In 1997, we launched a
reformulated alkaline battery, Rayovac MAXIMUM-TM-. This introduction was
supported by new graphics, new packaging, a new advertising campaign, and
aggressive introductory retail promotions. Our marketing and advertising
initiatives are designed to increase consumer awareness of the Rayovac brand and
to increase our retail sales by heightening customers' perceptions of the
quality, performance and value of our products. These initiatives
3
have increased domestic awareness of the Rayovac brand over 80%, with a 20%
increase in the quality and performance perceptions over the last year. In
addition, through a third party, we are beginning efforts to license the Rayovac
brand name for products that have a potential for high customer awareness.
EMPHASIZE OUR VALUE BRAND POSITION. We believe that we are uniquely
positioned in the U.S. general battery market as the value brand in an industry
in which the leading three brands (Duracell, Energizer and Rayovac) account for
approximately 90% of sales. We position our products to appeal to the large
segment of the population that desires value brand products, which are similar
in quality and performance to the products of our major competitors. For
example, one of our pricing strategies is to offer more batteries than our brand
name competitors for the same price.
EXPAND RETAIL DISTRIBUTION. We believe that our value brand positioning and
innovative merchandising programs make us an attractive supplier to all channels
of trade. We have expanded our traditional focus on mass merchandisers to
include other retail channels. We have reorganized our marketing, sales, and
sales representative organizations by retail channel in order to increase our
market share by (1) gaining new customers, (2) selling existing customers a
larger assortment of products, (3) offering a selection of products with high
sell-through and (4) utilizing more aggressive and channel specific promotional
programs. In the last three years we have increased the number of stores in the
U.S. selling our products by over 40,000 stores. As of September 1999, Rayovac
products can be found in over 80,000 stores in the United States.
FURTHER CAPITALIZE ON WORLDWIDE LEADERSHIP IN HEARING AID BATTERIES. We
seek to increase our worldwide share in the hearing aid battery segment by
capitalizing on our leading technology and dedicated sales and marketing
organization and through the completion of strategic acquisitions. We continue
to use Arnold Palmer as our spokesperson in our print media campaign for hearing
aid battery products. We market hearing aid batteries in large multi-packs,
which have rapidly gained consumer favor. In November 1997, we acquired Brisco
GmbH in Germany and Brisco B.V. in Holland. These firms package and distribute
hearing aid batteries in customized packaging to hearing health care
professionals in Germany, Holland and other European countries. In March 1998,
we acquired the battery distribution business of Best Labs in St. Petersburg,
Florida, a manufacturer of hearing instruments and distributor of hearing aid
batteries in customized packaging.
DEVELOP NEW MARKETS. We plan to continue to expand our business into new
markets for batteries and related products both domestically and internationally
by developing new products internally or potentially through selective
acquisitions. Our acquisitions may focus on expansion into new technologies,
product lines or geographic markets and may be of significant size. We may also
pursue joint ventures or other strategic marketing opportunities, where
appropriate to expand our markets or product offerings.
LATIN AMERICAN ACQUISITION. On August 9, 1999, Rayovac completed the
acquisition of the consumer battery operations of ROV Limited. These operations
market and manufacture a line of general batteries under the Rayovac name in
many Latin American countries. They also distribute and market batteries to
other countries in South America, the Middle East, Africa and selected Asian
countries. The Latin American operations have an extensive network of
distribution and production facilities in Central America, the Dominican
Republic, Mexico, and Venezuela.
This acquisition significantly adds to our marketing opportunities in Latin
America, the Middle East, Africa and selected Asian countries. The acquisition
also allows us to control the Rayovac brand name for use worldwide except in
Brazil. The Rayovac brand has a leading market position for zinc carbon
batteries in the Dominican Republic and Venezuela, as well as certain other
parts of Central America. However, the Rayovac brand has minimal alkaline
battery sales in Latin America. We will seek a share of the growing market for
alkaline products in Latin America by combining our expertise in the production
and marketing of alkaline batteries with our existing broad distribution
network. We also will expand our existing
4
distribution network and use the network to distribute other Rayovac products
and as a platform for further international expansion.
PRODUCTS
We develop, manufacture and market a wide variety of batteries and
battery-powered lighting devices. Our broad line of products includes:
- general batteries, including alkaline, heavy duty and rechargeable
alkaline batteries
- specialty batteries, including hearing aid, watch, photo, keyless entry,
and personal computer clock, memory back-up batteries, rechargeable
batteries for cordless telephones and rechargeable batteries, battery
chargers and accessories for camcorders
- lighting products and lantern batteries
Our general batteries (D, C, AA, AAA and 9-volt sizes) are used in devices
such as radios, remote controls, cassette players, pagers, portable compact disc
players, electronic and video games and battery-powered toys, as well as a
variety of battery-powered industrial applications. Our button cell specialty
batteries are used in smaller devices, such as hearing aids and watches. Our
lithium coin cells are used in cameras, calculators, communication equipment,
medical instrumentation and personal computer clocks and memory back-up systems.
Our lantern batteries are used almost exclusively in battery-powered lanterns.
Our lighting products include flashlights, lanterns and similar portable
products.
Net sales data for our products as a percentage of net sales for fiscal
1997, fiscal 1998 and fiscal 1999 are set forth below.
PERCENTAGE OF COMPANY
NET SALES
------------------------------
FISCAL YEAR
ENDED
SEPTEMBER 30,
------------------------------
PRODUCT TYPE 1997 1998 1999
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Battery Products:
Alkaline.................................................. 45.0% 49.1% 50.1%
Heavy Duty................................................ 10.4 7.8 9.9
Rechargeable Batteries.................................... 5.5 5.4 4.5
Hearing Aid............................................... 14.8 14.8 13.3
Specialty and Other Batteries............................. 9.8 9.1 8.6
----- ----- -----
Total................................................... 85.5 86.2 86.4
Lighting Products and Lantern Batteries................... 14.5 13.8 13.6
----- ----- -----
Total................................................... 100.0% 100.0% 100.0%
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5
A description of our major battery products including their typical uses is
set forth below.
HEARING AID
GENERAL BATTERIES BATTERIES OTHER SPECIALTY BATTERIES
TECHNOLOGY: Alkaline Zinc Zinc Air Lithium Silver Lithium Ion,
Nickel Metal
Hydride, Nickel
Cadmium and
Sealed Lead Acid
TYPES/ COMMON NAME: -Disposable Heavy Duty -- -- -- Rechargeable
-Rechargeable (Zinc Chloride
and Zinc
Carbon)
BRAND; SUB-BRAND Rayovac; Rayovac Rayovac; Loud'n Rayovac; Rayovac Rayovac
NAMES(1): MAXIMUM, Clear, ProLine, Lifex
Renewal, Power Best Labs,
Station Ultracell XCell
and AIRPOWER
SIZES: D, C, AA, AAA, 9-volt(2) for 5 sizes 5 primary 10 primary 35 sizes
both Alkaline and Zinc sizes sizes
TYPICAL USES: All standard household Hearing aids Personal Watches Cellular
applications including computer telephones,
electronic toys pagers, CD and clocks and camcorders and
cassette players, remote memory cordless
controls and a wide variety of back-up telephones
industrial applications
LANTERN
BATTERIES
TECHNOLOGY: Zinc
TYPES/ COMMON NAME: Lantern
(Alkaline,
Zinc Chloride
and Zinc
Carbon)
BRAND; SUB-BRAND Rayovac
NAMES(1):
SIZES: Standard
lantern
TYPICAL USES: Beam lanterns,
Camping
lanterns
(1) Rayovac also produces and supplies private label brands in selected
categories.
(2) Rayovac does not produce 9-volt rechargeable batteries.
ALKALINE BATTERIES. We produce a full line of alkaline batteries, including
D, C, AA, AAA and 9-volt size batteries for both consumers and industrial
customers. Our alkaline batteries are marketed and sold primarily under the
Rayovac MAXIMUM brand, although we also engage in limited private label
manufacture of alkaline batteries. AA and AAA size batteries are often used with
smaller electronic devices such as remote controls, photography equipment,
cassette players, pagers, portable compact disc players and electronic and video
games. C and D size batteries are generally used in devices such as flashlights,
lanterns, radios, cassette players and battery-powered toys. 9-volt size
batteries are generally used in fire alarms, smoke detectors and communication
devices.
HEAVY DUTY BATTERIES. Heavy duty batteries include zinc chloride and zinc
carbon batteries designed for low and medium-drain battery-powered devices such
as lanterns, flashlights, radios and remote controls. In March 1998, we
announced a restructuring of our operations, which included the outsourcing of
manufacturing of heavy duty batteries for our domestic market.
In August 1999 we purchased the consumer battery operations of ROV Limited
in Latin America. This business produces D, C and AA size zinc carbon and zinc
chloride batteries.
RECHARGEABLE BATTERIES. Our Renewal rechargeable battery is the only
rechargeable alkaline battery in the U.S. market. Renewal batteries offer a
value proposition to consumers because they can be recharged over 25 times,
providing ten times the energy of disposable alkaline batteries at a somewhat
higher retail
6
price. The marketing message for rechargeable alkaline batteries is focused
primarily on their money-saving benefits as well as their environmental
benefits.
HEARING AID BATTERIES. We are currently the largest worldwide seller of
hearing aid batteries. Our strong market position is the result of (1) our
hearing aid battery products having advanced technological capabilities and
consistent product performance and (2) our strong distribution system and
extensive marketing program for these products. Hearing aid batteries are
produced in several sizes and are designed for use with various types and sizes
of hearing aids. We produce five sizes and two types of zinc air button cells
for use in hearing aids. We sell these batteries under the Loud'n Clear,
ProLine, Extra, XCell and AIRPOWER brand names and under several private labels,
including Beltone, Miracle Ear, Siemens and Starkey. We were the pioneer and
currently are the leading manufacturer of the smallest (5A and 10A size) hearing
aid batteries. Zinc air is a highly reliable, high energy density, lightweight
battery system.
SPECIALTY AND OTHER BATTERIES. Our other specialty battery products include
non-hearing aid button cells, lithium coin cells, photo batteries, keyless entry
batteries and medical batteries, as well as rechargeable nickel cadmium, nickel
metal hydride, lithium ion and sealed lead acid batteries. We market button and
coin cells for watches, cameras, calculators, communications equipment and
medical instrumentation. Our Lifex lithium coin cells are high-quality lithium
batteries with certain performance advantages over other lithium battery
systems. These products are used in calculators and personal computer clocks and
memory back-up systems. Lifex lithium coin cells have outstanding shelf life and
excellent performance. Our rechargeable lithium ion, nickel metal hydride,
nickel cadmium and sealed lead acid batteries are sourced for use in camcorders
and cordless telephones.
LIGHTING PRODUCTS AND LANTERN BATTERIES. We are a leading marketer of
battery-powered lighting devices, including flashlights, lanterns and similar
portable products for the retail and industrial markets.
MERCHANDISING AND ADVERTISING
Over the last three years, we have continued to develop our merchandising
and advertising strategies. Key elements of our strategies include:
- building the awareness and image of the Rayovac brand name
- focusing on the reformulated MAXIMUM alkaline product line
- improving consumer perceptions of the quality and performance of our
products
- upgrading and unifying product packaging and launching innovative new
value packaging
- solidifying our position as the value brand
- regularly introducing new products, especially lighting products
We position our products to appeal to the large segment of the population
that desires value brand products which are of quality and performance similar
to the products of our major competitors in the general battery market, but
which are offered at a lower price. One pricing strategy we use to demonstrate
our value positioning is offering more batteries than our brand name competitors
for the same price. We also work with individual retail channel participants to
develop unique merchandising programs and promotions and to provide retailers
with attractive profit margins to encourage retailer brand support.
NORTH AMERICA.
For the last three years we have focused our advertising efforts on the
MAXIMUM alkaline products. In 1997, we launched our first major national
advertising campaign. This campaign is designed to increase awareness of the
Rayovac brand and to heighten customers' perceptions of the quality, performance
and
7
value of our products. We engaged Michael Jordan as a spokesperson for our
general battery products. In addition, through a third party, we are reviewing
opportunities to license the Rayovac brand name for products that have the
potential for high consumer awareness.
To market and distribute our hearing aid battery products, we continue to
use a campaign featuring Arnold Palmer, a binaural wearer and user of Rayovac
hearing aid batteries. Mr. Palmer has been extremely effective in promoting the
use of hearing aids, expanding the market and communicating the specific product
benefits of our hearing aid batteries. Our agreement with Mr. Palmer may not be
cancelled or terminated by him without cause prior to its expiration in June
2003. To reach the largest potential market for hearing aid batteries, we have
also developed a corporate print advertising campaign to be used in selected
publications. We pioneered the use of multipacks and intend to further expand
multipack distribution in additional professional and retail channels. We
believe that we have developed strong relationships with hearing aid
manufacturers and audiologists, the primary sellers of hearing aids, and will
continue to seek to further penetrate the professional market for hearing aid
products.
We have redesigned our product graphics and packaging of other specialty
battery products to achieve a uniform brand appearance with our other products
and to generate greater brand awareness and loyalty. In addition, we plan to
continue to develop relationships with manufacturers of communications equipment
and other products in an effort to expand our share of the non-hearing aid
button cell market. We believe there is significant opportunity for growth in
the photo and keyless entry battery markets and we seek to further penetrate the
replacement market for these products. We have also introduced a line of
products to serve the medical instrument and health services markets.
We have established our position in the lighting products market based on
innovative product features, consistent product quality and creative product
packaging. In addition, we endeavor to regularly introduce new products to
stimulate consumer demand and promote impulse purchases. This fall we introduced
a line of lighting products under the Harley Davidson brand name. The products
will be sold initially in Harley Davidson dealer stores with distribution into
retail outlets expected in the first quarter of calendar 2000.
LATIN AMERICA.
We believe there is significant opportunity in Latin America to sell the
MAXIMUM alkaline products. Currently less than 10% of our Latin America sales
are from alkaline products. We believe approximately 30% of all batteries sold
in Latin America are alkaline products, providing us with an opportunity to
expand our alkaline sales.
We intend to expand distribution of our other products in Latin America by
implementing strategies similar to those that have proven to be successful for
us in North America.
EUROPE/ROW.
Our marketing strategy in Europe is to capitalize on our strength in hearing
aid products using our corporate advertising campaign featuring Arnold Palmer
and our strong relationships with manufacturers of hearing aids.
For the balance of our product line, we intend to partner with our large
global customers and expand distribution as they expand.
SALES AND DISTRIBUTION
NORTH AMERICA.
We currently align our sales force by distribution channel. As a result of
this reorganization, we maintain separate U.S. sales forces primarily to service
(1) our retail sales and distribution channels and
8
(2) our hearing aid professionals, industrial distributor and original equipment
manufacturer sales and distribution. In addition, we use a network of
independent brokers to service participants in selected distribution channels.
In conjunction with our broader cost rationalization initiatives, we have
reduced the number of our independent brokers and sales agents from over 100 in
1996 to approximately 70 currently.
Wal-Mart Stores, Inc., our largest mass merchandiser customer, represented
20%, 19% and 20% of our consolidated net sales in fiscal 1997, 1998 and 1999,
respectively.
LATIN AMERICA.
Shortly after the August 1999 acquisition in Latin America, we reorganized
our sales force by distribution channel. As a result, we maintain two separate
sales groups: one group that directly services large retailers and food and drug
chains, located mainly in urban areas and a second group that services through
distributors and wholesalers, secondary channels like photo, grocery, hardware,
stationary, industrial and other retailers, located in both urban and rural
areas. This new sales structure enables us to focus on the rapid expansion of
the alkaline category, while consolidating our leadership position in the zinc
carbon/zinc chloride category.
EUROPE/ROW.
We maintain a separate sales force of approximately 30 employees in Europe
to promote the sale of all of our products.
MANUFACTURING AND RAW MATERIALS
We manufacture batteries in the United States, Latin America and the United
Kingdom. Our Latin American operations were part of the Latin America
acquisition in August 1999. In September 1999, we announced manufacturing
changes which included the planned discontinuation of silver cell manufacturing
at our Portage, Wisconsin facility. In November 1999, we discontinued the
manufacturing operations at our Valencia, Venezuela facility and transferred
this production to our Mexico facility. Over the last three years, we have
closed our Newton Aycliffe, United Kingdom, Kinston, North Carolina and
Appleton, Wisconsin facilities and shifted their manufacturing operations to our
other facilities. We have also outsourced the manufacture of certain lighting
products. These efforts have increased our plant capacity utilization and
eliminated some of our underused manufacturing capacity.
During the past six years, we have expended significant resources on capital
improvements, including the modernization of many of our manufacturing lines and
manufacturing processes. These manufacturing improvements have enabled us to
increase the quality and service life of our alkaline batteries and to increase
our manufacturing capacity. In 1999, we installed a new high speed alkaline
battery production line at our Fennimore, Wisconsin plant. We expect this line
will increase our production capacity for AA size batteries by up to 50%. Since
fiscal 1993, our investment in new manufacturing technology, modernization and
production capacity at our Fennimore plant has exceeded $40 million.
Zinc powder, electrolytic manganese dioxide powder and steel are the most
significant raw materials we use to manufacture batteries. There are a number of
worldwide sources for all necessary raw materials that we use to manufacture
batteries. We believe that we will continue to have access to adequate
quantities of these materials at competitive prices. Based on our anticipated
production requirements of zinc powder, we regularly engage in forward purchases
and hedging transactions to effectively manage raw material costs and inventory
relative to anticipated production requirements. With our recent acquisition in
Latin America, our consumption of zinc powder has increased significantly which
has not yet been hedged. We do not anticipate this will be difficult to manage.
See "Quantitative and Qualitative Disclosures about Market Risk."
9
RESEARCH AND DEVELOPMENT
Research and development efforts for batteries are focused on alkaline and
zinc air. For alkaline, our efforts both support and adapt the technology
provided under our alkaline battery technology agreement with Matsushita. For
zinc air, a dedicated team of scientists and engineers develop independent
technology with the objective of continuing our technology leadership position
for this battery chemistry.
In March 1999 we upgraded our alkaline AA product and in July 1999 we
upgraded our AAA product. These upgrades have resulted in significant
performance improvements in these two battery types.
In April 1999 we introduced upgraded zinc air products in three battery
sizes. These upgraded products deliver improved service life versus previous
generation products and include innovations that are patent protected. Our
research and development group continues to maintain close alliances with the
developers of hearing aid devices and worked in conjunction with these
developers during 1999 on further product improvements that will be seen in the
marketplace in fiscal 2000.
Our research and development efforts in lighting products and lantern
batteries segment are focused on the development of new products. Several new
lighting products, which were developed in fiscal 1999, are scheduled to be
launched in the marketplace early in fiscal 2000.
Our resesarch and development group includes approximately 95 employees. The
expense for some of our research and development employees is funded by U.S.
government contracts. Our expenditures for research and development were
approximately $8.7 million for fiscal 1999, $8.3 million for fiscal 1998 and
$8.2 million for fiscal 1997.
INFORMATION SYSTEMS
Our information technology strategy commits our Information Services (IS)
group to being an internal business partner providing value-added services
through cost effective application of technology to support our corporate
initiatives.
We align the IS activities with the business teams and the business
strategic plan to leverage the cost of information technology ownership by
reducing the expense ratio as a percent of gross sales. Process team leaders
work directly within the business processes to identify business requirements
and promote teamwork through the establishment of value-added business resources
that focus on process improvements.
SAP is our core business information system for North America. We use the
Microsoft Office suite of office automation products on all desktop computers.
Our Y2K compliance initiatives have been substantially completed and we continue
to monitor and test all changes to our computing environment to minimize any
risks arising from year 2000 issues.
An effort is underway in Latin America to enhance the infrastructure
necessary to install a common Enterprise Resource Planning (ERP) systems
environment throughout all locations. This ERP environment will be interfaced
with SAP for worldwide consolidation of financial information. Year 2000 testing
and remediation on existing Latin American and European systems has been
substantially completed. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000."
PATENTS, TRADEMARKS AND LICENSES
Our success and ability to compete depends in part upon our technology. We
rely upon a combination of patent, trademark and trade secret laws, together
with licenses, confidentiality agreements and other contractual covenants, to
establish and protect our technology and other intellectual property rights.
We own or license from third parties a considerable number of patents and
patent applications throughout the world, primarily for battery product
improvements, additional features and manufacturing
10
equipment. In March 1998, we announced the extension of our existing alkaline
battery technology agreement with Matsushita. Under this agreement, we license
Matsushita's highly advanced designs, technology and manufacturing equipment,
including all developments and innovations to them, through March 2002. After
that time, we are entitled to license the technology as it exists at that date
through March 2022.
We also use a number of trademarks in our business, including
Rayovac-Registered Trademark-, MAXIMUM-TM-, Renewal-Registered Trademark-,
Loud'n Clear-Registered Trademark-, Power Station-Registered Trademark-,
ProLine-Registered Trademark-, Lifex-TM-, Smart Pack-Registered Trademark-, Best
Labs-Registered Trademark-, Ultracell-Registered Trademark-,
XCell-Registered Trademark-, AIRPOWER-Registered Trademark-, Smart-TM- Strip,
Workhorse-Registered Trademark- and Roughneck-Registered Trademark-. We rely on
both registered and common law trademarks in the United States to protect our
trademark rights. The Rayovac-Registered Trademark- mark also is registered in
countries outside the United States, including in Europe and the Far East. We do
not have any right to the trademark "Rayovac" in Brazil, where the mark is owned
by an independent third-party battery manufacturer. In addition, through our
recent acquisition in Latin America, we have re-acquired exclusive rights in
many countries outside the United States, including Latin America, other than
Brazil, for the use of the "Rayovac" trademark, in connection with zinc carbon
and alkaline batteries and certain lighting devices.
We also have obtained a non-exclusive license to use certain technology
underlying our rechargeable battery line to manufacture rechargeable batteries
in the United States, Puerto Rico and Mexico and to sell and distribute
batteries worldwide based on this licensed technology. This license terminates
with the expiration of the last-expiring patent covering the licensed technology
in 2015.
COMPETITION
We believe that the markets for our products are highly competitive.
Duracell and Eveready are our primary battery industry competitors in the U.S.
Both Duracell and Eveready have substantially greater financial and other
resources. They also have greater overall market share than us. Because of their
greater market size, they have advantages in distribution and in negotiating
leverage with retailers. Private label offerings by major retailers, by which
the retailers purchase batteries from existing manufacturers and sell under
their own brands at non-premium prices, may also be a source of competition. As
currently reported by A.C. Nielsen, less than 1% of general batteries sold in
mass merchants and approximately 11% of general batteries sold in all channels
of trade in the U.S. are private label batteries.
In May 1998, Duracell introduced a new line of alkaline batteries under the
name Duracell Ultra in the AA and AAA size categories. This line was expanded in
1999 to include D, C, and 9-volt sizes. Duracell markets this line as providing
increased performance in certain high-drain battery-powered devices, including
cellular phones, digital cameras and palm-sized computers. With this product
Duracell has attempted to segment the alkaline battery market by positioning
this brand as a premium product priced at a significant premium to their
competitors as well as the Duracell regular battery brand.
In May 1998, Eveready announced the introduction of Energizer Advanced
Formula alkaline batteries, available in all cell sizes. Energizer claims that
these products will provide superior performance in high-drain battery-powered
devices and improved performance in all other battery-powered device categories.
Energizer positioned this new product at approximately the same price as its
existing products. The Energizer Advanced Formula alkaline batteries were first
available in the summer of 1998.
Internationally, the general battery market has more competitors and is as
highly competitive as the U.S. market. Competition is centered around pricing,
product performance, promotion and distribution strategies.
Despite this competitive market, our unit and dollar general battery market
share in the U.S. has increased over last year both in the mass merchant and
total market as reported by A.C. Nielsen. We also continue to upgrade and invest
in our alkaline technology to remain competitive. We expect to continue to
invest in new upgrades for our alkaline product line over the next several years
to improve product performance and expand manufacturing capacity.
11
ENVIRONMENTAL COMPLIANCE
Due to the nature of the operations we conduct, our facilities are subject
to a broad range of federal, state, local and foreign legal and regulatory
provisions relating to the environment, including those regulating the discharge
of materials into the environment, the handling and disposal of solid and
hazardous substances and wastes and the remediation of contamination associated
with releases of hazardous substances at our facilities and off-site disposal
locations. Except as set forth herein under Item 3, "Legal Proceedings," we
believe that compliance with the federal, state, local and foreign regulations
to which we are subject will not have a material effect upon our capital
expenditures, earnings and competitive position. See Item 3 hereof for certain
additional information regarding environmental matters involving us included in
the description of legal proceedings.
EMPLOYEES
As of September 30, 1999, we had approximately 3,400 full-time employees. A
significant number of our factory employees are represented by eight labor
unions. We believe our relationship with our employees is good. There have been
no work stoppages involving Rayovac employees since 1991. See Note 2(e) to our
consolidated financial statements.
SEASONALITY
Sales of our products are seasonal, with the highest sales occurring in the
fiscal quarter ending on or about December 31, during the holiday season. During
the past three completed fiscal years, our sales for the quarter ending on or
about December 31 have represented an average of 31% of our annual net sales.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Seasonality."
FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS
Financial information pertaining to our business segments is set forth in
Note 12 of Notes to Consolidated Financial Statements filed herewith and
incorporated by reference into Item 8 hereof.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
Financial information pertaining to our foreign and domestic operations is
set forth in Note 12 of Notes to Consolidated Financial Statements filed
herewith and incorporated by reference into Item 8 hereof.
FORWARD LOOKING STATEMENTS
Certain of the information contained in this Annual Report on Form 10-K,
including without limitation statements made under this Part I, Item 1,
"Business" and Part II, Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Item 7A, "Quantitative and
Qualitative Disclosures about Market Risk" which are not historical facts, may
include "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In reviewing
such information, you should note that our actual results may differ materially
from those set forth in such forward-looking statements.
Important factors that could cause our actual results to differ materially
from those included in the forward-looking statements made herein include,
without limitation, (1) significant changes in consumer demand for household or
hearing aid batteries in North America or Europe; (2) the loss of, or a
significant reduction in, sales through a significant retail customer; (3) the
introduction of new product features or new battery technology by a competitor;
(4) the enactment of unexpected environmental regulations negatively impacting
consumer demand for certain of our battery products; (5) difficulties or delays
in the
12
integration of operations of acquired companies; (6) Year 2000 problems of the
Company or of our customers or suppliers which may make it difficult or
impossible to fulfill their commitments to us; and (7) currency fluctuations in
significant international markets.
Additional factors and assumptions that could generally cause our actual
results to differ materially from those included in the forward-looking
statements made herein include, without limitation, (1) our ability to develop
and introduce new products, (2) the effects of general economic conditions in
the United States or abroad, (3) the sufficiency of our production capacity to
meet future demand for our products, (4) our ability to keep pace with the
technological standards in our industry and (5) our ability to continue to
penetrate and develop new distribution channels for our products. Other factors
and assumptions not identified above were also involved in the derivation of the
forward-looking statements contained in this Annual Report on Form 10-K and the
failure of such other assumptions to be realized, as well as other factors, may
also cause actual results to differ materially from those projected. We assume
no obligation to update these forward-looking statements to reflect actual
results or changes in factors or assumptions affecting such forward-looking
statements.
ITEM 2. PROPERTIES
The following table sets forth information regarding our manufacturing sites
in the United States, Latin America and the United Kingdom:
LOCATION PRODUCT MANUFACTURED OWNED/LEASED SQUARE FEET
- -------- -------------------------------------------------- ------------ -----------
NORTH AMERICA:
Fennimore, WI......... Alkaline batteries and Renewal rechargeable
batteries Owned 176,000
Portage, WI........... Zinc air and silver button cells; lithium coin
cells and alkaline computer batteries Owned 101,000
Wonewoc, WI........... Battery-powered lighting products and lantern
batteries Leased 90,000
LATIN AMERICA:
Mexico City, Mexico... Zinc carbon batteries Owned 103,000
Tegucigalpa,
Honduras............ Zinc carbon batteries Owned 35,000
Guatemala City,
Guatemala........... Zinc carbon batteries Owned 105,000
Santo Domingo,
Dominican Republic.. Zinc carbon batteries Owned 57,000
Valencia, Venezuela
(1)................. Zinc carbon batteries Owned 94,000
EUROPE/ROW:
Washington, UK........ Zinc air button cells Leased 63,000
- ------------------------
(1) Manufacturing operations at this facility are being transferred to our
Mexico facility as of November 1999.
We also lease approximately 250,000 square feet of space in Madison,
Wisconsin for our corporate headquarters and technology center.
From fiscal 1993 through fiscal 1999 we have invested in improvements to our
major battery facilities. During this period, we invested over $40 million for
new technology, modernization and capacity expansion at our Fennimore, Wisconsin
plant. In addition, in late 1999 we installed a new AA high speed manufacturing
line in our Fennimore, Wisconsin, manufacturing plant. We expect this line to
increase our production capacity for AA batteries by up to 50%. Additional
investments in zinc air battery production have helped us to increase output and
precision of assembly as well as to increase the capacity of critical component
manufacturing. Our investments in lithium coin cell production have been used to
build
13
capacity for newly developed sizes of lithium coin cells and to increase
capacity of the largest volume sizes of such cells. As part of our 1998
restructuring plans, our Madison, Wisconsin plant has phased out the manufacture
of heavy duty batteries, which are now sourced instead from other suppliers.
During fiscal 1999, we closed our Appleton, Wisconsin plant and moved the
operations to Portage. The Appleton, Wisconsin, plant facility is currently held
for sale. In November 1999 we discontinued the manufacturing operations at our
Valencia, Venezuela facility and transferred the production to our Mexico
facility.
The following table sets forth information regarding Rayovac's packaging and
distribution sites by segment:
LOCATION OWNED/LEASED SQUARE FEET
- -------- ------------ -----------
NORTH AMERICA:
Madison, WI.......................................... Owned 158,000
Middleton, WI........................................ Leased 220,000
Lavergne, TN......................................... Leased 65,000
Hayward, CA.......................................... Leased 38,000
Mississauga, Ontario, Canada......................... Leased 32,000
LATIN AMERICA:
Chiquimula, Guatemala................................ Leased 6,000
Guatemala City, Guatemala............................ Leased 30,000
Quetzaltenango, Guatemala............................ Leased 5,000
San Jose, Costa Rica................................. Leased 11,000
San Miguel, El Salvador.............................. Leased 10,000
San Pedro Sula, Honduras............................. Leased 13,000
Santa Tecia, El Salvador............................. Leased 15,000
Tegucigalpa, Honduras................................ Leased 14,000
EUROPE/ROW:
Billinghausen, Germany............................... Owned 5,000
We believe that our facilities, in general, are adequate for our present and
currently foreseeable needs.
ITEM 3. LEGAL PROCEEDINGS
Our facilities are subject to a broad range of federal, state, local and
foreign laws and regulations relating to the environment, including those
governing discharges to the air and water and land, the handling and disposal of
solid and hazardous substances and wastes, and the remediation of contamination
associated with releases of hazardous substances at our facilities and at
off-site disposal locations. Rayovac has a proactive environmental management
program that includes the use of periodic comprehensive environmental audits to
detect and correct practices that may violate environmental laws or are
inconsistent with best management practices. Based on information currently
available to Rayovac's management, we believe that we are substantially in
compliance with applicable environmental regulations at our facilities. There
are no pending proceedings against Rayovac alleging that we are or have been in
violation of environmental laws, and we are not aware of any such proceedings
contemplated by governmental authorities. We are, however, subject to certain
proceedings under the Comprehensive Environmental Response, Compensation, and
Liability Act ("CERCLA") or analogous state laws, as described below.
Rayovac has from time to time been required to address the effect of
historic activities on the environmental condition of its properties, including
without limitation, the effect of releases from underground storage tanks.
Several of our facilities have been in operation for decades and are constructed
on fill that includes, among other materials, used batteries containing various
heavy metals. We have accepted a deed restriction on one such property in lieu
of conducting remedial activities, and may
14
consider similar actions at other properties if appropriate. Although we are
currently engaged in investigative or remedial projects at a few of our
facilities, we do not expect that such projects will cause us to incur material
expenditures.
Our former manganese processing facility in Covington, Tennessee was
accepted by the Tennessee Department of Environment and Conservation ("TDEC")
into TDEC's Voluntary Cleanup, Oversight and Assistance Program in February
1999. Groundwater monitoring conducted pursuant to the post-closure maintenance
of solid waste at the facility, and recent groundwater testing beneath former
process areas of the facility, indicated elevated levels of certain inorganic
contaminants, particularly (but not exclusively) manganese, in the groundwater
underneath the facility. We have completed closure of the aforementioned lagoons
and have completed the remediation of a stream that borders the facility.
Under Tennessee's voluntary cleanup program, we negotiated a Consent Order
and Agreement with the TDEC, dated February 12, 1999, covering investigation,
and if necessary, remediation of the facility. Upon successful completion of the
requirements of the Consent Order and Agreement, we expect that no further
action will be required at the facility. While remediation costs are uncertain
at this time, we do not expect the matter to have a material adverse financial
impact on us.
Regarding off-site liabilities, Rayovac is also subject to several
proceedings related to our disposal of industrial and hazardous waste at
off-site disposal locations, under CERCLA or analogous state laws that hold
persons who "arranged for" the disposal or treatment of such substances strictly
liable for the costs incurred in responding to the release or threatened release
of hazardous substances from such sites. Current and former owners and operators
of such sites, and transporters of waste who participated in the selection of
such sites, are also strictly liable for such costs. Liability under CERCLA is
"joint and several," so that a responsible party under CERCLA theoretically may
be held liable for all of the costs incurred at a particular site. However, as a
practical matter, liability at such sites generally is allocated among all of
the viable responsible parties. Some of the most significant factors for
allocating liabilities to persons that disposed of wastes at Superfund sites are
the relative volume of waste such persons sent to the site and the toxicity of
such waste. We do not believe that any of our pending proceedings under CERCLA
or analogous state laws will have a material impact on our operations, financial
condition or liquidity, and we are not aware of any such matters contemplated by
governmental agencies that will have such an impact.
We recently settled two lawsuits in which we were a named defendant in
connection with a Superfund site located in Bergen County, New Jersey (Velsicol
Chemical Corporation, et al. v. A. E. Staley Manufacturing Company, et al., and
Morton International, Inc. v. A. E. Staley Manufacturing Company, et al., United
States District Court for the District of New Jersey, filed July 29, 1996). A
settlement agreement was executed and the payment required therein has been made
to the plaintiffs, and we have been dismissed from the litigation. Our
settlement payment was not a material expenditure. The settlement agreement
contains two "reopener" provisions which provide for the reopening of the
litigation in certain circumstances. We are not aware of any facts which would
suggest that the litigation would likely be reopened.
As of September 30, 1999, we have reserved $2.7 million for known on-site
and off-site environmental liabilities. We believe these reserves are adequate,
although there can be no assurance that this amount will ultimately be adequate
to cover such environmental liabilities. We may also be named as a potentially
responsible party ("PRP") at additional sites in the future, and the costs
associated with such additional or existing sites may be material. In addition,
certain of our facilities have been in operation for decades and, over such
time, we and other prior operators of such facilities have generated and
disposed of wastes which are or may be considered hazardous such as cadmium and
mercury utilized in the battery manufacturing process.
In addition to environmental legal proceedings, we are also engaged in
litigation, both as a plaintiff and as a defendant, in patent infringement cases
with The Gillette Company. In Rayovac Corporation v. Duracell Incorporated and
The Gillette Company (Case No. 99-C-0272C 0 United States District Court
15
for the Western District of Wisconsin), we brought an action against Duracell
Incorporated and the Gillette Company (collectively, "Gillette") alleging that
Gillette's Duracell battery business has made, used and/or sold zinc air hearing
aid batteries that infringe United States Patent Nos. 5,582,930 and 5,804,327,
which are patents owned by Rayovac. The complaint was filed on April 26, 1999,
and seeks an injunction prohibiting further sales by Gillette of infringing
products, damages as a result of Gillette's infringement, and attorneys' fees
and costs. Gillette filed an answer on May 28, 1999 denying all material
allegations of the complaint. This matter is in a preliminary stage and a trial
date has been scheduled for April 3, 2000. We intend to vigorously prosecute our
infringement claims against Gillette in this action.
In The Gillette Company v. Rayovac Corporation, (Case
No. 99-CV-11555-PBS--United States District Court for the District of
Massachusetts), Gillette filed a complaint against us alleging infringement by
Rayovac of United States Patent No. 4,585,710, a zinc air, hearing aid patent
owned by Gillette. The complaint seeks an injunction prohibiting further sales
by Rayovac of allegedly infringing products, damages as a result of the alleged
infringement, and attorneys' fees and costs. Gillette served us with the
complaint on November 15, 1999. While we have not yet filed our answer, we
intend to deny all material allegations and vigorously defend ourself against
all claims in this action.
Finally, we have filed suit against one of our insurance carriers seeking
insurance coverage for environmental claims asserted against us in the Superfund
site in Bergen County, New Jersey (as mentioned above) and the City Disposal
Site in Stoughton, Wisconsin. We settled the City Disposal claim, prior to
fiscal 1999, for an amount not considered material. The insurance recovery case,
Rayovac Corporation v. Employers Insurance of Wausau, No. 99 CV 2339, is pending
in Dane County Circuit Court in Madison, Wisconsin. The defendant's answer to
the complaint is due by January 5, 2000. While we believe that we have
meritorious claims for coverage of certain of the environmental claims against
us, there can be no assurance that our claim will be successful.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on July 22, 1999.
The directors standing for election were elected in an uncontested election.
The directors elected were David A. Jones, Scott A. Schoen, John S. Lupo, and
Joseph W. Deering. The votes for each director standing for election
were: For: 25,699,801; withheld: 43,800. The terms of the following directors
continued after the meeting: Roger F. Warren, Thomas R. Shepherd, Kent J.
Hussey, and Warren C. Smith, Jr.
In addition to the election of directors, the Company submitted the
ratification of the appointment of KPMG LLP as our independent auditors to a
vote of the shareholders. The vote in favor of ratification
was: For: 25,733,300; Against: 5,241; Withheld; 5,060.
Pursuant to a consent solicitation statement, dated July 21, 1999, we
obtained the consent of the holders of over 99% of the aggregate principal
amount outstanding of our 10 1/4% Series B Senior Subordinated Notes due 2006
(the "Notes") to certain amendments to the indenture governing the Notes to
facilitate our future growth, including our acquisition of ROV Limited. We
elected to make these amendments effective August 9, 1999. The amendments are
set forth in the Second Supplemental Indenture, dated as of August 6, 1999, by
and among the Company, ROV Holding, Inc., Rovcal, Inc., Vidor Battery Company
and HSBC Bank USA (the "Second Supplemental Indenture"). Under the Second
Supplemental Indenture, Vidor Battery Company, a Wisconsin corporation, and
Rovcal, Inc., a California corporation, each a subsidiary of the Company,
guaranteed the Notes. On September 2, 1999, Vidor Battery Company was dissolved
and the assets were transferred to the Company. ROV Holding, Inc. also has
guaranteed the Notes.
16
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Our common stock, $.01 par value per share (the "Common Stock"), is traded
on the New York Stock Exchange (the "NYSE") under the symbol "ROV." The Common
Stock commenced public trading on November 21, 1997. As of December 17, 1999,
there were approximately 281 holders of record of Common Stock based upon data
provided by the transfer agent for the Common Stock. The following table sets
forth the reported high and low prices per share of the Common Stock as reported
on the New York Stock Exchange Composite Transaction Tape for the fiscal periods
indicated:
FISCAL 1999 HIGH LOW
- ----------- ----------- ------------
Quarter ended January 3, 1999............................... $28 $15 1/2
Quarter ended April 4, 1999................................. $28 5/8 $22 1/8
Quarter ended July 4, 1999.................................. $31 5/16 $20 5/16
Quarter ended September 30, 1999............................ $24 1/8 $18 13/16
FISCAL 1998
- -----------
Quarter ended December 27, 1997 (from November 21, 1997).... $17 3/4 $15 1/2
Quarter ended March 28, 1998................................ $24 1/2 $16 3/4
Quarter ended June 27, 1998................................. $24 1/2 $20
Quarter ended September 30, 1998............................ $22 3/4 $13 1/4
We have not declared or paid and do not anticipate paying cash dividends in
the foreseeable future, but intend to retain any future earnings for
reinvestment in our business. In addition, the Amended Credit Agreement and the
Notes (each as defined herein) restrict our ability to pay dividends to our
shareholders. Any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon our financial
condition, results of operations, capital requirements, contractual restrictions
and such other factors as the Board of Directors deems relevant.
17
ITEM 6. SELECTED FINANCIAL DATA
The following selected historical financial data as of and for the three
fiscal years ended September 30, 1997, 1998 and 1999 is derived from our audited
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K. The selected historical financial data as of and for the twelve
months ended September 30, 1996, not included herein, is derived from the
unaudited condensed consolidated financial statements of the Company and, in the
opinion of management, includes all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of financial position and results of
operations as of the date and for the period indicated. The selected historical
financial data as of and for the Transition Period and the two fiscal years
ended June 30, 1995 and June 30, 1996 is derived from our audited consolidated
financial statements which are not included herein. The following selected
financial data should be read in conjunction with our consolidated financial
statements and the information contained in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
herein.
TRANSITION TWELVE
FISCAL YEAR PERIOD MONTHS FISCAL YEAR ENDED
ENDED JUNE 30, ENDED ENDED SEPTEMBER 30,
------------------- SEPTEMBER 30, SEPTEMBER 30, ------------------------------
1995 1996 1996 1996 1997 1998 1999
-------- -------- ------------- ------------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Net sales............................... $415.2 $423.4 $101.9 $417.9 $432.6 $495.7 $ 564.3
Cost of goods sold...................... 237.6 239.9 59.4 238.4 235.0 258.3 295.2
------ ------ ------ ------ ------ ------ -------
Gross profit............................ 177.6 183.5 42.5 179.5 197.6 237.4 269.1
Selling expense......................... 108.7 116.5 27.8 114.4 122.1 148.9 160.2
General and administrative expense...... 30.5 29.3 8.0 30.5 29.8 33.5 38.5
Research and development expense........ 6.9 7.4 2.0 7.6 8.2 8.3 8.7
Recapitalization and other special
charges(1)(2)(3)(4)................... -- -- 28.4 28.4 3.0 6.2 8.1
------ ------ ------ ------ ------ ------ -------
Income (loss) from operations(5)........ 31.5 30.3 (23.7) (1.4) 34.5 40.5 53.6
Interest expense........................ 8.6 8.4 4.4 10.5 24.5 15.7 16.3
Other expense (income), net............. 0.3 0.6 0.1 0.5 0.4 (0.2) (0.3)
------ ------ ------ ------ ------ ------ -------
Income (loss) before income taxes and
extraordinary item.................... 22.6 21.3 (28.2) (12.4) 9.6 25.0 37.6
Income tax expense (benefit)............ 6.2 7.0 (8.9) (3.8) 3.4 8.6 13.5
------ ------ ------ ------ ------ ------ -------
Income (loss) before extraordinary
item.................................. 16.4 14.3 (19.3) (8.6) 6.2 16.4 24.1
Extraordinary item(6)................... -- -- (1.6) (1.6) -- (2.0) --
------ ------ ------ ------ ------ ------ -------
Net income (loss)....................... $ 16.4 $ 14.3 $(20.9) $(10.2) $ 6.2 $ 14.4 $ 24.1
====== ====== ====== ====== ====== ====== =======
Basic net income (loss) per common share
before extraordinary item............. $ 0.33 $ 0.29 $(0.44) $(0.18) $ 0.30 $ 0.62 $ 0.88
====== ====== ====== ====== ====== ====== =======
Diluted net income (loss) per common
share before extraordinary item....... $ 0.33 $ 0.29 $(0.44) $(0.18) $ 0.30 $ 0.58 $ 0.83
====== ====== ====== ====== ====== ====== =======
Basic net income (loss) per common
share................................. $ 0.33 $ 0.29 $(0.48) $(0.21) $ 0.30 $ 0.54 $ 0.88
====== ====== ====== ====== ====== ====== =======
Diluted net income (loss) per common
share................................. $ 0.33 $ 0.29 $(0.48) $(0.21) $ 0.30 $ 0.51 $ 0.83
====== ====== ====== ====== ====== ====== =======
Weighted average common shares.......... 50.0 49.6 43.8 48.1 20.5 26.5 27.5
Weighted average common and common
equivalent shares..................... 50.0 49.6 43.8 48.1 20.6 28.1 29.2
OTHER FINANCIAL DATA:
Depreciation............................ $ 11.0 $ 11.9 $ 3.3 $ 12.1 $ 11.3 $ 10.9 $ 11.9
Capital expenditures.................... 16.9 6.6 1.2 8.4 10.9 15.9 24.1
Cash flows from operating activities.... 35.5 17.8 (1.1) 26.0 35.7 (1.5) 10.5
Cash flows from investing activities.... (16.8) (6.3) 0.0 (7.3) (10.8) (23.4) (169.2)
Cash flows from financing activities.... (18.3) (12.0) 3.2 (16.8) (28.0) 25.4 168.0
EBITDA(7)............................... 41.3 42.2 ( 20.4) 10.7 45.8 52.9 67.1
18
TRANSITION TWELVE
FISCAL YEAR PERIOD MONTHS FISCAL YEAR ENDED
ENDED JUNE 30, ENDED ENDED SEPTEMBER 30,
------------------- SEPTEMBER 30, SEPTEMBER 30, ------------------------------
1995 1996 1996 1996 1997 1998 1999
-------- -------- ------------- ------------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
BALANCE SHEET DATA:
Working capital.......................... $ 55.9 $ 63.2 $ 64.6 $ 64.6 $ 33.8 $ 81.6 $104.4
Total assets............................. 220.6 221.1 243.7 243.7 236.3 283.9 532.9
Total debt............................... 88.3 81.3 233.7 233.7 207.3 152.3 330.3
Shareholders' equity (deficit)........... 53.6 61.6 (85.7) (85.7) (80.6) 21.9 46.5
- ------------------------------
(1) During the Transition Period, the Company recorded charges of $12.3 million
directly related to the 1996 recapitalization and other special charges of
$16.1 million. The $12.3 million included $5.0 million of fees and
$7.3 million of stock option compensation, severance payments and employment
contract settlements. Special charges of $16.1 million included
(i) $2.7 million related exiting certain manufacturing operations,
(ii) $1.7 million of charges to increase net deferred compensation plan
obligations to reflect curtailment of such plans, (iii) $1.5 million of
charges reflecting the present value of lease payments for land which had no
future productive purpose, (iv) $6.9 million in costs and assets write-downs
primarily related to changes in product pricing strategies and
(v) $3.3 million of employee termination benefits and other charges.
(2) In the fiscal year ended September 30, 1997, the Company recorded other
special charges of $5.9 million offset by a special credit of $2.9 million
which was related to the curtailment of the Company's defined benefit
pension plan covering all domestic non-union employees. The special charges
related to organizational restructuring in the United States, the
discontinuation of certain manufacturing operations at the Company's Newton
Aycliffe, United Kingdom facility and the discontinuation of operations at
the Company's facility in Kinston, North Carolina.
(3) In the fiscal year ended September 30, 1998, the Company recorded net
special charges of $6.2 million including (i) $2.0 million associated with
consolidating domestic battery packaging operations and outsourcing the
manufacture of heavy duty batteries, (ii) $2.2 million associated with
closing the Company's Appleton, Wisconsin manufacturing plant and
consolidating it into its Portage, Wisconsin manufacturing plant, (iii) $5.3
million associated with closing the Company's Newton Aycliffe, United
Kingdom facility, phasing out direct distribution in the United Kingdom and
closing one of the Company's German sales offices, (iv) a $2.4 million gain
on the sale of the Company's previously closed Kinston, North Carolina
facility, (v) income of $1.2 million in connection with the settlement of
deferred compensation agreements with certain former employees, (vi) $0.8
million associated with the secondary offering of Common Stock (the
"Secondary Offering") which was completed in June 1998, and (vii)
miscellaneous credits of $0.4 million.
(4) In the fiscal year ended September 30, 1999, the Company recorded special
charges of $8.1 million including (i) $2.5 million of employee termination
benefits related to organizational restructuring, (ii) $2.1 million of
charges associated with the termination of non-performing foreign
distributors and exiting the respective territory, (iii) $1.9 million of
costs related to the previously announced closing of the Appleton, Wisconsin
facility, (iv) $0.8 million related to the closing of the Newton Aycliffe,
United Kingdom facility, and (v) $0.8 million of one-time expenses
associated with the Latin American acquisition.
(5) Income (loss) from operations includes expenses related to the 1996
recapitalization and other special charges in the Transition Period ended
September 30, 1996 and the fiscal years ended September 30, 1997, 1998 and
1999. The special charge portion of cost of goods sold in fiscal 1999
relates to the planned discontinuation of silver cell manufacturing at the
Company's Portage, Wisconsin facility. Income from operations before these
non-recurring charges was as follows:
FISCAL YEAR TRANSITION TWELVE
ENDED PERIOD MONTHS FISCAL YEAR ENDED
JUNE 30, ENDED ENDED SEPTEMBER 30,
------------------- SEPTEMBER 30, SEPTEMBER 30, ------------------------------
1995 1996 1996 1996 1997 1998 1999
-------- -------- ------------- ------------- -------- -------- --------
(IN MILLIONS)
Income (loss) from operations........ $31.5 $30.3 $ (23.7) $ (1.4) $ 34.5 $40.5 $53.6
Other special charge portion of cost
of goods sold...................... -- -- -- -- -- -- 1.3
Recapitalization and other special
charges............................ -- -- 28.4 28.4 3.0 6.2 8.1
----- ----- ------- ------- ------- ----- -----
Income from operations before non-
recurring charges.................. $31.5 $30.3 $ 4.7 $ 27.0 $ 37.5 $46.7 $63.0
===== ===== ======= ======= ======= ===== =====
(6) The 1996 recapitalization of the Company included repayment of certain
outstanding indebtedness, including prepayment fees and penalties. Such
prepayment fees and penalties of $2.4 million, net of income tax benefit of
$0.8 million, have been recorded as an extraordinary item in the
Consolidated Statement of Operations for the Transition Period ended
September 30, 1996. In the fiscal year ended September 30, 1998, the Company
recorded extraordinary expense of $2.0 million net of income taxes for the
premium on the repurchase or redemption of the senior term notes in
connection with the Company's initial public offering ("IPO") completed in
November 1997.
19
(7) EBITDA represents income from operations plus depreciation and amortization
(excluding amortization of debt issuance costs) and reflects an adjustment
of income from operations to eliminate the establishment and subsequent
reversal of two reserves ($0.7 million established in fiscal 1993 and
reversed in fiscal 1995, and $0.5 million established in fiscal 1992 and
reversed in fiscal 1995). The Company believes that EBITDA and related
measures are commonly used by certain investors and analysts to analyze and
compare, and provide useful information regarding, the Company's ability to
service its indebtedness. However, the following factors should be
considered in evaluating such measures: EBITDA and related measures (i)
should not be considered in isolation, (ii) are not measures of performance
calculated in accordance with generally accepted accounting principles
("GAAP"), (iii) should not be construed as alternatives or substitutes for
income from operations, net income or cash flows from operating activities
in analyzing the Company's operating performance, financial position or cash
flows (in each case, as determined in accordance with GAAP) and (iv) should
not be used as indicators of the Company's operating performance or measures
of its liquidity. Additionally, because all companies do not calculate
EBITDA and related measures in a uniform fashion, the calculations presented
herein may not be comparable to other similarly titled measures of other
companies.
EBITDA includes expenses related to the 1996 recapitalization and other
special charges in the Transition Period ended September 30, 1996 and the
fiscal years ended September 30, 1997, 1998 and 1999. EBITDA before these
non-recurring charges was as follows:
FISCAL YEAR TRANSITION TWELVE
ENDED PERIOD MONTHS FISCAL YEAR ENDED
JUNE 30, ENDED ENDED SEPTEMBER 30,
------------------- SEPTEMBER 30, SEPTEMBER 30, ------------------------------
1995 1996 1996 1996 1997 1998 1999
-------- -------- -------------- -------------- -------- -------- --------
(IN MILLIONS)
EBITDA................................ $41.3 $42.2 $(20.4) $10.7 $45.8 $52.9 $67.1
Other special charges portion of cost
of goods sold....................... -- -- -- -- -- -- 1.3
Recapitalization and other special
charges............................. -- -- 28.4 28.4 3.0 6.2 8.1
----- ----- ------ ----- ----- ----- -----
EBITDA before non-recurring charges... $41.3 $42.2 $ 8.0 $39.1 $48.8 $59.1 $76.5
===== ===== ====== ===== ===== ===== =====
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following discussion in conjunction with the "Selected
Financial Data" and our consolidated financial statements and the related notes
thereto in the "Financial Statements" section of this report.
INTRODUCTION
Our operating performance depends upon a number of factors. The most
important of these factors are:
- general retailing trends, especially in the mass merchandiser segment of
the retail market
- our overall product mix among various specialty and general household
batteries and battery-powered lighting devices, which sell at different
price points and profit margins
- our overall competitive position, which is affected by both our and our
competitors' introduction of new products and promotions and our relative
pricing and battery performance
- changes in operating expenses
We manage our business according to the following geographic areas:
(1) North America, which includes the United States and Canada (2) Latin
America, which includes Mexico, Central America, South America and the Carribean
and (3) Europe/Rest of World ("Europe/ROW"), which includes the United Kingdom,
Europe, and all other countries in which we do business.
Set forth below are specific developments that have affected and may
continue to affect our performance.
20
INVESTMENT IN FUTURE GROWTH OPPORTUNITIES. Since our 1996 recapitalization,
we have undertaken significant measures to pursue growth opportunities and
increase market share for our products worldwide. These measures include
(1) acquiring the consumer battery operations of ROV Limited in Latin America
and the Rayovac brand rights for battery products worldwide, with the exception
of Brazil, (2) developing new markets for our hearing aid battery products
through the acquisitions of Brisco and the battery distribution business of Best
Labs in 1998, (3) broadening our offering of specialty products through the
acquisition of Direct Power Plus in 1998 and (4) expanding distribution by
gaining new customers and increasing products sold to existing customers.
RESTRUCTURING OPERATIONS AND OTHER COST RATIONALIZATION INITIATIVES. In
September 1999, we announced a series of operational initiatives to take
advantage of global marketing opportunities afforded by our Latin America
acquisition. These initiatives included (1) the restructuring of the
organization to streamline and better serve global markets and improve our
overall operating efficiencies, (2) the restructuring of manufacturing
operations to position us for future growth and (3) the termination of certain
non-performing foreign distributors. We estimate that these initiatives will
generate annual cost savings of approximately $3.4 million beginning in fiscal
2001.
We also completed measures in fiscal 1999, that were initiated in fiscal
1998, which were designed to maximize production and capacity efficiencies,
reduce fixed costs and improve customer service. We consolidated our domestic
battery packaging operations and outsourced the domestic manufacture of heavy
duty batteries. We also consolidated our domestic button cell manufacturing and
closed certain existing manufacturing, packaging and distribution facilities.
EXPANSION OF PRODUCTION CAPACITY. In fiscal 1999 we installed a new high
speed manufacturing line to increase our capacity for alkaline AA size batteries
by up to 50% at a cost of approximately $11.0 million. We also completed a
39,000 square foot expansion of our Portage, Wisconsin facility and consolidated
our Appleton, Wisconsin manufacturing operations into it. We continue to compare
our global production requirements against our global manufacturing capacity to
improve the efficiency of our operations.
COMPETITIVE POSITION. In June 1999, Ralston Purina Company announced that
it was spinning off its battery company segment. According to the Form 10-12b
filed in October 1999, the new company (Energizer Holdings, Inc.) is expected to
start trading on the New York Stock Exchange in April 2000. We do not believe
this spin-off a) will create any more favorable market conditions for Energizer
than before the spin-off and b) will have a significant adverse impact on our
financial performance.
SEASONAL PRODUCT SALES
Our sales are seasonal. Our highest sales occur in the fiscal quarter ending
on or about December 31 during the holiday season. In the quarter ending
September 30, 1999, our sales included approximately $15.8 million of sales from
the consumer battery business we acquired from ROV Limited. Our lowest sales
occur in the fiscal quarter ending on or about March 30. During the past three
completed fiscal years, our sales in the quarter ended on or about December 31
have represented an average of 31% of annual net sales. As a result of this
seasonality, our working capital requirements and revolving credit borrowings
are typically higher in the third and fourth calendar quarters of each year. The
following table sets forth our net sales for each of the periods presented.
FISCAL YEAR
(IN MILLIONS)
------------------------------
FISCAL QUARTER ENDED 1997 1998 1999
- -------------------- -------- -------- --------
December.................................................... $141.9 $150.0 $160.5
March....................................................... 83.6 96.1 111.0
June........................................................ 95.5 111.1 120.4
September................................................... 111.5 138.6 172.4
21
RESULTS OF OPERATIONS
The following table sets forth the percentage relationship of certain items
in our statement of operations to net sales for the periods presented:
FISCAL YEAR ENDED
---------------------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1997 1998 1999
------------- ------------- -------------
Net Sales.............................................. 100.0% 100.0% 100.0%
Cost of goods sold..................................... 54.3 52.1 52.3
Gross profit........................................... 45.7 47.9 47.7
Selling expenses....................................... 28.2 30.0 28.4
General and administrative expense..................... 6.9 6.8 6.8
Research and development expenses...................... 1.9 1.7 1.5
Other special charges.................................. 0.7 1.3 1.5
Income from operations................................. 8.0% 8.2% 9.5%
FISCAL YEAR ENDED SEPTEMBER 30, 1999 COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 1998
HIGHLIGHTS OF CONSOLIDATED OPERATING RESULTS
NET SALES. Our net sales increased $68.6 million, or 13.8%, to
$564.3 million in fiscal 1999 from $495.7 million in the prior year. Significant
sales gains were recorded in alkaline, heavy duty and specialty batteries and
lighting products, while sales of hearing aid batteries reflected a more modest
increase year over year.
NET INCOME. Our net income for fiscal 1999 increased $9.7 million, or
67.7%, to $24.1 million from $14.4 million the previous year. This increase is
due primarily to the impact of increased sales and reduced operating expenses as
a percentage of net sales.
SEGMENT RESULTS. We evaluate segment profitability based on income from
operations before corporate expense which includes corporate purchasing expense,
general and administrative expense and research and development expense. All
depreciation and amoritization included in income from operations is related to
a segment. Total segment assets are set forth in Note 12 of Notes to
Consolidated Financial Statements filed herewith.
NORTH AMERICA
1998 1999
-------- --------
Revenue from external customers............................. $422.4 $478.3
Profitability............................................... 60.7 77.1
Profitability as a % of net sales........................... 14.4% 16.1%
Our revenue from external customers increased $55.9 million, or 13.2%, to
$478.3 million in fiscal 1999 from $422.4 million the previous year due
primarily to increased sales of alkaline batteries, specialty batteries, and
lighting products. Alkaline sales increases were driven by strong promotional
programs, new customers, and expanded distribution with existing customers. A
full years' impact of our Direct Power Plus acquisition contributed to the
increase in sales of specialty batteries. Our sales of lighting products
increased due primarily to a strong hurricane season and continued growth in our
economy flashlight products.
Our profitability increased $16.4 million, or 27.0%, to 77.1 million in
fiscal 1999 from $60.7 million in fiscal 1998. This increase was primarily
attributed to the sales increase and net sales growing faster than expenses.
22
LATIN AMERICA
1998 1999
--------- --------
Revenue from external customers............................. -- $19.3
Profitability............................................... -- 3.5
Profitability as a % of net sales........................... -- 18.1%
In August 1999, we acquired the consumer battery business of ROV Limited in
Latin America. ROV Limited was our customer before the acquisition. Total
revenue for the region for fiscal 1999 includes two months of sales of the Latin
American business and ten months of sales to ROV Limited as an external
customer. Prior year sales in the region are included in North America. The
amount was not material.
Our profitability was $3.5 million, which was 18.1% of net sales for fiscal
1999. Our operating expense in Latin America was lower, as a percent of sales,
than in North America. This difference is attributed primarily to spending less
in marketing and advertising as a result of selling less alkaline and more zinc
carbon batteries.
EUROPE/ROW
1998 1999
-------- --------
Revenue from external customers............................. $73.4 $66.7
Profitability............................................... 9.1 9.9
Profitability as a % of net sales........................... 12.4% 14.8%
Our revenue from external customers decreased $6.7 million, or 9.1%, to
$66.7 million in fiscal 1999 from $73.4 million the previous year, due primarily
to decreased sales of alkaline and heavy duty batteries. We have experienced
some lost distribution and discontinued some unprofitable private label
business.
Our profitability increased $0.8 million, or 8.8%, due primarily to improved
product mix and reduced operating expenses. Our restructuring program announced
in fiscal 1998 contributed to the reduced operating expenses in fiscal 1999.
CORPORATE EXPENSE. Our corporate expense increased $4.4 million, or 19.0%,
to $27.5 million in fiscal 1999 from $23.1 million the prior year. As a
percentage of total sales, our corporate expense was 4.9% compared to 4.7% in
the previous year. These increases were primarily due to increased travel
expense, professional fees related to the implementation of our new computer
systems, and increased research and development expense.
SPECIAL CHARGES. We recorded special charges of $8.1 million in fiscal 1999
in addition to the $1.3 million recorded in cost of sales. The $8.1 million
includes (1) $2.5 million associated with restructuring the organization to
streamline and better serve global markets and operating efficiencies,
(2) $2.1 million associated with the termination of non-performing foreign
distributors and exiting the respective territory, (3) $1.9 million of cost
associated with the previously announced closing of our Appleton, Wisconsin
plant and its consolidation into our Portage, Wisconsin facility,
(4) $0.8 million of cost associated with the closing of our Newton Aycliffe,
United Kingdom, facility, and (5) $0.8 million of one-time expenses associated
with the Latin American acquisition.
In fiscal 1998, we recorded net special charges of $6.2 million which
included $10.3 million related to (1) closing our Newton Aycliffe and Appleton
facilities, (2) phasing out direct distribution in the United Kingdom,
(3) consolidating domestic battery packaging and outsourcing the manufacture of
heavy duty batteries and (4) secondary offering expenses. These charges were
partially offset by a gain on the sale of our Kinston, North Carolina facility
and a credit related to the settlement of deferred compensation agreements with
certain former employees.
23
INCOME FROM OPERATIONS. Our income from operations increased
$13.1 million, or 32.3%, to $53.6 million in fiscal 1999 from $40.5 million the
previous year. This increase was primarily due to increased sales and gross
profit partially offset by increased expenses and special charges.
INTEREST EXPENSE. Interest expense increased $0.7 million, or 4.5%, to
$16.4 million in fiscal 1999 from $15.7 million in the prior year primarily due
to financing costs associated with the Latin American acquisition.
INCOME TAX EXPENSE. Our effective tax rate for fiscal 1999 was 35.8%
compared to 33.9% for fiscal 1998. The lower rate last year was impacted by a
lower state tax rate and a lower foreign tax rate as compared to our U.S.
Federal statutory rate.
EXTRAORDINARY ITEM. We recorded extraordinary expense of $2.0 million, net
of tax, in fiscal 1998 for the premium payment on the redemption of a portion of
our Series B Senior Subordinated Notes.
FISCAL YEAR ENDED SEPTEMBER 30, 1998 COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 1997
HIGHLIGHTS OF CONSOLIDATED OPERATING RESULTS
NET SALES. Our net sales increased $63.1 million, or 14.6%, to
$495.7 million in fiscal 1998 from $432.6 million in fiscal 1997. The increase
was driven by increased sales of alkaline, alkaline rechargeable, hearing aid
and specialty batteries and lighting products and was somewhat offset by the
continued decline in the heavy duty battery market. Acquisitions we made during
fiscal 1988 contributed $14.0 million to the improvement in sales.
NET INCOME. Net income for fiscal 1998 increased $8.2 million
($10.2 million before extraordinary item), or 132.3%, to $14.4 million from
$6.2 million in fiscal 1997. This increase reflects the impact of sales growth,
improved product mix of sales and improved margins.
NORTH AMERICA
1997 1998
-------- --------
Revenue from external customers............................. $363.0 $422.4
Profitability............................................... 50.2 60.7
Profitability as a % of net sales........................... 13.8% 14.4%
Our revenue from external customers increased $59.4 million, or 16.4%, to
$422.4 million in fiscal 1998 from $363.0 million the prior year. This increase
was attributed to increased sales of alkaline, alkaline rechargeable and
specialty batteries and lighting products. Our growth in alkaline and alkaline
rechargeable batteries was driven by strong promotional programs, new customers
and expanded distribution in existing customers. Our acquisition of Direct Power
Plus in fiscal 1998 accounted for approximately $9.8 million of the increase in
sales of specialty batteries. In addition, we launched new photo, keyless entry,
and medical battery products in fiscal 1998. Our increase in sales of lighting
products was due primarily to new product launches and the impact of the
hurricane season. These increases were somewhat offset by a decrease in heavy
duty battery sales due primarily to the continued declined in the market as
consumers move toward alkaline and away from heavy duty batteries.
Our profitability increased $10.5 million, or 20.9%, to $60.7 million in
fiscal 1998 from $50.2 million the previous year. As a percentage of sales our
profitability increased to 14.4% in fiscal 1998 from 13.8% in the prior year.
These increases were primarily due to our sales volume increase, improved
product mix, and the impact of our cost rationalization initiatives announced in
fiscal 1997 and 1998.
24
EUROPE/ROW
1997 1998
-------- --------
Revenue from external customers............................. $69.5 $73.4
Profitability............................................... 8.2 9.1
Profitability as a % of net sales........................... 11.8% 12.4%
Our revenue from external customers in fiscal 1998 increased $3.9 million,
or 5.6%, to $73.4 million from $69.5 million the previous year. Our Brisco
acquisition in fiscal 1998 increased our hearing aid battery sales
$3.5 million. We also launched rechargeable alkaline in fiscal 1998. These were
partially offset by decreased sales of specialty batteries in Hong Kong.
Our profitability increased $0.9 million, or 11.0%, to $9.1 million in
fiscal 1998 from $8.2 million the previous year. This increase was due primarily
to improved product mix in fiscal 1998.
CORPORATE EXPENSE. Our corporate expense increased $2.2 million, or 10.5%,
to $23.1 million in fiscal 1998 from $20.9 million the prior year. This rate of
increase was less than our growth in net sales.
SPECIAL CHARGES. We recorded special charges of $6.2 million in fiscal 1998
which includes (1) $5.3 million associated with the closing of our Newton
Aycliffe, United Kingdom facility, phasing out direct distribution in the United
Kingdom and closing one of our German sales offices, (2) $2.2 million associated
with closing our Appleton, Wisconsin manufacturing plant and consolidating it
into our Portage, Wisconsin manufacturing plant, (3) $2.0 million associated
with consolidating domestic battery packaging operations and outsourcing the
manufacture of heavy duty batteries and (4) $0.8 million associated with our
secondary offering. These charges were partially offset by a $2.4 million gain
on the sale of our previously closed Kinston, North Carolina facility and
$1.7 million credit related to the settlement of deferred compensation
agreements with certain former employees and other miscellaneous credits.
In fiscal 1997 we recorded special charges of $5.9 million related to
organizational restructuring in the United States, the discontinuation of
certain manufacturing operations at our Newton Aycliffe, United Kingdom facility
and the discontinuation of operations at our facility in Kinston, North
Carolina. These charges were partially offset by a credit of $2.9 million
related to the curtailment of our defined benefit pension plan covering all
domestic non-union employees.
INCOME FROM OPERATIONS. Income from operations increased $6.0 million, or
17.4%, to $40.5 million in fiscal 1998 from $34.5 million in fiscal 1997. This
increase was due primarily to increased sales and gross profit margins partially
offset by increased selling and general and administrative expense.
INTEREST EXPENSE. Interest expense decreased $8.8 million, or 35.9%, to
$15.7 million in fiscal 1998 from $24.5 million in fiscal 1997. The decrease was
primarily a result of decreased indebtedness due to our initial public offering
completed in November 1997 and the inclusion in fiscal 1997 of a $2.0 million
write-off of unamortized debt issuance costs.
OTHER EXPENSE (INCOME). Foreign exchange losses and interest income
resulted in net other income of $(0.2) million in fiscal 1998. In fiscal 1997
interest income was offset by foreign exchange losses resulting in net other
expense of $0.4 million.
INCOME TAX EXPENSE. Our effective tax rate for fiscal 1998 was 33.9%
compared to 35.6% for the prior year. The improved effective rate is impacted by
a lower state income tax rate and a lower foreign tax rate as compared to our
statutory rate.
EXTRAORDINARY ITEM. We recorded extraordinary expense of $2.0 million, net
of income tax, for the premium payment on the redemption of a portion of our
Series B Senior Subordinated Notes in fiscal 1998.
25
LIQUIDITY AND CAPITAL RESOURCES
For fiscal 1999, our operating activities generated $10.5 million of cash,
compared to using $1.5 million in fiscal 1998, due primarily to increased net
income. Cash costs associated with our previously announced restructuring
activities have been, and are expected to be, funded with cash provided from
operating activities.
Capital expenditures for fiscal 1999 were $24.1 million, an increase of
$8.2 million from fiscal 1998. Capital expenditures for fiscal 1999 included
continued spending on the implementation of our new computer system for North
America (SAP) that went into production in the third fiscal quarter, building
expansion at our Portage, Wisconsin facility to restructure button cell
manufacturing and our new alkaline production line which began operating in the
first quarter of fiscal 2000. Capital expenditures for fiscal 2000 are expected
to be approximately $23.0 million which will include (1) capital to support the
recent Latin America acquisition, (2) capacity expansion and vertical
integration projects in our North American facilities, and (3) continued
investments in computer systems to improve the productivity and efficiency of
our operations.
Late in fiscal 1999 we completed the acquisition of the consumer battery
operations in Latin America of ROV Limited for a purchase price of
$145.1 million, net of cash acquired. Per the terms of the purchase agreement,
the purchase price is subject to adjustment and as of September 30, 1999, this
adjustment had not been finalized. We do not anticipate that this adjustment
will be significant. We financed the entire purchase price of the acquisition
with additional borrowings under amended senior credit facilities.
The amended facilities which we obtained in August 1999 replaced our
existing credit facilities with a $250.0 million five-year revolving credit
facility and a $75.0 million five-year amortizing term loan. The term facility
provides for quarterly amortization totaling $10,000 in 2000, $15,000 in 2001,
2002, and 2003, and $20,000 in 2004. The fees associated with these amended
facilities have been capitalized along with the fees for the existing facility
and are being amortized over the term of the amended facilities. Indebtedness
under these amended facilities is secured and is guaranteed by certain of our
subsidiaries.
In addition, to facilitate our future growth, including the financing of our
acquisition in Latin America, we obtained the consent of the holders of our
10 1/4% Series B Senior Subordinated Notes due 2006 to certain amendments to the
indenture governing these notes. The amendments to the indenture provide, among
other things, that we may (1) make senior secured borrowings under our credit
facilities in an increased set amount without meeting certain financial tests,
(2) incur additional senior secured debt under our credit facilities above that
set amount, provided that we meet certain financial tests, (3) make investments
in foreign subsidiaries that are not guarantors of the Notes and (4) incur
additional indebtedness, on a secured basis, through our foreign subsidiaries.
The amendments are set forth in the Second Supplemental Indenture, dated
August 6, 1999 and made effective as of August 9, 1999, included as an exhibit
to our Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 9, 1999. The fees associated with the consent solicitation
are being amortized over the remaining life of the notes.
During fiscal 1999, our board of directors granted 447,000 options to
purchase shares of our common stock to various members of management under the
1996 Stock Option Plan and the 1997 Incentive Plan. All grants were at an
exercise price equal to the market price of our common stock on the date of
grant with prices ranging from $16.19 to $29.50 per share.
We believe our cash flow from operating activities and periodic borrowings
under our amended credit facilities will be adequate to meet our short-term and
long-term liquidity requirements of our existing business prior to the
expiration of those credit facilities, although no assurance can be given in
this regard. Our current facilities include a revolving credit facility of
$250.0 million and a $75.0 million term loan. As of September 30, 1999, all of
the term loan was outstanding and $181.3 million was outstanding under the
revolving facility, with approximately $6.2 million of the remaining
availability utilized for outstanding letters of credit.
26
We are subject to various federal, state, local and foreign environmental
laws and regulations in the jurisdictions in which we operate, including laws
and regulations relating to discharges to air, water and land, the handling and
disposal of solid and hazardous waste and the cleanup of properties affected by
hazardous substances. We do not currently anticipate any material adverse effect
on our operations or financial condition or any material capital expenditure as
a result of our efforts to comply with environmental laws. As of September 30,
1999, we had reserved $2.7 million for known on-site and off-site environmental
liabilities. Some risk of environmental liability is inherent in our business;
however, we cannot assure you that material environmental costs will not arise
in the future. See "Legal Proceedings."
We engage in hedging transactions in the ordinary course of our business.
See Note 2(q) to our consolidated financial statements.
YEAR 2000
We have established a Year 2000 project designed to remediate the impact of
the Year 2000 issue on our hardware and software systems, as well as other
business processes.
PROJECT. Our Year 2000 project addresses four major areas: (1) core
information technology business systems including hardware and application
software, (2) other information technology infrastructure systems including
hardware and application software, (3) non-information technology systems
including facilities, production, research and development, and special purpose
computer systems and (4) external providers of materials or services.
STATE OF READINESS. Our Year 2000 project is substantially complete.
North American core information technology business systems are operating on
compliant hardware and software (SAP) that replaced legacy systems. European
core information technology business systems are operating on legacy software
that was remediated. Systems for Latin American entities are operating on
purchased software packages that are compliant.
Other information technology infrastructure systems are generally current
technology. Certain hardware (primarily servers and PC's in North America under
leases that expired on or before September 30, 1999) and software have been
replaced with compliant versions or remediated.
Non-information technology systems are not materially affected by the Year
2000 issue. Certain systems (primarily those involved indirectly with North
American manufacturing, i.e., monitoring, analysis and testing) have been
replaced or remediated.
External providers of critical materials and services have been surveyed. No
material disruptions are expected.
Products manufactured and/or distributed by us do not utilize programmable
logic to function and thus are not affected by the Year 2000 issue.
COSTS TO ADDRESS YEAR 2000 ISSUES. Expenditures directly related to
identification, evaluation and remediation of Year 2000 exposures were
$0.2 million for fiscal 1998 and $0.5 million for fiscal 1999. Residual
expenditures for fiscal 2000 are projected to be less than $0.1 million.
Capital expenditures for projects undertaken for other reasons, but which
addressed Year 2000 issues (primarily SAP), were $2.7 million for fiscal 1997,
$3.3 million for fiscal 1998 and $5.7 million for fiscal 1999. Other costs
associated with these capital expenditures were $0.2 million for fiscal 1997,
$0.8 million for fiscal 1998 and $1.2 million for fiscal 1999.
RISK OF YEAR 2000 ISSUES. The timing of a Year 2000-related disruption
would coincide with a seasonal low in our business cycle and thus have less
impact on our business than it otherwise would during other parts of the cycle.
We estimate that the most reasonably likely worst case Year 2000 scenarios are
as follows:
1. We experience temporary disruption of local electrical utilities affecting
our ability to operate our core information technology systems.
27
2. A portion of our non-core information technology systems experiences
temporary disruption. This disruption is not expected to have a material
impact on our ability to function.
3. A portion of our manufacturing operations experiences a temporary
disruption. This disruption is not expected to have a material impact on our
ability to function.
4. A portion of our customer base experiences disruption. This disruption could
result in a reduction in sales but is not readily quantifiable.
5. A portion of our supplier base experiences disruption.
6. Shipments from certain overseas suppliers are disrupted.
CONTINGENCY PLANS. We have developed contingency plans for each of the
scenarios noted above. These contingency plans, set forth in corresponding
order, are as follows:
1. Plans are in place to take incoming orders on an emergency basis and to
continue shipment of existing orders utilizing alternative or manual
systems.
2. Since this disruption is not expected to have a material impact on our
ability to function, no specific contingency plan has been developed.
3. We continue to expect that normal safety stock levels would cover this
scenario; therefore no specific contingency plan has been developed.
4. Since this disruption is not expected to have a material impact on our
ability to function, no specific contingency plan has been developed.
5. We maintain alternate suppliers in the event of disruption of supply of a
material or resource. We expect that we could source from such alternates
until our normal suppliers resume operations.
6. We have accelerated delivery of certain outstanding orders from these
suppliers. Certain orders initially scheduled for shipment after
December 31, 1999 are being accelerated to ship prior to December 31, 1999.
In addition to the above contingency plans, personnel will be at key company
facilities beginning the evening of December 31, 1999 to manage the transition
from 1999 to 2000. Planned measures include the shutdown of critical information
technology and non-information technology systems prior to midnight,
confirmation of functioning utilities after midnight and orderly start-up and
testing of systems before resumption of operations.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. This Statement requires companies to record
derivatives on the balance sheet as assets and liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. In 1999, the FASB issued SFAS No. 137 which
deferred the effective date of SFAS No. 133. This Statement is effective for
fiscal years beginning after June 15, 2000, with earlier adoption encouraged. We
will adopt this accounting standard, as required, by October 1, 2000. We do not
believe the adoption of SFAS No. 133 will have a material impact on our
financial position or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK FACTORS
We have market risk exposure from changes in interest rates, foreign
currency exchange rates and commodity prices. We use derivative financial
instruments for purposes other than trading to mitigate the risk from such
exposures.
A discussion of our accounting policies for derivative financial instruments
is included in Note 2 "Significant Accounting Policies and Practices" in Notes
to our Consolidated Financial Statements.
28
INTEREST RATE RISK
We have bank lines of credit at variable interest rates. Interest expense is
primarily affected by the general level of U.S. interest rates, LIBOR, IBOR, and
to a lesser extent European Base rates. We use interest rate swaps to manage
such risk. The net amounts to be paid or received under interest rate swap
agreements are accrued as interest rates change, and are recognized over the
life of the swap agreements, as an adjustment to interest expense from the
underlying debt to which the swap is designated. The related amounts payable to,
or receivable from, the contract counterparties are included in accrued
liabilities or accounts receivable.
FOREIGN EXCHANGE RISK
We are subject to risk from sales and loans to our subsidiaries as well as
sales to, purchases from and bank lines of credit with, third-party customers,
suppliers and creditors, respectively, denominated in foreign currencies.
Foreign currency sales are made primarily in Pounds Sterling, Canadian Dollars,
German Marks, French Francs, Italian Lira, Spanish Pesetas, Dutch Guilders,
Mexican Pesos, Guatemalan Quetzals, Dominican Pesos, Venezuelan Bolivars and
Honduran Lempira. Foreign currency purchases are made primarily in Pounds
Sterling, German Marks, French Francs, Mexican Pesos, Dominican Pesos, and
Guatemalan Quetzals. We manage our foreign exchange exposure from anticipated
sales, accounts receivable, intercompany loans, firm purchase commitments and
credit obligations through the use of naturally occurring offsetting positions
(borrowing in local currency), forward foreign exchange contracts and foreign
exchange rate swaps. The related amounts payable to, or receivable from, the
contract counterparties are included in accounts payable or accounts receivable.
COMMODITY PRICE RISK
We are exposed to fluctuation in market prices for purchases of zinc used in
the manufacturing process. We use commodity swaps, calls and puts to manage such
risk. The maturity of, and the quantities covered by, the contracts are closely
correlated to our anticipated purchases of the commodities. The cost of calls,
and the premiums received from the puts, are amortized over the life of the
contracts and are recorded in cost of goods sold, along with the effects of the
swap, put and call contracts. The related amounts payable to, or receivable
from, the counterparties are included in accounts payable or accounts
receivable.
SENSITIVITY ANALYSIS
The analysis below is hypothetical and should not be considered a projection
of future risks. Earnings projections are before tax.
As of September 30, 1999, the potential change in fair value of outstanding
interest rate derivative instruments, assuming a 1% unfavorable shift in the
underlying interest rates would be a loss of $2.2 million. The net impact on
reported earnings, after also including the reduction in one year's interest
expense on the related debt due to the same shift in interest rates, would be a
net gain of $0.4 million.
As of September 30, 1999, the potential change in fair value of outstanding
foreign exchange rate derivative instruments, assuming a 10% unfavorable change
in the underlying foreign exchange rates would be a loss of $1.6 million. The
net impact on future cash flows, after also including the gain in value on the
related accounts receivable and contractual payment obligations outstanding at
September 30, 1999 due to the same change in exchange rates, would be a net loss
of $0.4 million.
As of September 30, 1999, the potential change in fair value of outstanding
commodity price derivative instruments, assuming a 10% unfavorable change in the
underlying commodity prices would be a loss of $0.5 million. The net impact on
reported earnings, after also including the reduction in cost of one year's
purchases of the related commodities due to the same change in commodity prices,
would be a net gain of $0.9 million.
29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required for this Item is included in this Annual Report on
Form 10-K on pages F-1 through F-40, inclusive and is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is certain information, as of October 1, 1999, regarding
each of our directors and executive officers:
NAME AGE POSITION AND OFFICES
- ---- -------- ---------------------------------------------------
David A. Jones........................ 50 Chairman of the Board and Chief Executive Officer
Kent J. Hussey........................ 53 President, Chief Operating Officer and Director
Roger F. Warren....................... 58 President/International and Contract MicroPower and
Director
Stephen P. Shanesy.................... 43 Executive Vice President of Global Brand Management
Merrell M. Tomlin..................... 47 Executive Vice President of Sales
Randall J. Steward.................... 45 Executive Vice President of Administration and
Chief Financial Officer
Kenneth V. Biller..................... 51 Executive Vice President of Operations
Luis A. Cancio........................ 59 Senior Vice President and General Manager of Latin
America
James A. Broderick.................... 56 Vice President, General Counsel and Secretary
Joseph W. Deering..................... 59 Director
John S. Lupo.......................... 53 Director
Scott A. Schoen....................... 41 Director
Thomas R. Shepherd.................... 69 Director
Warren C. Smith, Jr................... 43 Director
Mr. Jones has served as Chairman of our Board of Directors and our Chief
Executive Officer since September 12, 1996. From September 1996 to April 1998
Mr. Jones also served as our President. Between February 1995 and March 1996,
Mr. Jones was Chief Operating Officer, Chief Executive Officer and Chairman of
the Board of Directors of Thermoscan, Inc., a manufacturer and marketer of
infrared ear thermometers for consumer and professional use. From 1989 to
September 1994, he served as President and Chief Executive Officer of The Regina
Company, a manufacturer of vacuum cleaners and other floor care equipment. In
addition, Mr. Jones currently serves as a director of Ladd Furniture, Inc. and
United Industries Corp. Mr. Jones has over 25 years of experience working in the
consumer durables industry.
Mr. Hussey is a director of Rayovac and has served as our President and
Chief Operating Officer since April 1998. Prior to that time and since joining
us in October 1996, Mr. Hussey had also served as our Executive Vice President
of Finance and Administration and the Chief Financial Officer. From 1994 to
1996, Mr. Hussey was Vice President and Chief Financial Officer of ECC
International, a producer of industrial minerals and specialty chemicals. From
1991 to July 1994 he served as Vice President and Chief Financial Officer of The
Regina Company. Mr. Hussey also serves as a director of American Woodmark
Corporation.
Mr. Warren retired in October 1999. He was a director of Rayovac and served
as our President/ International and Contract MicroPower since 1996. Mr. Warren
joined us in 1985 and held several
30
positions, including Executive Vice President and General Manager and Senior
Vice President and General Manager/International. Mr. Warren is also a director
of Bolder Technologies Corporation.
Mr. Cancio joined Rayovac in August 1999 as our Senior Vice President and
General Manager of Latin America. In April 1997, Mr. Cancio became a founding
principal of XCELL Group LLC and remains a director of the private investment
firm. From 1980 to 1996 he held positions of increasing responsibility at
Duracell International Inc., beginning as Vice President in Latin America and
ending his tenure as Senior Vice President in other international markets.
Mr. Shanesy has been our Executive Vice President of Global Brand Management
since April 1999. Beginning in December 1997, Mr. Shanesy has served as our
Senior Vice President of Marketing and the General Manager of General Batteries
and Lights. From December 1996 to December 1997, Mr. Shanesy was our Senior Vice
President of Marketing and the General Manager of General Batteries. Prior to
joining us, from 1993 to 1996 Mr. Shanesy was Vice President of Marketing of
Oscar Mayer.
Mr. Tomlin has been our Executive Vice President of Sales since October
1998. Mr. Tomlin joined Rayovac in October 1996 as Senior Vice President of
Sales. From March 1996 to September 30, 1996, Mr. Tomlin served as Vice
President Sales of Braun of North America/Thermoscan. From August 1995 to March
1996, he served as Vice President Sales of Thermoscan, Inc. Prior to that time,
Mr. Tomlin was Vice President of Sales of various divisions of Casio
Electronics.
Mr. Steward was named our Executive Vice President of Administration and
Chief Financial Officer in October 1999. Mr. Steward joined us in March of 1998
as our Senior Vice President of Corporate Development and was named Senior Vice
President of Finance and Chief Financial Officer in April 1998. From October
1997 to March 1998, Mr. Steward worked as an independent consultant, primarily
with Thermoscan, Inc. and Braun AG, where he assisted with financial and
operational issues. From March 1996 to September 1997, Mr. Steward served as
President and General Manager of Thermoscan, Inc. From January 1992 to March
1996, he served as Executive Vice President of Finance and Administration and
Chief Financial Officer of Thermoscan, Inc.
Mr. Biller was named our Executive Vice President of Operations in October
1999. From August 1998 to October 1999, he was Senior Vice President of
Operations and was our Senior Vice President of Manufacturing/Supply Chain from
January to August 1998. Prior to that time and since 1996 he was our Senior Vice
President and General Manager of Lighting Products & Industrial and since 1995
was our Vice President and General Manager of Lighting Products & Industrial.
Mr. Biller joined us in 1972 and has held several positions with us, including
Director of Technology/Battery Products and Vice President of Manufacturing.
Mr. Broderick was our Vice President, General Counsel and Secretary when he
retired at the end of fiscal 1999. He held these positions since 1985.
Mr. Deering has been a director of Rayovac since July of 1998 and has been
President for the food equipment group of PreMark International, Incorporated
since 1992. Previously, Mr. Deering served as President for Leucadia
Manufacturing and President and Chief Executive Officer for Tomkins Industries.
Mr. Deering is also a director of both Quadlux Inc. and Trion, Inc.
Mr. Lupo has been a director of Rayovac since July of 1998 and has been
Executive Vice President for Sales and Marketing for Bassett Furniture
Industries, Inc. since October 1998. From April 1998 to October 1998, Mr. Lupo
served as a consultant in the consumer products industry. Prior to that time and
since August 1996, Mr. Lupo served as Senior Vice President and Chief Operating
Officer for the international division of Wal-Mart Stores, Inc. From
October 1990 to August 1996, Mr. Lupo served as Senior Vice President-General
Merchandise Manager of Wal-Mart Stores, Inc.
Mr. Schoen has been a director of Rayovac since our 1996 recapitalization.
He is a Managing Director of Thomas H. Lee Company, which he joined in 1986. In
addition, Mr. Schoen is a Vice President of
31
Thomas H. Lee Advisors I and Thomas H. Lee Advisors II. Mr. Schoen is also a
Trustee of the THL Equity Trust III the general partner of THL Equity Advisors
Limited Partnership III, which is the general partner of Thomas H. Lee Equity
Fund III L.P. He is also a Managing Director and member of THL Equity Advisors
IV, LLC, which is the general partner of Thomas H. Lee Equity Fund IV, L.P. Mr.
Schoen also is a director of Syratech Corporation, TransWestern Communications
Corp. and several private corporations.
Mr. Shepherd has been a director of Rayovac since our 1996 recapitalization.
He is a currently a Special Partner of Thomas H. Lee Company and has been
engaged as a consultant to Thomas H. Lee Company since 1986. In addition, Mr.
Shepherd is an Executive Vice President of Thomas H. Lee Advisors I and an
officer of various other affiliates of Thomas H. Lee Company. He is also a
director of General Nutrition Companies, Inc. and several private corporations.
Mr. Smith has been a director of Rayovac since our 1996 recapitalization. He
has been employed by Thomas H. Lee Company since 1990 and currently serves as a
Managing Director of Thomas H. Lee Company. In addition, Mr. Smith is a Vice
President of Thomas H. Lee Advisors I and T.H. Lee Mezzanine II. Mr. Smith is
also a Managing Director and Member of THL Equity Advisors Limited Partnership
III, which is the general partner of Thomas H. Lee Equity Fund III L.P. He is
also a Managing Director and Member of THL Equity Advisors IV, LLC, which is the
general partner of Thomas H. Lee Equity Fund IV, L.P. He is also a director of
Finlay Enterprises, Inc., Finlay Fine Jewelry Corporation and several private
corporations.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors, officers
and persons who own more than 10% of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Based solely upon review of Forms 3, 4 and 5
(and amendments thereto) furnished to the Company during or in respect of the
fiscal year ended September 30, 1999, we are not aware of any director or
executive officer who has not timely filed reports required by Section 16(a) of
the Exchange Act during or in respect of such fiscal year, except Luis A. Cancio
who filed one late Form 3 and Randall J. Steward who filed one late Form 4
covering two purchases of securities of the Company.
32
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation paid to our Chief Executive
Officer and the other four most highly compensated executive officers during
fiscal 1999, fiscal 1998 and fiscal 1997 (the "Named Executive Officers") for
services rendered in all capacities to the Company.
OTHER SECURITIES
NAME AND PRINCIPAL ANNUAL UNDERLYING ALL OTHER
POSITION FISCAL YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (#) COMPENSATION($)
- -------- ----------------- ---------- --------- ---------------- ----------- ---------------
David A. Jones, 1999 $500,000 $250,000 $264,800(1) 84,204 $ 12,700(2)
Chairman of the Board 1998 465,000 250,000 168,900(3) 11,100(2)
and Chief Executive 1997 400,000 218,500 65,800 76,400(4)
Officer
Kent J. Hussey, 1999 325,000 412,500 72,106 14,300(2)
President and Chief 1998 304,600 162,500 253,756 489,800(5)
Operating Officer 1997 275,000 185,000 61,400(4)
Roger F. Warren, 1999 270,000 152,100 28,569 199,500(6)
President/ 1998 270,000 108,000 13,700(2)
International and 1997 258,000 103,200 4,100(2)
Contract Micropower
Stephen P. Shanesy, 1999 250,000 100,000 25,000 8,200(2)
Executive Vice 1998 235,000 94,000 137,024 8,800(2)
President of Global 1997 154,900 140,000 2,700(2)
Brand Management
Merrell M. Tomlin, 1999 230,000 114,000 25,000 151,600(7)
Executive Vice 1998 197,500 82,000 130,653 48,900(4)
President of Sales 1997 180,000 97,000 78,200(4)
- ------------------------
(1) Includes approximately $120,000 related to a Company provided residence,
$70,000 related to interest on the Executive Note (as defined herein) and
$50,000 related to personal use of the Company aircraft.
(2) Represents contributions to 401K plan and pension plan termination benefits.
(3) Includes approximately $70,000 related to interest on the Executive Note (as
defined herein) and $48,000 related to a Company provided condominium.
(4) Represents relocation payments and contributions to 401K plan.
(5) Represents relocation payments, compensation from the exercise of stock
options and contributions to 401K plan.
(6) Includes contributions to 401K plan and approximately $189,900 of pension
plan termination benefits.
(7) Represents relocation payments, contributions to 401K plan and pension plan
termination benefits.
OPTION GRANTS AND EXERCISES
In connection with the 1996 recapitalization, the Board adopted the Rayovac
Corporation 1996 Stock Option Plan (the "1996 Plan"). Pursuant to the 1996 Plan,
options may be granted with respect to an aggregate of 3,000,000 shares of
Common Stock. At September 30, 1999 an aggregate of 2,127,242 options to
purchase shares of Common Stock at a weighted average exercise price of $5.47
per share, 911,577 of which have been granted to David A. Jones in accordance
with the terms of his employment agreement
33
were outstanding. See "--Employment Agreement." In September 1997, the Board
adopted the 1997 Rayovac Incentive Plan ("Incentive Plan"). Pursuant to the
Incentive Plan, options to purchase up to 3,000,000 shares of Common Stock may
be granted. At September 30, 1999 an aggregate of 699,553 options at a weighted
average exercise price of $20.29 were outstanding. Pursuant to the Rayovac
Corporation 1997 Stock Option Plan (the "1997 Plan"), options to purchase an
aggregate of 556,222 shares of Common Stock were granted to certain management
employees, which options were immediately exercised or surrendered to the
Company's Deferred Compensation Plan as of such date.
The following table discloses the grants of stock options during fiscal 1999
to the Named Executive Officers.
OPTION GRANTS IN FISCAL 1999
INDIVIDUAL GRANTS
-----------------------------------------------------------
NUMBER POTENTIAL REALIZABLE
OF VALUE AT ASSUMED
SECURITIES PERCENT OF TOTAL ANNUAL RATES OF STOCK
UNDERLYING OPTIONS EXERCISE PRICE APPRECIATION FOR
OPTIONS GRANTED TO OR BASE OPTION TERM
GRANTED EMPLOYEES IN PRICE -----------------------
NAME (#) FISCAL YEAR ($/SHARE) EXPIRATION DATE 5% ($) 10% ($)
- ---- ---------- ---------------- --------- --------------- ---------- ----------
Stephen P. Shanesy......... 25,000 5.6 $16.19 9/30/2009 $254,545 $645,067
Merrell M. Tomlin.......... 25,000 5.6 $16.19 9/30/2009 $254,545 $645,067
The following table sets forth information concerning options to purchase
Common Stock held by the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED VALUE FISCAL YEAR END (#) FISCAL YEAR END ($)(1)
NAME ON EXERCISE REALIZED $ (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)
- ---- ----------- ---------- --------------------------- ---------------------------
David A. Jones............... 0 0 546,945/364,632 $9,426,597/6,284,433
Kent J. Hussey............... 0 0 125,130/140,729 1,768,259/1,571,074
Roger F. Warren.............. 0 0 136,736/91,158 2,356,645/1,571,108
Stephen P. Shanesy........... 0 0 73,368/65,579 1,205,497/1,071,254
Merrell M. Tomlin............ 0 0 73,368/65,579 1,205,497/1,071,254
- ------------------------
(1) These values are calculated using the $21 5/8 per share closing price of the
Common Stock as quoted on the NYSE on September 30, 1999.
PENSION PLAN
In fiscal 1997 we contributed to a defined benefit pension plan covering all
domestic non-union employees (the "Pension Plan"). On August 1, 1997 the Pension
Plan accruals were frozen and the Pension Plan was officially terminated on
October 1, 1997. We made no contributions to the Pension Plan during fiscal 1998
or 1999. Distribution of benefits due to participating employees under the
Pension Plan was made during fiscal 1999. In fiscal 1999, we contributed to a
defined contribution 401(k) plan covering domestic non-union employees (the
"401(k) Plan"). We made contributions allocated on the basis of compensation and
age as identified in the summary compensation table.
34
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no compensation for
serving on the Board of Directors. Non-employee directors of the Company are
reimbursed for their out-of-pocket expenses in attending meetings of the Board
of Directors. Messrs. Lupo and Deering receive $5,000 per quarterly meeting in
their capacities as directors. Messrs. Schoen, Shepherd and Smith receive no
fees in their capacities as directors. See Item 13, "Certain Relationships and
Related Transactions" for a description of certain other arrangements pursuant
to which THL Co., of which Messrs. Schoen and Smith are managing directors and
Mr. Shepherd is a special partner, receives compensation from the Company.
EMPLOYMENT AGREEMENTS
On April 27, 1998, we entered into an amended and restated employment
agreement with David A. Jones (the "Jones Employment Agreement") and an
employment agreement (as amended, the "Hussey Employment Agreement" and together
with the Jones Employment Agreement, the "Executive Employment Agreements") with
Kent J. Hussey (together with Mr. Jones, the "Executives"). Under their
respective employment agreements, Mr. Jones is entitled to a base salary of
$500,000 per annum and Mr. Hussey is entitled to a base salary of $325,000 per
annum (such base salaries may be increased from time to time at the discretion
of the Board of Directors) and each Executive is entitled to an annual bonus
based upon the Company achieving certain annual performance goals established by
the Board of Directors. Each Executive Employment Agreement has a term of three
years expiring on April 30, 2001, and the Hussey Employment Agreement provides
for automatic renewal for successive one year periods unless terminated earlier
upon 90 days prior written notice by either Mr. Hussey or the Company. At any
time each of the Executives has the right to resign and terminate their
respective Executive Employment Agreement upon 60 days notice. Upon such
resignation, we must pay to the resigning Executive any unpaid base salary. The
Executive Employment Agreements provide that, upon termination of the
Executive's employment for death or disability, we will pay to the terminated
Executive or such Executive's estate any unpaid base salary, any accrued but
unpaid bonus through the date of termination and a pro rata portion of the bonus
for such period, the Executive's base salary for a period of 12 months in the
case of Mr. Jones or 24 months in the case of Mr. Hussey, and any other benefits
until the earlier of the end of the term of the agreement or 12 months in the
case of Mr. Jones, or 24 months for Mr. Hussey, in either case from the date of
termination. In addition, the Jones Employment Agreement also provides that Mr.
Jones shall receive any additional salary due until the earlier of the end of
the term or 12 months from the date of termination upon Mr. Jones' termination
for death or disability. We have the right to terminate employment for "cause"
(as defined) and shall be obligated to pay to the terminated Executive any
unpaid base salary accrued through the date of termination. In the event the
Executive is terminated without cause (as defined), we must pay to him any
unpaid base salary, any accrued but unpaid bonus through the date of termination
and the Executive's base salary, other benefits, and, in the case of Mr. Jones
only, any additional salary, until the earlier of the end of the term of the
agreement or 12 months in the case of Mr. Jones, or 24 months in the case of Mr.
Hussey, in either case from the date of termination.
The Executive Employment Agreements also provide that, during the term of
the agreement or the period of time served as a director, and for one year
thereafter for Mr. Jones, and for two years thereafter for Mr. Hussey, the
Executive shall not engage in or have any business which is involved in the
industries in which we are engaged.
In connection with the 1996 recapitalization, Mr. Jones individually also
purchased 227,895 shares of Common Stock at approximately $4.39 per share.
One-half of the purchase price was paid in cash and one-half with a promissory
note (the "Executive Note"). The Company holds the Executive Note in the
principal amount of $500,000 from Mr. Jones in connection with the purchase of
shares of Common Stock. Mr. Jones will receive additional salary at an initial
rate of $35,000 annually as long as the promissory note remains outstanding.
35
SEVERANCE AGREEMENTS
Each of Stephen P. Shanesy, Executive Vice President of Global Brand
Management and Merrell M. Tomlin, Executive Vice President of Sales has entered
into a severance agreement (each, a "Severance Agreement") with the Company
pursuant to which, in the event that his employment is terminated during the
term of the Severance Agreement (a) by the Company without cause (as defined) or
(b) by reason of death or disability (as defined), the Company shall pay him an
amount in cash equal to two (2) times the sum of (i) his base salary as in
effect for the fiscal year ending immediately prior to the fiscal year in which
such termination occurs and (ii) the annual bonus (if any) earned by him
pursuant to any annual bonus or incentive plan maintained by the Company in
respect of the fiscal year ending immediately prior to the fiscal year in which
such termination occurs, such amount to be paid ratably monthly in arrears over
the remaining term of the Severance Agreement. In the event of such termination,
the Company shall also maintain, for the twelve-month period following such
termination, insurance benefits for such individual and his dependents similar
to those provided immediately prior to such termination. Under the Severance
Agreements, each of Messrs. Shanesy and Tomlin has agreed that, for two years
following the later of the end of the term of the Severance Agreement or the
date of termination, he will not engage or have a financial interest in any
business which is involved in the industries in which we are engaged. The
initial term of each Severance Agreement is one year with automatic one-year
renewals thereafter, subject to thirty days notice of non-renewal prior to the
end of the then current term.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1999, the Compensation Committee of the Board of Directors was
composed of Scott A. Schoen, Thomas R. Shepherd and Warren C. Smith, Jr.
The Company and THL Co. (which together with its affiliates owns 42.1% of
the outstanding Common Stock) are parties to a Management Agreement entered into
in connection with the 1996 recapitalization pursuant to which we have engaged
THL Co. to provide consulting and management advisory services for an initial
period of five years through September 12, 2001. Under the Management Agreement
and in connection with the closing of the 1996 recapitalization, we paid THL Co.
and an affiliate an aggregate fee of $3.25 million (the "THL Transaction Fee").
In consideration of the consulting and management advisory services, we pay THL
Co. and its affiliate an aggregate annual fee of $360,000 plus expenses (the
"Management Fee"). We believe that this Management Agreement is on terms no less
favorable to us than could have been obtained from an independent third party.
In connection with the 1996 recapitalization, the Lee Group, certain other
shareholders of the Company and the Company entered into the Shareholders
Agreement. The Shareholders Agreement provides for certain restrictions on
transfer of the shares beneficially owned by the parties thereto. Additionally,
the Shareholders Agreement provides that, subject to certain limitations, so
long as the Lee Group and their permitted transferees own at least 10% of the
shares of Common Stock acquired in the 1996 recapitalization, the Lee Group
shall have "demand" registrations with respect to their shares of Common Stock.
The shareholders party to the Shareholders Agreement, including the Lee Group,
are also entitled, subject to certain limitations, to include shares of Common
Stock held by them in other registrations of equity securities of the Company
initiated by the Company for its own account or pursuant to a request for
registration by the Lee Group.
36
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of December 7, 1999 (except as set forth
in the footnotes herein) certain information with respect to beneficial
ownership of the Common Stock by each (i) director, (ii) executive officer and
(iii) beneficial owner of more than 5% of the Company's outstanding Common Stock
known to the Company based on Securities and Exchange Commission filings and
other available information and by all directors and executive officers of the
Company as a group.
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED (2)
----------------------
NUMBER PERCENTAGE
NAMES AND ADDRESSES(1) OF SHARES OF CLASS
- ---------------------- --------- ----------
Thomas H. Lee Equity Fund III, L.P.(3) 9,928,579 36.1%
75 State Street, Ste. 2600
Boston, MA 02109..........................................
FMR Corp.(4) 3,203,150 11.7
82 Devonshire St.
Boston, MA 02109-3614.....................................
State of Wisconsin Investment Board(5) 1,231,000 4.5
121 E. Wilson St., P.O. Box 7842
Madison, WI 53707.........................................
Thomas H. Lee Foreign Fund III, L.P.(3) 615,051 2.2
75 State Street, Ste. 2600
Boston, MA 02109..........................................
THL-CCI Limited Partnership(6) 1,042,405 3.8
75 State Street, Ste. 2600
Boston, MA 02109..........................................
David A. Jones(7)........................................... 582,696 2.1
Kent J. Hussey(8)........................................... 154,573 *
Roger F. Warren(9).......................................... 438,480 1.6
Stephen P. Shanesy(10)...................................... 93,171 *
Kenneth V. Biller(11)....................................... 124,576 *
Merrell M. Tomlin(12)....................................... 76,884 *
James A. Broderick(13)...................................... 151,476 *
Randall J. Steward(14)...................................... 53,008 *
Luis A. Cancio.............................................. 3,000 *
Scott A. Schoen(3)(15)...................................... 50,036 *
Thomas R. Shepherd(15)...................................... 26,061 *
Warren C. Smith, Jr.(3)(15)................................. 41,703 *
Joseph W. Deering(17)....................................... 7,000 *
John S. Lupo(16)............................................ 2,000 *
All directors and executive officers of the Company as a 1,804,664 6.3%
group (14 persons)(3)(15).................................
- ------------------------
* Less than 1%
(1) Addresses are given only for beneficial owners of more than 5% of the
outstanding shares of Common Stock.
(2) Unless otherwise noted, the nature of beneficial ownership is sole voting
and/or investment power, except to the extent authority is shared by spouses
under applicable law. Shares of Common Stock not outstanding but deemed
beneficially owned by virtue of the right of a person or group to acquire
them
37
within 60 days are treated as outstanding only for purposes of determining
the number and percent of outstanding shares of Common Stock owned by such
person or group.
(3) THL Equity Advisors III Limited Partnership ("Advisors"), the general
partner of the THL Fund and Thomas H. Lee Foreign Fund III, L.P., THL Equity
Trust III ("Equity Trust"), the general partner of Advisors, Thomas H. Lee,
Scott A. Schoen, Warren C. Smith, Jr. and other managing directors of THL
Co., as Trustees of Equity Trust, and Thomas H. Lee as sole shareholder of
Equity Trust, may be deemed to be beneficial owners of the shares of Common
Stock held by such Funds. Each of such persons maintains a principal
business address at Suite 2600, 75 State Street, Boston, MA 02109. Each of
such persons disclaims beneficial ownership of all shares.
(4) Fidelity Management & Research Company ("Fidelity"), a wholly owned
subsidiary of FMR Corp. and an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, is the beneficial owner of the
shares listed as a result of acting as investment adviser to various
investment companies. This disclosure is based on information provided by
such entity to the Company as of December 10, 1999.
(5) This disclosure is based on information provided by such entity to the
Company as of December 9, 1999.
(6) THL Investment Management Corp., the general partner of THL-CCI Limited
Partnership, and Thomas H. Lee, as director and sole shareholder of THL
Investment Management Corp., may also be deemed to be beneficial owners of
the shares of Common Stock held by THL-CCI Limited Partnership. Each of such
persons maintains a principal business address at Suite 2600, 75 State
Street, Boston, MA 02109.
(7) Includes 546,945 shares subject to options which are currently exercisable.
Shares of Common Stock beneficially owned includes 2,957 shares representing
Mr. Jones' proportional interest in the THL Fund. Mr. Jones disclaims
beneficial ownership of these shares.
(8) Includes 125,130 shares subject to options which are currently exercisable.
(9) Includes 136,736 shares subject to options which are currently exercisable.
(10) Includes 73,368 shares subject to options which are currently exercisable.
(11) Includes 73,368 shares subject to options which are currently exercisable.
(12) Includes 73,368 shares subject to options which are currently exercisable.
(13) Includes 30,000 shares subject to options which are currently exercisable.
(14) Includes 40,608 shares subject to options which are currently exercisable.
(15) Represents the proportional interest of such individual in THL-CCI Limited
Partnership; in the case of Mr. Smith, also includes 9,786 shares which Mr.
Smith may be deemed to beneficially own as a result of Mr. Smith's
children's proportional beneficial interest in THL-CCI Limited Partnership.
(16) Includes 2,000 shares subject to options which are currently exercisable.
(17) Represents shares subject to options which are currently exercisable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Rayovac and THL Co. (which, together with its affiliates owns 42.1% of the
outstanding Common Stock) are parties to a Management Agreement entered into in
connection with the 1996 recapitalization pursuant to which we engaged THL Co.
to provide consulting and management advisory services for an initial period of
five years through September 12, 2001. Under the Management Agreement and in
connection with the closing of the 1996, recapitalization, we paid THL Co. and
an affiliate a transaction fee. In consideration of the consulting and
management advisory services, we pay THL Co. and its affiliate
38
a management fee. We believe that this Management Agreement is on terms no less
favorable to us than could have been obtained from an independent third party.
Rayovac and David A. Jones are parties to the Jones Employment Agreement
pursuant to which Mr. Jones agreed to be our Chairman of the Board of Directors
and Chief Executive Officer. Mr. Jones also purchased from us 227,895 shares of
Common Stock with cash and a $500,000 promissory note held by us with interest
payable at a rate of 7% per annum and principal payable on the earliest of the
following to occur: (i) the fifth anniversary of the note; (ii) the date on
which (a) Mr. Jones terminates his employment for any reason other than a
Constructive Termination (as defined in the Jones Employment Agreement) and (b)
he is no longer a director of the Company; or (iii) the date we terminate Mr.
Jones' employment for Cause (as defined in the Jones Employment Agreement).
Proceeds from any sale of Mr. Jones' shares must be used to immediately prepay,
in whole or in part, the principal amount of the promissory note outstanding and
any accrued and unpaid interest on the portion prepaid or the holder of the
promissory note may declare the entire principal amount of such note to be
immediately due and payable. Mr. Jones receives additional salary at an initial
rate of $35,000 annually during the period the promissory note is outstanding.
In addition, the Company and Kent J. Hussey are parties to the Hussey Employment
Agreement pursuant to which Mr. Hussey agreed to be our President and Chief
Operating Officer. See Item 11, "Executive Compensation--Employment Agreements."
We hold five year promissory notes dated March 17, 1997 from Messrs. Tomlin
and Shanesy, in principal amounts of $60,000 and $80,000, respectively, with
interest payable at 8% per annum. We also hold a five year promissory note dated
March 23, 1998 from Mr. Steward, in the principal amount of $100,000, with
interest payable at 8% per annum. Such notes were incurred in connection with
the purchase of shares of Common Stock by Messrs. Steward, Tomlin and Shanesy
upon joining the Company.
Pursuant to the 1997 Plan, on August 1, 1997, certain executive officers of
the Company, including Messrs. Tomlin and Shanesy, exercised options to purchase
shares of Common Stock under the 1997 Plan with five-year promissory notes held
by us, in principal amounts of $50,000 and $20,000, respectively, with interest
payable at 8% per annum. On September 15, 1997, Mr. Shanesy exercised options
under the 1997 Plan with another five-year promissory note held by us, in the
principal amount of $30,002, with interest payable at 8% per annum.
In connection with the 1996 recapitalization, the Lee Group, certain of our
other shareholders and the Company entered into the Shareholders Agreement. The
Shareholders Agreement provides for certain restrictions on transfer of the
shares beneficially owned by the parties thereto. Additionally, the Shareholders
Agreement provides that, subject to certain limitations, so long as the Lee
Group and their permitted transferees own at least 10% of the shares of Common
Stock acquired in the 1996 recapitalization, the Lee Group shall have "demand"
registrations. The shareholders party to the Shareholders Agreement including
the Lee Group are also entitled, subject to certain limitations, to include
shares of Common Stock held by them in other registrations of equity securities
of the Company initiated by us for our own account or pursuant to a request for
registration by the Lee Group.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of or are included in this Annual
Report on Form 10-K:
1. The financial statements listed in the Index to Consolidated Financial
Statements and Financial Statement Schedule, filed as part of this Annual
Report on Form 10-K.
2. The financial statement schedule listed in the Index to Consolidated
Financial Statements and Financial Statement Schedule, filed as part of
this Annual Report on Form 10-K.
3. The exhibits listed in the Exhibit Index filed as part of this Annual
Report on Form 10-K.
(b) Reports on Form 8-K: On August 24, 1999, we filed a Current Report on
Form 8-K in connection with our acquisition of ROV Limited. The Form 8-K was
subsequently amended on October 26, 1999.
39
RAYOVAC CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
PAGE
--------
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Operations....................... F-4
Consolidated Statements of Comprehensive Income............. F-5
Consolidated Statements of Shareholders' Equity............. F-6
Consolidated Statements of Cash Flows....................... F-7
Notes to Consolidated Financial Statements.................. F-8
Independent Auditors' Report................................ II-1
Schedule II--Valuation and Qualifying Accounts.............. II-2
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Rayovac Corporation:
We have audited the accompanying consolidated balance sheets of Rayovac
Corporation and subsidiaries as of September 30, 1998 and 1999, and the related
consolidated statements of operations, comprehensive income, shareholders'
equity, and cash flows for each of the years in the three-year period ended
September 30, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Rayovac
Corporation and subsidiaries as of September 30, 1998 and 1999, and the results
of their operations and their cash flows for each of the years in the three-year
period ended September 30, 1999 in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
KPMG LLP
Milwaukee, Wisconsin
November 5, 1999
F-2
RAYOVAC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1998 1999
ASSETS --------- ---------
Current assets:
Cash and cash equivalents................................. $ 1,594 $ 11,065
Receivables:
Trade accounts receivable, net of allowance for doubtful
receivables of $1,356 and $1,253, respectively........ 99,100 138,155
Other................................................... 2,753 3,166
Inventories............................................... 62,762 81,618
Deferred income taxes..................................... 7,991 9,271
Prepaid expenses and other................................ 6,738 13,578
--------- ---------
Total current assets.............................. 180,938 256,853
--------- ---------
Property, plant and equipment, net.......................... 71,367 110,778
Deferred charges and other.................................. 11,567 24,146
Intangible assets........................................... 12,079 128,850
Debt issuance costs......................................... 7,908 12,274
--------- ---------
Total assets...................................... $ 283,859 $ 532,901
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt...................... $ 3,590 $ 22,895
Accounts payable.......................................... 64,799 85,524
Accrued liabilities:
Wages and benefits...................................... 10,080 11,481
Accrued interest........................................ 3,020 5,109
Recapitalization and other special charges.............. 6,789 6,482
Other................................................... 11,003 20,966
--------- ---------
Total current liabilities......................... 99,281 152,457
Long-term debt, net of current maturities................... 148,686 307,426
Employee benefit obligations, net of current portion........ 10,433 12,860
Deferred income taxes....................................... 1,988 8,619
Other....................................................... 1,597 5,079
--------- ---------
Total liabilities................................. 261,985 486,441
--------- ---------
Shareholders' equity:
Common stock, $.01 par value, authorized 150,000 shares;
issued 56,907 and 56,970 shares, respectively;
outstanding 27,471 and 27,490 shares, respectively...... 569 570
Additional paid-in capital................................ 103,304 103,577
Retained earnings......................................... 45,964 70,100
Accumulated other comprehensive income.................... 1,811 2,199
Notes receivable from officers/shareholders............... (890) (890)
--------- ---------
150,758 175,556
Less stock held in trust for deferred compensation plan, 24
shares.................................................... (412) --
Less treasury stock, at cost, 29,436 and 29,480 shares,
respectively.............................................. (128,472) (129,096)
--------- ---------
Total shareholders' equity........................ 21,874 46,460
========= =========
Total liabilities and shareholders' equity........ $ 283,859 $ 532,901
========= =========
See accompanying notes to consolidated financial statements.
F-3
RAYOVAC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1997 1998 1999
-------- -------- --------
Net sales................................................... $432,552 $495,733 $564,302
Cost of goods sold.......................................... 234,991 258,293 293,858
Other special charges....................................... -- -- 1,300
-------- -------- --------
Gross profit................................................ 197,561 237,440 269,144
-------- -------- --------
Operating expenses:
Selling................................................... 122,055 148,875 160,223
General and administrative................................ 29,783 33,565 38,447
Research and development.................................. 8,196 8,272 8,704
Other special charges..................................... 3,002 6,183 8,132
-------- -------- --------
163,036 196,895 215,506
-------- -------- --------
Income from operations...................................... 34,525 40,545 53,638
Interest expense............................................ 24,542 15,670 16,354
Other (income) expense, net................................. 378 (155) (314)
-------- -------- --------
Income before income taxes and extraordinary item........... 9,605 25,030 37,598
Income tax expense.......................................... 3,419 8,660 13,462
-------- -------- --------
Income before extraordinary item............................ 6,186 16,370 24,136
Extraordinary item, loss on early extinguishment of debt,
net of income tax benefit of $1,263....................... -- (1,975) --
-------- -------- --------
Net income.................................................. $ 6,186 $ 14,395 $ 24,136
======== ======== ========
Basic net income per common share:
Income before extraordinary item.......................... $ 0.30 $ 0.62 $ 0.88
Extraordinary item........................................ -- (0.08) --
======== ======== ========
Net income.................................................. $ 0.30 $ 0.54 $ 0.88
======== ======== ========
Weighted average shares of common stock outstanding......... 20,530 26,477 27,486
======== ======== ========
Diluted net income per common share:
Income before extraordinary item.......................... $ 0.30 $ 0.58 $ 0.83
Extraordinary item........................................ -- (0.07) --
-------- -------- --------
Net income.................................................. $ 0.30 $ 0.51 $ 0.83
======== ======== ========
Weighted average shares of common stock and equivalents
outstanding............................................... 20,642 28,091 29,233
======== ======== ========
See accompanying notes to consolidated financial statements.
F-4
RAYOVAC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
1997 1998 1999
-------- -------- --------
Net income.................................................. $6,186 $14,395 $24,136
Other comprehensive income:
Foreign currency translation adjustment................. 581 230 166
Minimum pension liability adjustment.................... (11) (600) 302
------ ------- -------
Other comprehensive income (loss) before tax................ 570 (370) 468
Income tax benefit (expense) related to minimum pension
liability................................................. 3 159 (80)
------ ------- -------
Other comprehensive income, net of tax...................... $6,759 $14,184 $24,524
====== ======= =======
See accompanying notes to consolidated financial statements.
F-5
RAYOVAC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ACCUMULATED OTHER
COMPREHENSIVE INCOME
------------------------------------
FOREIGN MINIMUM
COMMON STOCK ADDITIONAL CURRENCY PENSION
------------------- PAID-IN RETAINED TRANSLATION LIABILITY
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT ADJUSTMENT TOTAL
-------- -------- ---------- -------- ----------- ----------- --------
Balances at September 30, 1996..... 20,470 $500 $ 15,970 $25,383 $1,689 $(240) $1,449
Net income......................... -- -- -- 6,186 -- -- --
Sale of common stock............... 111 -- 4 -- -- -- --
Treasury stock acquired............ (556) -- -- -- -- -- --
Exercise of stock options and sale
of common stock to trust......... 556 -- -- -- -- -- --
Notes receivable from
officers/shareholders............ -- -- -- -- -- -- --
Adjustment of additional minimum
pension liability................ -- -- -- -- -- (8) (8)
Translation adjustment............. -- -- -- -- 581 -- 581
------ ---- -------- ------- ------ ----- ------
Balances at September 30, 1997..... 20,581 500 15,974 31,569 2,270 (248) 2,022
Net income......................... -- -- -- 14,395 -- -- --
Sale of common stock............... 6,823 68 87,092 -- -- -- --
Sale of common stock by trust...... -- -- -- -- -- -- --
Treasury stock acquired............ (27) -- -- -- -- -- --
Exercise of stock options.......... 94 1 238 -- -- -- --
Notes receivable from
officers/shareholders............ -- -- -- -- -- -- --
Adjustment of additional minimum
pension liability................ -- -- -- -- -- (441) (441)
Translation adjustment............. -- -- -- -- 230 -- 230
Unrealized (gain)/loss on stock
held in trust.................... -- -- -- -- -- -- --
------ ---- -------- ------- ------ ----- ------
Balances at September 30, 1998..... 27,471 569 103,304 45,964 2,500 (689) 1,811
Net income......................... -- -- -- 24,136 -- -- --
Sale of common stock by trust...... -- -- -- -- -- -- --
Treasury stock acquired............ (20) -- -- -- -- -- --
Exercise of stock options.......... 39 1 273 -- -- -- --
Adjustment of additional minimum
pension liability................ -- -- -- -- -- 222 222
Translation adjustment............. -- -- -- -- 166 -- 166
Unrealized (gain)/loss on stock
held in trust.................... -- -- -- -- -- -- --
------ ---- -------- ------- ------ ----- ------
Balances at September 30, 1999..... 27,490 $570 $103,577 $70,100 $2,666 $(467) $2,199
====== ==== ======== ======= ====== ===== ======
NOTES
RECEIVABLE FROM STOCK TOTAL
OFFICERS/ HELD IN TREASURY SHAREHOLDERS'
SHAREHOLDERS TRUST STOCK EQUITY
--------------- -------- --------- -------------
Balances at September 30, 1996..... $ (500) -- $(128,522) $(85,720)
Net income......................... -- -- -- 6,186
Sale of common stock............... -- -- 482 486
Treasury stock acquired............ -- -- (3,343) (3,343)
Exercise of stock options and sale
of common stock to trust......... -- (962) 3,343 2,381
Notes receivable from
officers/shareholders............ (1,158) -- -- (1,158)
Adjustment of additional minimum
pension liability................ -- -- -- (8)
Translation adjustment............. -- -- -- 581
------ ---- --------- --------
Balances at September 30, 1997..... (1,658) (962) (128,040) (80,595)
Net income......................... -- -- -- 14,395
Sale of common stock............... -- -- -- 87,160
Sale of common stock by trust...... -- 817 -- 817
Treasury stock acquired............ -- -- (432) (432)
Exercise of stock options.......... -- -- -- 239
Notes receivable from
officers/shareholders............ 768 -- -- 768
Adjustment of additional minimum
pension liability................ -- -- -- (441)
Translation adjustment............. -- -- -- 230
Unrealized (gain)/loss on stock
held in trust.................... -- (267) -- (267)
------ ---- --------- --------
Balances at September 30, 1998..... (890) (412) (128,472) 21,874
Net income......................... -- -- -- 24,136
Sale of common stock by trust...... -- 394 -- 394
Treasury stock acquired............ -- -- (624) (624)
Exercise of stock options.......... -- -- -- 274
Adjustment of additional minimum
pension liability................ -- -- -- 222
Translation adjustment............. -- -- -- 166
Unrealized (gain)/loss on stock
held in trust.................... -- 18 -- 18
------ ---- --------- --------
Balances at September 30, 1999..... $ (890) -- $(129,096) $ 46,460
====== ==== ========= ========
See accompanying notes to consolidated financial statements.
F-6
RAYOVAC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1997 1998 1999
--------- --------- ---------
Cash flows from operating activities:
Net income................................................ $ 6,186 $ 14,395 $ 24,136
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Extraordinary item, loss on early extinguishment of
debt.................................................. -- 3,238 --
Amortization............................................ 3,563 2,977 3,079
Depreciation............................................ 11,308 10,873 11,890
Deferred income taxes................................... 652 2,361 845
Loss (gain) on disposal of fixed assets................. (326) (2,439) 162
Curtailment gain........................................ (2,923) -- --
Settlement of deferred compensation agreement........... -- (1,243) --
Changes in assets and liabilities, net of businesses
acquired:
Accounts receivable................................... (14,665) (19,362) (29,267)
Inventories........................................... 11,987 (2,987) (4,667)
Prepaid expenses and other assets..................... (563) (7,989) (9,075)
Accounts payable and accrued liabilities.............. 30,776 (3,494) 12,435
Accrued recapitalization and other special charges.... (10,330) 2,177 999
--------- --------- ---------
Net cash provided (used) by operating activities............ 35,665 (1,493) 10,537
--------- --------- ---------
Cash flows from investing activities:
Purchases of property, plant and equipment................ (10,856) (15,931) (24,113)
Proceeds from sale of property, plant and equipment....... 52 3,678 26
Payment for acquisitions, net of cash acquired............ -- (11,124) (145,076)
--------- --------- ---------
Net cash used by investing activities....................... (10,804) (23,377) (169,163)
--------- --------- ---------
Cash flows from financing activities:
Reduction of debt......................................... (135,079) (140,024) (102,974)
Proceeds from debt financing.............................. 108,890 81,928 275,125
Cash overdraft............................................ 164 (378) 2,745
Debt issuance costs....................................... -- (150) (5,904)
Premiums paid on extinguishment of debt................... -- (3,238) --
Proceeds from direct financing lease...................... 100 200 200
Proceeds on notes receivable from officers/shareholders... -- 768 --
Issuance of stock......................................... 271 87,160 --
Acquisition of treasury stock............................. (3,343) (343) (390)
Exercise of stock options................................. 1,438 149 40
Payments on capital lease obligation...................... (426) (720) (794)
--------- --------- ---------
Net cash provided (used) by financing activities.......... (27,985) 25,352 168,048
--------- --------- ---------
Effect of exchange rate changes on cash and cash
equivalents............................................... 2 (21) 49
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents........ (3,122) 461 9,471
Cash and cash equivalents, beginning of year................ 4,255 1,133 1,594
--------- --------- ---------
Cash and cash equivalents, end of year...................... $ 1,133 $ 1,594 $ 11,065
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest.................................... $ 16,030 $ 16,767 $ 12,837
Cash paid for income taxes................................ 1,172 5,735 11,114
========= ========= =========
See accompanying notes to consolidated financial statements.
F-7
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(1) DESCRIPTION OF BUSINESS
Rayovac Corporation and its wholly owned subsidiaries (Company) manufacture
and market batteries. Products include general (alkaline, rechargeables, heavy
duty, lantern and general purpose), button cell and lithium batteries. The
Company also produces a variety of battery powered lighting devices such as
flashlights and lanterns. The Company's products are sold primarily to retailers
in the United States, Canada, Latin America, Europe, and the Far East.
(2) SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
(a) PRINCIPLES OF CONSOLIDATION AND FISCAL YEAR END
The consolidated financial statements include the financial statements
of Rayovac Corporation and its wholly owned subsidiaries. All
intercompany transactions have been eliminated. The Company's fiscal year
ends September 30. References herein to 1997, 1998 and 1999 refer to the
fiscal years ended September 30, 1997, 1998 and 1999.
(b) REVENUE RECOGNITION
The Company recognizes revenue from product sales upon shipment to the
customer which is the point at which all risks and rewards of ownership
of the product is passed. The Company is not obligated to allow for
returns.
(c) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(d) CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with original maturities of
three months or less to be cash equivalents.
(e) CONCENTRATIONS OF CREDIT RISK, MAJOR CUSTOMERS AND EMPLOYEES
The Company has one customer that represented over 10% of its net sales.
The Company derived 20%, 19% and 20% of its net sales from this customer
during 1997, 1998 and 1999 respectively.
A significant number of the Company's factory employees are represented
by labor unions. The Company believes its relationship with its employees
is good and there have been no work stoppages involving Company employees
since 1981.
F-8
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(2) SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
The Company has entered into collective bargaining agreements with
expiration dates as follows:
LOCATION EXPIRATION DATE
- -------- ---------------
Mexico City, Mexico February 2000
Fennimore, WI March 2000
Madison, WI August 2000
Washington, UK--Staff September 2000
Washington, UK--Production November 2000
Valencia, Venezuela January 2001
Guatemala City, Guatemala March 2001
Portage, WI July 2002
Hayward, CA May 2003
Approximately 57% of the total labor force is covered by collective
bargaining agreements. Bargaining agreements that expire in 2000
represent approximately 30% of the total labor force.
(f) DISPLAYS AND FIXTURES
The costs of displays and fixtures are capitalized and recorded as a
prepaid asset and charged to expense when shipped to a customer location.
Such prepaid assets amount to approximately $1,799 and $1,839 as of
September 30, 1998 and 1999 respectively.
(g) INVENTORIES
Inventories are stated at lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method for approximately 100% and
81% of the inventories at September 30, 1998 and 1999, respectively.
Costs for other inventories at September 30, 1999 have been determined
primarily using the average cost method.
(h) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation on plant
and equipment is calculated on the straight-line method over the
estimated useful lives of the assets. Depreciable lives by major
classification are as follows:
Building and improvements 20-30 years
Machinery, equipment and other 2-15 years
The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company evaluates recoverability of assets to
be held and used by comparing the carrying amount of an asset to future
net cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair
value of the assets. Assets to be disposed of are reported at the lower
of the carrying amount or fair value less costs to sell.
F-9
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(2) SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
(i) INTANGIBLE ASSETS
Intangible assets are recorded at cost and are amortized, using the
straight-line method, over their estimated useful lives. Excess cost over
fair value of net assets acquired (goodwill) is amortized over 15 to
40 years. The trade name acquired during 1999 is being amortized over
40 years. Other intangibles are amortized over 3 to 17 years. The Company
assesses the recoverability of its intangible assets by determining
whether the amortization of the remaining balance over its remaining life
can be recovered through projected undiscounted future cash flows. If
projected future cash flows indicate that the unamortized carrying value
of intangible assets will not be recovered, an adjustment would be made
to reduce the carrying value to an amount equal to projected future cash
flows discounted at the Company's incremental borrowing rate. Cash flow
projections are based on trends of historical performance and
management's estimate of future performance, giving consideration to
existing and anticipated competitive and economic conditions.
(j) DEBT ISSUANCE COSTS
Debt issuance costs are capitalized and amortized to interest expense
over the lives of the related debt agreements.
(k) ACCOUNTS PAYABLE
Included in accounts payable at September 30, 1998 and 1999, is
approximately $5,098 and $7,843, respectively, of book overdrafts on
disbursement accounts which were replenished when checks were presented
for payment.
(l) INCOME TAXES
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
(m) FOREIGN CURRENCY TRANSLATION
Assets and liabilities of the Company's foreign subsidiaries are
translated at the rate of exchange existing at year-end, with revenues,
expenses, and cash flows translated at the average of the monthly
exchange rates. Adjustments resulting from translation of the financial
statements are recorded as a component of accumulated other comprehensive
income. Exchange losses on foreign currency transactions aggregating
$639, $334 and $708 for 1997, 1998 and 1999, respectively, are included
in other expense, net, in the Consolidated Statements of Operations.
F-10
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(2) SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
(n) ADVERTISING COSTS
The Company incurred expenses for advertising of $24,326, $33,441 and
$33,292 in 1997, 1998 and 1999, respectively. The Company expenses
advertising production costs the first time the advertising takes place.
(o) RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense in the year they
are incurred.
(p) NET INCOME PER COMMON SHARE
Basic net income per common share is computed by dividing net income
available to common shareholders by the weighted-average number of common
shares outstanding for the period. Basic net income per common share does
not consider common stock equivalents. Diluted net income per common
share reflects the dilution that would occur if convertible debt
securities and employee stock options were exercised or converted into
common shares or resulted in the issuance of common shares that then
shared in the net income of the entity. The computation of diluted net
income per common share uses the "if converted" and "treasury stock"
methods to reflect dilution. The difference between the numbers of shares
used in the two calculations is due to assumed conversion of employee
stock options where the exercise price is less than the market price of
the underlying stock.
Net income per common share is calculated based upon the following
shares:
1997 1998 1999
-------- -------- --------
Basic............................................... 20,530 26,477 27,486
Effect of assumed conversion of stock options....... 112 1,614 1,747
------ ------ ------
Diluted............................................. 20,642 28,091 29,233
====== ====== ======
(q) DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are used by the Company principally in
the management of its interest rate, foreign currency and raw material
price exposures. The Company does not hold or issue derivative financial
instruments for trading purposes.
The Company uses interest rate swaps to manage its interest rate risk.
The net amounts to be paid or received under interest rate swap
agreements designated as hedges are accrued as interest rates change, and
are recognized over the life of the swap agreements, as an adjustment to
interest expense from the underlying debt to which the swap is
designated. The related amounts payable to, or receivable from, the
counter-parties are included in accrued liabilities or accounts
receivable. The Company has entered into a series of interest rate swap
agreements which effectively fix the interest rate on floating rate debt
at a rate of 6.16% for a notional principal amount of $62,500 through
October 1999 and at a rate of 6.404% for a notional principal amount of
$75,000 for the period October 1999 through October 2002. The unrealized
portion of the fair value of these contracts at September 30, 1999 was
($324).
F-11
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(2) SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
The Company has entered into an amortizing cross currency interest rate
swap agreement related to financing the acquisition of Brisco. The
agreement effectively fixes the interest and foreign exchange on floating
rate debt denominated in U.S. Dollars at a rate of 5.34% denominated in
German Marks. The unamortized notional principal amount at September 30,
1999 is $3,208. The fair value at September 30, 1999 was ($134).
The Company enters into forward foreign exchange contracts to mitigate
the risk from anticipated settlement in local currencies of inter-company
purchases and sales. These contracts generally require the Company to
exchange foreign currencies for U.S. dollars. The contracts are marked to
market, and the related adjustment is recognized in other expense
(income). The related amounts payable to, or receivable from, the
counter-parties are included in accounts payable or accounts receivable.
The Company has $4,944 of forward exchange contracts at September 30,
1999. The unrealized portion of the fair value of the contracts at
September 30, 1999 was immaterial.
The Company also enters into forward foreign exchange contracts to hedge
the risk from anticipated settlement in local currencies of trade sales.
These contracts generally require the Company to exchange foreign
currencies for Pounds Sterling. The related amounts receivable from the
trade customers are included in accounts receivable. The Company has
approximately $5,600 of such forward exchange contracts at September 30,
1999. The unrealized portion of the fair value of the contracts at
September 30, 1999, was $124.
The Company enters into forward foreign exchange contracts to hedge the
risk from settlement in local currencies of trade purchases. These
contracts generally require the Company to exchange foreign currencies
for U.S. Dollars and Pounds Sterling. The Company has entered into
foreign exchange contracts to hedge payment obligations denominated in
Japanese Yen under a commitment to purchase certain production equipment.
The Company has $848 of such forward exchange contracts outstanding at
September 30, 1999. See related purchase commitment discussed in the
commitments and contingencies note. The fair value at September 30, 1999
was $109.
The Company is exposed to risk from fluctuating prices for zinc used in
the manufacturing process. The Company hedges some of this risk through
the use of commodity swaps, calls and puts. The swaps effectively fix the
floating price on a specified quantity of a commodity through a specified
date. Buying calls allows the Company to purchase a specified quantity of
a commodity for a fixed price through a specified date. Selling puts
allows the buyer of the put to sell a specified quantity of a commodity
to the Company for a fixed price through a specific date. The maturity
of, and the quantities covered by, the contracts highly correlate to the
Company's anticipated purchases of the commodities. The cost of the
calls, and the premiums received from the puts, are amortized over the
life of the contracts and are recorded in cost of goods sold, along with
the effects of the swap, put and call contracts.
At September 30, 1999, the Company had entered into a series of swaps
for zinc with a contract value of $5,232 for the period September 1999
through September 2000. While these transactions have no carrying value,
the unrealized portion of the fair value of these contracts at
September 30, 1999, was $701.
F-12
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(2) SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
(r) FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of financial instruments approximate the fair value
of those instruments except for the $65,000 of Senior Subordinated Notes
due November 2006 with interest payable semi-annually at 10 1/4%. The
fair value of these notes at September 30, 1999 was $66,604 (See also
note 2(q)).
(s) ENVIRONMENTAL EXPENDITURES
Environmental expenditures which relate to current ongoing operations or
to conditions caused by past operations are expensed. The Company
determines its liability on a site-by-site basis and records a liability
at the time when it is probable and can be reasonably estimated. The
estimated liability is not reduced for possible recoveries from insurance
carriers.
(t) OTHER COMPREHENSIVE INCOME
Effective October 1, 1998, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income,"
which established new rules for the reporting and presentation of
comprehensive income and its components in a full set of financial
statements. The Company's comprehensive income is comprised of net
income, foreign currency translation adjustment, and minimum pension
liability adjustments. The adoption of SFAS No. 130 had no impact on the
Company's financial position or results of operations.
(u) RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the
current year presentation.
(v) IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. This Statement requires companies to
record derivatives on the balance sheet as assets and liabilities,
measured at fair value. Gains or losses resulting from changes in the
values of those derivatives would be accounted for depending on the use
of the derivative and whether it qualifies for hedge accounting. In 1999,
the FASB issued SFAS No. 137 which deferred the effective date of SFAS
No. 133. This Statement is effective for fiscal years beginning after
June 15, 2000, with earlier adoption encouraged. The Company will adopt
this accounting standard, as required, October 1, 2000. The Company does
not believe the adoption of SFAS No. 133 will have a material impact on
the financial position or results of operations of the Company.
F-13
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(3) INVENTORIES
Inventories consist of the following:
SEPTEMBER 30,
-------------------
1998 1999
-------- --------
Raw material................................................ $22,311 $29,014
Work-in-process............................................. 16,230 15,888
Finished goods.............................................. 24,221 36,716
------- -------
$62,762 $81,618
======= =======
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
SEPTEMBER 30,
-------------------
1998 1999
-------- --------
Land, building and improvements............................. $12,208 $ 16,483
Machinery, equipment and other.............................. 122,914 175,550
Construction in process..................................... 20,431 26,328
------- --------
155,553 218,361
Less accumulated depreciation............................... 84,186 107,583
------- --------
$71,367 $110,778
======= ========
Machinery, equipment and other includes capitalized leases, net of
amortization, totaling $2,198 and $1,913 at September 30, 1998 and 1999,
respectively.
(5) INTANGIBLE ASSETS
Intangible assets consist of the following:
SEPTEMBER 30,
-------------------
1998 1999
-------- --------
Excess cost over fair value of assets acquired (goodwill)... $ 8,421 $ 36,874
Trade name.................................................. -- 90,000
Non-competition agreement................................... 1,730 1,730
Underfunded pension......................................... 2,335 2,263
Proprietary technology...................................... 525 525
------- --------
13,011 131,392
Less: Accumulated amortization.............................. 932 2,542
------- --------
$12,079 $128,850
======= ========
The increases in intangible assets from 1998 to 1999 were primarily due to
the current year acquisition of ROV Limited (see note 16).
F-14
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(6) DEBT
Debt consists of the following:
SEPTEMBER 30,
-------------------
1998 1999
-------- --------
Revolving credit facility................................... $ 77,200 $181,300
Term loan facility.......................................... -- 75,000
Acquisition Facility........................................ 7,800 --
Series B Senior Subordinated Notes, due November 1, 2006,
with interest at 10 1/4% payable semi-annually............ 65,000 65,000
Capitalized lease obligations............................... 1,435 1,098
Notes and obligations, weighted average interest rate of
10.59% at September 30, 1999.............................. 841 7,923
-------- --------
152,276 330,321
Less current maturities..................................... 3,590 22,895
-------- --------
Long-term debt.............................................. $148,686 $307,426
======== ========
On September 12, 1996, the Company executed a Credit Agreement ("Old
Agreement") with a group of financial institutions and other accredited
investors. The Old Agreement provided for senior bank facilities, including term
and revolving credit facilities in an aggregate amount of $170,000. The term
facility included three tranches totaling $105,000 and the revolving credit
facility provided for aggregate working capital loans up to $65,000 reduced by
outstanding letters of credit ($10,000 limit) and other existing credit
facilities and outstanding obligations.
On December 30, 1997, the Company entered into an Amended and Restated
Credit Agreement ("First Restated Agreement"). The First Restated Agreement
provided for senior bank facilities, including revolving and acquisition credit
facilities in an aggregate amount of $160,000. The revolving credit facility
provided for aggregate working capital loans up to $90,000 reduced by
outstanding letters of credit ($10,000 limit) and other existing credit
facilities and outstanding obligations. The acquisition facility provided for
aggregate qualifying acquisition loans up to $70,000.
On August 9, 1999, the Company entered into an Amended and Restated Credit
Agreement ("Second Restated Agreement"). The Second Restated Agreement provides
for senior bank facilities, including term and revolving credit facilities in an
aggregate amount of $325,000. Interest on borrowings is computed, at the
Company's option, based on the base rate, as defined ("Base Rate"), or the
Interbank Offering Rate ("IBOR"). The Company recorded $3,700 of fees paid as a
result of the amendments as a debt issuance cost which is being amortized over
the remaining life of the Second Restated Agreement.
The term facility totals $75,000. The facility provides for quarterly
amortization totaling $10,000 in 2000, $15,000 in 2001, 2002 and 2003, and
$20,000 in 2004. The term facility also provides for annual prepayments, over
and above the normal amortization. Such payments would be a portion of "Excess
Cash Flow" (EBITDA less certain operating expenditures including scheduled
principal payments of long-term debt). The revolving credit facility provides
for aggregate working capital loans up to $250,000 reduced by outstanding
letters of credit ($20,000 limit) and other existing credit facilities and
outstanding obligations.
F-15
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(6) DEBT (CONTINUED)
Interest on borrowings is at the Base Rate plus a margin (.00% to .75%) per
annum (9.00% at September 30, 1999) or IBOR plus a margin (0.75% to 1.75%) per
annum (7.42% at September 30, 1999). The Company had outstanding letters of
credit of approximately $6,200 at September 30, 1999. A fee (.75% to 1.75%) per
annum (1.75% at September 30, 1999) is payable on the outstanding letters of
credit. The Company also incurs a fee of .25% per annum of the average daily
maximum amount available to be drawn on each letter of credit issued. If an
equity offering is not completed by September 30, 2002, the revolving credit
facility is reduced by $25,000 on September 30, 2002 and on 2003.
The Second Restated Agreement contains financial covenants with respect to
borrowings which include maintaining minimum interest coverage and maximum
leverage ratios. The limits imposed by such ratios vary depending on whether or
not the Company executes equity offerings during the term of the agreement. In
addition, the Second Restated Agreement restricts the Company's ability to incur
additional indebtedness, create liens, make investments or specified payments,
give guarantees, pay dividends, make capital expenditures, and merge or acquire
or sell assets. The Company is in compliance with the restrictive covenants of
the Second Restated Agreement. The Company is required to pay a commitment fee
(.25% to .50%) per annum (.50% at September 30, 1999) on the average
daily-unused portion of the facilities. The facilities' margin and commitment
fee may be adjusted if the Company's leverage ratio, as defined, increases or
decreases. Borrowings under the Second Restated Agreement are collateralized by
substantially all of the assets of the Company.
The 10 1/4% Series B Senior Subordinated Notes ("Notes") will mature on
November 1, 2006. In connection with the Company's initial public offering of
common stock, $35,000 of the outstanding Notes were redeemed in December 1997.
The Company recorded the $3,238 premium paid as a result of the early redemption
as an extraordinary item. On or after November 1, 2001, the Notes will be
redeemable at the option of the Company, in whole or in part, at prescribed
redemption prices plus accrued and unpaid interest.
In connection with the acquisition of the consumer battery business of ROV
Limited ("Acquisition"), the Company obtained the consent of the holders of the
Notes to certain amendments to the Indenture governing these Notes. On
February 26, 1999 the Company entered into a Supplemental Indenture ("First
Supplemental Indenture") to allow the Company to finance the Acquisition
entirely with senior secured debt. The amendments were to become effective upon
the Company giving notice of its decision to consummate the Acquisition on or
before April 30, 1999. Such notice was not given and the First Supplemental
Indenture did not become effective.
On August 6, 1999 the Company entered into a Second Supplemental Indenture
("Second Supplemental Indenture") to allow the Company to finance the
Acquisition entirely with senior secured debt. As a result of The Second
Supplemental Indenture, in addition to ROV Holding, Inc., the Company's directly
and wholly owned subsidiaries Rovcal and Vidor Battery Company also became joint
and several guarantors. The Second Supplemental Indenture became effective upon
notice by the Company of its intent to proceed with the amendments. Such notice
was given on August 9, 1999. The Company recorded $2,200 of fees paid as a
result of the amendments as a debt issuance cost which is being amortized over
the remaining life of the Notes.
Upon a change in control, the Company shall be required to repurchase all or
any part of the Notes at a purchase price equal to 101% of the aggregate
principal amount. The Company is also required to offer
F-16
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(6) DEBT (CONTINUED)
to repurchase all or a portion of the Notes upon consummation of an asset sale,
as defined, in excess of $5,000.
The terms of the Notes restrict or limit the ability of the Company and its
subsidiaries to, among other things, (i) pay dividends or make other restricted
payments, (ii) incur additional indebtedness and issue preferred stock,
(iii) create liens, (iv) incur dividend and other payment restrictions affecting
subsidiaries, (v) enter into mergers, consolidations, or sales of all or
substantially all of the assets of the Company, (vi) make asset sales,
(vii) enter into transactions with affiliates, and (viii) issue or sell capital
stock of wholly owned subsidiaries of the Company. The Company is in compliance
with the terms of the Notes. Payment obligations under the Notes are fully and
unconditionally guaranteed on a joint and several basis by the Company's
directly and wholly owned subsidiaries, ROV Holding, Inc., Rovcal, and Vidor
Battery Company, each a guarantor. Vidor Battery Company was dissolved and the
assets transferred to the Company on September 2, 1999.The foreign subsidiaries
of the Company currently do not guarantee the payment obligations under the
Notes (Nonguarantor Subsidiaries), and are wholly owned directly or indirectly
by ROV Holding, Inc. (See note 18).
The aggregate scheduled maturities of debt are as follows:
2000......................................... $ 22,895
2001......................................... 15,368
2002......................................... 40,022
2003......................................... 40,022
2004......................................... 147,014
Thereafter................................... 65,000
--------
$330,321
========
In 1999, the Company entered into capital leases with an aggregate
obligation of $475. Aggregate capitalized lease obligations are payable in
installments of $709 in 2000, $345 in 2001, $22 in 2002 and $22 in 2003. $99
payable in 2000 is due in Pounds Sterling. $22 payable in each of 2000, 2001,
2002 and 2003 is due in Mexican Pesos.
The carrying values of the debt instruments noted above are approximately
99% of their estimated fair values.
(7) SHAREHOLDERS' EQUITY
In January 1997, the Company established a trust to fund future payments
under a deferred compensation plan. Certain employees eligible to participate in
the plan assigned stock options to the plan. The trust exercised the options and
purchased 160 shares of the Company's common stock. In June 1998, the trust sold
136 shares in connection with a secondary offering of common stock. The
remaining 24 shares held by the trust at September 30, 1998, valued at $412,
were sold during 1999.
On October 22, 1997, the shareholders of the Company approved the
authorization of 5,000 shares of preferred stock, $.01 par value, and an
increase in authorized shares of common stock from 90,000 to 150,000.
F-17
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(7) SHAREHOLDERS' EQUITY (CONTINUED)
On November 21, 1997, the Company completed an initial public offering of
approximately 6,800 shares of Common Stock. The net proceeds of approximately
$87,900 after deducting the underwriting discounts and offering expenses were
used to repurchase $35,000 principal amount of Notes, pay the associated
premium, and repay approximately $49,700 of the Company's term loan facility.
On June 30, 1998, the Thomas H. Lee Group and its affiliates sold
approximately 5,300 shares and certain Rayovac officers and employees sold
approximately 1,100 shares in a secondary offering of common stock. The Company
did not receive any proceeds from the sale of the shares but incurred expenses
for the offering of approximately $900.
(8) STOCK OPTION PLANS
In 1996, the Company's Board of Directors ("Board") approved the Rayovac
Corporation 1996 Stock Option Plan ("1996 Plan"). Under the 1996 Plan, stock
options to acquire up to 3,000 shares of common stock, in the aggregate, may be
granted to select employees and directors of the Company under either or both a
time-vesting or a performance-vesting formula at an exercise price equal to the
market price of the common stock on the date of grant. The time-vesting options
become exercisable primarily in equal 20% increments over a five-year period.
The performance-vesting options become exercisable at the end of ten years with
accelerated vesting over each of the first five years if the Company achieves
certain performance goals. Accelerated vesting may occur upon sale of the
Company, as defined in the 1996 Plan. As of September 30, 1999, there were
options with respect to 2,127 shares of common stock outstanding under the 1996
Plan.
In 1997, the Board adopted the 1997 Rayovac Incentive Plan ("Incentive
Plan"). The Incentive Plan replaces the 1996 Plan and no further awards will be
granted under the 1996 Plan other than awards of options for shares up to an
amount equal to the number of shares covered by options that terminate or expire
prior to being exercised. Under the Incentive Plan, the Company may grant to
employees and non-employee directors stock options, stock appreciation rights
("SARs"), restricted stock, and other stock-based awards, as well as cash-based
annual and long-term incentive awards. Accelerated vesting will occur in the
event of a change in control, as defined in the Incentive Plan. Up to 3,000
shares of common stock may be issued under the Incentive Plan. The Incentive
Plan expires in August 2007. As of September 30, 1999, there were options with
respect to 700 shares of common stock outstanding under the Incentive Plan.
A summary of the status of the Company's plans is as follows:
1997 1998 1999
------------------------- ------------------------- -------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
-------- -------------- -------- -------------- -------- --------------
Outstanding, beginning of period.... 1,464 $4.30 2,318 $ 4.33 2,561 $ 7.17
Granted............................. 1,410 5.03 442 20.52 447 18.71
Exercised........................... (556) 6.01 (107) 3.81 (39) 4.39
Forfeited........................... -- -- (92) 4.39 (142) 5.18
------ ----- ----- ------ ----- ------
Outstanding, end of period.......... 2,318 $4.33 2,561 $ 7.17 2,827 $ 9.14
====== ===== ===== ====== ===== ======
Options exercisable, end of
period............................ 496 $4.13 828 $ 4.47 876 $ 6.05
====== ===== ===== ====== ===== ======
F-18
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(8) STOCK OPTION PLANS (CONTINUED)
The following table summarizes information about options outstanding and
outstanding and exercisable as of September 30, 1999:
OPTIONS OUTSTANDING
OPTIONS OUTSTANDING AND EXERCISABLE
--------------------------- --------------------------
NUMBER WEIGHTED-AVERAGE WEIGHTED- WEIGHTED-
RANGE OF OF REMAINING AVERAGE NUMBER OF AVERAGE
EXERCISE PRICES SHARES CONTRACTUAL LIFE EXERCISE PRICE SHARES EXERCISE PRICE
- --------------------- -------- ---------------- -------------- --------- --------------
$4.39 1,947 7 years $ 4.39 785 $ 4.39
$ 15.875--23.375 823 9.5 19.10 91 20.43
$25.00--29.50 57 9.5 27.12 -- --
The Company has adopted the provisions of SFAS No. 123, ACCOUNTING FOR
STOCK-BASED COMPENSATION, and continues to apply Accounting Principles Board
Opinion No. 25 and related interpretations in accounting for its stock plans.
Accordingly, no compensation cost has been recognized for the stock option
plans. If the Company had elected to recognize compensation cost for all of the
plans based upon the fair value at the grant dates for awards under those plans,
consistent with the method prescribed by SFAS No. 123, net income per common
share would have been reduced to the pro forma amounts indicated below:
1997 1998 1999
-------- -------- --------
Net income reported....................................... $6,186 $14,395 $24,136
Pro forma net income...................................... $5,680 $13,645 $22,697
Pro forma basic net income per common share............... $ 0.28 $ 0.52 $ 0.83
Pro forma diluted net income per common share............. $ 0.28 $ 0.49 $ 0.78
The fair value of the Company's stock options used to compute pro forma net
income and diluted net income per common share disclosures is the estimated fair
value at grant date using the Black-Scholes option-pricing model with the
following weighted-average assumptions:
1997 1998 1999
-------- -------- --------
Assumptions used:
Volatility.............................................. -- 26.2% 28.0%
Risk-free interest rate................................. 6.78% 5.01% 6.22%
Expected life........................................... 8 years 8 years 8 years
Dividend yield.......................................... -- -- --
Weighted-average grant-date
fair value of options granted during period............. $1.84 $8.99 $9.15
The Black-Scholes option-pricing model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility. Because
the Company's options have characteristics significantly different from traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in the opinion of management, the existing
models do not necessarily provide a reliable single value of its options and may
F-19
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(8) STOCK OPTION PLANS (CONTINUED)
not be representative of the future effects on reported net income or the future
stock price of the Company. For purposes of proforma disclosure, the estimated
fair value of the options is amortized to expense over the option's vesting
period.
(9) INCOME TAXES
Pretax income (income before income taxes and extraordinary item) and income
tax expense consist of the following:
1997 1998 1999
-------- -------- --------
Pretax income:
United States........................................... $6,214 $19,352 $26,929
Outside the United States............................... 3,391 2,440 10,669
------ ------- -------
Total pretax income....................................... $9,605 21,792 37,598
====== ======= =======
Income tax expense (benefit):
Current:
Federal............................................... $2,926 $ 3,533 $ 7,908
Foreign............................................... (176) 1,667 3,988
State................................................. 17 (164) 528
------ ------- -------
Total current........................................... 2,767 5,036 12,424
------ ------- -------
Deferred:
Federal............................................... (842) 2,243 784
Foreign............................................... 809 (606) 55
State................................................. 685 724 199
------ ------- -------
Total deferred............................................ 652 2,361 1,038
------ ------- -------
$3,419 $ 7,397 $13,462
====== ======= =======
In June 1998, a tax benefit of $1,263 was recorded in conjunction with the
loss on early extinguishment of debt.
The following reconciles the Federal statutory income tax rate with the
Company's effective tax rate:
1997 1998 1999
-------- -------- --------
Statutory Federal income tax rate........................... 35.0% 35.0% 35.0%
DISC/FSC commission income.................................. (1.2) (1.6) (0.7)
Effect of foreign items and rate differentials.............. 0.3 0.8 1.6
State income taxes, net..................................... 4.9 4.1 1.2
Reduction of prior year tax provision....................... (3.0) (2.8) (2.0)
Other....................................................... (0.4) (1.6) 0.7
---- ---- ----
35.6% 33.9% 35.8%
==== ==== ====
F-20
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(9) INCOME TAXES (CONTINUED)
The tax effects of temporary differences which give rise to significant
portions of the deferred tax assets and deferred tax liabilities are as follows:
SEPTEMBER 30,
-------------------
1998 1999
-------- --------
Current deferred tax assets:
Other special charges..................................... $ 1,815 $ 2,205
Inventories and receivables............................... 1,259 2,091
Marketing and promotional accruals........................ 2,177 1,009
Employee benefits......................................... 1,211 1,839
Environmental accruals.................................... 589 874
Other..................................................... 940 1,253
------- -------
Total current deferred tax assets........................... 7,991 9,271
------- -------
Noncurrent deferred tax assets:
Employee benefits......................................... 2,316 2,296
Package design expense.................................... 1,169 1,279
Promotional expense....................................... 360 --
Other..................................................... 2,688 1,319
------- -------
Total noncurrent deferred tax assets........................ 6,533 4,894
------- -------
Noncurrent deferred tax liabilities:
Property, plant, and equipment............................ (8,482) (12,923)
Other..................................................... (39) (119)
------- -------
Total noncurrent deferred tax liabilities................... (8,521) (13,042)
------- -------
Net noncurrent deferred tax liabilities..................... $(1,988) $(8,148)
======= =======
At September 30, 1999, noncurrent deferred tax assets of $471 are included
in Deferred charges and other on the Consolidated Balance Sheet.
The change in the net deferred tax asset contains approximately $3,800 of
net deferred tax liabilities related to the Acquisition.
During 1999, the Company utilized state net operating loss carry-forwards of
approximately $3,700. At September 30, 1999, the Company has state net operating
loss carry-forwards of $936 which begin to expire in 2003 and will fully expire
in 2013.
The Company believes that it is more likely than not that the results of
future operations will generate sufficient taxable income to realize the
deferred tax assets.
Provision has not been made for United States income taxes on a portion of
the undistributed earnings of the Company's foreign subsidiaries (approximately
$5,547 and $9,084 at September 30, 1998 and 1999, respectively), either because
any taxes on dividends would be offset substantially by foreign tax credits or
because the Company intends to reinvest those earnings. Such earnings would
become taxable
F-21
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(9) INCOME TAXES (CONTINUED)
upon the sale or liquidation of these foreign subsidiaries or upon remittance of
dividends. It is not practicable to estimate the amount of the deferred tax
liability on such earnings.
(10) LEASES
Future minimum rental commitments under noncancelable operating leases,
principally pertaining to land, buildings and equipment, are as follows:
2000....................................................... $ 5,554
2001....................................................... 4,765
2002....................................................... 4,065
2003....................................................... 3,496
2004....................................................... 3,070
Thereafter................................................. 20,665
-------
$41,615
=======
The leases on the properties require annual lease payments of $482 subject
to annual inflationary increases. All of the leases expire during the years 2000
through 2013.
Total rental expenses were $8,126, $7,397, and $6,902 for 1997, 1998, and
1999, respectively.
(11) EMPLOYEE BENEFIT PLANS
PENSION BENEFITS
The Company has various defined benefit pension plans covering substantially
all of its domestic hourly employees and union members. Plans generally provide
benefits of stated amounts for each year of service. The Company's practice is
to fund pension costs at amounts within the acceptable ranges established by the
Employee Retirement Income Security Act of 1974, as amended.
The Company also has various nonqualified deferred compensation agreements
with certain of its employees. Under certain agreements, the Company has agreed
to pay certain amounts annually for the first 15 years subsequent to retirement
or to a designated beneficiary upon death. It is management's intent that life
insurance contracts owned by the Company will fund these agreements. Under the
other agreements the Company has agreed to pay such deferral amounts in up to 15
annual installments beginning on a date specified by the employee, subsequent to
retirement or disability, or to designated beneficiary upon death. The Company
established a rabbi trust to fund these agreements.
OTHER BENEFITS
The Company provides certain health care and life insurance benefits to
eligible retired employees. Participants earn retiree health care benefits after
reaching age 45 over the next 10 succeeding years of service and remain eligible
until reaching age 65. The plan is contributory; retiree contributions have been
F-22
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(11) EMPLOYEE BENEFIT PLANS (CONTINUED)
established as a flat dollar amount with contribution rates expected to increase
at the active medical trend rate. The plan is unfunded. The Company is
amortizing the transition obligation over a 20-year period.
PENSION BENEFITS OTHER BENEFITS
------------------- -------------------
1998 1999 1998 1999
-------- -------- -------- --------
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year............. $55,587 $ 50,198 $ 2,404 $ 2,218
Service cost........................................ 569 495 245 236
Interest cost....................................... 3,783 1,431 173 156
Amendments.......................................... (5,290) 34 -- --
Actuarial gain...................................... 1,750 (573) (469) 454
Benefits paid....................................... (6,201) (34,747) (135) (186)
------- -------- ------- -------
Benefit obligation at end of year................... $50,198 $ 16,838 $ 2,218 $ 2,878
======= ======== ======= =======
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year...... $46,438 $ 42,742 $ -- $ --
Actual return on plan assets........................ 2,766 735 -- --
Employer contribution............................... 60 1,357 135 186
Benefits paid....................................... (6,201) (34,747) (135) (186)
Plan expenses paid.................................. (322) (132) -- --
------- -------- ------- -------
Fair value of plan assets at end of year............ $42,741 $ 9,955 $ -- $ --
======= ======== ======= =======
Funded status........................................... $(7,457) $ (6,883) $(2,218) $(2,878)
Unrecognized net transition obligation.............. 343 301 551 511
Unrecognized prior service cost..................... 2,434 2,235 -- --
Unrecognized net actuarial loss..................... 245 191 464 895
Adjustment for minimum liability.................... (3,024) (2,730) -- --
------- -------- ------- -------
Accrued benefit cost................................ $(7,459) $ (6,886) $(1,203) $(1,472)
======= ======== ======= =======
Weighted-average assumptions:
Discount rate....................................... 7.25% 7.5% 7.25% 7.25%
Expected return on plan assets...................... 9.0% 9.0% 0.0% 0.0%
PENSION BENEFITS OTHER BENEFITS
------------------------------ ------------------------------
1997 1998 1999 1997 1998 1999
-------- -------- -------- -------- -------- --------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost...................................... $ 1,705 $ 569 $ 495 $249 $245 $236
Interest cost..................................... 3,834 3,783 1,431 179 173 156
Actual return on assets........................... (6,191) (2,766) (735) -- -- --
Amortization of prior service cost................ 242 201 233 -- -- --
Recognized net actuarial (gain) loss.............. 2,521 (905) (347) 138 114 63
------- ------- ------ ---- ---- ----
Net periodic benefit cost......................... $ 2,111 $ 882 $1,077 $566 $532 $455
======= ======= ====== ==== ==== ====
F-23
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(11) EMPLOYEE BENEFIT PLANS (CONTINUED)
Pension plan assets and obligations are measured at June 30 each year. The
contributions to the pension plans between July 1 and September 30 were $313 and
$898 in 1998 and 1999, respectively.
During 1997, the Company merged two of its defined benefit plans and ceased
future benefit accruals. The Company recognized a $2,923 curtailment gain, which
is included in other special charges in the consolidated statements of
operations. Discount rates of 6.5% and 6.58% were used in the accounting for the
curtailed plans during 1997 and 1998, respectively. In 1999, the curtailed plans
were liquidated and $34,120 in benefits were paid out. The Company has recorded
an additional minimum pension liability of $3,024 and $2,730 at September 30,
1998 and 1999, respectively, to recognize the underfunded position of certain of
its benefits plans. An intangible asset of $2,335, and $2,263 at September 30,
1998 and 1999, respectively, equal to the unrecognized prior service cost of
these plans, has also been recorded. The excess of the additional minimum
liability over the unrecognized prior service cost of $689 at September 30, 1998
and $467 at September 30, 1999, has been recorded as a component of accumulated
other comprehensive income.
The Company sponsors a defined contribution pension plan for its domestic
salaried employees, which allows participants to make contributions by salary
reduction pursuant to Section 401(k) of the Internal Revenue Code. The Company
contributes annually from 3% to 6% of participants' compensation based on age,
and may make additional discretionary contributions. The Company also sponsors
defined contribution pension plans for employees of certain foreign
subsidiaries. Company contributions charged to operations, including
discretionary amounts, for the years ended September 30, 1998 and 1999, were
$1,821 and $2,013, respectively.
For measurement purposes, annual rates of increase of 8.5%, 8.0% and 8.0% in
the per capita costs of covered health care benefits were assumed for 1997, 1998
and 1999, respectively, gradually decreasing to 5.5%. The health care cost trend
rate assumption has a significant effect on the amounts reported. For example,
increasing the assumed health care cost trend rates by one percentage point in
each year would increase the accumulated postretirement benefit obligation as of
September 30, 1999, by $184 and the aggregate of the service and interest cost
components of net periodic postretirement benefit cost for the year ended
September 30, 1999, by $41. The discount rate of 7.25% was used to determine the
accumulated postretirement benefit obligations as of September 30, 1998 and
1999.
(12) SEGMENT INFORMATION
The Company manages operations in three reportable segments based upon
geographic area. North America includes the United States and Canada; Latin
America includes Mexico, Central America, and South America; Europe/Rest of
World ("Europe/ROW") includes the United Kingdom, Europe and all other countries
in which the company does business.
The Company manufactures and markets dry cell batteries including alkaline,
zinc carbon, alkaline rechargeable, hearing aid, and other specialty batteries
and lighting products throughout the world. These product lines are sold in all
geographic areas except Latin America where revenues have historically been
derived primarily from zinc carbon and some alkaline batteries.
Net sales and cost of sales to other segments have been eliminated. The
gross contribution of inter segment sales is included in the segment selling the
product to the external customer. Segment revenues are based upon the geographic
area in which the product is sold.
F-24
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(12) SEGMENT INFORMATION (CONTINUED)
The reportable segment profits do not include interest expense, interest
income, and income tax expense. Also, not included in the reportable segments,
are corporate expenses including corporate purchasing expense, general and
administrative expense and research and development expense. All depreciation
and amortization included in income from operations is related to reportable
segments. Costs are identified to reportable segments or corporate, according to
the function of each cost center. Variable allocations of revenues and costs are
not made for segment reporting.
The reportable segment assets do not include cash, deferred tax benefits,
investments, long term inter company receivables, most deferred charges, and
miscellaneous assets. All capital expenditures are related to reportable
segments. Variable allocations of assets are not made for segment reporting.
Wal-Mart Store, Inc., the Company's largest mass merchandiser customer,
represented 20%, 19% and 20% of its net sales during 1997, 1998, and 1999,
respectively, primarily in North America.
REVENUES FROM EXTERNAL CUSTOMERS
1997 1998 1999
-------- -------- --------
North America................................. $363,010 $422,350 $478,336
Latin America................................. -- -- 19,273
Europe/ROW.................................... 69,542 73,383 66,693
-------- -------- --------
Total segments................................ $432,552 $495,733 $564,302
======== ======== ========
INTER SEGMENT REVENUES
1997 1998 1999
-------- -------- --------
North America................................. $ 18,616 $ 17,091 $ 17,162
Latin America................................. -- --
Europe/ROW.................................... 1,459 1,432 1,096
-------- -------- --------
Total segments................................ $ 20,075 $ 18,523 $ 18,258
======== ======== ========
DEPRECIATION AND AMORTIZATION
1997 1998 1999
-------- -------- --------
North America................................. $ 13,345 $ 11,440 $ 12,942
Latin America................................. -- -- 703
Europe/ROW.................................... 1,526 2,410 1,324
-------- -------- --------
Total segments................................ $ 14,871 $ 13,850 $ 14,969
======== ======== ========
F-25
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(12) SEGMENT INFORMATION (CONTINUED)
SEGMENT PROFIT
1997 1998 1999
-------- -------- --------
North America................................. $ 50,237 $ 60,732 $ 77,095
Latin America................................. -- -- 3,535
Europe/ROW.................................... 8,163 9,129 9,942
-------- -------- --------
Total segments................................ 58,400 69,861 90,572
Corporate expenses............................ 20,873 23,133 27,502
Special charges............................... 3,002 6,183 9,432
Interest expense.............................. 24,542 15,670 16,354
Other (income) expense net.................... 378 (155) (314)
-------- -------- --------
Income before income taxes and extraordinary
items....................................... $ 9,605 $ 25,030 $ 37,598
======== ======== ========
SEGMENT ASSETS
SEPTEMBER 30,
------------------------------
1997 1998 1999
-------- -------- --------
North America................................. $186,516 $227,163 $280,394
Latin America................................. -- -- 177,135
Europe/ROW.................................... 32,066 34,479 33,790
-------- -------- --------
Total segments................................ 218,582 261,642 491,319
Corporate..................................... 17,767 22,217 41,582
-------- -------- --------
Total assets at year end...................... $236,349 $283,859 $532,901
======== ======== ========
EXPENDITURES FOR SEGMENT ASSETS
1997 1998 1999
-------- -------- --------
North America................................. $ 10,117 $ 14,529 $ 22,678
Latin America................................. -- -- 622
Europe/ROW.................................... 739 1,402 813
-------- -------- --------
Total segments................................ $ 10,856 $ 15,931 $ 24,113
======== ======== ========
F-26
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(12) SEGMENT INFORMATION (CONTINUED)
PRODUCT LINE REVENUES
1997 1998 1999
-------- -------- --------
Alkaline...................................... $194,700 $243,400 $282,700
Zinc carbon................................... 45,100 38,800 55,700
Alkaline rechargeables........................ 23,500 26,800 25,600
Hearing Aid batteries......................... 64,200 73,400 74,900
Other specialty batteries..................... 42,500 44,900 48,400
Lighting products 62,600 68,400 77,000
-------- -------- --------
Total revenues from external customers........ $432,600 $495,700 $564,300
======== ======== ========
(13) COMMITMENTS AND CONTINGENCIES
In March 1998, the Company entered into an agreement to purchase certain
equipment and to pay annual royalties. In connection with this 1998 agreement,
which supersedes previous agreements dated December 1991, and March 1994, the
Company committed to pay royalties of $2,000 in 1998 and 1999, $3,000 in 2000
through 2002, and $500 in each year thereafter, as long as the related equipment
patents are enforceable (2022). The Company incurred royalty expenses of $2,000
for 1997, 1998 and 1999. Additionally, the Company has committed to purchase
$528 of tooling at September 30, 1999.
The Company has provided for the estimated costs associated with
environmental remediation activities at some of its current and former
manufacturing sites. In addition, the Company, together with other parties, has
been designated a potentially responsible party of various third-party sites on
the United States EPA National Priorities List (Superfund). The Company provides
for the estimated costs of investigation and remediation of these sites when
such losses are probable and the amounts can be reasonably estimated. The actual
cost incurred may vary from these estimates due to the inherent uncertainties
involved. The Company believes that any additional liability in excess of the
amounts provided of $2,668, which may result from resolution of these matters,
will not have a material adverse effect on the financial condition, liquidity,
or cash flow of the Company.
The Company has certain other contingent liabilities with respect to
litigation, claims and contractual agreements arising in the ordinary course of
business. In the opinion of management, such contingent liabilities are not
likely to have a material adverse effect on the financial condition, liquidity
or cash flow of the Company.
(14) RELATED PARTY TRANSACTIONS
The Company and Thomas H. Lee Company (THL Co.) are parties to a Management
Agreement pursuant to which the Company has engaged THL Co. to provide
consulting and management advisory services for an initial period of five years
through September 2001. In consideration of ongoing consulting and management
advisory services, the Company will pay THL Co. an aggregate annual fee of $360
plus expenses. The Company paid THL Co. aggregate fees and expenses of $386,
$408 and $437 for 1997, 1998 and 1999, respectively.
The Company and a shareholder of the Company (the principal shareholder
prior to the Recapitalization) are parties to agreements which include a
consulting arrangement and non-competition provisions.
F-27
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(14) RELATED PARTY TRANSACTIONS (CONTINUED)
Terms of the agreements required the shareholder to provide consulting services
for an annual fee of $200 plus expenses. The term of these agreements runs
concurrent with the Management Agreement, subject to certain conditions as
defined in the agreements. The Consulting Agreement was terminated August 1,
1997. The Company paid the shareholder $175 during the year ended
September 1997.
The Company has notes receivable from officers in the amount of $890 at
September 30, 1998 and 1999, generally payable in FY2002, which bear interest at
7% to 8%. Since the officers utilized the proceeds of the notes to purchase
common stock of the Company, directly or through the exercise of stock options,
the notes have been recorded as a reduction of shareholders' equity.
(15) OTHER SPECIAL CHARGES
During the period from July 1, 1996 through September 30, 1996, the Company
recorded special charges as follows: (i) $2,700 of charges related to the exit
of certain manufacturing operations, (ii) $1,700 of charges to increase net
deferred compensation plan obligations to reflect curtailment of such plans;
(iii) $1,500 of charges reflecting the present value of lease payments for land
which management has determined will not be used for any future productive
purpose; (iv) $6,900 in costs and asset write-downs principally related to
changes in product pricing strategies adopted by management subsequent to the
Recapitalization; and (v) $3,300 of employee termination benefits and other
charges. Payment for these costs was or is expected to be as follows: $7,700 was
paid prior to September 30, 1996; $5,600 was paid in fiscal 1997; $1,100 was
paid in fiscal 1998; $700 was paid in fiscal 1999 and $1,100 is expected to be
paid thereafter. Future payments are primarily environmental-related costs of a
former manufacturing site.
During 1997, the Company recorded special charges as follows: (i) $2,500 of
charges related to the exit of certain manufacturing and distribution operations
at the Company's Kinston, North Carolina facility by early fiscal 1998, which
includes $1,100 of employee termination benefits for 137 employees, (ii) $1,400
of employee termination benefits for 71 employees related to organizational
restructuring in Europe and the exit of certain manufacturing operations in the
Company's Newton Aycliffe, United Kingdom facility which the Company completed
in fiscal 1998, (iii) $2,000 of charges for employee termination benefits for 77
employees related to organizational restructuring in the United States which the
Company completed in fiscal 1998. The number of employees anticipated to be
terminated was approximately equal to the actual numbers referenced above. The
charges were partially offset by a $2,900 million gain related to the
F-28
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(15) OTHER SPECIAL CHARGES (CONTINUED)
curtailment of the Company's defined benefit pension plan covering all domestic
non-union employees. A summary of the 1997 restructuring activities follows:
1997 RESTRUCTURING SUMMARY
TERMINATION OTHER
BENEFITS COSTS TOTAL
----------- -------- --------
Expenses accrued................................ $4,000 $600 $4,600
Change in estimate.............................. 500 600 1,100
Expensed as incurred............................ -- 200 200
Expenditures.................................... (3,300) (700) (4,000)
------ ---- ------
Balance September 30, 1997........................ $1,200 $700 $1,900
Change in estimate.............................. (200) (400) (600)
Expenditures.................................... (1,000) (300) (1,300)
------ ---- ------
Balance September 30, 1998........................ -- -- --
====== ==== ======
During 1998, the Company recorded special charges and credits as follows:
(i) a credit of $1,243 related to the settlement of deferred compensation
agreements with certain former employees, (ii) charges of $5,280 related to
(a) the September 1998 closing of the Company's Newton Aycliffe, United Kingdom,
packaging facility, (b) the phasing out of direct distribution through
June 1998 in the United Kingdom, and (c) the September 1998 closing of one of
the Company's German sales offices, which amounts include $1,771 of employee
termination benefits for 73 employees, $1,457 of lease cancellation costs, and
$1,032 of equipment and intangible asset write-offs, and $1,020 of other costs,
(iii) charges of $2,184 related to the closing of the Company's Appleton,
Wisconsin, manufacturing facility, which amount includes $1,449 of employee
termination benefits for 153 employees, $200 of fixed asset write-offs and $535
of other costs, (iv) charges of $1,963 related to the exit of certain
manufacturing operations at the Company's Madison, Wisconsin, facility, which
amount includes $295 of employee termination benefits for 29 employees, $1,256
of fixed asset write-offs, and $412 of other costs, (v) a $2,435 gain on the
sale of the Company's previously closed Kinston, North Carolina, facility,
(vi) charges of $854 related to the secondary offering of the
F-29
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(15) OTHER SPECIAL CHARGES (CONTINUED)
Company's common stock, and (vii) miscellaneous credits of $420. A summary of
the 1998 restructuring activities follows:
1998 RESTRUCTURING SUMMARY
TERMINATION OTHER
BENEFITS COSTS TOTAL
----------- -------- --------
Expense accrued..................................... $ 3,700 $ 3,800 $ 7,500
Change in estimate.................................. (100) 500 400
Expensed as incurred................................ 200 1,300 1,500
Cash expenditures................................... (1,500) (1,400) (2,900)
Non-cash charges.................................... -- (1,600) (1,600)
------- ------- -------
Balance September 30, 1998............................ $ 2,300 $ 2,600 $ 4,900
Change in estimate.................................. (500) -- (500)
Expensed as incurred................................ 300 2,800 3,100
Cash expenditures................................... (2,000) (4,500) (6,500)
Non-cash charges.................................... -- (900) (900)
------- ------- -------
Balance September 30, 1999............................ $ 100 $ -- $ 100
======= ======= =======
During 1999, the Company recorded special charges as follows: (i) $2,528 of
employee termination benefits for 43 employees related to organizational
restructuring in the U.S. and Europe, (ii) $1,300 of charges related to the
discontinuation of the manufacturing of silver-oxide cells at the Company's
Portage, Wisconsin, facility, and (iii) $2,100 of charges related to the
termination of non-performing foreign distributors. The Company also recognized
special charges of $803 related to the investigation of financing options and
developing organizational strategies for the Latin American acquisition.
1999 RESTRUCTURING SUMMARY
TERMINATION OTHER
BENEFITS COSTS TOTAL
----------- -------- --------
Expense accrued.................................. $2,528 $3,400 $5,928
Cash expenditures................................ (246) -- (246)
------ ------ ------
Balance September 30, 1999....................... $2,282 $3,400 $5,682
====== ====== ======
(16) ACQUISITIONS
On August 9, 1999, the Company acquired the consumer battery business of ROV
Limited for approximately $145,100, net of cash. These operations market and
manufacture a line of general batteries under the Rayovac name in many Latin
American countries. They also market and distribute batteries to other countries
in South America, the Middle East, Africa and selected Asian countries. These
operations had calendar 1998 sales of $97,000. This acquisition provides Rayovac
with control of the Rayovac brand
F-30
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(16) ACQUISITIONS (CONTINUED)
rights for battery products worldwide, except for Brazil. The acquisition has
been accounted for by the purchase method and, accordingly, the results of
operations of the acquired business for the period from August 9, 1999 through
September 30, 1999 have been included in Rayovac Corporation's consolidated
financial statements. The trade name, valued at $90,000, was recorded as an
intangible asset. The excess of the purchase price over the fair value of the
net identifiable assets acquired of $28,453 has been recorded as goodwill. The
trade name and goodwill are being amortized on a straight-line basis over the
estimated useful life of 40 years.
The following unaudited pro forma financial information presents the
combined results of operations of Rayovac Corporation and ROV Limited as if the
acquisition had occurred as of October 1, 1998 and October 1, 1997, after giving
effect to certain adjustments, including amortization of goodwill, increased
interest expense on debt related to the acquisition and related income tax
affects. The pro forma financial information does not necessarily reflect the
results of operations that would have occurred had Rayovac Corporation and ROV
Limited constituted a single entity during such periods.
UNAUDITED
-------------------
1998 1999
-------- --------
Net sales............................................... $588,538 $643,213
Net income.............................................. 11,568 22,507
Basic net income per common share....................... 0.51 0.82
Diluted net income per common share..................... 0.48 0.77
(17) QUARTERLY RESULTS (UNAUDITED)
QUARTER ENDED
---------------------------------------------------
DECEMBER 27, MARCH 28, JUNE 27, SEPTEMBER 30,
1997 1998 1998 1998
------------ --------- -------- -------------
Net sales....................................... $149,995 $96,081 $111,054 $138,603
Gross profit.................................... 72,564 45,500 53,136 66,240
Income (loss) before extraordinary item......... 8,534 (982) 3,849 4,969
Net income (loss)............................... 6,559 (982) 3,849 4,969
Basic net income (loss) per common share........ 0.28 (0.04) 0.14 0.18
Diluted net income (loss) per common share...... 0.26 (0.04) 0.13 0.17
Quarter Ended
QUARTER ENDED
------------------------------------------------
JANUARY 3, APRIL 4, JULY 4, SEPTEMBER 30,
1999 1999 1999 1999
---------- -------- -------- -------------
Net sales......................................... $160,542 $110,969 $120,440 $172,351
Gross profit...................................... 78,683 52,312 57,073 81,076
Net income........................................ 9,992 3,063 6,151 4,930
Basic net income per common share................. 0.36 0.11 0.22 0.19
Diluted net income per common share............... 0.34 0.10 0.21 0.18
F-31
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(18) CONSOLIDATING FINANCIAL STATEMENTS
The following condensed consolidating financial data illustrates the
composition of the consolidated financial statements. Investments in
subsidiaries are accounted for using the equity method for purposes of the
consolidating presentation. Earnings of subsidiaries are therefore reflected in
the Company's and Guarantor Subsidiaries' investment accounts and earnings. The
principal elimination entries eliminate investments in subsidiaries and
intercompany balances and transactions. Separate financial statements of the
Guarantor Subsidiaries are not presented because management has determined that
such financial statements would not be material to investors. There are no
components of other comprehensive income related to the Guarantor Subsidiaries.
F-32
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 1999
GUARANTOR NONGUARANTOR CONSOLIDATED
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
------ ------------ ------------- ------------ ------------
ASSETS
Current assets:
Cash and cash equivalents................. $ 1,371 $ 47 $ 9,648 $ (1) $ 11,065
Receivables:
Trade accounts receivable, net of
allowance for doubtful
receivables......................... 97,746 17,978 35,158 (12,727) 138,155
Other................................. 1,642 -- 1,524 -- 3,166
Inventories............................... 58,980 -- 23,419 (781) 81,618
Deferred income taxes..................... 6,338 342 2,591 -- 9,271
Prepaid expenses and other................ 11,574 -- 2,004 -- 13,578
-------- -------- -------- --------- --------
Total current assets................ 177,651 18,367 74,344 (13,509) 256,853
Property, plant and equipment, net............ 77,224 69 33,485 -- 110,778
Deferred charges and other.................... 24,792 50,000 2,536 (53,182) 24,146
Intangible assets............................. 53,517 -- 76,462 (1,129) 128,850
Debt issuance costs........................... 12,274 -- -- -- 12,274
Investment in subsidiaries.................... 144,915 76,731 -- (221,646) --
-------- -------- -------- --------- --------
Total assets........................ $490,373 $145,167 $186,827 $(289,466) $532,901
======== ======== ======== ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt...... $ 14,936 $ -- $ 8,951 $ (992) $ 22,895
Accounts payable.......................... 74,595 -- 22,902 (11,973) 85,524
Accrued liabilities:
Wages and benefits.................... 8,709 -- 2,772 -- 11,481
Accrued interest...................... 4,975 -- 134 -- 5,109
Recapitalization and other special
charges............................. 6,426 -- 56 -- 6,482
Other................................. 14,293 (188) 13,359 (6,498) 20,966
-------- -------- -------- --------- --------
Total current liabilities........... 123,934 (188) 48,174 (19,463) 152,457
Long-term debt, net of current maturities..... 308,135 -- 52,182 (52,891) 307,426
Employee benefit obligations, net of current
portion..................................... 12,860 -- -- -- 12,860
Deferred income taxes......................... 2,179 440 6,000 -- 8,619
Other......................................... 1,339 -- 3,740 -- 5,079
-------- -------- -------- --------- --------
Total liabilities................... 448,447 252 110,096 (72,354) 486,441
Shareholders' equity:
Common stock.............................. 570 1 12,072 (12,073) 570
Additional paid-in capital................ 103,459 107,788 54,897 (162,567) 103,577
Retained earnings......................... 65,684 34,459 7,095 (37,138) 70,100
Accumulated other comprehensive income.... 2,199 2,667 2,667 (5,334) 2,199
Notes receivable from
officers/shareholders................... (890) -- -- -- (890)
-------- -------- -------- --------- --------
171,022 144,915 76,731 (217,112) 175,556
Less treasury stock, at cost.............. (129,096) -- -- -- (129,096)
Total shareholders' equity.......... 41,926 144,915 76,731 (217,112) 46,460
-------- -------- -------- --------- --------
Total liabilities and shareholders'
equity............................ $490,373 $145,167 $186,827 $(289,466) $532,901
======== ======== ======== ========= ========
F-33
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1999
GUARANTOR NONGUARANTOR CONSOLIDATED
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
-------- ------------ ------------ ------------ ------------
Net sales........................... $460,511 $37,848 $94,456 $(28,513) $564,302
Cost of goods sold.................. 231,818 36,712 53,531 (28,203) 293,858
Other special charges............... 1,300 -- -- -- 1,300
-------- ------- ------- -------- --------
Gross profit.................. 227,393 1,136 40,925 (310) 269,144
Operating expenses:
Selling........................... 139,464 646 20,113 -- 160,223
General and administrative........ 40,828 (10,879) 8,570 (72) 38,447
Research and development.......... 8,684 -- 20 -- 8,704
Other special charges............. 7,344 -- 788 -- 8,132
-------- ------- ------- -------- --------
196,320 (10,233) 29,491 (72) 215,506
-------- ------- ------- -------- --------
Income from operations........ 31,073 11,369 11,434 (238) 53,638
Interest expense.................... 15,727 -- 996 (369) 16,354
Equity in profit of subsidiary...... (16,797) (5,693) -- 22,490 --
Other (income) expense, net......... (1,126) (347) 790 369 (314)
-------- ------- ------- -------- --------
Income before income taxes.......... 33,269 17,409 9,648 (22,728) 37,598
Income tax expense.................. 8,895 612 3,955 -- 13,462
-------- ------- ------- -------- --------
Net income........................ $ 24,374 $16,797 $ 5,693 $(22,728) $ 24,136
======== ======= ======= ======== ========
F-34
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 1999
GUARANTOR NONGUARANTOR CONSOLIDATED
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
-------- ------------ ------------ ------------ ------------
Net cash provided by operating
activities........................ $ 4,230 $ 2 $ 7,542 $ (1,237) $ 10,537
Cash flows from investing
activities:
Purchases of property, plant and
equipment..................... (22,671) -- (1,442) -- (24,113)
Proceeds from sale of property,
plant, and equipment.......... 26 -- -- -- 26
Payment for acquisitions, net of
cash acquired................. (145,076) -- (--) -- (145,076)
-------- --- -------- -------- --------
Net cash used by investing
activities........................ (67,645) -- (101,518) -- (169,163)
-------- --- -------- -------- --------
Cash flows from financing
activities:
Reduction of debt............... (96,310) -- (7,900) 1,236 (102,974)
Proceeds from debt financing.... 267,673 -- 111,597 (104,145) 275,125
Other........................... (3,786) -- (317) -- (4,103)
-------- --- -------- -------- --------
Net cash provided by financing
activities........................ 63,432 -- 103,380 1,236 168,048
-------- --- -------- -------- --------
Effect of exchange rate changes on
cash and cash equivalents......... -- -- 49 -- 49
-------- --- -------- -------- --------
Net increase in cash and cash
equivalents....................... 17 2 9,453 (1) 9,471
Cash and cash equivalents, beginning
of year........................... 1,354 45 195 -- 1,594
-------- --- -------- -------- --------
Cash and cash equivalents, end of
year.............................. $ 1,371 $47 $ 9,648 $ (1) $ 11,065
======== === ======== ======== ========
F-35
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 1998
GUARANTOR NONGUARANTOR CONSOLIDATED
PARENT SUBSIDIARY SUBSIDIARIES ELIMINATIONS TOTAL
--------- ---------- ------------- ------------ ------------
ASSETS
Current assets:
Cash and cash equivalents.................... $ 1,355 $ 44 $ 195 $ -- $ 1,594
Receivables:
Trade accounts receivable, net of
allowance for doubtful receivables..... $ 80,153 -- 18,947 -- 99,100
Other.................................... 9,476 41 489 (7,253) 2,753
Inventories.................................. 53,120 -- 9,680 (38) 62,762
Deferred income taxes........................ 7,578 342 71 -- 7,991
Prepaid expenses and other................... 5,783 -- 955 -- 6,738
--------- ------- -------- -------- ---------
Total current assets................. 157,465 427 30,337 (7,291) 180,938
Property, plant and equipment, net............. 66,174 -- 5,193 -- 71,367
Deferred charges and other..................... 15,849 -- 1,781 (6,063) 11,567
Intangible assets.............................. 9,598 -- 3,700 (1,129) 12,079
Debt issuance costs............................ 7,908 -- 7,908
Investment in subsidiaries..................... 17,229 16,724 -- (33,953) --
--------- ------- -------- -------- ---------
Total assets......................... $ 274,223 $17,151 $ 41,011 $(48,526) $ 283,859
========= ======= ======== ======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt......... $ 2,360 $ -- $ 2,247 $ (1,017) $ 3,590
Accounts payable............................. 58,398 -- 12,005 (5,604) 64,799
Accrued liabilities:
Wages and benefits....................... 8,521 -- 1,559 -- 10,080
Accrued interest......................... 2,989 -- 31 -- 3,020
Recapitalization and other special
charges................................ 4,825 -- 1,964 -- 6,789
Other.................................... 9,747 (308) 2,911 (1,347) 11,003
--------- ------- -------- -------- ---------
Total current liabilities............ 86,840 (308) 20,717 (7,968) 99,281
Long-term debt, net of current maturities...... 149,441 -- 3,349 (4,104) 148,686
Employee benefit obligations, net of current
portion...................................... 10,433 -- -- -- 10,433
Deferred income taxes.......................... 2,434 230 22 (698) 1,988
Other.......................................... 1,398 -- 199 -- 1,597
--------- ------- -------- -------- ---------
Total liabilities.................... 250,546 (78) 24,287 (12,770) 261,985
Shareholders' equity:
Common stock................................. 569 -- 12,072 (12,072) 569
Additional paid-in capital................... 103,304 3,525 750 (4,275) 103,304
Retained earnings............................ 47,767 11,204 1,402 (14,409) 45,964
Accumulated other comprehensive income....... 1,811 2,500 2,500 (5,000) 1,811
Notes receivable from
officers/shareholders...................... (890) -- -- -- (890)
--------- ------- -------- -------- ---------
152,561 17,229 16,724 (35,756) 150,758
Less stock held in trust for deferred
compensation plan.......................... (412) -- -- -- (412)
Less treasury stock, at cost................. (128,472) -- -- -- (128,472)
--------- ------- -------- -------- ---------
Total shareholders' equity........... 23,677 17,229 16,724 (35,756) 21,874
--------- ------- -------- -------- ---------
Total liabilities and shareholders'
equity............................. $ 274,223 $17,151 $ 41,011 $(48,526) $ 283,859
========= ======= ======== ======== =========
F-36
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
GUARANTOR NONGUARANTOR CONSOLIDATED
PARENT SUBSIDIARY SUBSIDIARIES ELIMINATIONS TOTAL
-------- ---------- ------------ ------------ ------------
Net sales............................ $438,767 $ -- $84,786 $(27,820) $495,733
Cost of goods sold................... 234,065 -- 51,912 (27,684) 258,293
-------- ----- ------- -------- --------
Gross profit................... 204,702 -- 32,874 (136) 237,440
Operating expenses:
Selling.......................... 131,396 -- 17,479 -- 148,875
General and administrative....... 26,518 (978) 8,097 (72) 33,565
Research and development......... 8,272 -- -- -- 8,272
Other special charges............ 1,116 -- 5,017 -- 6,183
-------- ----- ------- -------- --------
167,352 (978) 30,593 (72) 196,895
-------- ----- ------- -------- --------
Income from operations......... 37,350 978 2,281 (64) 40,545
Interest expense..................... 15,204 -- 466 -- 15,670
Equity in profit of subsidiary....... (888) (771) -- 1,659 --
Other (income) expense, net.......... (994) 543 296 -- (155)
-------- ----- ------- -------- --------
Income before income taxes and
extraordinary item................. 24,028 1,206 1,519 (1,723) 25,030
Income taxes......................... 7,594 318 748 -- 8,660
-------- ----- ------- -------- --------
Income (loss) before extraordinary
item............................... 16,434 888 771 (1,723) 16,370
Extraordinary item, net of income tax
benefit............................ (1,975) -- -- -- (1,975)
-------- ----- ------- -------- --------
Net income......................... $ 14,459 $ 888 $ 771 $ (1,723) $ 14,395
======== ===== ======= ======== ========
F-37
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 1998
GUARANTOR NONGUARANTOR CONSOLIDATED
PARENT SUBSIDIARY SUBSIDIARIES ELIMINATIONS TOTAL
--------- ---------- ------------ ------------ ------------
Net cash provided (used) by operating
activities.............................. $ (10,114) $ (2) $ 2,703 $ 5,920 $ (1,493)
Cash flows from investing activities:
Purchases of property, plant and
equipment............................. (14,395) -- (1,536) -- (15,931)
Proceeds from sale of property, plant
and equipment......................... 3,334 -- 344 -- 3,678
Payment for acquisitions................ (6,271) -- (4,853) -- (11,124)
--------- ---- ------- -------- ---------
Net cash used by investing activities..... (17,332) -- (6,045) -- (23,377)
--------- ---- ------- -------- ---------
Cash flows from financing activities:
Reduction of debt....................... (135,500) -- (4,524) -- (140,024)
Proceeds from debt financing............ 79,755 -- 8,093 (5,920) 81,928
Proceeds from issuance of common
stock................................. 87,160 -- -- -- 87,160
Other................................... (3,247) -- (465) -- (3,712)
--------- ---- ------- -------- ---------
Net cash provided by financing
activities.............................. 28,168 -- 3,104 (5,920) 25,352
--------- ---- ------- -------- ---------
Effect of exchange rate changes on cash
and cash equivalents.................... -- -- (21) -- (21)
--------- ---- ------- -------- ---------
Net increase (decrease) in cash and cash
equivalents............................. 722 (2) (259) -- 461
Cash and cash equivalents, beginning of
year.................................... 633 46 454 -- 1,133
--------- ---- ------- -------- ---------
Cash and cash equivalents, end of year.... $ 1,355 $ 44 $ 195 $ -- $ 1,594
========= ==== ======= ======== =========
F-38
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SEPTEMBER 30, 1997
GUARANTOR NONGUARANTOR CONSOLIDATED
PARENT SUBSIDIARY SUBSIDIARIES ELIMINATIONS TOTAL
-------- ---------- ------------ ------------ ------------
Net sales............................ $380,872 $ -- $81,542 $(29,862) $432,552
Cost of goods sold................... 213,283 -- 52,180 (30,472) 234,991
-------- ------- ------- -------- --------
Gross profit................... 167,589 -- 29,362 610 197,561
-------- ------- ------- -------- --------
Operating expenses:
Selling............................ 104,685 -- 17,370 -- 122,055
General and administrative......... 23,617 (817) 5,655 1,328 29,783
Research and development........... 8,196 -- -- -- 8,196
Other special charges.............. 1,348 -- 1,654 -- 3,002
-------- ------- ------- -------- --------
137,846 (817) 24,679 1,328 163,036
-------- ------- ------- -------- --------
Income from operations......... 29,743 817 4,683 (718) 34,525
Interest expense..................... 24,118 -- 424 -- 24,542
Equity in profit of subsidiary....... (3,475) (2,948) -- 6,423 --
Other (income) expense, net.......... (590) 6 962 -- 378
-------- ------- ------- -------- --------
Income before income taxes........... 9,690 3,759 3,297 (7,141) 9,605
Income tax expense................... 2,786 284 349 -- 3,419
-------- ------- ------- -------- --------
Net income......................... $ 6,904 $ 3,475 $ 2,948 $ (7,141) $ 6,186
======== ======= ======= ======== ========
F-39
RAYOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 1997
GUARANTOR NONGUARANTOR CONSOLIDATED
PARENT SUBSIDIARY SUBSIDIARIES ELIMINATIONS TOTAL
-------- ---------- ------------ ------------ ------------
Net cash provided (used) by operating
activities..................................... $ 34,436 $(11) $ 1,240 $ -- $ 35,665
Cash flows from investing activities:
Purchases of property, plant and equipment..... (10,113) -- (743) -- (10,856)
Proceeds from sale of property, plant and
equipment.................................... 52 -- -- -- 52
Sale (purchase) of equipment and technology.... (1,866) -- 1,866 -- --
-------- ---- ------- ------- --------
Net cash provided (used) by investing
activities..................................... (11,927) -- 1,123 -- (10,804)
-------- ---- ------- ------- --------
Cash flows from financing activities:
Reduction of debt.............................. (123,489) -- (11,590) -- (135,079)
Proceeds from debt financing................... 100,000 -- 8,890 -- 108,890
Cash overdrafts................................ 164 -- -- -- 164
Proceeds from direct financing lease........... 100 -- -- -- 100
Issuance of stock.............................. 271 -- -- -- 271
Acquisition of treasury stock.................. (3,343) -- -- -- (3,343)
Exercise of stock options...................... 1,438 -- -- -- 1,438
Payments on capital lease obligations.......... -- -- (426) -- (426)
-------- ---- ------- ------- --------
Net cash used by financing activities............ (24,859) -- (3,126) -- (27,985)
-------- ---- ------- ------- --------
Effect of exchange rate changes on cash and cash
equivalents.................................... -- -- 2 -- 2
-------- ---- ------- ------- --------
Net decrease in cash and cash equivalents........ (2,350) (11) (761) -- (3,122)
Cash and cash equivalents, beginning of year..... 2,983 57 1,215 -- 4,255
-------- ---- ------- ------- --------
Cash and cash equivalents, end of year........... $ 633 $ 46 $ 454 $ -- $ 1,133
======== ==== ======= ======= ========
F-40
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Rayovac Corporation:
On November 5, 1999, we reported on the consolidated balance sheets of
Rayovac Corporation and subsidiaries as of September 30, 1998 and 1999, and the
related consolidated statements of operations, comprehensive income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended September 30, 1999, which are included in the 1999 Annual Report on
Form 10-K. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related financial statement schedule
as listed in Item 14. The financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion on the
financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
KPMG LLP
Milwaukee, Wisconsin
November 5, 1999
II-1
RAYOVAC CORPORATION AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997
(IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ---------------------------------------------------- ---------- ---------- ---------- ----------
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTIONS OF PERIOD EXPENSES DEDUCTIONS PERIOD
- ---------------------------------------------------- ---------- ---------- ---------- ----------
September 30, 1999:
Allowance for doubtful accounts................... $1,356 $750 $853 $1,253
====== ==== ==== ======
September 30, 1998:
Allowance for doubtful accounts................... $1,221 $745 $610 $1,356
====== ==== ==== ======
September 30, 1997:
Allowance for doubtful accounts................... $ 722 $617 $118 $1,221
====== ==== ==== ======
See accompanying Independent Auditors' Report
II-2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DATE: December 20, 1999
SIGNATURE TITLE
--------- -----
/s/ DAVID A. JONES
------------------------------------ Chairman of the Board and Chief Executive Officer
David A. Jones (PRINCIPAL EXECUTIVE OFFICER)
/s/ KENT J. HUSSEY
------------------------------------ President and Chief Operating Officer and Director
Kent J. Hussey
/s/ RANDALL J. STEWARD Executive VP Administration and Chief Financial
------------------------------------ Officer
Randall J. Steward (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
/s/ JOSEPH W. DEERING
------------------------------------ Director
Joseph W. Deering
/s/ JOHN S. LUPO
------------------------------------ Director
John S. Lupo
/s/ SCOTT A. SCHOEN
------------------------------------ Director
Scott A. Schoen
/s/ THOMAS R. SHEPHERD
------------------------------------ Director
Thomas R. Shepherd
/s/ WARREN C. SMITH, JR.
------------------------------------ Director
Warren C. Smith, Jr.
II-3
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
2.1+++++ Share Purchase Agreement made as of June 11, 1999, by and
among the Company, Vidor Battery Company, Rayovac Latin
America, Ltd., the shareholders of ROV Limited, ROV Limited,
ESB ROV Ltd., Duranmas, S.A., certain second-tier
subsidiaries of ROV Limited, Ray-O-Vac Overseas Corporation,
and Alfredo J. Diez and Richard T. Doyle, Jr., as selling
group representatives.
2.2+++++ Form of Stock Purchase Agreement entered into on or around
June 11, 1999, by and among the Company, Rayovac Latin
America, Ltd. and certain persons who hold minority
interests in certain of the operating subsidiaries of
Ray-O-Vac Overseas Corporation.
3.1+ Amended and Restated Articles of Incorporation of the
Company.
3.2****** Amended and Restated By-laws of the Company, as amended
through May 17, 1999.
4.1** Indenture, dated as of October 22, 1996, by and among the
Company, ROV Holding, Inc. and Marine Midland Bank, as
trustee, relating to the Company's 10 1/4% Senior
Subordinated Notes due 2006.
4.2****** First Supplemental Indenture, dated as of February 26, 1999,
by and among the Company, ROV Holding, Inc. and HSBC Bank
USA (formerly known as Marine Midland Bank) as trustee,
relating to the Company's 10 1/4% Senior Subordinated Notes
due 2006.
4.3+++++ Second Supplemental Indenture, dated as of August 6, 1999,
by and among the Company, ROV Holding, Inc. and HSBC Bank
USA (formerly known as Marine Midland Bank) as trustee,
relating to the Company's 10 1/4% Senior Subordinated Notes
due 2006.
4.4** Specimen of the Notes (included as an exhibit to Exhibit
4.1)
4.5**** Amended and Restated Credit Agreement, dated as of December
30, 1997, by and among the Company, the lenders party
thereto and Bank of America National Trust and Savings
Association ("BofA"), as Administrative Agent.
4.6+++++ Second Amended and Restated Credit Agreement, dated as of
August 9, 1999, by and among the Company, the lenders party
thereto and Bank of America, NA or Administrative Agent.
4.7** The Security Agreement, dated as of September 12, 1996, by
and among the Company, ROV Holding, Inc. and BofA.
4.8** The Company Pledge Agreement, dated as of September 12,
1996, by and between the Company and BofA.
4.9*** Shareholders Agreement, dated as of September 12, 1996, by
and among the Company and the shareholders of the Company
referred to therein.
4.10*** Amendment No. 1 to Rayovac Shareholders Agreement, dated
August 1, 1997, by and among the Company and the
shareholders of the Company referred to therein.
4.11***** Amendment No. 2 to Rayovac Shareholders Agreement, dated as
of January 8, 1999, by and among the Company and the
Shareholders of the Company referred to therein.
II-4
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.12* Specimen certificate representing the Common Stock.
10.1** Management Agreement, dated as of September 12, 1996, by and
between the Company and Thomas H. Lee Company.
10.2** Confidentiality, Non-Competition and No-Hire Agreement,
dated as of September 12, 1996, by and between the Company
and Thomas F. Pyle.
10.3++ Amended and Restated Employment Agreement, dated as of April
27, 1998, by and between the Company and David A. Jones.
10.4++ Employment Agreement, dated as of April 27, 1998, by and
between the Company and Kent J. Hussey
10.5++++ Amendment to Employment Agreement, dated as of October 1,
1998, by and between the Company and Kent J. Hussey.
10.6++++ Severance Agreement by and between the Company and Randall
J. Steward.
10.7++++ Severance Agreement by and between the Company and Roger F.
Warren.
10.8++++ Severance Agreement by and between the Company and Stephen
P. Shanesy.
10.9++++ Severance Agreement by and between the Company and Merrell
M. Tomlin.
10.10 Severance Agreement by and between the Company and Luis A.
Cancio.
10.11** Technology, License and Service Agreement between Battery
Technologies (International) Limited and the Company, dated
June 1, 1991, as amended April 19, 1993, and December 31,
1995.
10.12** Building Lease between the Company and SPG Partners, dated
May 14, 1985, as amended June 24, 1986, and June 10, 1987.
10.13***** Amendment, dated December 31, 1998, between the Company and
SPG Partners, to the Building Lease, between the Company and
SPG Partners, dated May 14, 1985.
10.14*** Rayovac Corporation 1996 Stock Option Plan.
10.15* 1997 Rayovac Incentive Plan.
10.16* Rayovac Profit Sharing and Savings Plan.
10.17+++ Technical Collaboration, Sale and Supply Agreement, dated as
of March 5, 1998, by and among the Company. Matsushita
Battery Industrial Co., Ltd. and Matsushita Electric
Industrial Co., Ltd.
21 Subsidiaries of the Company.
23 Consent of KPMG LLP.
27 Financial Data Schedule.
- ------------------------
* Incorporated by reference to the Company's Registration
Statement on Form S-1 (Registration No. 333-35181) filed
with the Commission.
** Incorporated by reference to the Company's Registration
Statement on Form S-1 (Registration No. 333-17895) filed
with the Commission.
*** Incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 29, 1997,
filed with the Commission on August 13, 1997.
II-5
**** Incorporated by reference to the Company's Registration
Statement on Form S-3 (Registration No. 333-49281) filed
with the Commission.
***** Incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended January 3, 1999,
filed with the Commission on February 17, 1999.
****** Incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended April 4, 1999,
filed with the Commission on May 17, 1999.
+ Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1997,
filed with the Commission on December 23, 1997.
++ Incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the Quarterly period ended June 27, 1998,
filed with the Commission on August 4, 1998.
+++ Incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 28, 1998,
filed with the Commission on May 5, 1998.
++++ Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1998,
filed with the Commission on December 24, 1998.
+++++ Incorporated by reference to the Company's Current Report on
Form 8-K filed with the Commission on August 24, 1999, as
subsequently amended on October 26, 1999.
II-6