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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: March 31, 2004

 

-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 March 31, 2004, the company had 90,477,740 shares of common stock outstanding.

 



PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Statements of Earnings

Three Months Ended March 31, 2004 and 2003

(in thousands, except per share data)

 

     (Unaudited)

     2004

   2003

Net sales

   $ 819,321    706,956

Cost of products sold

     401,810    349,068
    

  

Gross profit

     417,511    357,888

Advertising, marketing, selling and administrative

     341,144    293,006

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

     8,100    —  
    

  

Operating earnings

     68,267    64,882

Interest expense, net of interest income of $854 in 2004 and $688 in 2003

     5,829    5,734
    

  

Earnings before provision for income taxes

     62,438    59,148

Provision for income taxes

     21,853    21,293
    

  

Net earnings

   $ 40,585    37,855
    

  

Net earnings per share

           

Basic

   $ .45    .43
    

  

Diluted

   $ .44    .42
    

  

Weighted average shares outstanding

           

Basic

     89,934    87,324
    

  

Diluted

     91,864    89,994
    

  

Cash dividends paid per share

   $ .10    .07
    

  

 

See Notes to Consolidated Financial Statements.

 

2


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Statements of Earnings

Six Months Ended March 31, 2004 and 2003

(in thousands, except per share data)

 

     (Unaudited)

     2004

   2003

Net sales

   $ 1,584,072    1,403,732

Cost of products sold

     784,528    701,356
    

  

Gross profit

     799,544    702,376

Advertising, marketing, selling and administrative

     651,949    575,637

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

     71,270    —  
    

  

Operating earnings

     76,325    126,739

Interest expense, net of interest income of $2,020 in 2004 and $1,580 in 2003

     11,209    11,316
    

  

Earnings before provision for income taxes

     65,116    115,423

Provision for income taxes

     22,790    41,552
    

  

Net earnings

   $ 42,326    73,871
    

  

Net earnings per share

           

Basic

   $ .47    .84
    

  

Diluted

   $ .46    .82
    

  

Weighted average shares outstanding

           

Basic

     89,540    87,164
    

  

Diluted

     91,433    89,808
    

  

Cash dividends paid per share

   $ .17    .13
    

  

 

See Notes to Consolidated Financial Statements.

 

3


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Balance Sheets

March 31, 2004 and September 30, 2003

(dollars in thousands, except share data)

 

     (Unaudited)        
     March 31,     September 30,  
     2004

    2003

 

ASSETS

              

Current assets:

              

Cash and cash equivalents

   $ 279,039     370,148  

Short-term investments

     12,026     —    

Receivables, less allowance for doubtful accounts ($19,685 at 03/31/04 and $19,111 at 9/30/03)

     233,222     226,054  

Inventories:

              

Raw materials

     36,547     35,714  

Work-in-process

     5,820     4,633  

Finished goods

     575,757     490,810  
    


 

Total inventories

     618,124     531,157  

Other current assets

     47,014     38,130  
    


 

Total current assets

     1,189,425     1,165,489  
    


 

Property, plant and equipment at cost, less accumulated depreciation ($338,335 at 03/31/04 and $312,530 at 9/30/03)

     282,149     264,335  

Goodwill, net

     472,934     355,285  

Trade names, net

     92,221     84,463  

Other assets

     78,339     76,037  
    


 

Total assets

   $ 2,115,068     1,945,609  
    


 

LIABILITIES AND STOCKHOLDERS’ EQUITY

              

Current liabilities:

              

Short-term borrowings and current maturities of long-term debt

   $ 462     295  

Accounts payable

     251,047     220,633  

Accrued expenses

     225,689     222,860  

Income taxes

     20,175     21,721  
    


 

Total current liabilities

     497,373     465,509  
    


 

Long-term debt

     320,690     320,587  

Deferred income taxes

     21,444     39,759  

Other liabilities

     71,182     57,625  

Stockholders’ equity:

              

Common stock, par value $.22 per share, authorized 300,000,000 shares; issued 98,470,287 at 3/31/04 and 97,810,191 at 9/30/03 (notes 2 and 3)

     21,663     15,031  

Additional paid-in capital

     309,596     215,777  

Retained earnings

     1,055,842     1,035,513  

Deferred compensation

     (4,531 )   (4,487 )

Accumulated other comprehensive income – foreign currency translation

     (24,884 )   (40,695 )
    


 

       1,357,686     1,221,139  

Less treasury stock at cost (7,992,547 shares at 3/31/04 and 9,349,977 at 9/30/03) (notes 2 and 3)

     (153,307 )   (159,010 )
    


 

Total stockholders’ equity

     1,204,379     1,062,129  
    


 

Total liabilities and stockholders’ equity

   $ 2,115,068     1,945,609  
    


 

 

See Notes to Consolidated Financial Statements.

 

4


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

Six Months Ended March 31, 2004 and 2003

(dollar amounts in thousands)

 

     (Unaudited)

 
     2004

    2003

 

Cash Flows from Operating Activities:

              

Net earnings

   $ 42,326     73,871  

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

              

Depreciation

     23,883     21,617  

Amortization

     1,584     1,674  

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

     46,325     —    

Cash effects of changes in (exclusive of acquisitions):

              

Receivables, net

     9,857     8,724  

Inventories, net

     (40,484 )   (19,466 )

Other current assets

     (3,309 )   (2,030 )

Accounts payable and accrued expenses

     19,450     (32,954 )

Income taxes

     24,030     414  

Other assets

     (1,744 )   2,276  

Other liabilities

     (3,308 )   (2,404 )
    


 

Net cash provided by operating activities

     118,610     51,722  
    


 

Cash Flows from Investing Activities:

              

Short-term investments

     (12,026 )   —    

Capital expenditures

     (34,626 )   (21,433 )

Payments for purchased businesses, net of acquired companies’ cash

     (157,407 )   (108 )

Other, net

     (95 )   166  
    


 

Net cash used by investing activities

     (204,154 )   (21,375 )
    


 

Cash Flows from Financing Activities:

              

Short-term borrowings, net

     238     634  

Proceeds from issuance of long-term debt

     333     122  

Repayments of long-term debt

     (147 )   (1,130 )

Cash dividends paid

     (15,365 )   (11,405 )

Proceeds from exercise of stock options

     46,507     15,476  

Stock purchased for treasury

     (40,065 )   (9,610 )
    


 

Net cash used by financing activities

     (8,499 )   (5,913 )
    


 

Effect of foreign exchange rate changes on cash

     2,934     4,974  
    


 

Net increase (decrease) in cash and cash equivalents

     (91,109 )   29,408  

Cash and cash equivalents at beginning of period

     370,148     217,485  
    


 

Cash and cash equivalents at end of period

   $ 279,039     246,893  
    


 

 

See Notes to Consolidated Financial Statements.

 

5


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 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 $8.1 million ($5.3 million after taxes) and $71.3 million ($46.3 million after taxes) was recognized in the second quarter and first half of fiscal year 2004, respectively, another $15.5 million ($10.1 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 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 $2.8 million and $25.0 million in the second quarter and first half of fiscal year 2004, respectively, 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 $5.4 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 were distributed February 20, 2004 to shareholders of record at the close of business on February 2, 2004. The stock dividend was 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.

 

6


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements (Continued)

 

(3) STOCKHOLDERS’ EQUITY (continued)

 

On January 22, 2004, shareholders approved amendments 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. As a result of these amendments, the Company has 300,000,000 shares of 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 share repurchase program. A total of 2,052,450 shares remain available for purchase under the program as of March 31, 2004.

 

During the six months ended March 31, 2004 and 2003, the company acquired $40.1 million and $1.8 million, 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 March 31


   Six Months
Ended March 31


     2004

   2003

   2004

   2003

Basic weighted average shares outstanding

   89,934    87,324    89,540    87,164

Effect of dilutive securities:

                   

Assumed exercise of stock options

   1,533    2,121    1,496    2,095

Assumed vesting of restricted stock

   397    549    397    549
    
  
  
  

Diluted weighted average shares outstanding

   91,864    89,994    91,433    89,808
    
  
  
  

 

No stock options were anti-dilutive for the three months or six months ended March 31, 2004 or 2003.

 

7


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 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 and six months ended March 31, 2004 and 2003 would have been as follows (in thousands, except per share amounts):

 

     Three Months
Ended March 31


   

Six Months

Ended March 31


 
     2004

    2003

    2004

    2003

 

Net earnings:

                          

As reported

   $ 40,585     37,855