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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, 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 December 31, 2004, the company had 91,165,470 shares of common stock outstanding.

 



PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Statements of Earnings

Three Months Ended December 31, 2004 and 2003

(in thousands, except per share data)

 

     (Unaudited)

     2004

   2003

Net sales

   $ 847,534    764,751

Cost of products sold

     421,473    382,718
    

  

Gross profit

     426,061    382,033

Advertising, marketing, selling and administrative

     344,509    310,805

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

     3,790    63,170
    

  

Operating earnings

     77,762    8,058

Interest expense, net of interest income of $860 in 2004 and $1,166 in 2003

     1,734    5,380
    

  

Earnings before provision for income taxes

     76,028    2,678

Provision for income taxes

     26,610    937
    

  

Net earnings

   $ 49,418    1,741
    

  

Net earnings per share

           

Basic

   $ .54    .02
    

  

Diluted

   $ .53    .02
    

  

Weighted average shares outstanding

           

Basic

     90,703    89,109
    

  

Diluted

     92,450    91,199
    

  

Cash dividends paid per share

   $ .10    .07
    

  

 

See Notes to Consolidated Financial Statements.

 

2


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Balance Sheets

December 31, 2004 and September 30, 2004

(dollars in thousands, except share data)

 

     (Unaudited)        
     December 31,
2004


    September 30,
2004


 

ASSETS

              

Current assets:

              

Cash, cash equivalents and short-term investments (including $8,700 of short-term investments at 12/31/04 and 9/30/04)

   $ 126,491     201,889  

Receivables, less allowance for doubtful accounts ($12,627 at 12/31/04 and $12,860 at 9/30/04)

     243,817     250,008  

Inventories:

              

Raw materials

     51,263     47,615  

Work-in-process

     8,145     6,970  

Finished goods

     628,620     572,249  
    


 

Total inventories

     688,028     626,834  

Other current assets

     45,319     39,702  
    


 

Total current assets

     1,103,655     1,118,433  
    


 

Property, plant and equipment at cost, less accumulated depreciation ($357,708 at 12/31/04 and $337,890 at 9/30/04)

     313,945     293,901  

Goodwill

     538,748     467,809  

Trade names

     107,780     97,983  

Other assets

     83,539     80,654  
    


 

Total assets

   $ 2,147,667     2,058,780  
    


 

LIABILITIES AND STOCKHOLDERS’ EQUITY

              

Current liabilities:

              

Current maturities of long-term debt

   $ 539     545  

Accounts payable

     263,073     258,983  

Accrued expenses

     217,695     251,992  

Income taxes

     36,923     20,914  
    


 

Total current liabilities

     518,230     532,434  
    


 

Long-term debt

     141,368     121,246  

Deferred income taxes

     27,243     23,759  

Other liabilities

     69,549     67,635  

Stockholders’ equity:

              

Common stock, par value $.22 per share, authorized 300,000,000 shares; issued 98,470,287 at 12/31/04 and 9/30/04 (notes 2, 3 and 4)

     21,663     21,663  

Additional paid-in capital

     331,017     324,674  

Retained earnings

     1,177,483     1,137,161  

Unearned compensation

     (4,653 )   (3,835 )

Accumulated other comprehensive income (loss) – foreign currency translation

     7,018     (18,136 )
    


 

       1,532,528     1,461,527  

Less treasury stock at cost (7,304,817 shares at 12/31/04 and 7,706,052 at 9/30/04) (notes 2 and 3)

     (141,251 )   (147,821 )
    


 

Total stockholders’ equity

     1,391,277     1,313,706  
    


 

Total liabilities and stockholders’ equity

   $ 2,147,667     2,058,780  
    


 

 

See Notes to Consolidated Financial Statements.

 

3


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

Three Months Ended December 31, 2004 and 2003

(dollar amounts in thousands)

 

     (Unaudited)

 
     2004

    2003

 

Cash Flows from Operating Activities:

              

Net earnings

   $ 49,418     1,741  

Adjustments to reconcile net earnings to net cash provided by operating activities:

              

Depreciation

     12,111     11,749  

Amortization of other assets

     1,546     804  

Non-cash charge related to conversion to one class of common stock, net of deferred tax benefit of $1,326 in 2004 and $22,110 in 2003 (note 2)

     2,464     41,060  

Cash effects of changes in (excluding acquisitions and divestitures):

              

Receivables, net

     16,954     10,075  

Inventories, net

     (33,827 )   (26,182 )

Other current assets

     (2,686 )   (1,373 )

Accounts payable and accrued expenses

     (51,023 )   (23,392 )

Income taxes

     17,982     13,546  

Other assets

     865     542  

Other liabilities

     293     (629 )
    


 

Net cash provided by operating activities

     14,097     27,941  
    


 

Cash Flows from Investing Activities:

              

Capital expenditures

     (21,973 )   (16,255 )

Payments for purchased businesses, net of acquired companies’ cash

     (89,396 )   (125,215 )

Other, net

     607     146  
    


 

Net cash used by investing activities

     (110,762 )   (141,324 )
    


 

Cash Flows from Financing Activities:

              

Proceeds from issuance of long-term debt

     20,150     87  

Repayments of long-term debt

     (122 )   (70 )

Cash dividends paid

     (9,096 )   (6,290 )

Proceeds from exercise of stock options

     7,866     12,078  

Stock purchased for treasury

     (1,437 )   (13,653 )
    


 

Net cash provided (used) by financing activities

     17,361     (7,848 )
    


 

Effect of foreign exchange rate changes on cash

     3,906     3,296  
    


 

Net decrease in cash and cash equivalents

     (75,398 )   (117,935 )

Cash and cash equivalents at beginning of period

     193,189     370,148  
    


 

Cash and cash equivalents at end of period

   $ 117,791     252,213  
    


 

 

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 of Alberto-Culver Company and its subsidiaries (the company) contained in this report have not been audited by the company’s independent registered public accounting firm, except for balance sheet information presented at September 30, 2004. 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. 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. On January 22, 2004, all shares of Class B common stock were redesignated as common stock. The single class of common stock continues to trade on the New York Stock Exchange under the symbol “ACV.”

 

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 (herein referred to as non-cash charge). 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 approximately $104.0 million ($67.6 million after taxes), of which $85.6 million ($55.6 million after taxes) was recognized in fiscal year 2004 ($63.2 million, or $41.1 million after taxes, was recognized in the first quarter of fiscal year 2004), $3.8 million ($2.5 million after taxes) was recognized in the first quarter of fiscal year 2005, $11.2 million ($7.3 million after taxes) will be recognized during the remainder of fiscal year 2005 and $3.4 million ($2.2 million after taxes) will be recognized over the following two 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 effects of the options remeasurement increased total stockholders’ equity by $30.0 million in fiscal year 2004 and $1.3 million in the first quarter of fiscal year 2005 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 $3.9 million during the remainder of fiscal year 2005 and $1.2 million over the following two fiscal years in diminishing amounts.

 

5


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements (continued)

 

(3) STOCKHOLDERS’ EQUITY

 

On October 22, 2003, the Board of Directors authorized the company to purchase up to 2,052,450 shares of Class B common stock. This authorization replaced the previous Class A share repurchase program. No shares have been purchased under the program as of December 31, 2004.

 

On January 21, 2004, the Board of Directors approved a 3-for-2 stock split in the form of a 50% stock dividend. 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 on outstanding shares and not on shares held in treasury. All share and per share information in this report, except for treasury shares, has been restated to reflect the 50% stock dividend.

 

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 as common stock. As a result of these amendments, the company has 300,000,000 shares of authorized common stock. The newly designated common stock continues to trade on the New York Stock Exchange under the symbol “ACV.”

 

During the three months ended December 31, 2004 and 2003, the company acquired $2.1 million and $39.8 million, respectively, of common stock surrendered by employees in connection with the exercises 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 company’s 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


     2004

   2003

Basic weighted average shares outstanding

   90,703    89,109

Effect of dilutive securities:

         

Assumed exercise of stock options

   1,499    1,652

Assumed vesting of restricted stock

   248    438
    
  

Diluted weighted average shares outstanding

   92,450    91,199
    
  

 

Stock options for eight thousand shares were excluded from the computation of diluted net earnings per share for the three months ended December 31, 2004 since the options’ exercise prices were greater than the average market price and therefore were anti-dilutive. No stock options were anti-dilutive for the three months ended December 31, 2003.

 

6


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements (Continued)

 

(5) ACCOUNTING FOR STOCK-BASED COMPENSATION

 

The Financial Accounting Standards Board’s (“FASB”) 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.

 

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

 

     Three Months Ended
December 31


 
     2004

    2003

 

Net earnings:

              

As reported

   $ 49,418     1,741  

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

     2,741     41,319  

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

     (2,853 )   (2,811 )
    


 

Pro-forma

   $ 49,306     40,249  
    


 

Basic net earnings per share:

              

As reported

   $ .54     .02  

Pro-forma

   $ .54     .45  

Diluted net earnings per share:

              

As reported

   $ .53     .02  

Pro-forma

   $ .53     .44  

 

The $2.7 million and $41.3 million addbacks for the three months ended December 31, 2004 and 2003, respectively, for stock-based compensation expense included in reported net income include the $2.5 million and $41.1 million after-tax non-cash charges related to the conversion to a single class of common stock for the same periods. The $2.9 million and $2.8 million deductions for the three months ended December 31, 2004 and 2003, respectively, for stock-based compensation expense determined under the fair-value based method include $6,000 and $74,000 of pro-forma after-tax non-cash charges related to the conversion to a single class of common stock for the same periods. 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


     2004

   2003

Net earnings

   $ 49,418    1,741

Other comprehensive income adjustments-foreign currency translation

     25,154    18,036
    

  

Comprehensive income

   $ 74,572    19,777
    

  

 

The net earnings and comprehensive income amounts for the three months ended December 31, 2004 and 2003 include $2.5 million and $41.1 million, respectively, after-tax non-cash charges related to the conversion to a single class of common stock. See note 2 for further discussion of the conversion.

 

(7) BUSINESS SEGMENT INFORMATION

 

In fiscal year 2004, the company changed the segment reporting for its Beauty Supply Distribution business by reporting its Sally Beauty Supply and Beauty Systems Group divisions as two separate segments. Sally Beauty Supply, a domestic and international chain of cash-and-carry outlets, offers professional beauty supplies to both salon professionals and retail customers. Beauty Systems Group, a full-service beauty supply distributor, offers professional brands directly to salons through its own sales force and professional-only stores in exclusive geographical territories in North America. Prior year information has been reclassified to conform to the new presentation.

 

Segment information for the three months ended December 31, 2004 and 2003 is as follows (in thousands):

 

     Three Months Ended
December 31


 
     2004

    2003

 

Net sales:

              

Global Consumer Products

   $ 303,735     277,587  

Beauty Supply Distribution:

              

Sally Beauty Supply

     337,791     313,189  

Beauty Systems Group

     213,019     178,167  
    


 

Total

     550,810     491,356  

Eliminations

     (7,011 )   (4,192 )
    


 

     $ 847,534