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) |
Registrants 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 years 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 companys 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 companys 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 companys 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 Boards 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 companys 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 | ||||