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, 2002
-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 (I.R.S. Employer
incorporation or organization) 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
----- -----
At March 31, 2002, the company had 25,449,267 shares of Class A common stock and
32,331,640 shares of Class B common stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
Three Months Ended March 31, 2002 and 2001
(in thousands, except per share data)
(Unaudited)
-------------------------------
2002 2001
--------- --------
Net sales (Note 7) $657,762 592,942
Cost of products sold (Note 7) 339,924 302,961
-------- -------
Gross profit 317,838 289,981
Advertising, marketing, selling and administrative (Note 7) 261,452 244,546
-------- -------
Operating earnings 56,386 45,435
Interest expense, net of interest income of $671
in 2002 and $1,307 in 2001 6,155 5,670
-------- -------
Earnings before provision for income taxes 50,231 39,765
Provision for income taxes 17,581 13,873
-------- -------
Net earnings (Note 6) $ 32,650 25,892
======== =======
Net earnings per share (Note 6)
Basic $ 0.57 0.46
======== =======
Diluted $ 0.55 0.45
======== =======
Cash dividends paid per share $ 0.09 0.0825
======== =======
See Notes to Consolidated Financial Statements.
2
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
Six Months Ended March 31, 2002 and 2001
(in thousands, except per share data)
(Unaudited)
--------------------------------
2002 2001
---------- ---------
Net sales (Note 7) $1,272,022 1,156,809
Cost of products sold (Note 7) 653,512 597,218
---------- ---------
Gross profit 618,510 559,591
Advertising, marketing, selling and administrative (Note 7) 511,728 473,141
---------- ---------
Operating earnings 106,782 86,450
Interest expense, net of interest income of $1,869
in 2002 and $2,509 in 2001 11,484 11,422
---------- ---------
Earnings before provision for income taxes 95,298 75,028
Provision for income taxes 33,354 25,510
---------- ---------
Net earnings (Note 6) $ 61,944 49,518
========== =========
Net earnings per share (Note 6)
Basic $ 1.09 0.88
========== =========
Diluted $ 1.05 0.86
========== =========
Cash dividends paid per share $ .1725 .1575
========== =========
See Notes to Consolidated Financial Statements.
3
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 2002 and September 30, 2001
(dollars in thousands, except share data)
(Unaudited)
March 31, September 30,
ASSETS 2002 2001
------ ----------- -------------
Current assets:
Cash and cash equivalents $ 100,155 201,970
Short-term investments 414 869
Receivables, less allowance for doubtful
accounts ($14,023 at 3/31/02 and $11,387 at 9/30/01) 208,733 169,657
Inventories:
Raw materials 38,173 41,521
Work-in-process 3,932 4,782
Finished goods 466,822 432,008
---------- ---------
Total inventories 508,927 478,311
Other current assets 23,844 26,142
---------- ---------
Total current assets 842,073 876,949
---------- ---------
Property, plant and equipment at cost, less accumulated
depreciation ($253,199 at 3/31/02 and $236,035 at 9/30/01) 247,081 235,822
Goodwill, net 334,257 264,339
Trade names, net 74,368 79,532
Other assets 63,896 59,859
---------- ---------
Total assets $1,561,675 1,516,501
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term borrowings and current maturities of long-term debt $ 3,268 2,886
Accounts payable 210,072 191,410
Accrued expenses 169,510 165,525
Income taxes 16,141 30,482
---------- ---------
Total current liabilities 398,991 390,303
---------- ---------
Long-term debt 321,122 321,183
Deferred income taxes 37,841 39,086
Other liabilities 31,400 29,920
Stockholders' equity:
Common stock, par value $.22 per share:
Class A authorized 75,000,000 shares; issued 30,612,798 shares 6,735 6,735
Class B authorized 75,000,000 shares; issued 37,710,655 shares 8,296 8,296
Additional paid-in capital 195,644 190,368
Retained earnings 831,824 779,792
Deferred compensation (6,705) (4,826)
Accumulated other comprehensive income -
foreign currency translation (86,944) (61,284)
---------- ---------
948,850 919,081
Less treasury stock at cost (Class A common shares: 5,163,531 at 3/31/02 and
6,741,946 at 9/30/01; Class B common shares:
5,379,015 at 3/31/02 and 4,753,184 at 9/30/01) (176,529) (183,072)
---------- ---------
Total stockholders' equity 772,321 736,009
---------- ---------
Total liabilities and stockholders' equity $1,561,675 1,516,501
========== =========
See Notes to Consolidated Financial Statements.
4
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended March 31, 2002 and 2001
(in thousands)
(Unaudited)
--------------------
2002 2001
--------- -------
Cash Flows from Operating Activities:
------------------------------------
Net earnings $ 61,944 49,518
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 21,236 18,859
Amortization of goodwill, trade names and other assets 1,888 6,925
Cash effects of changes in (exclusive of acquisitions):
Receivables, net 2,834 (5,143)
Inventories, net (18,663) (27,524)
Other current assets 657 (966)
Accounts payable and accrued expenses 15,935 17,259
Income taxes (8,171) (5,209)
Other assets 1,156 (417)
Other liabilities 2,171 2,559
--------- -------
Net cash provided by operating activities 80,987 55,861
--------- -------
Cash Flows from Investing Activities:
------------------------------------
Short-term investments 458 (700)
Capital expenditures (32,223) (13,735)
Payments for purchased businesses, net of acquired companies' cash (101,222) (12,646)
Other, net (1,910) (541)
--------- -------
Net cash used by investing activities (134,897) (27,622)
--------- -------
Cash Flows from Financing Activities:
------------------------------------
Short-term borrowings, net 641 2,228
Proceeds from long-term debt -- 27
Repayments of long-term debt (200) (8,657)
Repurchase of previously sold accounts receivable (40,000) --
Cash dividends paid (9,912) (8,858)
Proceeds from exercise of stock options 29,744 11,365
Stock purchased for treasury (28,015) (1,348)
--------- -------
Net cash used by financing activities (47,742) (5,243)
--------- -------
Effect of foreign exchange rate changes (163) 2,823
--------- -------
Net increase (decrease) in cash and cash equivalents (101,815) 25,819
Cash and cash equivalents at beginning of period 201,970 114,637
--------- -------
Cash and cash equivalents at end of period $ 100,155 140,456
========= =======
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, 2001. However, in the opinion of the company, the
consolidated financial statements reflect all adjustments, which include only
normal 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) STOCKHOLDERS' EQUITY
In fiscal year 1998, the Board of Directors authorized the company to purchase
up to 6.0 million shares of its Class A common stock. This authorization was
increased to 9.0 million shares in fiscal year 1999. As of March 31, 2002, the
company had purchased 7,290,400 Class A common shares under this program at a
total cost of $162.9 million. No Class A shares have been purchased under this
program since October, 1999.
During the three months ended March 31, 2002, the company acquired $28.0 million
of Class A and Class B common shares 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 above-mentioned stock repurchase program.
(3) WEIGHTED AVERAGE SHARES OUTSTANDING
The following table provides information about basic and diluted weighted
average shares outstanding (in thousands):
Three Months Six Months
Ended March 31, Ended March 31,
--------------- ---------------
2002 2001 2002 2001
------ ------ ------ ------
Basic weighted average shares
outstanding 57,309 56,134 57,077 55,978
Effect of dilutive securities:
Assumed exercise of
stock options 1,579 1,391 1,402 1,242
Assumed vesting of
restricted stock 411 372 411 372
------ ------- ------ ------
Diluted weighted average shares
outstanding 59,299 57,897 58,890 57,592
====== ====== ====== ======
No stock options were anti-dilutive for the three months or six months ended
March 31, 2002 or 2001.
6
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(4) COMPREHENSIVE INCOME
Comprehensive income consists of net earnings and foreign currency translation
adjustments as follows (in thousands):
Three Months Six Months
Ended March 31, Ended March 31,
--------------------- ---------------------
2002 2001 2002 2001
-------- -------- --------- --------
Net earnings $32,650 25,892 61,944 49,518
Other comprehensive income -
foreign currency translation (9,219) (8,518) (25,660) (5,458)
------- ------ ------- ------
Comprehensive income $23,431 17,374 36,284 44,060
======= ====== ======= ======
Foreign currency translation losses in fiscal year 2002 were primarily due to
the devaluation of the Argentine Peso.
(5) BUSINESS SEGMENT INFORMATION
Segment data for the three and six months ended March 31, 2002 and 2001 is as
follows (in thousands):
Three Months Six Months
Ended March 31, Ended March 31,
--------------------- ---------------------
2002 2001 2002 2001
-------- -------- --------- --------
Net sales:
----------
Consumer products:
Alberto-Culver North America $150,511 140,266 297,616 271,596
Alberto-Culver International 95,457 97,055 188,389 190,416
-------- ------- --------- ---------
Total consumer products 245,968 237,321 486,005 462,012
Specialty distribution - Sally 418,562 361,941 799,068 708,522
Eliminations (6,768) (6,320) (13,051) (13,725)
-------- ------- --------- ---------
$657,762 592,942 1,272,022 1,156,809
======== ======= ========= =========
Earnings before provision for income taxes:
-------------------------------------------
Consumer products:
Alberto-Culver North America $ 14,952 11,723 30,650 24,883
Alberto-Culver International 2,702 2,195 3,639 2,914
-------- ------- --------- ---------
Total consumer products 17,654 13,918 34,289 27,797
Specialty distribution - Sally 43,885 36,655 82,367 71,177
-------- ------- --------- ---------
Segment operating profit 61,539 50,573 116,656 98,974
Unallocated expenses, net (5,153) (5,138) (9,874) (12,524)
Interest expense, net of interest income (6,155) (5,670) (11,484) (11,422)
-------- ------- --------- ---------
$ 50,231 39,765 95,298 75,028
======== ======= ========= =========
7
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(6) GOODWILL AND TRADE NAMES
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 addresses
financial accounting and reporting for business combinations. SFAS No. 142
addresses financial accounting and reporting for acquired goodwill and other
intangible assets, requires companies to discontinue the amortization of
goodwill and certain other intangible assets and requires an impairment test of
existing goodwill and certain other intangible assets based on a fair value
method. The company adopted SFAS No. 141 in the fourth quarter of fiscal year
2001. The company also adopted SFAS No. 142 in the fourth quarter of fiscal year
2001 for new acquisitions and in the first quarter of fiscal year 2002 for
previously acquired intangibles. In accordance with SFAS No. 142, the company
determined that its trade names have indefinite lives and, therefore, the
amortization of trade names was discontinued effective October 1, 2001. Based on
the results of the company's transitional impairment testing, no impairment of
indefinite-lived trade names existed at October 1, 2001. In addition, as
required by SFAS No. 142, the company ceased the amortization of goodwill
effective October 1, 2001. In accordance with the adoption provisions of SFAS
No. 142, the company has completed the required transitional goodwill impairment
tests and has determined that goodwill was not impaired as of October 1, 2001,
the date of adoption. Prospectively, goodwill will be reviewed for impairment at
least annually, with its ongoing recoverability monitored based on applicable
reporting unit performance and consideration of significant events or changes in
the overall business environment.
In accordance with SFAS No. 142, fiscal year 2001 results in the consolidated
statement of earnings have not been restated for the effects of ceasing goodwill
and trade name amortization. Had goodwill and trade name amortization been
discontinued effective October 1, 2000, net earnings and earnings per share for
the three and six months ended March 31, 2002 and 2001 would have been as
follows (in thousands, except per share data):
Three Months Six Months
Ended March 31, Ended March 31,
--------------- ---------------
2002 2001 2002 2001
------- ------ ------ ------
Reported net earnings $32,650 25,892 61,944 49,518
Elimination of goodwill and trade name
amortization, net of income taxes -- 2,221 -- 4,232
------- ------ ------ ------
Pro forma net earnings $32,650 28,113 61,944 53,750
======= ====== ====== ======
Reported basic net earnings per share $ 0.57 0.46 1.09 0.88
Elimination of goodwill and trade name
amortization, net of income taxes -- 0.04 -- 0.08
------- ------ ------ ------
Pro forma basic net earnings per share $ 0.57 0.50 1.09 0.96
======= ====== ====== ======
Reported diluted net earnings per share $ 0.55 0.45 1.05 0.86
Elimination of goodwill and trade name
amortization, net of income taxes -- 0.03 -- 0.07
------- ------ ------ ------
Pro forma diluted net earnings per share $ 0.55 0.48 1.05 0.93
======= ====== ====== ======
8
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(6) GOODWILL AND TRADE NAMES (Continued)
The change in the carrying amount of goodwill by operating segment for the six
months ended March 31, 2002 is as follows (in thousands):
Consumer Products Specialty
------------------------------ Distribution-
North America International Sally Total
------------- ------------- ------------- -------
Goodwill, net:
-------------
Balance as of September 30, 2001 $69,379 79,648 115,312 264,339
Additions 151 -- 83,587 83,738
Foreign currency translation effect -- (13,675) (145) (13,820)
------- ------- ------- -------
Balance as of March 31, 2002 $69,530 65,973 198,754 334,257
======= ======= ======= =======
Indefinite-lived trade names by operating segment at March 31, 2002 and
September 30, 2001 are as follows (in thousands):
March 31, September 30,
2002 2001
--------- -------------
Trade names, net:
----------------
Consumer products:
Alberto-Culver North America $45,412 45,414
Alberto-Culver International 28,733 33,857
------- ------
Total consumer products 74,145 79,271
Specialty distribution - Sally 223 261
------- ------
$74,368 79,532
======= ======
(7) NEW ACCOUNTING PRONOUNCEMENTS
In May 2000, the FASB's Emerging Issues Task Force (EITF) reached a consensus on
Issue No. 00-14, "Accounting for Certain Sales Incentives." EITF Issue No. 00-14
addresses the recognition, measurement and income statement classification for
various types of sales incentives including coupons, rebates and free products.
In April 2001, the EITF reached a consensus on Issue No. 00-25," Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products." EITF Issue No. 00-25 addresses the income statement classification
for various types of consideration paid by a vendor to a retailer. The company
adopted the provisions of EITF Issue Nos. 00-14 and 00-25 in the first quarter
of fiscal year 2002. In connection with the adoption of EITF Issue Nos. 00-14
and 00-25, the company reclassified certain amounts for the second quarter and
first half of fiscal year 2001 to conform to the current year presentation
resulting in a $29.6 million reduction in net sales, a $3.7 million increase in
cost of products sold and a $33.3 million decrease in promotion expense for the
three months ended March 31, 2001 and a $59.3 million reduction in net sales, a
$5.8 million increase in cost of products sold and a $65.1 million decrease in
promotion expenses for the six months ended March 31, 2001. Consolidated net
earnings were not affected by these reclassifications.
9
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(8) SUBSEQUENT EVENT
On May 1, 2002, the company entered into an interest rate swap agreement with a
notional amount of $100 million in order to convert a portion of its fixed rate
8.25% senior notes into a variable rate obligation. The swap agreement, which
matures on November 1, 2005, is designated as a fair value hedge. Under the
interest rate swap agreement, the company will receive semi-annual interest
payments at a fixed rate of 8.25% and is required to make semi-annual interest
payments at a variable rate based on a fixed spread over the six-month London
Interbank Offered Rate ("LIBOR"). The differential to be paid or received on the
interest rate swap will be recorded as an adjustment to interest expense over
each semi-annual period. On a pro-forma basis taking into account the interest
rate swap, approximately 69% of the company's $321.1 million of long-term debt
at March 31, 2002 is based on a fixed interest rate with the remaining 31% based
on a variable interest rate.
10
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
--------------------------------------------------------------------------
FINANCIAL CONDITION
-------------------
RESULTS OF OPERATIONS
---------------------
Second Quarter and Six Months Ended March 31, 2002 versus Second Quarter and Six
--------------------------------------------------------------------------------
Months Ended March 31, 2001
---------------------------
The company achieved record second quarter net sales of $657.8 million in fiscal
year 2002, up $64.8 million or 10.9% over the comparable period of the prior
year. For the six-month period ending March 31, 2002, net sales reached a new
high of $1.27 billion, representing a 10.0% increase compared to last year's
six-month period. Fiscal year 2002 sales were negatively impacted by the effect
of foreign exchange rates. Had foreign exchange rates this year been the same as
the second quarter and first half of fiscal 2001, sales would have increased
12.2% for the second quarter and 10.9% for the first half.
Net earnings were $32.7 million for the three months ended March 31, 2002 or
26.1% higher than the prior year's second quarter net earnings of $25.9 million.
Basic earnings per share of 57 cents in the second quarter of fiscal year 2002
were 11 cents or 23.9% higher than the same period of fiscal year 2001. Diluted
earnings per share for the current quarter increased 22.2% to 55 cents versus 45
cents in the same period of the prior year.
Net earnings for the six months ended March 31, 2002 were $61.9 million or 25.1%
higher than the prior year's first half net earnings of $49.5 million. Basic
earnings per share of $1.09 in fiscal year 2002 were 21 cents or 23.9% higher
than the same period of fiscal year 2001. Diluted earnings per share increased
22.1% to $1.05 compared to 86 cents in the first half of fiscal year 2001.
As discussed under "New Accounting Pronouncements," the company discontinued the
amortization of goodwill and trade names at the beginning of fiscal year 2002.
Had last year's results been restated to eliminate goodwill and trade name
amortization, net earnings for the three months and six months ended March 31,
2002 would have increased $4.5 million or 16.1% and $8.2 million or 15.2%,
respectively, compared to prior year. Basic earnings per share for the
three-month and six-month periods ended March 31, 2002 would have increased 7
cents or 14.0% and 13 cents or 13.5%, respectively, versus the prior year while
diluted earnings per share would have increased 7 cents or 14.6% and 12 cents or
12.9%, respectively.
Compared to the same periods of the prior year, sales of Alberto-Culver North
America ("North America") consumer products increased 7.3% and 9.6% in the
second quarter and first six months of fiscal year 2002, respectively. The
second quarter and first half increases were primarily due to higher sales for
TRESemme shampoos, conditioners and styling products, St. Ives Swiss Formula
lotions and body washes and the TCB, Soft and Beautiful Botanicals and Just For
Me ethnic hair care lines along with increased sales for custom label filling
operations. Higher sales of TRESemme Hydrology also contributed to the first
half increase.
Sales of Alberto-Culver International consumer products ("International")
decreased 1.6% in the second quarter and 1.1% in the first half of fiscal 2002
compared to last year. Fiscal year 2002 sales were negatively impacted by the
effect of foreign exchange rates. Had foreign exchange rates this year been the
same as the second quarter and first six months of fiscal 2001, International
sales would have increased 4.1% and 2.6%, respectively.
The "Specialty distribution - Sally" ("Sally") business segment achieved sales
increases of 15.6% for the second quarter and 12.8% for the first six months of
fiscal year 2002. The sales increases were mainly attributable to the expansion
of Sally's full-service operations, higher sales for established Sally Beauty
Company outlets and the addition of stores during the year. At March 31, 2002,
Sally had 2,502 company-owned stores and 130 franchise stores offering a full
range of professional beauty supplies.
11
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Cost of products sold as a percentage of net sales was 51.7% for the second
quarter and 51.4% for the first six months of fiscal year 2002 compared to 51.1%
for the second quarter and 51.6% for the first half of the prior year. The
increased cost of products sold percentage in the second quarter of fiscal year
2002 was primarily attributable to a reduction in sales due to higher stocking
allowances related to new products and increased sales of lower margin custom
label products. Compared to the same period of the prior year, the decreased
cost of products sold percentage in the first half of fiscal year 2002 was
primarily attributable to increased sales of higher margin consumer products and
lower manufacturing costs, partially offset by increased stocking allowances and
increased sales of lower margin custom label products.
Compared to the prior year, advertising, marketing, selling and administrative
expenses in fiscal year 2002 increased $16.9 million or 6.9% for the second
quarter and $38.6 million or 8.2% for the first six months. The increase
primarily resulted from the higher selling and administrative costs associated
with the growth of the Sally Beauty Company business and higher expenditures for
advertising and marketing.
Advertising and marketing expense was $47.2 million for the second quarter and
$93.3 million for the first half of fiscal 2002 versus $46.4 million for the
second quarter and $87.7 million for the first half of fiscal year 2001. The
increase primarily resulted from higher advertising expenditures for North
America related mainly to TRESemme Hydrology, TRESemme shampoos and conditioners
and St. Ives Swiss Formula facials.
The provision for income taxes as a percentage of earnings before income taxes
was 35.0% for the second quarter and first half of fiscal year 2002 compared to
34.9% for the second quarter and 34.0% for the first half of the prior year. The
higher tax rate for the first half of fiscal year 2002 is mainly due to the mix
of foreign taxable earnings.
12
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
FINANCIAL CONDITION
-------------------
March 31, 2002 versus September 30, 2001
----------------------------------------
Working capital at March 31, 2002 was $443.1 million, a decrease of $43.5
million from $486.6 million at September 30, 2001. The resulting ratio of
current assets to current liabilities was 2.11 to 1.00 at March 31, 2002
compared to 2.25 to 1.00 at September 30, 2001. The decrease in working capital
and the ratio of current assets to current liabilities was primarily due to the
cash paid for the acquisitions of Armstrong-McCall and other full-service beauty
supply distributors by Sally Beauty Company during the first quarter of fiscal
year 2002, offset in part by working capital generated from operations.
Cash and cash equivalents decreased $101.8 million during the first six months
of fiscal year 2002 primarily due to the $101.2 million of acquisitions of
full-service beauty supply distributors by Sally Beauty Company, the repurchase
of $40.0 million of accounts receivable previously sold under the company's
conduit facility and $32.2 million of capital expenditures, partially offset by
cash flows from operating activities.
Accounts receivable increased $39.1 million to $208.7 million during the first
six months of fiscal year 2002 primarily due to the repurchase of $40.0 million
of accounts receivable previously sold under the company's conduit facility.
Inventories increased $30.6 million or 6.4% to $508.9 million during the first
six months of fiscal year 2002 principally due to the acquisitions of
full-service beauty supply distributors and the growth of Sally Beauty Company.
Net goodwill increased $69.9 million during the first six months of fiscal year
2002 mainly due to goodwill from acquisitions during the year, partially offset
by the effects of foreign exchange rates.
Accounts payable increased $18.7 million to $210.1 million during the first half
of fiscal year 2002 primarily due to increased inventory levels required to
support sales growth.
Income taxes payable and deferred income taxes decreased $15.6 million to $54.0
million during the first six months of fiscal year 2002 mainly due to the timing
of tax payments and tax benefits realized from the exercise of employee stock
options in fiscal year 2002.
Accumulated other comprehensive income - foreign currency translation increased
$25.7 million during the first half of fiscal year 2002 primarily due to the
effect of the devaluation of the Argentine Peso.
13
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 addresses
financial accounting and reporting for business combinations. SFAS No. 142
addresses financial accounting and reporting for acquired goodwill and other
intangible assets, requires companies to discontinue the amortization of
goodwill and certain other intangible assets and requires an impairment test of
existing goodwill and certain other intangible assets based on a fair value
method. The company adopted SFAS No. 141 in the fourth quarter of fiscal year
2001. The company also adopted SFAS No. 142 in the fourth quarter of fiscal year
2001 for new acquisitions and in the first quarter of fiscal year 2002 for
previously acquired intangibles. In accordance with SFAS No. 142, the company
determined that its trade names have indefinite lives and, therefore, the
amortization of trade names was discontinued effective October 1, 2001. Based on
the results of the company's transitional impairment testing, no impairment of
indefinite-lived trade names existed at October 1, 2001. In addition, as
required by SFAS No. 142, the company ceased the amortization of goodwill
effective October 1, 2001. In accordance with the adoption provisions of SFAS
No. 142, the company has completed the required transitional goodwill impairment
tests and has determined that goodwill was not impaired as of October 1, 2001,
the date of adoption. Prospectively, goodwill will be reviewed for impairment at
least annually, with its ongoing recoverability monitored based on applicable
reporting unit performance and consideration of significant events or changes in
the overall business environment.
In accordance with SFAS No. 142, fiscal year 2001 results in the consolidated
statement of earnings have not been restated for the effects of ceasing goodwill
and trade name amortization. Had goodwill and trade name amortization been
discontinued effective October 1, 2000, net earnings and earnings per share for
the three and six months ended March 31, 2002 and 2001 would have been as
follows (in thousands, except per share data):
Three Months Six Months
Ended March 31, Ended March 31,
--------------- -----------------
2002 2001 2002 2001
---- ---- ---- ----
Reported net earnings $32,650 25,892 61,944 49,518
Elimination of goodwill and trade name
amortization, net of income taxes -- 2,221 -- 4,232
------- ------ ------ ------
Pro forma net earnings $32,650 28,113 61,944 53,750
======= ====== ====== ======
Reported basic net earnings per share $ 0.57 0.46 1.09 0.88
Elimination of goodwill and trade name
amortization, net of income taxes -- 0.04 -- 0.08
------- ------ ------ ------
Pro forma basic net earnings per share $ 0.57 0.50 1.09 0.96
======= ====== ====== ======
Reported diluted net earnings per share $ 0.55 0.45 1.05 0.86
Elimination of goodwill and trade name
amortization, net of income taxes -- 0.03 -- 0.07
------- ------ ------ ------
Pro forma diluted net earnings per share $ 0.55 0.48 1.05 0.93
======= ====== ====== ======
14
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
NEW ACCOUNTING PRONOUNCEMENTS (Continued)
----------------------------------------
The change in the carrying amount of goodwill by operating segment for the six
months ended March 31, 2002 is as follows (in thousands):
Consumer Products Specialty
------------------------------ Distribution-
North America International Sally Total
------------- ------------- ----- -----
Goodwill, net:
-------------
Balance as of September 30, 2001 $69,379 79,648 115,312 264,339
Additions 151 -- 83,587 83,738
Foreign currency translation effect -- (13,675) (145) (13,820)
------- ------- ------- -------
Balance as of March 31, 2002 $69,530 65,973 198,754 334,257
======= ======= ======= =======
Indefinite-lived trade names by operating segment at March 31, 2002 and
September 30, 2001 are as follows (in thousands):
March 31, September 30,
2002 2001
---- ----
Trade names, net:
----------------
Consumer products:
Alberto-Culver North America $ 45,412 45,414
Alberto-Culver International 28,733 33,857
-------- ------
Total consumer products 74,145 79,271
Specialty distribution - Sally 223 261
-------- ------
$ 74,368 79,532
======== ======
In May 2000, the FASB's Emerging Issues Task Force (EITF) reached a consensus on
Issue No. 00-14, "Accounting for Certain Sales Incentives." EITF Issue No. 00-14
addresses the recognition, measurement and income statement classification for
various types of sales incentives including coupons, rebates and free products.
In April 2001, the EITF reached a consensus on Issue No. 00-25," Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products." EITF Issue No. 00-25 addresses the income statement classification
for various types of consideration paid by a vendor to a retailer. The company
adopted the provisions of EITF Issue Nos. 00-14 and 00-25 in the first quarter
of fiscal year 2002. In connection with the adoption of EITF Issue Nos. 00-14
and 00-25, the company reclassified certain amounts for the second quarter and
first half of fiscal year 2001 to conform to the current year presentation
resulting in a $29.6 million reduction in net sales, a $3.7 million increase in
cost of products sold and a $33.3 million decrease in promotion expense for the
three months ended March 31, 2001 and a $59.3 million reduction in net sales, a
$5.8 million increase in cost of products sold and a $65.1 million decrease in
promotion expenses for the six months ended March 31, 2001. Consolidated net
earnings were not affected by these reclassifications.
In August, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets, including the
presentation of discontinued operations in the statement of earnings. The
company is required to adopt the provisions of SFAS No. 144 no later than the
first quarter of fiscal year 2003 and does not expect its implementation to have
a material effect on the consolidated financial statements.
15
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
FORWARD - LOOKING STATEMENTS
----------------------------
This Quarterly Report on Form 10-Q and the documents incorporated by reference
herein, if any, may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements are based on management's current
expectations and assessments of risks and uncertainties and reflect various
assumptions concerning anticipated results, which may or may not prove to be
correct. Some of the factors that could cause actual results to differ
materially from estimates or projections contained in such forward-looking
statements include the pattern of brand sales, including variations in sales
volume within periods; competition within the relevant product markets,
including pricing, promotional activities, continuing customer acceptance of
existing products, loss of distributorship rights and the ability to develop and
successfully introduce new products; risks inherent in acquisitions and
strategic alliances; the effects of a prolonged United States or global economic
downturn or recession; changes in costs, including changes in labor costs, raw
material prices or promotional expenses; the costs and effects of unanticipated
legal or administrative proceedings; variations in political, economic or other
factors such as currency exchange rates, inflation rates, tax changes, legal and
regulatory changes or other external factors over which Alberto-Culver Company
has no control. Alberto-Culver Company has no obligation to update any
forward-looking statement in this Quarterly Report on Form 10-Q or any
incorporated document.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------
There have been no material changes in the company's market risk during the
three months or six months ended March 31, 2002.
On May 1, 2002, the company entered into an interest rate swap agreement with a
notional amount of $100 million in order to convert a portion of its fixed rate
8.25% senior notes into a variable rate obligation. The swap agreement, which
matures on November 1, 2005, is designated as a fair value hedge. Under the
interest rate swap agreement, the company will receive semi-annual interest
payments at a fixed rate of 8.25% and is required to make semi-annual interest
payments at a variable rate based on a fixed spread over the six-month London
Interbank Offered Rate ("LIBOR"). The differential to be paid or received on the
interest rate swap will be recorded as an adjustment to interest expense over
each semi-annual period. On a pro-forma basis taking into account the interest
rate swap, approximately 69% of the company's $321.1 million of long-term debt
at March 31, 2002 is based on a fixed interest rate with the remaining 31% based
on a variable interest rate.
16
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------
At the annual meeting of stockholders on January 24, 2002, Howard B. Bernick,
Bernice E. Lavin, Allan B. Muchin and Harold M. Visotsky were elected as
directors of the company with terms expiring at the annual meeting of
stockholders in 2005. Mr. Bernick received a Class A and Class B Common
stockholder vote of 22,707,207 and 30,504,030 shares "for" and 17,457 and
557,678 shares "withheld," respectively. Mrs. Lavin received a Class A and Class
B Common stockholder vote of 22,646,472 and 30,368,395 shares "for" and 78,192
and 693,313 shares "withheld," respectively. Mr. Muchin received a Class A and
Class B Common stockholder vote of 22,650,547 and 30,465,378 "for" and 74,117
and 596,330 shares "withheld," respectively. Mr. Visotsky received a Class A and
Class B Common stockholder vote of 22,696,202 and 30,756,585 shares "for" and
28,462 and 305,123 shares "withheld," respectively.
Leonard H. Lavin, Carol L. Bernick, A. Robert Abboud and Robert H. Rock continue
as directors and their terms expire at the annual meeting of stockholders in
2003. A.G. Atwater, Jr., Sam J. Susser and William W. Wirtz continue as
directors with terms expiring at the annual meeting of stockholders in 2004.
Stockholders at the annual meeting also voted on the proposed re-approval of the
company's 1994 Stock Option Plan for Non-Employee Directors, as amended. The
amended plan was approved by a Class A and Class B stockholder vote of
22,483,928 and 28,650,981 shares "for;" 174,858 and 2,078,102 shares "against;"
and 65,878 and 332,625 shares "abstaining," respectively.
In addition, stockholders at the annual meeting voted on the proposed
re-approval of the company's 1994 Shareholder Value Incentive Plan, as amended.
The amended plan was approved by a Class A and Class B stockholder vote of
22,570,491 and 30,759,111 shares "for;" 96,012 and 125,816 shares "against;" and
58,161 and 176,781 shares "abstaining," respectively.
Class A common stock has a one-tenth vote per share and Class B common stock has
one vote per share.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a) Exhibits:
None
(b) Reports on Form 8-K:
No report on Form 8-K was filed by the registrant during the quarter ended
March 31, 2002.
17
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALBERTO-CULVER COMPANY
(Registrant)
By: /s/ William J. Cernugel
-------------------------------------------------
William J. Cernugel
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
May 10, 2002
18