UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) |
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For the quarterly period ended June 30, 2004 |
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OR |
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TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) |
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Commission file number: 333-115363 |
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WH HOLDINGS (CAYMAN ISLANDS) LTD.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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N/A |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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P.O. Box 309GT
Ugland House, South Church Street
Grand Cayman, Cayman Island
(Address of principal executive offices) (Zip code)
(310) 410-9600*
(Registrant’s telephone number, including area code)
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý
Number of shares of registrant’s common shares outstanding as of June 30, 2004 was 104,164,038.
* C/O Chief Financial Officer of Herbalife International, Inc.
WH HOLDINGS (CAYMAN ISLANDS) LTD.
Index to Financial Statements and Exhibits
Filed with the Quarterly Report of the Company on Form 10-Q
For the Three and Six Months ended June 30, 2004
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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1
WH HOLDINGS (CAYMAN ISLANDS) LTD.
(Unaudited)
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December 31, 2003 |
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June 30, 2004 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
150,679,000 |
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$ |
157,132,000 |
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Restricted cash |
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5,701,000 |
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— |
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Receivables net of allowance for doubtful accounts of $2,527,000 (2003) and $4,731,000 (2004), and including related party receivables of $323,000 (2003) |
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31,977,000 |
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33,155,000 |
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Inventories |
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59,397,000 |
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70,503,000 |
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Prepaid expenses and other current assets |
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20,825,000 |
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25,521,000 |
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Deferred income taxes |
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9,164,000 |
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8,963,000 |
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Total current assets |
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277,743,000 |
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295,274,000 |
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Property, at cost, net of accumulated depreciation and amortization of $17,607,000 (2003) and $22,292,000 (2004) |
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45,411,000 |
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46,524,000 |
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Deferred compensation plan assets |
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21,340,000 |
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21,420,000 |
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Other assets |
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5,795,000 |
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6,279,000 |
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Deferred financing costs, net of accumulated amortization of $10,266,000 (2003) and $13,295,000 (2004) |
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33,278,000 |
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30,625,000 |
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Marketing franchise |
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310,000,000 |
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310,000,000 |
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Distributor network, net of accumulated amortization of $26,539,000 (2003) and $35,906,000 (2004) |
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29,661,000 |
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20,294,000 |
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Product certification, product formulae and other intangible assets, net of accumulated amortization of $9,491,000 (2003) and $12,841,000 (2004) |
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13,219,000 |
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9,935,000 |
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Goodwill |
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167,517,000 |
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167,517,000 |
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TOTAL |
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$ |
903,964,000 |
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$ |
907,868,000 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
22,526,000 |
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$ |
23,639,000 |
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Royalty overrides |
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76,522,000 |
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73,922,000 |
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Accrued compensation |
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19,127,000 |
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21,125,000 |
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Accrued expenses |
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59,669,000 |
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83,471,000 |
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Current portion of long term debt |
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72,377,000 |
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22,213,000 |
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Advance sales deposits |
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6,574,000 |
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11,698,000 |
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Income taxes payable |
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19,427,000 |
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43,062,000 |
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Total current liabilities |
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$ |
276,222,000 |
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$ |
279,130,000 |
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NON-CURRENT LIABILITIES: |
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Long term debt, net of current portion, including related party debt of $23,700,000 (2003) and $5,808,000 (2004) |
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252,917,000 |
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482,114,000 |
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Deferred compensation |
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22,442,000 |
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18,932,000 |
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Deferred income taxes |
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111,910,000 |
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96,863,000 |
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Other non-current liabilities |
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2,685,000 |
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2,721,000 |
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Total liabilities |
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$ |
666,176,000 |
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$ |
879,760,000 |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS’ EQUITY: |
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Preferred shares, $0.001 par value (aggregate liquidation preference $446,241,000 (2003)), 12% Series A Cumulative and Convertible, 106,000,000 (2003) shares authorized, 102,013,572 (2003) shares issued and outstanding |
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102,000 |
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Common shares, $0.001 par value, 250,000,000 shares authorized, 104,164,038 (2004) shares issued and outstanding |
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$ |
104,000 |
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Paid-in-capital in excess of par value |
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183,407,000 |
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1,330,000 |
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Accumulated other comprehensive income |
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3,427,000 |
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2,718,000 |
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Retained earnings |
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50,852,000 |
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23,956,000 |
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Total stockholders’ equity |
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$ |
237,788,000 |
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$ |
28,108,000 | |