UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED:
June 30, 2001
-OR-
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 1-5050
ALBERTO-CULVER COMPANY
----------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2257936
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2525 Armitage Avenue
Melrose Park, Illinois 60160
---------------------- ---------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (708) 450-3000
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
--- ---
At June 30, 2001, the company had 23,761,341 shares of Class A common stock and
32,957,471 shares of Class B common stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
-----------------------------
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
Three Months Ended June 30, 2001 and 2000
(in thousands, except per share data)
(Unaudited)
-----------------
2001 2000
-------- -------
Net sales $634,416 573,095
Cost of products sold 309,606 280,377
-------- -------
Gross profit 324,810 292,718
Advertising, promotion, selling and administrative 275,478 249,092
-------- -------
Operating earnings 49,332 43,626
Interest expense, net of interest income of $1,430
in 2001 and $1,705 in 2000 5,285 5,616
-------- -------
Earnings before provision for income taxes 44,047 38,010
Provision for income taxes 14,976 12,544
-------- -------
Net earnings $ 29,071 25,466
======== =======
Net earnings per share:
Basic $ 0.52 0.46
======== =======
Diluted $ 0.50 0.45
======== =======
Cash dividends paid per share $ .0825 .0750
======== =======
See notes to consolidated financial statements.
2
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
Nine Months Ended June 30, 2001 and 2000
(in thousands, except per share data)
(Unaudited)
---------------------
2001 2000
---------- ---------
Net sales $1,850,534 1,652,707
Cost of products sold 901,059 809,267
---------- ---------
Gross profit 949,475 843,440
Advertising, promotion, selling and administrative 813,693 727,094
Non-recurring gain (Note 5) -- (9,257)
---------- ---------
Operating earnings (Note 5) 135,782 125,603
Interest expense, net of interest income of $3,939
in 2001 and $3,070 in 2000 16,707 13,302
---------- ---------
Earnings before provision for income taxes (Note 5) 119,075 112,301
Provision for income taxes (Note 5) 40,486 37,245
---------- ---------
Net earnings (Note 5) $ 78,589 75,056
========== =========
Net earnings per share (Note 5):
Basic $ 1.40 1.35
========== =======
Diluted $ 1.36 1.33
========== =======
Cash dividends paid per share $ .240 .215
========== ======
See notes to consolidated financial statements.
3
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2001 and September 30, 2000
(dollars in thousands, except share data)
(Unaudited)
June 30, September 30,
2001 2000
----------- -------------
ASSETS
------
Current assets:
Cash and cash equivalents $ 157,814 114,637
Short-term investments 819 314
Receivables, less allowance for doubtful
accounts ($10,938 at 6/30/01 and $10,135 at 9/30/00) 162,576 154,207
Inventories:
Raw materials 42,562 45,197
Work-in-process 5,074 4,819
Finished goods 439,388 395,241
---------- ----------
Total inventories 487,024 445,257
Other current assets 27,725 26,122
---------- ----------
Total current assets 835,958 740,537
---------- ----------
Property, plant and equipment at cost, less accumulated
depreciation ($228,292 at 6/30/01 and $211,337 at 9/30/00) 232,152 240,091
Goodwill, net 263,646 263,847
Trade names, net 79,979 83,788
Other assets 60,349 57,335
---------- ----------
Total assets $1,472,084 1,385,598
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term borrowings and current maturities of long-term debt $ 2,972 3,988
Accounts payable 201,067 183,770
Accrued expenses 149,215 135,115
Income taxes 17,479 17,916
---------- ----------
Total current liabilities 370,733 340,789
---------- ----------
Long-term debt 327,898 340,948
Deferred income taxes 41,761 38,349
Other liabilities 28,703 33,252
Stockholders' equity:
Common stock, par value $.22 per share:
Class A authorized 75,000,000 shares; issued 30,612,798 shares 6,735 6,735
Class B authorized 75,000,000 shares; issued 37,710,655 shares 8,296 8,296
Additional paid-in capital 188,075 190,137
Retained earnings 752,688 687,631
Deferred compensation (5,139) (4,221)
Accumulated other comprehensive income -
foreign currency translation (62,223) (54,400)
---------- ----------
888,432 834,178
Less treasury stock at cost (Class A common shares: 6,851,457
at 6/30/01 and 7,630,930 at 9/30/00; Class B common shares:
4,753,184 at 6/30/01 and 9/30/00) (185,443) (201,918)
---------- ----------
Total stockholders' equity 702,989 632,260
---------- ----------
Total liabilities and stockholders' equity $1,472,084 $1,385,598
========== ==========
See notes to consolidated financial statements.
4
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine Months Ended June 30, 2001 and 2000
(dollar amounts in thousands)
(Unaudited)
-------------------
2001 2000
-------- --------
Cash Flows from Operating Activities:
-------------------------------------
Net earnings $ 78,589 75,056
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 38,508 35,797
Non-recurring gain (Note 5) -- (9,257)
Cash effects of changes in (exclusive of acquisitions):
Receivables, net (10,861) (6,472)
Inventories (38,447) (13,920)
Other current assets (1,544) (1,749)
Accounts payable and accrued expenses 32,391 (2,626)
Income taxes (274) 2,645
Other assets 14,885 21,079
Other liabilities (8,093) (17,587)
-------- --------
Net cash provided by operating activities 105,154 82,966
-------- --------
Cash Flows from Investing Activities:
-------------------------------------
Short-term investments (544) 1,533
Capital expenditures (23,514) (27,828)
Payments for purchased businesses, net of acquired companies' cash (19,359) (115,634)
Proceeds from sale of trademark (Note 5) -- 10,000
Other, net (2,885) (1,836)
-------- --------
Net cash used by investing activities (46,302) (133,765)
-------- --------
Cash Flows from Financing Activities:
-------------------------------------
Short-term borrowings (1,074) 2,142
Proceeds from long-term debt 27 308,215
Debt issuance costs -- (1,321)
Repayments of long-term debt (12,579) (168,927)
Proceeds from sale of receivables -- 5,000
Cash dividends paid (13,531) (11,991)
Cash proceeds from exercise of stock options 13,571 1,929
Stock purchased for treasury (1,348) (3,460)
-------- --------
Net cash provided (used) by financing activities (14,934) 131,587
-------- --------
Effect of foreign exchange rate changes on cash (741) (1,855)
-------- --------
Net increase in cash and cash equivalents 43,177 78,933
Cash and cash equivalents at beginning of period 114,637 55,931
-------- --------
Cash and cash equivalents at end of period $157,814 134,864
======== ========
See notes to consolidated financial statements.
5
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) The consolidated financial statements contained in this report have not
been audited by independent public accountants, except for balance sheet
information presented at September 30, 2000. However, in the opinion of the
company, the consolidated financial statements reflect all adjustments,
which include only normal adjustments, necessary to present fairly the data
contained therein. The results of operations for the periods covered are
not necessarily indicative of results for a full year. Certain amounts for
the prior year have been reclassified to conform to the current year's
presentation.
(2) Basic earnings per share is calculated using the weighted average of actual
shares outstanding of 56,309,000 and 55,792,000 for the three months ended
June 30, 2001 and 2000, respectively, and 56,093,000 and 55,747,000 for the
nine months ended June 30, 2001 and 2000, respectively.
Diluted earnings per share is determined by dividing net earnings by the
weighted average shares outstanding, including common stock equivalents.
Diluted weighted average shares outstanding were 58,105,000 and 56,757,000
for the three months ended June 30, 2001 and 2000, respectively, and
57,728,000 and 56,515,000 for the nine months ended June 30, 2001 and 2000,
respectively.
The following table provides a reconciliation of diluted weighted average
shares outstanding (in thousands):
Three Months Nine Months
Ended June 30 Ended June 30
-------------- --------------
2001 2000 2001 2000
------ ------ ------ ------
Basic weighted average shares
outstanding 56,309 55,792 56,093 55,747
Effect of dilutive securities:
Assumed exercise of
stock options 1,431 890 1,270 693
Assumed vesting of
restricted stock 365 -- 365 --
Other -- 75 -- 75
------ ------ ------ ------
Diluted weighted average shares
outstanding 58,105 56,757 57,728 56,515
====== ====== ====== ======
Stock options for 732,800 shares were excluded from the computation of
diluted earnings per share for the three months and nine months ended June
30, 2000 as the options' exercise prices were greater than the average
market price and, therefore, were anti-dilutive. No stock options were
anti-dilutive in fiscal year 2001.
6
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(3) Comprehensive income consists of net earnings and foreign currency
translation adjustments as follows (in thousands):
Three Months Nine Months
Ended June 30 Ended June 30
---------------- ----------------
2001 2000 2001 2000
------- ------ ------ -------
Net earnings $29,071 25,466 78,589 75,056
Other comprehensive income
adjustments-foreign currency
translation (2,365) (5,880) (7,823) (13,379)
------- ------ ------ -------
Comprehensive income $26,706 19,586 70,766 61,677
======= ====== ====== =======
(4) During fiscal year 1998, the Board of Directors authorized the company to
purchase up to 6.0 million shares of its Class A common stock. This
authorization was increased to 9.0 million shares in fiscal year 1999. As
of June 30, 2001, the company had purchased 7,290,400 Class A common shares
under this program at a total cost of $162.9 million. No Class A shares
have been purchased under this program since October, 1999.
(5) In the first quarter of fiscal year 2000, the company sold a European
trademark with a nominal carrying value for $10.0 million. The transaction
resulted in a non-recurring pre-tax gain of $9.3 million and an increase in
net earnings of $6.0 million. The non-recurring gain added 11 cents to the
company's basic and diluted earnings per share.
(6) Segment data for the three and nine months ended June 30, 2001 and 2000 is
as follows (in thousands):
Three Months Nine Months
Ended June 30 Ended June 30
------------------ ----------------------
2001 2000 2001 2000
-------- ------- --------- ---------
Net sales:
----------
Consumer products:
Alberto-Culver North America $151,920 140,259 453,983 397,573
Alberto-Culver International 114,392 111,973 329,309 332,794
-------- ------- --------- ---------
Total consumer
products 266,312 252,232 783,292 730,367
Specialty distribution - Sally 375,910 327,225 1,088,773 938,669
Eliminations (7,806) (6,362) (21,531) (16,329)
-------- ------- --------- ---------
$634,416 573,095 1,850,534 1,652,707
======== ======= ========= =========
Earnings before provision for
income taxes:
-----------------------------
Consumer products:
Alberto-Culver North America $ 10,464 7,302 35,347 21,474
Alberto-Culver International 5,608 5,114 8,522 7,210
-------- ------- --------- ---------
Total consumer products 16,072 12,416 43,869 28,684
Specialty distribution - Sally 39,005 34,044 110,182 95,520
-------- ------- --------- ---------
Segment operating profit 55,077 46,460 154,051 124,204
Non-recurring gain (Note 5) -- -- -- 9,257
Unallocated expenses, net (5,745) (2,834) (18,269) (7,858)
Interest expense, net
of interest income (5,285) (5,616) (16,707) (13,302)
-------- ------- --------- ---------
$ 44,047 38,010 119,075 112,301
======== ======= ========= =========
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
---------------------
Third Quarter and Nine Months Ended June 30, 2001 versus Third Quarter and Nine
-------------------------------------------------------------------------------
Months Ended June 30, 2000
--------------------------
The company achieved record third quarter net sales of $634.4 million in fiscal
year 2001, up $61.3 million or 10.7% over the comparable period of fiscal year
2000. For the nine month period ending June 30, 2001, net sales reached a new
high of $1.85 billion, representing a 12.0% increase compared to last year's
nine month period.
Net earnings for the three months ended June 30, 2001 were $29.1 million or
14.2% higher than the same period of the prior year. Basic earnings per share
were 52 cents in fiscal year 2001 and 46 cents in 2000. Diluted earnings per
share increased 11.1% to 50 cents in fiscal year 2001 from 45 cents in 2000.
Net earnings were $78.6 million for the nine months ended June 30, 2001 or 13.8%
higher than the prior year's nine month net earnings of $69.0 million before the
non-recurring gain described below. Excluding the fiscal 2000 first quarter non-
recurring gain, basic earnings per share of $1.40 in fiscal year 2001 were 16
cents or 12.9% higher than the same period of fiscal year 2000. Diluted earnings
per share before the non-recurring gain increased 11.5% to $1.36 in fiscal year
2001 from $1.22 in fiscal year 2000.
As described in Note 5, the company sold a European trademark in the first
quarter of fiscal year 2000. As a result, the company recognized a non-recurring
pre-tax gain of $9.3 million and an increase in net earnings of $6.0 million.
Accordingly, basic and diluted earnings per share increased 11 cents as a result
of the gain. Fiscal year 2001 nine month net earnings increased $3.5 million or
4.7% compared to fiscal year 2000 net earnings including the non-recurring gain.
Compared to the same periods of the prior year, sales of Alberto-Culver North
America consumer products increased 8.3% and 14.2% for the third quarter and
first nine months of fiscal year 2001, respectively. The sales increases were
primarily due to the acquired Pro-Line business, the introduction of TRESemme
Hydrology, the Motions line of hair care products and St. Ives Swiss Formula
facial products and body wash.
Sales of Alberto-Culver International consumer products ("International")
increased 2.2% in the third quarter and decreased 1.0% in the first nine months
of fiscal 2001 compared to last year. Fiscal year 2001 results were negatively
affected by foreign exchange rates. Had foreign exchange rates this year been
the same as the third quarter and first nine months of fiscal 2000,
International sales would have increased 9.6% and 8.3%, respectively, primarily
due to sales increases for the company's European and Latin American retail
businesses.
The "Specialty distribution-Sally" business segment achieved sales increases of
14.9% for the third quarter and 16.0% for the first nine months of fiscal 2001.
The increases were mainly attributable to the expansion of Sally's full service
operations, higher sales for established Sally Beauty Company outlets and the
addition of stores during the year. At June 30, 2001, Sally Beauty Company had
2,386 stores offering a full range of professional beauty supplies.
Cost of products sold as a percentage of net sales was 48.8% for the third
quarter and 48.7% for the first nine months of fiscal year 2001 compared to
48.9% and 49.0% for the third quarter and first nine months of the prior year,
respectively. The lower cost of products sold percentages in fiscal year 2001
were primarily due to the introduction of higher margin new products, product
mix and lower manufacturing costs.
Compared to the prior year, advertising, promotion, selling and administrative
expenses in fiscal year 2001 increased $26.4 million or 10.6% for the third
quarter and $86.6 million or 11.9 % for the first nine months. The increases
primarily resulted from the selling and administration costs associated with the
expansion of the Sally Beauty Company business and the growth of the North
America business, including the acquisition of Pro-Line.
8
Net interest expense in fiscal year 2001 decreased $331,000 for the third
quarter and increased $3.4 million for the first nine months compared to the
same periods of the prior year. The nine month increase was primarily
attributable to additional interest expense related to the $200 million of 8.25%
senior notes issued in April, 2000. The higher interest expense was partially
offset by lower interest expense related to the repayment of borrowings under
the revolving credit facility, the payoff of the $20 million of notes payable
which matured in September, 2000, lower borrowings under the Swedish Krona
revolving credit facility and higher interest income from investing the net
senior note proceeds.
The fiscal year 2001 provision for income taxes as a percentage of earnings
before income taxes was 34.0% for the third quarter and first nine months,
compared to 33% for the third quarter and first nine months of fiscal year 2000.
The higher 2001 tax rates are mainly due to the mix of foreign taxable earnings.
FINANCIAL CONDITION
-------------------
June 30, 2001 versus September 30, 2000
---------------------------------------
The ratio of current assets to current liabilities was 2.25 to 1.00 at June 30,
2001 and 2.17 to 1.00 at September 30, 2000. Working capital of $465.2 million
was $65.5 million higher than the September 30, 2000 balance of $399.7 million.
Inventories increased $41.8 million to $487.0 million during the first nine
months of fiscal year 2001 mainly due to the growth of the Sally Beauty Company
and North America businesses.
Accounts payable increased $17.3 million to $201.1 million during the first nine
months of fiscal year 2001 primarily due to the timing of inventory purchases
and vendor payments.
Long-term debt decreased $13.1 million to $327.9 million mainly due to reduced
borrowing under the company's Swedish Krona revolving credit facility.
NEW ACCOUNTING STANDARDS
------------------------
In December, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition." SAB No. 101 provides
guidance in applying generally accepted accounting principles to revenue
recognition. The company implemented SAB No. 101 in the first quarter of fiscal
year 2001 and its adoption did not have a material effect on the consolidated
financial statements.
In May, 2000, the Emerging Issues Task Force (EITF) of the Financial Accounting
Standards Board (FASB) reached a consensus on Issue No. 00-14, "Accounting for
Certain Sales Incentives." EITF Issue No. 00-14 addresses the recognition,
measurement and income statement classification for various types of sales
incentives including coupons, rebates and free products. The company is required
to comply with EITF Issue No. 00-14 in the second quarter of fiscal year 2002.
In April, 2001, the EITF reached a consensus on Issue No. 00-25, "Vendor Income
Statement Characterization of Consideration from a Vendor to a Retailer." EITF
Issue No. 00-25 addresses the income statement classification for various types
of consideration paid by a vendor to a retailer. The company is required to
comply with EITF Issue No. 00-25 in the second quarter of fiscal year 2002. The
company estimates the adoption of EITF Issue Nos. 00-14 and 00-25 will result in
a reduction of consolidated net sales of approximately 5%-6%, but will have no
effect on consolidated net earnings.
9
In September, 2000, the EITF reached a consensus on Issue No. 00-10, "Accounting
for Shipping and Handling Fees and Costs." EITF Issue No. 00-10 addresses the
income statement classification of shipping and handling fees and costs. The
company implemented EITF Issue No. 00-10 in the first quarter of fiscal year
2001 and its adoption did not have a material effect on the consolidated
financial statements.
In September, 2000, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." SFAS No. 140 replaces SFAS No. 125 and revises
the standards for accounting for securitizations and other transfers of
financial assets and collateral. The company implemented SFAS No. 140 in the
third quarter of fiscal year 2001 and its adoption did not have a material
effect on the consolidated financial statements.
In June, 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 addresses
financial accounting and reporting for business combinations. SFAS No. 142
addresses financial accounting and reporting for acquired goodwill and other
intangible assets and requires companies to discontinue the amortization of
goodwill and certain other intangible assets. The company is required to comply
with SFAS No. 141 in the fourth quarter of fiscal year 2001. The company is
required to comply with SFAS No. 142 in the fourth quarter of fiscal year 2001
for new acquisitions and in the first quarter of fiscal year 2003 for previously
acquired intangibles. The company currently expects to implement the
requirements of SFAS No. 142 for previously acquired intangibles in the first
quarter of fiscal year 2002. The company estimates the discontinuation of
amortization of goodwill and certain other intangibles in accordance with SFAS
No. 142 will result in an increase in consolidated net earnings of approximately
7%-8%.
FORWARD - LOOKING STATEMENTS
----------------------------
This Quarterly Report on Form 10-Q and the documents incorporated by reference
herein, if any, may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements are based on management's current
expectations and assessments of risks and uncertainties and reflect various
assumptions concerning anticipated results, which may or may not prove to be
correct. Some of the factors that could cause actual results to differ
materially from estimates or projections contained in such forward-looking
statements include the pattern of brand sales, including variations in sales
volume within periods; competition within the relevant product markets,
including pricing, promotional activities, continuing customer acceptance of
existing products, loss of distributorship rights and the ability to develop and
successfully introduce new products; risks inherent in acquisitions and
strategic alliances; changes in costs, including changes in labor costs, raw
material prices or promotional expenses; the costs and effects of unanticipated
legal or administrative proceedings; variations in political, economic or other
factors such as currency exchange rates, inflation rates, recessionary or
expansive trends, tax changes, legal and regulatory changes or other external
factors over which Alberto-Culver Company has no control. Alberto-Culver Company
has no obligation to update any forward-looking statement in this Quarterly
Report on Form 10-Q or any incorporated document.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------
There have been no material changes in the company's market risk during the
three months ended June 30, 2001.
10
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------
(a) Exhibits:
None
(b) Reports on Form 8-K:
No report on form 8-K was filed by the registrant during the quarter ended
June 30, 2001.
11
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 thereunto duly authorized.
ALBERTO-CULVER COMPANY
(Registrant)
By: /s/ William J. Cernugel
-------------------------------------------------
William J. Cernugel
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
August 9, 2001
12