UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 23, 2003
Rayovac Corporation
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(Exact Name of Registrant as Specified in its Charter)
Wisconsin 001-13615 22-2423556
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
601 Rayovac Drive Madison, WI 53711
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(Address of Principal Executive Offices) (Zip Code)
(608) 275-3340
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Registrant's telephone number,
including area code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated April 23, 2003 issued by Rayovac Corporation.
Item 9. Regulation FD Disclosure.
The following information is being furnished pursuant to Item 12 "Results of
Operations and Financial Condition" of Form 8-K and is being presented under
Item 9 "Regulation FD Disclosure" of Form 8-K as provided in the Securities and
Exchange Commission's interim guidance regarding Form 8-K Item 12 filing
requirements (Release No. 34-47583). Such information, including the Exhibit
attached hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
On April 23, 2003, Rayovac Corporation issued a press release announcing its
financial results for the fiscal quarter ended March 30, 2003. A copy of the
press release is furnished as Exhibit 99.1 to this report.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RAYOVAC CORPORATION
Date: April 23, 2003 By: /s/ Randall J. Steward
---------------------------------------
Name: Randall J. Steward
Title: Executive Vice President of
Administration and Chief Financial
Officer
3
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated April 23, 2003 issued by Rayovac Corporation.
4
Exhibit 99.1
RAYOVAC ANNOUNCES
SECOND QUARTER FISCAL 2003 RESULTS
APRIL 23, 2003
JOHN DAGGETT, 608-275-4912
RAYOVAC ANNOUNCES SECOND QUARTER FISCAL 2003 RESULTS
MADISON, Wis. - (ROV:NYSE) Rayovac Corp. announced today Fiscal 2003 second
quarter diluted earnings per share of one cent and pro forma diluted earnings
per share of 14 cents, meeting First Call consensus estimates. This compares to
diluted and pro forma earnings per share of 17 cents for the comparable prior
year period. The pro forma diluted EPS excludes the impact of certain charges
described in further detail in the release and in the attached Table 3,
"Reconciliation of GAAP to Pro Forma Financial Data."
"During this quarter, we undertook a number of key initiatives aimed at building
our global business and positioning the Company for future growth," said Dave
Jones, Rayovac chairman and CEO. "In North America, these initiatives included
the unveiling of a comprehensive new alkaline battery pricing strategy which has
received positive retailer reaction, and the near completion of our
state-of-the-art $20 million leased packaging and distribution center in Dixon,
Illinois. Additionally, integration activities related to the VARTA acquisition
continue to progress on schedule," Jones added.
Second Quarter Results
Results for the second quarter and Fiscal 2003 year-to-date include those of the
consumer battery business of VARTA, which was acquired on October 1, 2002.
Quarterly comparative historical data for the acquired operations is not
available in U.S. generally accepted accounting principles (GAAP) format. All
comparisons to Fiscal 2002 exclude VARTA consumer battery business data in the
prior year.
For the second quarter, sales were $202.3 million, compared to $121.2 million
for the same period last year. The majority of the sales increase was
attributable to the VARTA acquisition. Operating income was $8.8 million,
compared to $12.9 million for the same period last year. Fiscal 2003 benefited
from the VARTA acquisition offset by $5.2 million of restructuring charges.
Pro forma operating income was $15.6 million, an increase of 21 percent from
last year. The pro forma increase was attributable to the benefit of the VARTA
acquisition, offset by lower sales in North America and lower gross profit
margins.
Interest expense increased to $9.5 million from $4.1 million last year, the
result of higher debt levels associated with the VARTA acquisition. Other
(income) expense improved $1.6 million versus last year, the result of favorable
foreign currency exchange rates.
-more-
Rayovac Announces Second Quarter Fiscal 2003 Results
Page 2 of 9
Diluted earnings per share were one cent compared to 17 cents last year. Pro
forma diluted earnings per share were 14 cents compared to pro forma diluted
earnings per share of 17 cents last year. See attached Table 3, Reconciliation
of GAAP to Pro Forma Financial Data, for a complete reconciliation of operating
income and net income, on a GAAP basis, to pro forma operating income and net
income for the second quarter and the comparable period last year.
North America sales were $78.8 million, down 12 percent from the $89.8 million
reported last year. This decline reflected lower alkaline battery sales mainly
due to extremely competitive conditions in this battery category. In March, the
Company responded with a comprehensive new pricing strategy for its alkaline
product portfolio which is expected to be implemented at retail by this summer.
Heavy duty sales in North America also declined, reflecting reduced distribution
and declining market trends for this battery segment. Hearing aid batteries
sales were up six percent and lighting products sales rose seven percent. North
America segment profitability was $11.0 million as compared to $17.8 million
reported last year. The decrease in profitability reflects the impact of lower
sales volumes, the presence of retailer markdown monies and increased
distribution expenses.
The Europe/Rest of World results reflect the benefits of the VARTA acquisition
where sales were $97.8 million, up from $13.0 million last year. The continued
strength of Rayovac's European hearing aid and general battery businesses also
contributed to these favorable results. Segment profitability increased to $8.4
million from $1.1 million last year, largely due to the benefits of the VARTA
acquisition as well as strong overall sales performance.
In Latin America, sales increased to $25.7 million from $18.4 million in the
same period last year. The sales improvement was attributable to the VARTA
acquisition partially offset by continuing economic weakness and political
instability in the region. Latin America segment profitability was $2.3 million,
an improvement of $1.8 million versus last year. This improvement was the result
of improved sales and gross profit margins, somewhat offset by increased
operating expenses, all of which is primarily attributable to the impact of the
VARTA acquisition.
Six Months Results
Sales for the six months ended March 30, 2003 were $462.5 million, compared to
$283.0 million for the prior year. Operating income was $19.3 million, an
improvement of $2.9 million over last year. Fiscal 2003 year-to-date results
include $20.5 million in special charges. In Fiscal 2002, operating income
included a $16.1 million bad debt provision related to the Kmart bankruptcy.
-more-
Rayovac Announces Second Quarter Fiscal 2003 Results
Page 3 of 9
Pro forma operating income was $41.4 million versus $32.5 million last year, an
increase of 27 percent. The pro forma increase was attributable to the benefit
of the VARTA acquisition, partially offset by a decrease in North America
segment profitability after excluding the impact of the Kmart bad debt reserve
in last year's results, and higher corporate expenses.
Interest expense rose to $19.6 million from $8.2 million last year, the result
of higher debt levels associated with the VARTA acquisition. Non-operating
expense includes the write-off of $3.1 million of unamoritized debt issuance
costs associated with our previous credit facility, which was replaced as part
of the VARTA acquisition. Other (income) expense improved $2.6 million versus
last year, the result of favorable foreign currency exchange rates.
Diluted earnings per share for the six-month period were a loss of one cent
compared to 18 cents last year. Pro forma diluted earnings per share for the
Fiscal 2003 six months were 47 cents compared to pro forma diluted earnings per
share of 49 cents for the same period last year. See attached Table 3,
Reconciliation of GAAP to Pro Forma Financial Data, for a reconciliation of
operating income and net income, on a GAAP basis, to pro forma operating income
and net income for the six-month period and the comparable period last year.
North America sales were $185.8 million, down 12 percent from the $212.0 million
reported last year. This decline reflected lower alkaline and heavy duty battery
sales. Hearing aid batteries sales were up three percent while lighting products
sales rose six percent. North America segment profitability was $30.7 million,
an increase from $25.1 million reported last year. The profitability improvement
primarily reflects the inclusion of the Kmart bad debt reserve in the previous
year offset by the sales decline in the current year.
The Europe/Rest of World results reflect the benefits of the VARTA acquisition,
where sales were $216.5 million, up from $26.6 million last year. Rayovac's
European hearing aid and general battery businesses, along with lighting
products sales also contributed to these favorable results. Segment
profitability increased to $23.4 million, largely due to the benefits of the
VARTA acquisition.
In Latin America, sales increased to $60.2 million from $44.4 million in the
same period last year. The sales improvement was attributable to the VARTA
acquisition offset by continuing economic weakness and political instability in
the region. Latin America segment profitability was $5.8 million versus $4.1
million last year. This improvement was the result of improved sales and gross
profit margins, somewhat offset by increased operating expenses, all of which
are primarily attributable to the impacts of the VARTA acquisition.
-more-
Rayovac Announces Second Quarter Fiscal 2003 Results
Page 4 of 9
Restructuring Initiatives
On October 10, 2002, the Company announced and committed to a series of
restructuring initiatives designed to optimize the global resources of the
combined VARTA and Rayovac companies, eliminate surplus manufacturing capacity
and functional overhead, and to rationalize its main North America packaging and
distribution facilities into a single modern facility. In the second quarter of
Fiscal 2003, the Company took additional actions in North America to relaunch
its alkaline products, simplify its consumer product pricing and reduce its cost
structure to align with its new pricing strategy. The Company recorded special
charges of $5.2 million and incurred a $1.6 million charge against net sales in
the quarter to reflect the costs incurred with these initiatives. The Company
currently expects total charges for all of the restructuring initiatives to be
$43 million, approximately $22 million of which has been incurred to date, with
the balance to be incurred over the next six months. Total cash costs of the
program will be approximately $25 million with $40 million to $45 million of
anticipated annual savings when fully implemented by fiscal year 2005.
Non-GAAP Measurements
To assist investors in the reconciliation of GAAP financial reporting to
pro forma results which present operating results on a basis excluding special
items, the Company has placed a financial model on its website detailing all of
the items that historically reconcile the GAAP vs. pro forma income statements.
The model can be found at www.rayovac.com under About Rayovac/Investor
Resources. A reconciliation is also attached as Table 3 to this press release.
Management, as well as certain investors, use these results of operations,
excluding special items, to help measure the Company's current and future
financial performance and to identify trends in its financial condition and
results of operations. We believe these measurements provide supplemental and
useful information to assist management and investors in analyzing the Company's
financial position and results of operations but do not replace the presentation
of the Company's GAAP financial results and should be read in conjunction with
those GAAP results. The Company has chosen to provide this information to
investors to enable them to perform meaningful comparisons of past, present and
future operating results and as a means to identify the results of core on-going
operations.
With the recent VARTA consumer battery transaction, Rayovac is one of the
world's largest consumer battery and lighting device companies. Rayovac and
VARTA products are sold in more than 115 countries. The Company also markets the
number one selling rechargeable brand of battery in the U.S. and in Europe, and
is the world leader in hearing aid batteries. Rayovac trades on the New York
Stock Exchange under the ROV symbol.
Certain matters discussed in this news release, with the exception of historical
matters, are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are subject to a
number of risks, uncertainties and other factors that could cause results to
differ materially from those anticipated as of the date of this release. Actual
results may differ materially from these statements as a result of (1) changes
in external competitive market factors, such as introduction of new product
features or technological developments, development of new competitors or
competitive brands or competitive promotional activity or spending, (2) changes
in consumer demand for the various types of consumer batteries, (3) changes in
the general economic conditions where we do business, such as stock market
prices, interest rates, currency exchange rates, inflation and raw material
costs, (4) our ability to successfully implement manufacturing and distribution
cost efficiencies and (5) various other factors, including those discussed
herein and those set forth in the Company's most recent Form 10-Q, Annual Report
on Form 10-K and the prospectus supplement for the Company's most recent
offering of its common stock.
-more-
Rayovac Announces Second Quarter Fiscal 2003 Results
Page 5 of 9
Attached
Table 1 - Condensed Consolidated Statements of Operations
Table 2 - Supplemental Financial Data
Table 3 - Reconciliation of GAAP to Pro Forma Financial Data
# # #
Rayovac Announces Second Quarter Fiscal 2003 Results
Page 6 of 9
Table 1
RAYOVAC CORPORATION
Condensed Consolidated Statements of
Operations For the three and six month periods ended March
30, 2003 and March 31, 2002
(Unaudited)
(In millions, except per share amounts)
THREE MONTHS SIX MONTHS
------------------------------- ---------------------------------
F2003 F2002 INC(DEC)% F2003 F2002 INC(DEC)%
----- ----- --------- ----- ----- ---------
Net sales $202.3 $121.2 66.9% $462.5 $283.0 63.4%
Cost of goods sold 121.1 71.2 278.0 170.3
Special charges 1.6 -- 11.3 --
------ ------ ------ ------
Gross profit 79.6 50.0 59.2% 173.2 112.7 53.7%
Selling 42.7 24.6 93.2 52.0
General and administrative 20.5 9.1 43.5 37.6 (a)
Research and development 4.0 3.4 8.0 6.7
Special charges 3.6 -- 9.2 --
------ ------ ------ ------
Total operating expenses 70.8 37.1 153.9 96.3
Operating income 8.8 12.9 (31.8%) 19.3 16.4 17.7%
Interest expense 9.5 4.1 19.6 8.2
Non-operating expense -- -- 3.1(b) --
Other (income) expense, net (1.2) 0.4 (2.9) (0.3)
------ ------ ------ ------
Income (loss) income before income taxes 0.5 8.4 (0.5) 8.5
Income tax expense (benefit) 0.2 3.0 (0.2) 2.7
------ ------ ------ ------
Net income (loss) $ 0.3 $ 5.4 $ (0.3) $ 5.8
====== ====== ====== ======
Average shares outstanding 31.8 31.8 31.8 31.8
Basic earnings (loss) per share $ 0.01 $ 0.17 $(0.01) $ 0.18
====== ====== ====== ======
Average shares and common stock equivalents
outstanding 32.5 32.3 31.8 32.4
Diluted earnings (loss) per share $ 0.01 $ 0.17 $(0.01) $ 0.18
====== ====== ====== ======
(a) The six month period ending March 31, 2002 reflects a bad debt reserve of
$16.1 million attributable to the Kmart bankruptcy.
(b) The six month period ending March 30, 2003 reflects the write-off of
unamortized debt issuance costs of $3.1 million attributable to the refinancing
of the Company's credit facility as part of the VARTA acquisition.
Rayovac Announces Second Quarter Fiscal 2003 Results
Page 7 of 9
Table 2
RAYOVAC CORPORATION
Supplemental Financial Data
For the three and six month periods ended March 30, 2003 and March 31, 2002
(Unaudited)
(In millions, except per share amounts)
Supplemental Financial Data F2003 F2002
- --------------------------- ----- -----
Cash $ 14.7 $ 9.5
Trade receivables, net $158.1 $109.0
Days Sales Outstanding (a) 71 82
Inventory, net $145.8 $ 81.0
Inventory Turnover (b) 3.3 3.5
Total Debt $477.8 $233.5
THREE MONTHS SIX MONTHS
--------------- ----------------
Business Segment Sales & Profitability F2003 F2002 F2003 F2002
- -------------------------------------- ----- ----- ----- -----
Net Sales
Europe/ROW $ 97.8 $ 13.0 $216.5 $ 26.6
North America 78.8 89.8 185.8 12.0
Latin America 25.7 18.4 60.2 44.4
------ ------ ------ ------
Total net sales $202.3 $121.2 $462.5 $283.0
====== ====== ====== ======
Segment Profit
Europe/ROW $ 8.4 $ 1.1 $ 23.4 $ 2.3
North America 11.0 17.8 30.7 25.1(c)
Latin America 2.3 0.5 5.8 4.1
------ ------ ------ ------
Total segment profit 21.7 19.4 59.9 31.5
Corporate 7.7 6.5 20.1 15.1
Special charges 5.2 -- 20.5 --
Interest expense 9.5 4.1 19.6 8.2
Non-operating expense -- -- 3.1(d) --
Other (income) expense, net (1.2) 0.4 (2.9) (0.3)
------ ------ ------ ------
Income (loss) before income taxes $ 0.5 $ 8.4 $ (0.5) $ 8.5
====== ====== ====== ======
(a) Reflects trade receivables, net divided by average daily sales during the
quarter.
(b) Reflects cost of sales (excluding special charges) divided by net
inventories multiplied by four.
(c) The six month period ending March 31, 2002 reflects a bad debt reserve of
$16.1 million attributable to the Kmart bankruptcy.
(d) The six month period ending March 30, 2003 reflects the write-off of
unamortized debt issuance costs of $3.1 million attributable to the refinancing
of the Company's credit facility as part of the VARTA acquisition.
Rayovac Announces Second Quarter Fiscal 2003 Results
Page 8 of 9
Table 3
RAYOVAC CORPORATION
Reconciliation of GAAP to Pro Forma Financial Data
For the three month periods ended March 30, 2003 and March 31, 2002
(Unaudited)
(In millions, except per share amounts)
THREE MONTHS
---------------------------------------------------------------
2003 2002
----------------------------- ------------------------------
As Pro forma As Pro forma
reported Adj. Pro forma reported Adj. Pro forma
-------- -------- --------- -------- -------- --------
Net sales (a) $202.3 $ 1.6 $203.9 $121.2 $ -- $121.2
Gross profit (b) 79.6 3.2 82.8 50.0 -- 50.0
Gross profit % of sales 39.3% 40.6% 41.3% 41.3%
Operating expenses (c) 70.8 3.6 67.2 37.1 -- 37.1
------ ----- ------ ------ ---- ------
Operating income 8.8 6.8 15.6 12.9 -- 12.9
Operating income % of sales 4.3% 7.7% 10.6% 10.6%
Income before income taxes 0.5 6.8 7.3 8.4 -- 8.4
Net income 0.3 4.2 4.5 5.4 -- 5.4
Basic earnings per share $ 0.01 $0.13 $ 0.14 $ 0.17 $ -- $ 0.17
====== ===== ====== ====== ==== ======
Diluted earnings per share $ 0.01 $0.13 $ 0.14 $ 0.17 $ -- $ 0.17
====== ===== ====== ====== ==== ======
(a) Reflects the impact of North America retailer inventory mark down programs
of approximately $1.6 million associated with the Company's new alkaline pricing
program announced in the second quarter of Fiscal 2003.
(b) Reflects the impact of (i) North America retailer inventory mark down
programs of approximately $1.6 million, (ii) European integration initiatives of
$0.7 million primarily reflecting termination costs, and (iii) North America
restructuring initiatives of $0.9 million primarily reflecting relocation
expenses, inventory impairments, and termination benefits associated with the
relocation of the Company's Madison, Wisconsin packaging facility to the
Company's new combined leased distribution and packaging facility in Dixon,
Illinois.
(c) Reflects (i) North America and Corporate restructuring initiatives impacting
selling, marketing and administrative functions of $3.3 million, including
approximately $2.8 million of termination benefits and $0.5 million of other
expenses and (ii) Latin America integration initiatives of $0.3 million,
primarily reflecting termination benefits associated with the integration of our
Mexico and Colombia businesses.
Rayovac Announces Second Quarter Fiscal 2003 Results
Page 9 of 9
Table 3 Continued
RAYOVAC CORPORATION
Reconciliation of GAAP to Pro Forma Financial Data
For the six month periods ended March 30, 2003 and March 31, 2002
(Unaudited)
(In millions, except per share amounts)
SIX MONTHS
-------------------------------------------------------------
2003 2002
------------------------------ ----------------------------
As Pro forma As Pro forma
reported Adj. Pro forma reported Adj. Pro forma
-------- -------- --------- -------- -------- ---------
Net sales (a) $462.5 $ 1.6 $464.1 $283.0 $ -- $283.0
Gross profit (b) 173.2 12.9 186.1 112.7 -- 112.7
Gross profit % of sales 37.4% 40.1% 39.8% 39.8%
Operating expenses (c), (d) 153.9 9.2 144.7 96.3 16.1 80.2
------ ------ ------ ----- -----
Operating income 19.3 22.1 41.4 16.4 16.1 32.5
Operating income % of sales 4.2% 8.9% 5.8% 11.5%
(Loss) income before income taxes (e) (0.5) 25.2 24.7 8.5 16.1 24.6
Net (loss) income (0.3) 15.6 15.3 5.8 10.0 15.8
Basic (loss) earnings per share $(0.01) $0.48 $ 0.47 $ 0.18 $0.31 $0.50
====== ===== ====== ====== ===== =====
Diluted (loss) earnings per share $(0.01) n/a $ 0.47(f) $ 0.18 $0.31 $0.49
====== ===== ====== ====== ===== =====
(a) Reflects the impact of North America retailer inventory mark down programs
of approximately $1.6 million associated with the Company's new alkaline pricing
program announced in the second quarter of Fiscal 2003.
(b) Reflects the impact of (i) North America retailer inventory mark down
programs of approximately $1.6 million, (ii) European integration initiatives of
approximately $1.9 million primarily reflecting termination benefits of $0.9
million and inventory and asset impairments of $1.0 million, (iii) North America
restructuring initiatives of approximately $3.2 million, including fixed asset
and inventory impairments of $1.6 million, pension and termination costs of $1.1
million, and relocation expenses and other expenses associated with the
relocation of the Company's Madison, Wisconsin packaging facility to the
Company's new combined leased distribution and packaging facility in Dixon,
Illinois, and (iv) Latin America restructuring initiatives of $6.2 million
reflecting the closure of the Company's Mexico City, Mexico manufacturing
location, including termination payments of approximately $1.4 million, fixed
asset and inventory impairments of $4.1 million, and other shutdown related
expenses and transfer of production to the Company's Guatemala City, Guatemala
manufacturing location.
(c) Fiscal 2003 reflects (i) North America and Corporate restructuring
initiatives of $6.0 million impacting selling, marketing, and administrative
functions, including approximately $4.9 million of termination benefits,
research and development contract termination costs of $0.5 million, fixed asset
impairments of $0.3 million associated with the relocation to the Company's new
combined leased distribution and packaging facility in Dixon, Illinois, and
other expenses, (ii) European integration initiatives of $1.1 million, including
approximately $0.6 million of termination benefits, asset impairments of $0.2
million, and other expenses, and (iii) Latin America integration initiatives of
$2.1 million, primarily reflecting termination benefits associated with the
integration of our Mexico and Colombia businesses.
(d) Fiscal 2002 reflects a bad debt reserve of $16.1 million attributable to the
Kmart bankruptcy.
(e) Fiscal 2003 reflects the non-recurring items discussed in footnotes (a), (b)
and (c) and the write-off of unamortized debt issuance costs of $3.1 million
attributable to the refinancing of the Company's credit facility as part of the
VARTA acquisition.
(f) The effect of restricted stock and unexercised stock options outstanding for
the six months ending March 30, 2003 were included in the pro forma EPS
calculation as their effect was dilutive.
