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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, 2003

 

-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

incorporation or organization)

 

(I.R.S. Employer

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 ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES x NO ¨

 

At December 31, 2003, the company had 90,032,030 shares of common stock outstanding (adjusted for the February, 2004 50% stock dividend).

 



PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Statements of Earnings

Three Months Ended December 31, 2003 and 2002

(in thousands, except per share data)

 

     (Unaudited)

     2003

   2002

Net sales

   $ 764,751    696,776

Cost of products sold

     382,718    352,288
    

  

Gross profit

     382,033    344,488

Advertising, marketing, selling and administrative

     310,805    282,631

Non-cash charge related to conversion to one class of common stock (note 2)

     63,170    —  
    

  

Operating earnings

     8,058    61,857

Interest expense, net of interest income of $1,166 in 2003 and $892 in 2002

     5,380    5,582
    

  

Earnings before provision for income taxes

     2,678    56,275

Provision for income taxes

     937    20,259
    

  

Net earnings

   $ 1,741    36,016
    

  

Net earnings per share

           

Basic

   $ .02    .41
    

  

Diluted

   $ .02    .40
    

  

Weighted average shares outstanding

           

Basic

     89,109    87,017
    

  

Diluted

     91,199    89,766
    

  

Cash dividends paid per share

   $ .07    .06
    

  

 

See Notes to Consolidated Financial Statements.

 

2


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Balance Sheets

December 31, 2003 and September 30, 2003

(dollars in thousands, except share data)

 

     (Unaudited)        
     December 31,
2003


    September 30,
2003


 

ASSETS

              

Current assets:

              

Cash and cash equivalents

   $ 252,213     370,148  

Receivables, less allowance for doubtful accounts ($20,524 at 12/31/03 and $19,111 at 9/30/03)

     232,086     226,054  

Inventories:

              

Raw materials

     37,532     35,714  

Work-in-process

     4,347     4,633  

Finished goods

     559,765     490,810  
    


 

Total inventories

     601,644     531,157  

Other current assets

     40,944     38,130  
    


 

Total current assets

     1,126,887     1,165,489  
    


 

Property, plant and equipment at cost, less accumulated depreciation ($328,265 at 12/31/03 and $312,530 at 9/30/03)

     275,451     264,335  

Goodwill, net

     453,130     355,285  

Trade names, net

     93,578     84,463  

Other assets

     76,571     76,037  
    


 

Total assets

   $ 2,025,617     1,945,609  
    


 

LIABILITIES AND STOCKHOLDERS’ EQUITY

              

Current liabilities:

              

Current maturities of long-term debt

   $ 195     295  

Accounts payable

     231,604     220,633  

Accrued expenses

     207,846     222,860  

Income taxes

     13,952     21,721  
    


 

Total current liabilities

     453,597     465,509  
    


 

Long-term debt

     320,564     320,587  

Deferred income taxes

     20,511     39,759  

Other liabilities

     72,298     57,625  

Stockholders’ equity:

              

Common stock, par value $.22 per share, authorized 300,000,000 shares; issued 98,334,130 at 12/31/03 and 97,810,191 at 9/30/03 (notes 2 and 3)

     15,031     15,031  

Additional paid-in capital

     299,483     215,777  

Retained earnings

     1,030,964     1,035,513  

Deferred compensation

     (5,052 )   (4,487 )

Accumulated other comprehensive income – foreign currency translation

     (22,659 )   (40,695 )
    


 

       1,317,767     1,221,139  

Less treasury stock at cost (8,302,100 shares at 12/31/03 and 9,349,977 at 9/30/03) (notes 2 and 3)

     (159,120 )   (159,010 )
    


 

Total stockholders’ equity

     1,158,647     1,062,129  
    


 

Total liabilities and stockholders’ equity

   $ 2,025,617     1,945,609  
    


 

 

See Notes to Consolidated Financial Statements.

 

3


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

Three Months Ended December 31, 2003 and 2002

(dollar amounts in thousands)

 

     (Unaudited)

 
     2003

    2002

 

Cash Flows from Operating Activities:

              

Net earnings

   $ 1,741     36,016  

Adjustments to reconcile net earnings to net cash provided (used) by operating activities:

              

Depreciation

     11,749     11,018  

Amortization

     804     874  

Non-cash charge related to conversion to one class of common stock, net of taxes (note 2)

     41,060     —    

Cash effects of changes in (exclusive of acquisitions):

              

Receivables, net

     10,075     3,427  

Inventories, net

     (26,182 )   (21,950 )

Other current assets

     (1,373 )   622  

Accounts payable and accrued expenses

     (23,392 )   (53,103 )

Income taxes

     13,546     14,110  

Other assets

     542     178  

Other liabilities

     (629 )   (77 )
    


 

Net cash provided (used) by operating activities

     27,941     (8,885 )
    


 

Cash Flows from Investing Activities:

              

Capital expenditures

     (16,255 )   (9,441 )

Payments for purchased businesses, net of acquired companies’ cash

     (125,215 )   (16 )

Other, net

     146     372  
    


 

Net cash used by investing activities

     (141,324 )   (9,085 )
    


 

Cash Flows from Financing Activities:

              

Short-term borrowings, net

     —       4  

Proceeds from issuance of long-term debt

     87     —    

Repayments of long-term debt

     (70 )   (1,095 )

Cash dividends paid

     (6,290 )   (5,262 )

Proceeds from exercise of stock options

     38,269     8,670  

Stock purchased for treasury

     (39,844 )   (7,721 )
    


 

Net cash used by financing activities

     (7,848 )   (5,404 )
    


 

Effect of foreign exchange rate changes on cash

     3,296     1,551  
    


 

Net decrease in cash and cash equivalents

     (117,935 )   (21,823 )

Cash and cash equivalents at beginning of period

     370,148     217,485  
    


 

Cash and cash equivalents at end of period

   $ 252,213     195,662  
    


 

 

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, 2003. However, in the opinion of the company, the consolidated financial statements reflect all adjustments, which include only normal recurring 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) CONVERSION TO ONE CLASS OF COMMON STOCK

 

On October 22, 2003, the Board of Directors approved the conversion of all of the issued shares of Class A common stock into Class B common stock on a one share-for-one share basis in accordance with the terms of the company’s certificate of incorporation. The conversion became effective after the close of business on November 5, 2003. The single class of common stock continues to trade on the New York Stock Exchange under the symbol ACV. Following the conversion, all outstanding options to purchase shares of Class A common stock became options to purchase an equal number of shares of Class B common stock.

 

The company accounts for its stock compensation expense in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” Under these rules, the conversion to one class of common stock requires the company to recognize a non-cash charge from the remeasurement of the intrinsic value of all Class A stock options outstanding on the conversion date. A portion of this non-cash charge was recognized on the conversion date for vested stock options and the remaining non-cash charges related to unvested stock options and restricted shares will be recognized over the remaining vesting periods. As a result, the company will record a non-cash charge against pre-tax earnings of $105.9 million ($68.8 million after taxes), of which $63.2 million ($41.1 million after taxes) was recognized in the first quarter of fiscal year 2004, another $23.6 million ($15.3 million after taxes) will be recognized during the remainder of fiscal year 2004 and $19.1 million ($12.4 million after taxes) will be recognized over the following three fiscal years in diminishing amounts. The non-cash charges will reduce operating earnings, provision for income taxes, net earnings and basic and diluted net earnings per share. The balance sheet effect of the options remeasurement increased total stockholders’ equity by $22.1 million in the first quarter of fiscal year 2004 and resulted in the recognition of a deferred tax asset of the same amount. Thereafter, the remaining non-cash charges will increase total stockholders’ equity and result in the recognition of additional deferred tax assets of $8.3 million during the remainder of fiscal year 2004 and $6.7 million over the following three fiscal years in diminishing amounts.

 

(3) STOCKHOLDERS’ EQUITY

 

On January 21, 2004, the Board of Directors approved a 3-for-2 stock split in the form of a 50% stock dividend on the company’s outstanding shares. The additional shares will be distributed February 20, 2004 to shareholders of record at the close of business on February 2, 2004. The stock dividend is being distributed only on outstanding shares and not on shares held in the treasury. All share and per share information in this report, except for treasury shares, has been restated to reflect the 50% stock dividend.

 

The Board of Directors also approved on January 21, 2004 an increase in the cash dividend, raising the quarterly dividend 42.9% to 10 cents per share or 40 cents annually after reflecting the 50% stock dividend. The cash dividend is payable February 20, 2004 to stockholders of record on February 2, 2004.

 

5


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements (Continued)

 

On January 22, 2004, the shareholders approved an amendment to the company’s certificate of incorporation that eliminated Class A common stock from the authorized capital of the company and redesignated the Class B common stock to Common Stock. The newly designated Common Stock continues to trade on the New York Stock Exchange under the symbol ACV.

 

In July, 2002, the Board of Directors authorized the company to purchase up to 2,384,150 shares of Class A common stock. As of October 22, 2003, the company had purchased 331,700 Class A shares under the authorization at a total cost of $15.1 million. On October 22, 2003, the Board of Directors authorized the company to purchase up to 2,052,450 shares of Common Stock. This authorization replaced the Class A repurchase program. A total of 2,052,450 shares remain available for purchase under the program as of December 31, 2003.

 

During the three months ended December 31, 2003 and 2002, the company acquired $39.8 million and $871,000, respectively, of common stock surrendered by employees in connection with the exercise 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.

 

(4) WEIGHTED AVERAGE SHARES OUTSTANDING

 

The following table provides information on basic and diluted weighted average shares outstanding (in thousands):

 

     Three Months
Ended December 31


     2003

   2002

Basic weighted average shares outstanding

   89,109    87,017

Effect of dilutive securities:

         

Assumed exercise of stock options

   1,652    2,211

Assumed vesting of restricted stock

   438    538
    
  

Diluted weighted average shares outstanding

   91,199    89,766
    
  

 

No stock options were anti-dilutive for the three months ended December 31, 2003 or 2002.

 

6


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements (Continued)

 

(5) ACCOUNTING FOR STOCK-BASED COMPENSATION

 

The Financial Accounting Standards Board’s Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” requires either the adoption of a fair value based method of accounting for stock-based compensation or the continuance of the intrinsic value method with pro-forma disclosures as if the fair value method was adopted. The company has elected to continue measuring compensation expense for its stock-based plans using the intrinsic value method prescribed by APB No. 25 and, accordingly, no compensation cost related to stock options has been recognized in the consolidated statements of earnings.

 

Had compensation expense for these stock option plans been determined based upon the fair value of stock options on the dates of grant and recognized over the vesting period consistent with SFAS No. 123, the company’s pro-forma net earnings and net earnings per share for the three months ended December 31, 2003 and 2002 would have been as follows (in thousands, except per share amounts):

 

     Three Months Ended
December 31


 
     2003

    2002

 

Net earnings:

              

As reported

   $ 1,741     36,016  

Add: Stock-based compensation expense included in reported net income, net of related income tax effects

     41,319     219  

Less: Stock-based compensation expense determined under the fair-value based method for all awards, net of related income tax effects

     (2,811 )   (1,721 )
    


 

Pro-forma

   $ 40,249     34,514  
    


 

Basic net earnings per share:

              

As reported

   $ .02     .41  

Pro-forma

   $ .45     .40  

Diluted net earnings per share:

              

As reported

   $ .02     .40  

Pro-forma

   $ .44     .38  

 

The $41.3 million addback for the three months ended December 31, 2003 for stock-based compensation expense included in reported net income includes the $41.1 million after-tax non-cash charge related to the conversion to a single class of common stock. The $2.8 million deduction for the three months ended December 31, 2003 for stock-based compensation expense determined under the fair-value based method for all awards includes a $74,000 pro-forma after-tax non-cash charge related to the conversion to a single class of common stock. See note 2 for further discussion of the conversion.

 

7


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements (Continued)

 

(6) COMPREHENSIVE INCOME

 

Comprehensive income consists of net earnings and foreign currency translation adjustments, as follows (in thousands):

 

     Three Months
Ended December 31


     2003

   2002

Net earnings

   $ 1,741    36,016

Other comprehensive income adjustments-foreign currency translation

     18,036    9,911
    

  

Comprehensive income

   $ 19,777    45,927
    

  

 

The net earnings and comprehensive income amounts for the three months ended December 31, 2003 include the $41.1 million after-tax non-cash charge related to the conversion to a single class of common stock. See note 2 for further discussion of the conversion.

 

(7) BUSINESS SEGMENT INFORMATION

 

Segment data for the three months ended December 31, 2003 and 2002 is as follows (in thousands):

 

     Three Months
Ended December 31


 
     2003

    2002

 

Net sales:

              

Global Consumer Products

   $ 277,587     258,946  

Specialty distribution – Sally

     491,356     442,941  

Eliminations

     (4,192 )   (5,111 )
    


 

     $ 764,751     696,776  
    


 

Earnings before provision for income taxes:

              

Global Consumer Products

   $ 24,689     22,499