Investor Relations

Rayovac Announces Second Quarter Fiscal 2003 Results

04/23/03

MADISON, Wis., April 23 /PRNewswire-FirstCall/ -- Rayovac Corp. (NYSE: ROV) 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.

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.

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.

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.

     Attached

     Table 1 - Condensed Consolidated Statements of Operations
     Table 2 - Supplemental Financial Data
     Table 3 - Reconciliation of GAAP to Pro Forma Financial Data


                                   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
                                            INC(DEC)                 INC(DEC)
                            F2003    F2002     %       F2003   F2002     %

    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.


                                   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         212.0
     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.


                                   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.


                              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.

SOURCE Rayovac Corp.

Safe Harbor Disclaimer

Certain matters discussed herein, with the exception of historical matters, are forward-looking statements which involve risks and uncertainties. Actual results may differ materially from these statements as a result of changes in external competitive market factors, unanticipated changes in the company's industry, or the economy in general, as well as various other factors, including those discussed herein and those set forth in the Company's most recent Annual Report on Form 10-K.

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