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:
March 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 March 31, 2001, the company had 23,648,011 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 March 31, 2001 and 2000
(in thousands, except per share data)
(Unaudited)
-------------------------
2001 2000
--------- -------
Net sales $622,558 553,813
Cost of products sold 299,270 271,520
-------- -------
Gross profit 323,288 282,293
Advertising, promotion, selling and administrative 277,853 244,069
-------- -------
Operating earnings 45,435 38,224
Interest expense, net of interest income of $1,307
in 2001 and $620 in 2000 5,670 4,259
-------- -------
Earnings before provision for income taxes 39,765 33,965
Provision for income taxes 13,873 11,208
-------- -------
Net earnings $ 25,892 22,757
======== =======
Net earnings per share
Basic $ 0.46 0.41
======== =======
Diluted $ 0.45 0.40
======== =======
Cash dividends paid per share $ .0825 .0750
======== =======
See notes to consolidated financial statements.
2
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
Six Months Ended March 31, 2001 and 2000
(in thousands, except per share data)
(Unaudited)
----------------------------
2001 2000
---------- ---------
Net sales $1,216,118 1,079,612
Cost of products sold 591,453 528,890
---------- ---------
Gross profit 624,665 550,722
Advertising, promotion, selling and administrative 538,215 478,002
Non-recurring gain (Note 5) -- (9,257)
---------- ---------
Operating earnings (Note 5) 86,450 81,977
Interest expense, net of interest income of $2,509
in 2001 and $1,365 in 2000 11,422 7,686
---------- ---------
Earnings before provision for income taxes (Note 5) 75,028 74,291
Provision for income taxes (Note 5) 25,510 24,701
---------- ---------
Net earnings (Note 5) $ 49,518 49,590
========== =========
Net earnings per share (Note 5)
Basic $ 0.88 0.89
========== =========
Diluted $ 0.86 0.88
========== =========
Cash dividends paid per share $ .1575 .1400
========= =========
See notes to consolidated financial statements.
3
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 2001 and September 30, 2000
(dollars in thousands, except share data)
(Unaudited)
March 31, September 30,
ASSETS 2001 2000
------ ---------- ------------
Current assets:
Cash and cash equivalents $ 140,456 114,637
Short-term investments 995 314
Receivables, less allowance for doubtful
accounts ($10,926 at 3/31/01 and $10,135 at 9/30/00) 158,227 154,207
Inventories:
Raw materials 43,664 45,197
Work-in-process 4,423 4,819
Finished goods 426,723 395,241
---------- ---------
Total inventories 474,810 445,257
Other current assets 26,848 26,122
---------- ---------
Total current assets 801,336 740,537
---------- ---------
Property, plant and equipment at cost, less accumulated
depreciation ($223,087 at 3/31/01 and $211,337 at 9/30/00) 232,047 240,091
Goodwill, net 263,277 263,847
Trade names, net 81,262 83,788
Other assets 57,650 57,335
---------- ---------
Total assets $1,435,572 1,385,598
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term borrowings and current maturities of long-term debt $ 5,746 3,988
Accounts payable 193,736 183,770
Accrued expenses 141,990 135,115
Income taxes 14,307 17,916
---------- ---------
Total current liabilities 355,779 340,789
---------- ---------
Long-term debt 332,305 340,948
Deferred income taxes 39,274 38,349
Other liabilities 29,715 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 188,476 190,137
Retained earnings 728,291 687,631
Deferred compensation (5,544) (4,221)
Accumulated other comprehensive income -
foreign currency translation (59,858) (54,400)
---------- ---------
866,396 834,178
Less treasury stock at cost (Class A common shares: 6,964,787
at 3/31/01 and 7,630,930 at 9/30/00; Class B common shares:
4,753,184 at 3/31/01 and 9/30/00) (187,897) (201,918)
---------- ---------
Total stockholders' equity 678,499 632,260
---------- ---------
Total liabilities and stockholders' equity $1,435,572 1,385,598
========== =========
See notes to consolidated financial statements.
4
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended March 31, 2001 and 2000
(dollar amounts in thousands)
(Unaudited)
---------------------
2001 2000
------ ------
Cash Flows from Operating Activities:
------------------------------------
Net earnings $ 49,518 49,590
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 25,784 23,248
Non-recurring gain (Note 5) -- (9,257)
Cash effects of changes in (exclusive of acquisitions):
Receivables, net (5,143) (5,700)
Inventories (27,524) (18,563)
Other current assets (966) (2,918)
Accounts payable and accrued expenses 17,259 (10,683)
Income taxes (5,209) 3,721
Other assets 10,052 11,925
Other liabilities (4,951) (10,670)
-------- -------
Net cash provided by operating activities 58,820 30,693
-------- -------
Cash Flows from Investing Activities:
------------------------------------
Short-term investments (700) 1,257
Capital expenditures (13,735) (19,097)
Payments for purchased businesses, net of acquired companies' cash (12,646) (113,036)
Proceeds from sale of trademark (Note 5) -- 10,000
Other, net (541) 4,224
-------- --------
Net cash used by investing activities (27,622) (116,652)
-------- --------
Cash Flows from Financing Activities:
------------------------------------
Short-term borrowings 2,228 2,933
Proceeds from long-term debt 27 108,215
Repayments of long-term debt (8,657) (16,435)
Proceeds from sale of receivables -- 5,000
Cash dividends paid (8,858) (7,804)
Cash proceeds from exercise of stock options 11,365 1,177
Stock purchased for treasury (1,348) (3,460)
-------- --------
Net cash provided (used) by financing activities (5,243) 89,626
-------- --------
Effect of foreign exchange rate changes on cash (136) (1,029)
-------- --------
Net increase in cash and cash equivalents 25,819 2,638
Cash and cash equivalents at beginning of period 114,637 55,931
-------- --------
Cash and cash equivalents at end of period $140,456 58,569
======== ========
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 56,134,000 and 55,743,000 for the three months ended
March 31, 2001 and 2000, respectively, and 55,978,000 and 55,725,000 for
the six months ended March 31, 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 57,897,000 and 56,405,000
for the three months ended March 31, 2001 and 2000, respectively, and
57,592,000 and 56,415,000 for the six months ended March 31, 2001 and 2000,
respectively.
The following table provides a reconciliation of diluted weighted average
shares outstanding (in thousands):
Three Months Six Months
Ended March 31 Ended March 31
-------------- --------------
2001 2000 2001 2000
---- ---- ---- ----
Basic weighted average shares
outstanding 56,134 55,743 55,978 55,725
Effect of dilutive securities:
Assumed exercise of
stock options 1,391 587 1,242 615
Assumed vesting of
restricted stock 372 -- 372 --
Other -- 75 -- 75
------ ------ ------ ------
Diluted weighted average shares
outstanding 57,897 56,405 57,592 56,415
====== ====== ====== ======
Stock options for 1,845,000 shares were excluded from the computation of
diluted earnings per share for the three months and six months ended March
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 in fiscal year 2001.
(3) Comprehensive income consists of net earnings and foreign currency
translation adjustments as follows (in thousands):
Three Months Six Months
Ended March 31 Ended March 31
-------------- --------------
2001 2000 2001 2000
---- ---- ---- ----
Net earnings $25,892 22,757 49,518 49,590
Other comprehensive income
adjustments-foreign currency
translation (8,518) (2,787) (5,458) (7,499)
------- ------ ------ ------
Comprehensive income $17,374 19,970 44,060 42,091
======= ====== ====== ======
6
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(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 March 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.
(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 six months ended March 31, 2001 and 2000 is
as follows (in thousands):
Three Months Six Months
Ended March 31 Ended March 31
-------------- --------------
2001 2000 2001 2000
---- ---- ---- ----
Net sales:
---------
Consumer products:
Alberto-Culver North America $ 155,473 132,725 302,063 257,314
Alberto-Culver International 109,261 110,463 214,917 220,821
--------- -------- --------- ---------
Total consumer products 264,734 243,188 516,980 478,135
Specialty distribution - Sally 364,144 315,570 712,863 611,444
Eliminations (6,320) (4,945) (13,725) (9,967)
--------- -------- --------- ---------
$ 622,558 553,813 1,216,118 1,079,612
========= ======== ========= =========
Earnings before provision for income taxes:
-------------------------------------------
Consumer products:
Alberto-Culver North America $ 11,723 7,100 24,883 14,172
Alberto-Culver International 2,195 1,246 2,914 2,096
--------- -------- --------- ---------
Total consumer products 13,918 8,346 27,797 16,268
Specialty distribution - Sally 36,655 31,685 71,177 61,476
--------- -------- --------- ---------
Segment operating profit 50,573 40,031 98,974 77,744
Non-recurring gain (Note 5) -- -- -- 9,257
Unallocated expenses, net (5,138) (1,807) (12,524) (5,024)
Interest expense, net of interest income (5,670) (4,259) (11,422) (7,686)
--------- -------- --------- ---------
$ 39,765 33,965 75,028 74,291
========= ======== ========= =========
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
---------------------------------------------------------------------------
FINANCIAL CONDITION
-------------------
RESULTS OF OPERATIONS
---------------------
Second Quarter and Six Months Ended March 31, 2001 versus Second Quarter and Six
--------------------------------------------------------------------------------
Months Ended March 31, 2000
---------------------------
The company achieved record second quarter net sales of $622.6 million in fiscal
year 2001, up $68.7 million or 12.4% over the comparable period of fiscal year
2000. For the six month period ending March 31, 2001, net sales reached a new
high of $1.22 billion, representing a 12.6% increase compared to last year's six
month period.
Net earnings for the three months ended March 31, 2001 were $25.9 million or
13.8% higher than the same period of the prior year. Basic earnings per share
were 46 cents in fiscal year 2001 and 41 cents in 2000. Diluted earnings per
share increased 12.5% to 45 cents in fiscal year 2001 from 40 cents in 2000.
Net earnings were $49.5 million for the six months ended March 31, 2001 or 13.6%
higher than the prior year's first half net earnings of $43.6 million before the
non-recurring gain described below. Excluding the fiscal 2000 non-recurring
gain, basic earnings per share of 88 cents in fiscal year 2001 were 10 cents or
12.8% higher than the same period of fiscal year 2000. Diluted earnings per
share before the non-recurring gain increased 11.7% to 86 cents in fiscal year
2001 from 77 cents 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 first half net earnings decreased $72,000 or 0.1%
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 17.1% and 17.4% for the second quarter and
first six months of fiscal year 2001, respectively. The increases were primarily
due to sales related to the acquired Pro-Line business, the introduction of
TRESemme Hydrology and higher sales of the St. Ives Swiss Formula facial
products, the Alberto VO5 Herbals line of shampoos and conditioners and the
Motions line of hair care products.
Sales of Alberto-Culver International consumer products ("International")
decreased 1.1% in the second quarter and 2.7% in the first six 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 second quarter and first six months of fiscal 2000, International sales
would have increased 7.4% and 7.6%, respectively.
The "Specialty distribution-Sally" business segment achieved sales increases of
15.4% for the second quarter and 16.6% for the first six 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 March 31, 2001, Sally Beauty Company had
2,350 stores offering a full range of professional beauty supplies.
Cost of products sold as a percentage of net sales was 48.1% for the second
quarter and 48.6% for the first six months of fiscal year 2001 compared to 49.0%
for the second quarter and first six months of the prior year. 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 $33.8 million or 13.8% for the second
quarter and $60.2 million or 12.6% for the first six 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.
Net interest expense in fiscal year 2001 increased $1.4 million for the second
quarter and $3.7 million for the first six months compared to the same periods
of the prior year. The increases were 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 34.9% for the second quarter and 34.0% for the first six
months, compared to 33% for the second quarter and first six months of fiscal
year 2000. The higher 2001 tax rates are mainly due to the mix of foreign
taxable earnings.
8
FINANCIAL CONDITION
-------------------
March 31, 2001 versus September 30, 2000
----------------------------------------
The ratio of current assets to current liabilities was 2.25 to 1.00 at March 31,
2001 and 2.17 to 1.00 at September 30, 2000. Working capital of $445.6 million
was $45.9 million higher than the September 30, 2000 balance of $399.7 million.
Inventories increased $29.6 million to $474.8 million during the first six
months of fiscal year 2001. The increase primarily resulted from the growth of
Sally Beauty Company and the increase in North America's business, including the
launch of new or improved products.
Accounts payable increased $10.0 million to $193.7 million during the first six
months of fiscal year 2001 primarily due to the timing of inventory purchases
and vendor payments.
Long-term debt decreased $8.6 million to $332.3 million primarily 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.
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 is required to comply with SFAS No.
140 in the third quarter of fiscal year 2001 and estimates its adoption will not
have a material effect on the consolidated financial statements.
9
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 March 31, 2001.
10
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
At the annual meeting of stockholders on January 25, 2001, A.G. Atwater, Jr.,
Sam J. Susser and William W. Wirtz were elected as directors of the Company. Mr.
Atwater received a Class A and Class B common stockholder vote of 20,277,990 and
31,158,913 shares "for" and 51,530 and 264,384 shares "withheld", respectively.
Mr. Susser received a Class A and Class B common stockholder vote of 19,182,400
and 29,385,770 shares "for" and 1,147,120 and 2,037,527 shares "withheld"
respectively. Mr. Wirtz received a Class A and Class B common stockholder vote
of 20,274,500 and 31,154,856 shares "for" and 55,020 and 268,441 shares
"withheld" respectively.
Stockholders at the annual meeting also voted on whether to re-approve the
company's Employee Stock Option Plan of 1988, as amended. The amended plan was
approved by a Class A and Class B stockholder vote of 16,226,940 and 27,279,016
shares "for"; 1,094,710 and 3,056,471 shares "against"; and 13,830 and 283,039
shares "abstaining", respectively.
In addition, stockholders at the annual meeting voted on whether to re-approve
the company's 1994 Restricted Stock Plan, as amended. The amended plan was
approved by a Class A and Class B stockholder vote of 16,928,470 and 28,244,359
shares "for"; 392,670 and 2,091,151 shares "against"; and 14,350 and 283,017
shares "abstaining", respectively.
Class A common stock has a one-tenth vote per share and Class B common stock has
one vote per share.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------
(a) Exhibits:
10 (a) Copy of Alberto-Culver Company Management Incentive Plan dated
November 1, 2000, as amended.*
*This exhibit is a management contract or compensatory plan or
arrangement of the registrant.
(b) Reports on Form 8-K:
No report on Form 8-K was filed by the registrant during the quarter ended
March 31, 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)
May 11, 2001
12