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:
December 31, 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 December 31, 2001, the company had 25,267,424 shares of Class A common stock
and 32,331,640 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 December 31, 2001 and 2000
(in thousands, except per share data)
(Unaudited)
-------------------
2001 2000
-------- --------
Net sales (Note 7) $614,260 563,867
Cost of products sold (Note 7) 313,588 294,257
-------- --------
Gross profit 300,672 269,610
Advertising, promotion, selling and administrative (Note 7) 250,276 228,595
-------- --------
Operating earnings 50,396 41,015
Interest expense, net of interest income of $1,198
in 2001 and $1,202 in 2000 5,329 5,752
-------- --------
Earnings before provision for income taxes 45,067 35,263
Provision for income taxes 15,773 11,637
-------- --------
Net earnings (Note 6) $ 29,294 23,626
======== ========
Net earnings per share (Note 6)
Basic $ 0.52 0.42
======== ========
Diluted $ 0.50 0.41
======== ========
Cash dividends paid per share $ .0825 .075
======== ========
See Notes to Consolidated Financial Statements.
2
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2001 and September 30, 2001
(dollars in thousands, except share data)
(Unaudited)
December 31, September 30,
ASSETS 2001 2001
------ ----------------- -----------------
Current assets:
Cash and cash equivalents $ 91,449 201,970
Short-term investments 1,017 869
Receivables, less allowance for doubtful
accounts ($12,366 at 12/31/01 and $11,387 at 9/30/01) 170,093 169,657
Inventories:
Raw materials 40,898 41,521
Work-in-process 4,764 4,782
Finished goods 459,906 432,008
------------ -----------
Total inventories 505,568 478,311
Other current assets 26,891 26,142
------------ -----------
Total current assets 795,018 876,949
------------ -----------
Property, plant and equipment at cost, less accumulated
depreciation ($246,596 at 12/31/01 and $236,035 at 9/30/01) 244,603 235,822
Goodwill, net 332,464 264,339
Trade names, net 76,393 79,532
Other assets 59,476 59,859
------------ -----------
Total assets $ 1,507,954 1,516,501
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term borrowings and current maturities of long-term debt $ 2,786 2,886
Accounts payable 206,812 191,410
Accrued expenses 137,697 165,525
Income taxes 21,141 30,482
------------ -----------
Total current liabilities 368,436 390,303
------------ -----------
Long-term debt 321,123 321,183
Deferred income taxes 39,203 39,086
Other liabilities 29,387 29,920
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 195,723 190,368
Retained earnings 804,369 779,792
Deferred compensation (7,127) (4,826)
Accumulated other comprehensive income -
foreign currency translation (77,725) (61,284)
------------ -----------
930,271 919,081
Less treasury stock at cost (Class A common shares: 5,345,374 at 12/31/01 and
6,741,946 at 9/30/01; Class B common shares:
5,379,015 at 12/31/01 and 4,753,184 at 9/30/01) (180,466) (183,072)
------------ -----------
Total stockholders' equity 749,805 736,009
------------ -----------
Total liabilities and stockholders' equity $ 1,507,954 1,516,501
============ ===========
See Notes to Consolidated Financial Statements.
3
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended December 31, 2001 and 2000
(dollar amounts in thousands)
(Unaudited)
-------------------------
2001 2000
------ ------
Cash Flows from Operating Activities:
------------------------------------
Net earnings $ 29,294 23,626
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 10,213 9,490
Amortization of goodwill, trade names and other assets 994 3,374
Cash effects of changes in (exclusive of acquisitions):
Receivables, net 3,549 (10,559)
Inventories, net (14,810) (29,587)
Other current assets (498) 378
Accounts payable and accrued expenses (16,915) 15,346
Income taxes (3,232) 5,316
Other assets 242 (482)
Other liabilities (921) 2,673
--------- --------
Net cash provided by operating activities 7,916 19,575
--------- --------
Cash Flows from Investing Activities:
------------------------------------
Short-term investments (141) (215)
Capital expenditures (15,864) (5,303)
Payments for purchased businesses, net of acquired companies' cash (95,596) (11,137)
Other, net 134 (1,042)
--------- --------
Net cash used by investing activities (111,467) (17,697)
--------- --------
Cash Flows from Financing Activities:
------------------------------------
Short-term borrowings, net (201) 177
Proceeds from long-term debt -- 23
Repayments of long-term debt (97) (8,585)
Cash dividends paid (4,717) (4,198)
Cash proceeds from exercise of stock options 25,870 6,679
Stock purchased for treasury (27,999) (841)
--------- --------
Net cash used by financing activities (7,144) (6,745)
--------- --------
Effect of foreign exchange rate changes on cash 174 781
--------- --------
Net decrease in cash and cash equivalents (110,521) (4,086)
Cash and cash equivalents at beginning of period 201,970 114,637
--------- --------
Cash and cash equivalents at end of period $ 91,449 110,551
========= ========
See Notes to Consolidated Financial Statements.
4
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) BASIS OF PRESENTATION
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, 2001. 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) STOCKHOLDERS' EQUITY
On January 24, 2002, the company announced an increase in the cash dividend on
Class A and Class B common stock, raising the quarterly dividend 9.1% to 9 cents
per share or 36 cents annually. The cash dividend is payable February 20, 2002
to stockholders of record on February 5, 2002.
In 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 December 31, 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.
During the three months ended December 31, 2001, the company acquired $28.0
million of Class A and Class B common shares surrendered by employees in
connection with the exercises of stock options and the payment of withholding
taxes as provided under the terms of certain incentive plans. Shares acquired
under these plans are not subject to the above-mentioned stock repurchase
program.
(3) WEIGHTED AVERAGE SHARES OUTSTANDING
The following table provides information about basic and diluted weighted
average shares outstanding (in thousands):
Three Months
Ended December 31
-----------------
2001 2000
---- ----
Basic weighted average shares
outstanding 56,851 56,197
Effect of dilutive securities:
Assumed exercise of
stock options 1,247 1,131
Assumed vesting of
restricted stock 412 --
------ ------
Diluted weighted average shares
outstanding 58,510 57,328
====== ======
Stock options for 5,000 shares were excluded from the computation of diluted
earnings per share for the three months ended December 31, 2000, as the options'
exercise prices were greater than the average market price and, therefore, were
anti-dilutive. No stock options were anti-dilutive for the three months ended
December 31, 2001.
5
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(4) COMPREHENSIVE INCOME
Comprehensive income consists of net earnings and foreign currency translation
adjustments as follows (in thousands):
Three Months
Ended December 31
-----------------
2001 2000
---- ----
Net earnings $ 29,294 23,626
Other comprehensive income
adjustments-foreign currency
translation (16,441) 3,060
-------- ------
Comprehensive income $ 12,853 26,686
======== ======
(5) BUSINESS SEGMENT INFORMATION
Segment data for the three months ended December 31, 2001 and 2000 is as follows
(in thousands):
Three Months
Ended December 31
-----------------
2001 2000
---- ----
Net sales:
---------
Consumer products:
Alberto-Culver North America $147,105 131,330
Alberto-Culver International 92,932 93,361
-------- -------
Total consumer products 240,037 224,691
Specialty distribution - Sally 380,506 346,581
Eliminations (6,283) (7,405)
-------- -------
$614,260 563,867
======== =======
Earnings before provision for income taxes:
-------------------------------------------
Consumer products:
Alberto-Culver North America $ 15,698 13,160
Alberto-Culver International 937 719
-------- -------
Total consumer products 16,635 13,879
Specialty distribution - Sally 38,482 34,522
-------- -------
Segment operating profit 55,117 48,401
Unallocated expenses, net (4,721) (7,386)
Interest expense, net of interest income (5,329) (5,752)
-------- -------
$ 45,067 35,263
======== =======
6
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(6) GOODWILL AND TRADE NAMES
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (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, requires companies to discontinue the amortization of
goodwill and certain other intangible assets and requires an impairment test of
existing goodwill and certain other intangible assets based on a fair value
method. The company adopted SFAS No. 141 in the fourth quarter of fiscal year
2001. The company also adopted SFAS No. 142 in the fourth quarter of fiscal year
2001 for new acquisitions and in the first quarter of fiscal year 2002 for
previously acquired intangibles. In accordance with SFAS No. 142, the company
determined that its trade names have indefinite lives and, therefore, the
amortization of trade names was discontinued effective October 1, 2001. Based on
the results of the company's transitional impairment testing, no impairment of
indefinite-lived trade names existed at October 1, 2001. In addition, as
required by SFAS No. 142, the company ceased the amortization of goodwill
effective October 1, 2001. The company's initial impairment testing of goodwill
is required to be completed by the end of the second quarter of fiscal year
2002.
In accordance with SFAS No. 142, fiscal year 2001 results in the consolidated
statement of earnings have not been restated for the effects of ceasing goodwill
and trade name amortization. Had goodwill and trade name amortization been
discontinued effective October 1, 2000, net earnings and earnings per share for
the three months ended December 31, 2001 and 2000 would have been as follows (in
thousands, except per share data):
Three Months
Ended December 31
-----------------
2001 2000
---- ----
Reported net earnings $ 29,294 23,626
Amortization of goodwill and
trade names, net of income taxes -- 2,011
--------- ------
Pro forma net earnings $ 29,294 25,637
========= ======
Reported basic earnings per share $ 0.52 0.42
Amortization of goodwill and
trade names, net of income taxes -- 0.04
--------- ------
Pro forma basic net earnings per share $ 0.52 0.46
========= ======
Reported diluted earnings per share $ 0.50 0.41
Amortization of goodwill and
trade names, net of income taxes -- 0.04
--------- ------
Pro forma diluted net earnings per share $ 0.50 0.45
========= ======
The change in the carrying amount of goodwill by operating segment for the three
months ended December 31, 2001 is as follows (in thousands):
Specialty
Consumer Products Distribution-
----------------------------------
North America International Sally Total
------------- ------------- ----- -----
Balance as of September 30, 2001 $ 69,379 79,648 115,312 264,339
Additions 236 -- 76,197 76,433
Foreign currency translation effect -- (8,219) (89) (8,308)
--------- ------ ------- -------
Balance as of December 31, 2001 $ 69,615 71,429 191,420 332,464
========= ====== ======= =======
7
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(6) GOODWILL AND TRADE NAMES (Continued)
Indefinite-lived trade names by operating segment at December 31, 2001 and
September 30, 2001 were as follows (in thousands):
December 31, September 30,
2001 2001
---- ----
Trade names, net:
-----------------
Consumer products:
Alberto-Culver North America $ 45,414 45,414
Alberto-Culver International 30,756 33,857
--------- ------
Total consumer products 76,170 79,271
Specialty distribution - Sally 223 261
--------- ------
$ 76,393 79,532
========= ======
(7) NEW ACCOUNTING PRONOUNCEMENTS
In May 2000, the FASB's Emerging Issues Task Force (EITF) 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.
In April 2001, the EITF reached a consensus on Issue No. 00-25," Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products." EITF Issue No. 00-25 addresses the income statement classification
for various types of consideration paid by a vendor to a retailer. The company
adopted the provisions of EITF Issue Nos. 00-14 and 00-25 in the first quarter
of fiscal year 2002. In connection with the adoption of EITF Issue Nos. 00-14
and 00-25, the company reclassified certain amounts for the first quarter of
fiscal year 2001 to conform to the current year presentation resulting in a
$29.7 million reduction in net sales, a $2.1 million increase in cost of
products sold and a $31.8 million decrease in promotion expense. Consolidated
net earnings were not affected by these reclassifications.
8
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
--------------------------------------------------------------------------
FINANCIAL CONDITION
-------------------
RESULTS OF OPERATIONS
---------------------
First Quarter Ended December 31, 2001 versus First Quarter Ended December 31,
----------------------------------------------------------------------------
2000
----
The company achieved record first quarter net sales of $614.3 million in fiscal
year 2002, up $50.4 million or 8.9% over the comparable period of the prior
year.
Net earnings were $29.3 million for the three months ended December 31, 2001 or
24.0% higher than the prior year's first quarter net earnings of $23.6 million.
Basic earnings per share of 52 cents in the first quarter of fiscal year 2002
were 10 cents or 23.8% higher than the same period of fiscal year 2001. Diluted
earnings per share for the current quarter increased 22.0% to 50 cents from 41
cents in the same period of the prior year.
As discussed under "New Accounting Pronouncements," the company discontinued the
amortization of goodwill and trade names in fiscal year 2002. Had last year's
results been restated to eliminate goodwill and trade name amortization, net
earnings for the three months ended December 31, 2001 would have increased $3.7
million or 14.3% versus the prior year with basic earnings per share increasing
6 cents or 13.0% and diluted earnings per share increasing 5 cents or 11.1%.
Compared to the same period of the prior year, sales of Alberto-Culver North
America ("North America") consumer products increased 12.0% in the first quarter
of fiscal year 2002. The increase was primarily due to the introduction of
TRESemme Hydrology and higher sales for St. Ives Swiss Formula body washes and
the TCB and Motions ethnic hair care lines along with increased sales for custom
label filling operations.
Sales of Alberto-Culver International consumer products ("International")
decreased 0.5% in the first quarter of fiscal 2002 compared to last year. Fiscal
year 2002 results were negatively impacted by the effect of foreign exchange
rates. Had foreign exchange rates this year been the same as the first quarter
of fiscal 2001, International sales would have increased 1.0%.
The "Specialty distribution - Sally" business segment achieved a sales increase
of 9.8% for the first quarter of fiscal year 2002. The increase was 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 December 31, 2001, Sally Beauty Company had 2,475 company-owned
stores offering a full range of professional beauty supplies.
Cost of products sold as a percentage of net sales was 51.1% for the first
quarter of fiscal year 2002 compared to 52.2% for the first quarter of the prior
year. The lower cost of products sold percentage in the first quarter of fiscal
year 2002 was primarily due to increased sales of higher margin products and
lower manufacturing costs.
Compared to the prior year, advertising, promotion, selling and administrative
expenses in fiscal year 2002 increased $21.7 million or 9.5% for the first
quarter. The increase primarily resulted from the higher selling and
administrative costs associated with the growth of the Sally Beauty Company
business and higher expenditures for advertising, promotion and market research.
Advertising, promotion and market research expense was $46.1 million and $41.3
million in fiscal years 2002 and 2001, respectively. The increase primarily
resulted from higher advertising expenditures for North America related mainly
to TRESemme Hydrology, St. Ives Swiss Formula facial and lotion products and
Alberto VO5.
Net interest expense in fiscal year 2002 decreased $423,000 for the first
quarter compared to the same period of the prior year. The decrease was
primarily attributable to the payoff of borrowings under the company's Swedish
Krona revolving credit facility.
The provision for income taxes as a percentage of earnings before income taxes
was 35.0% for the first quarter of fiscal year 2002 compared to 33.0% for the
first quarter of the prior year. The higher 2002 tax rate is mainly due to the
mix of foreign taxable earnings.
9
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
FINANCIAL CONDITION
-------------------
December 31, 2001 versus September 30, 2001
-------------------------------------------
Working capital at December 31, 2001 was $426.6 million, a decrease of $60.0
million from $486.6 million at September 30, 2001. The resulting ratio of
current assets to current liabilities was 2.16 to 1.00 at December 31, 2001
compared to 2.25 to 1.00 at September 30, 2001. The decrease in working capital
and the ratio of current assets to current liabilities was primarily due to the
acquisition of full-service beauty supply distributors by Sally Beauty Company
during the first quarter of fiscal year 2002, primarily Armstrong-McCall.
Cash and cash equivalents decreased $110.5 million during the first quarter of
fiscal year 2002 primarily due to the acquisition of full-service beauty supply
distributors by Sally Beauty Company and capital expenditures.
Inventories increased $27.3 million to $505.6 million during the first quarter
of fiscal year 2002 mainly due to the acquisition of full-service beauty supply
distributors and the growth of Sally Beauty Company.
Net goodwill increased $68.1 million during the first three months of fiscal
year 2002 mainly due to goodwill from acquisitions during the quarter, partially
offset by the effects of foreign exchange rates.
Accounts payable increased $15.4 million to $206.8 million during the first
three months of fiscal year 2002 mainly due to the timing of inventory purchases
and vendor payments.
Accrued expenses decreased $27.8 million during the first quarter of fiscal year
2002 primarily due to payments under various incentive plans and semi-annual
interest payments on the company's $320 million of public debt securities.
Accumulated other comprehensive income - foreign currency translation increased
$16.4 million primarily due to the effect of the devaluation of the Argentine
Peso. The balance sheet for the company's Argentine operations was translated
into U.S. dollars using an exchange rate of 1.65 Argentine Pesos to the dollar
as of December 31, 2001 versus 1.00 Argentine Pesos to the dollar as of
September 30, 2001.
NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (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, requires companies to discontinue the amortization of
goodwill and certain other intangible assets and requires an impairment test of
existing goodwill and certain other intangible assets based on a fair value
method. The company adopted SFAS No. 141 in the fourth quarter of fiscal year
2001. The company also adopted SFAS No. 142 in the fourth quarter of fiscal year
2001 for new acquisitions and in the first quarter of fiscal year 2002 for
previously acquired intangibles. In accordance with SFAS No. 142, the company
determined that its trade names have indefinite lives and, therefore, the
amortization of trade names was discontinued effective October 1, 2001. Based on
the results of the company's transitional impairment testing, no impairment of
indefinite-lived trade names existed at October 1, 2001. In addition, as
required by SFAS No. 142, the company ceased the amortization of goodwill
effective October 1, 2001. The company's initial impairment testing of goodwill
is required to be completed by the end of the second quarter of fiscal year
2002.
(Continued)
10
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
NEW ACCOUNTING PRONOUNCEMENTS (Continued)
-------------------------------------------
In accordance with SFAS No. 142, fiscal year 2001 results in the consolidated
statement of earnings have not been restated for the effects of ceasing goodwill
and trade name amortization. Had goodwill and trade name amortization been
discontinued effective October 1, 2000, net earnings and earnings per share for
the three months ended December 31, 2001 and 2000 would have been as follows (in
thousands, except per share data):
Three Months
Ended December 31
-----------------
2001 2000
---- ----
Reported net earnings $29,294 23,626
Amortization of goodwill and
trade names, net of income taxes -- 2,011
------- ------
Pro forma net earnings $29,294 25,637
======= ======
Reported basic earnings per share $ 0.52 0.42
Amortization of goodwill and
trade names, net of income taxes -- 0.04
------- ------
Pro forma basic net earnings per share $ 0.52 0.46
======= ======
Reported diluted earnings per share $ 0.50 0.41
Amortization of goodwill and
trade names, net of income taxes -- 0.04
------- -------
Pro forma diluted net earnings per share $ 0.50 0.45
======= =======
In May 2000, the FASB's Emerging Issues Task Force (EITF) 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.
In April 2001, the EITF reached a consensus on Issue No. 00-25," Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products." EITF Issue No. 00-25 addresses the income statement classification
for various types of consideration paid by a vendor to a retailer. The company
adopted the provisions of EITF Issue Nos. 00-14 and 00-25 in the first quarter
of fiscal year 2002. In connection with the adoption of EITF Issue Nos. 00-14
and 00-25, the company reclassified certain amounts for the first quarter of
fiscal year 2001 to conform to the current year presentation resulting in a
$29.7 million reduction in net sales, a $2.1 million increase in cost of
products sold and a $31.8 million decrease in promotion expense. Consolidated
net earnings were not affected by these reclassifications.
In August, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets, including the
presentation of discontinued operations in the statement of earnings. The
company is required to adopt the provisions of SFAS No. 144 no later than the
first quarter of fiscal year 2003 and does not expect its implementation to have
a material effect on the consolidated financial statements.
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;
11
the effects of a prolonged United States or global economic downturn or
recession; 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, 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 December 31, 2001.
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
December 31, 2001.
12
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)
February 7, 2002
13