<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED OCTOBER 31, 1997
COMMISSION FILE #0-12862
DEP CORPORATION
A DELAWARE CORPORATION - I.R.S. NO. 95-2040819
2101 EAST VIA ARADO, RANCHO DOMINGUEZ, CA 90220
(310) 604-0777
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 company 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 has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, exclusive of treasury stock, as of the latest practicable date.
Outstanding at
Class October 26, 1997
- ---------------------------- ----------------
COMMON STOCK, $.01 PAR VALUE 6,876,140
1
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
----
<S> <C>
ITEM 1. FINANCIAL STATEMENTS:
CONSOLIDATED CONDENSED BALANCE SHEETS - 3
October 31, 1997 and July 31, 1997
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - 4
Three Month Periods ended October 31, 1997
and 1996
CONSOLIDATED CONDENSED STATEMENTS OF RETAINED 5
DEFICIT AND ADDITIONAL PAID-IN CAPITAL -
Three Month Period Ended October 31, 1997
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - 6
Three Month Periods Ended October 31, 1997
and 1996
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 9
CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
SIGNATURES 13
EXHIBIT INDEX 14
</TABLE>
2
<PAGE> 3
DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
October 31, July 31,
ASSETS 1997 1997
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents ............................ $ 10,302,000 $ 11,788,000
Accounts receivable, net ............................. 15,073,000 16,218,000
Inventories at lower of cost
(first-in, first-out) or market:
Raw materials ...................................... 6,135,000 5,470,000
Finished goods ..................................... 8,627,000 7,526,000
------------ ------------
14,762,000 12,996,000
Other current assets ................................. 1,571,000 2,014,000
------------ ------------
Total current assets ............................... 41,708,000 43,016,000
Property and equipment, net ........................... 12,700,000 12,822,000
Intangibles, net ...................................... 26,954,000 27,181,000
Other assets .......................................... 1,615,000 1,671,000
------------ ------------
$ 82,977,000 $ 84,690,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion long-term debt ...................... $ 2,000,000 $ 1,853,000
Accrued expenses .................................... 6,624,000 6,854,000
Accounts payable .................................... 7,201,000 8,529,000
------------ ------------
Total current liabilities .......................... 15,825,000 17,236,000
Long-term debt, net of current portion ................ 60,741,000 61,521,000
Other non-current liabilities ......................... 1,820,000 1,832,000
------------ ------------
Total liabilities .................................. 78,386,000 80,589,000
Stockholders' equity:
Preferred stock, par value $.01; authorized 3,000,000
shares, none outstanding ........................... -- --
Common Stock, par value $.01; authorized 15,000,000
shares; issued 7,107,140 shares .................... 71,000 71,000
Additional paid-in capital .......................... 13,397,000 13,397,000
Retained deficit .................................... (7,671,000) (8,181,000)
Foreign currency translation adjustment ............. (201,000) (181,000)
------------ ------------
5,596,000 5,106,000
Less: treasury stock, at cost, 231,000 shares of
Common Stock .................................. (1,005,000) (1,005,000)
------------ ------------
4,591,000 4,101,000
------------ ------------
$ 82,977,000 $ 84,690,000
============ ============
</TABLE>
See notes to consolidated condensed financial statements
3
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DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
October 31,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net sales ................................... $ 25,814,000 $ 28,013,000
Cost of sales ............................... 9,605,000 10,788,000
------------ ------------
Gross profit ................................ 16,209,000 17,225,000
Selling, general and
administrative expenses ................... 14,113,000 17,041,000
------------ ------------
Income from operations ...................... 2,096,000 184,000
Other income (expense):
Interest, net ............................. (1,635,000) (1,959,000)
Other ..................................... 49,000 11,000
------------ ------------
(1,586,000) (1,948,000)
------------ ------------
Income (loss) before reorganization items and
income taxes .............................. 510,000 (1,764,000)
Reorganization items ........................ -- 299,000
------------ ------------
Income (loss) before income taxes ........... 510,000 (2,063,000)
Income taxes ................................ -- --
------------ ------------
Net income (loss) ........................... $ 510,000 $( 2,063,000)
============ ============
Net income (loss) per share ................. $ 0.07 $( 0.33)
============ ============
Weighted average shares outstanding ......... 6,876,140 6,251,140
============ ============
</TABLE>
See notes to consolidated condensed financial statements
4
<PAGE> 5
DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF ADDITIONAL
PAID-IN CAPITAL AND RETAINED DEFICIT
THREE MONTHS ENDED OCTOBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Additional Retained
Paid-in Capital Deficit
--------------- -----------
<S> <C> <C>
Balance at beginning of period ............ 13,397,000 $(8,181,000)
Net income ................................ -- 510,000
---------- -----------
Balance at end of period .................. 13,397,000 $(7,671,000)
========== ===========
</TABLE>
See notes to consolidated condensed financial statements
5
<PAGE> 6
DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
October 31,
---------------------------
Operating Activities: 1997 1996
----------- ------------
<S> <C> <C>
Net income (loss) ................................... $ 510,000 $ (2,063,000)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization ..................... 708,000 845,000
Other ............................................. 28,000 51,000
Changes in operating assets and liabilities:
Accounts receivable .............................. 1,103,000 2,532,000
Inventories ...................................... (1,775,000) (1,805,000)
Other assets ..................................... 443,000 (362,000)
Accounts payable ................................. (1,330,000) 1,490,000
Accrued expenses ................................. (234,000) 800,000
----------- ------------
Net cash provided by (used in) operating activities . (547,000) 1,488,000
Investing Activities:
Purchases of property and equipment ................. (269,000) (211,000)
Other, net .......................................... (34,000) 64,000
----------- ------------
Net cash used in investing activities ................ (303,000) (147,000)
Financing Activities:
Decrease in lines of credit and long-term debt,
including change in current portion .............. (633,000) (35,000)
----------- ------------
Net cash used in financing activities ................ (633,000) (35,000)
----------- ------------
Increase (decrease) in cash and cash equivalents ..... (1,483,000) 1,306,000
Effect of exchange rate changes on cash .............. (3,000) 22,000
Cash and cash equivalents at beginning of period ..... 11,788,000 11,118,000
----------- ------------
Cash and cash equivalents at end of period ........... $10,302,000 $ 12,446,000
=========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest ......................................... $ 1,577,000 $ 626,000
=========== ============
Income tax payments (refunds) .................... $ -- $ (2,000)
=========== ============
</TABLE>
See notes to consolidated condensed financial statements
6
<PAGE> 7
DEP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. GENERAL
In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to fairly present the financial position as
of October 31, 1997, and the results of operations and statements of cash flows
for the three month period ended October 31, 1997.
The results of operations for the three month period ended October 31,
1997, are not necessarily indicative of the results to be expected for any other
period or for the full year.
These quarterly financial statements should be read in conjunction with
the Company's audited financial statements contained in the annual report on
Form 10-K for the year ended July 31, 1997.
NOTE 2. EARNINGS (LOSS) PER SHARE
Earnings (loss) per share amounts are computed based on the weighted
average number of shares outstanding plus the shares that would be outstanding
assuming exercise of stock options, when dilutive, which are considered Common
Stock equivalents. The number of shares that would be issued upon the exercise
of stock options has been reduced by the number of shares that could have been
purchased from the proceeds at the average market price of the Company's Common
Stock. For the three month periods ended October 31, 1997 and 1996 there were no
dilutive stock options.
In February 1997, Statement of Financial Accounting Standards (SFAS)
No. 128 "Earnings per Share" was issued and is effective for interim and annual
reporting periods ending after December 15, 1997. SFAS No. 128 will require the
presentation of Basic Earnings per Share and Diluted Earnings per Share in the
Company's Consolidated Statements of Operations. Basic Earnings per Share
represents income available to common shareholders divided by the weighted
average number of common shares outstanding for the period. Diluted Earnings per
Share is similar to the current presentation of fully diluted earnings per
share. SFAS No. 128 requires restatement of all prior period earnings per share
data presented, however, management believes the adoption of SFAS No. 128 will
not have a material impact on the Company's financial position or results of
operations.
NOTE 3. ACCRUED EXPENSES
Provisions for certain expenses, including coupon redemption and
cooperative advertising, are based on full year assumptions. Such expenses are
charged to operations in the year incurred and are included in the accompanying
consolidated condensed financial statements based upon estimated annual sales.
7
<PAGE> 8
NOTE 4. REORGANIZATION ITEMS
Reorganization items consisted of the following:
<TABLE>
<CAPTION>
Three Months Ended
October 31
--------------------------
1997 1996
-------- ---------
<S> <C> <C>
Professional fees $ -- $ 429,000
Interest income -- (130,000)
-------- ---------
$ -- $ 299,000
======== =========
</TABLE>
NOTE 5. RECLASSIFICATION
Certain reclassifications have been made to the fiscal 1997 amounts to
conform to the fiscal 1998 presentation.
NOTE 6. NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board has issued SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosure about Segments of
an Enterprise and Related Information." SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components. SFAS No. 131
supersedes previous reporting requirements for reporting on segments of a
business enterprise. These accounting standards are effective for periods
beginning after December 15, 1997. The Company has not determined the impact, if
any, of these new accounting standards.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Consolidated net sales for the three months ended October 31, 1997, were
$25,814,000 compared to $28,013,000 for the same period in the prior year. The
decrease related to lower unit volume of the Company's Personal Care Products,
primarily the result of lower international sales.
Domestic net sales of Personal Care Products for the three months ended
October 31, 1997 declined by $253,000 from the previous year. Domestic net
sales benefited from the roll-out of two, new, high margin product lines, LE
SYSTEME and THEORIE, which offset generally lower sales of the remaining
products.
International net sales of Personal Care Products declined by $1,929,000
primarily as a result of the conversion of the Company's operations in Australia
and Asia from direct sales to license arrangements whereby the Company records
royalty income based upon a percentage of the licensees' sales. Such conversion
accounted for $965,000, or 50%, of the current period's decline. In addition,
international sales of AGREE and HALSA declined by $535,000.
Gross profits for the three months ended October 31, 1997 were
$16,209,000, or 63% of net sales, compared to $17,225,000, or 61% of net sales,
in the prior year. The decrease in absolute dollars was due to the lower sales
volume while the increase in percentage terms was the result of sales mix. In
addition, the LE SYSTEME and THEORIE lines have higher gross margins than the
Company's average.
Selling, general and administrative expenses ("SG&A") for the three
month periods ended October 31, 1997 and 1996 were $14,113,000 and $17,041,000,
and as a percentage of net sales were 55% and 61%, respectively. In dollar
terms, the lower SG&A of the current period was primarily due to lower variable
expenses resulting from lower net sales. Variable expenses were also favorably
impacted by the effects of lower off-invoice promotional allowances as a
result of moderate price increases. In addition, there were lower legal and
amortization expenses in the current period, and in the prior period SG&A
included $600,000 of expenses related to the recall of a test market skin care
line. The decrease in SG&A, as a percentage of net sales, was the result of
lower promotional allowances and administrative expenses in the current period,
and the non-recurring product recall expenses in the prior year's period.
Operating income increased to $2,096,000 for the three months ended
October 31, 1997, from $184,000 for the prior year, primarily as a result of the
higher gross profits, lower promotional allowances and non-recurring product
recall costs.
For the three months ended October 31, 1997, net interest expense
decreased to $1,635,000 from $1,959,000 in the comparable period of the prior
year. The decrease was due to a lower average principal balance and a lower
average interest rate.
9
<PAGE> 10
There was no tax provision for the three months ended October 31, 1997
as a result of net operating losses which offset taxable income.
For the three month period ended October 31, 1997, the Company recorded
net income of $510,000, or $.07 per share, compared to a net loss of $2,063,000,
or $.33 per share, in the prior year's period. The improved results of the
current period were primarily due to higher gross margins, lower promotional
allowances and lower interest expense in the current period, and non-recurring
recall costs and reorganization expenses in the prior year's period.
Liquidity and Capital Resources
Working capital at October 31, 1997 and July 31, 1997 was $25,883,000
and $25,780,000, respectively, with current ratios of 2.6:1 and 2.5:1,
respectively. The lower accounts receivable at October 31, 1997 is a reflection
of the lower sales levels in the current quarter as compared to the fourth
quarter of fiscal 1997. Inventory increased due to the build-up related to new
products and first half promotional inventories. The decrease in accounts
payable was primarily the result of the pay-down of pre-petition unsecured
creditor claims which will continue through March 1998.
Management believes that its cash and cash equivalents and cash flows
from operations will be sufficient to enable it to meet its obligations for the
next twelve months.
The Company has from time to time engaged in discussions with third
parties regarding the possible acquisition by one or more of such third parties
of discrete portions of the Company's assets, and it has received indications of
interest from time to time from third parties interested in acquiring all of the
Company's stock or assets. The discussions have been preliminary in nature and
no agreements regarding any such sale or sales have been reached, nor can any
assurance be given that any agreements will be reached.
Forward Looking Statements
The Management's Discussion and Analysis of Financial Condition and
Results of Operations section of this Form 10-Q contain forward looking
statements that are based on management's current beliefs and assumptions about
expectations, estimates, strategies and projections for the Company. Words such
as "expects," "seeks," "anticipates," "intends," "plans," "believes,"
"estimates," and variations of such words and similar expressions are intended
to identify such forward looking statements. These statements are not guarantees
of future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward looking
statements. The Company undertakes no obligation to update publicly any forward
looking statements whether as a result of new information, future events or
otherwise.
The risks, uncertainties and assumptions regarding forward looking
statements include, but are not limited to, product demand and market acceptance
risks; product development risks, such as delays or difficulties in developing,
producing and marketing new products or line
10
<PAGE> 11
extensions; the impact of competitive products, pricing and advertising;
constraints resulting from the financial condition of the Company, including the
degree to which the Company is leveraged, debt service requirements and
restrictions under loan agreements; and other risks described in the
Company's Securities and Exchange Commission filings.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Number Description
------ -----------
11 Statement re: Computation of Per Share
Gain (Loss)
27 Financial Data Schedule
b) Reports on Form 8-K
None
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
December 2, 1997 DEP CORPORATION
/s/ Grant W. Johnson
---------------------------------------
Grant W. Johnson
Senior Vice President,
Principal Financial Officer
and Chief Accounting Officer
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Description Exhibit No.
----------- -----------
<S> <C>
Computation of Per Share Gain (Loss) 11
Financial Data Schedule 27
</TABLE>
14
<PAGE> 1
EXHIBIT 11
DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
COMPUTATION OF PER SHARE GAIN (LOSS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
October 31,
------------------------
1997 1996
--------- -----------
<S> <C> <C>
Net income (loss).................................. $510,000 $(2,063,000)
========= ===========
Shares:
Weighted average shares outstanding................ 6,876,140 6,251,140
========= ===========
Income (loss) per share............................ $0.07 $(0.33)
========= ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AT OCTOBER 31, 1997, AND CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE QUARTER THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> OCT-31-1997
<CASH> 10,302,000
<SECURITIES> 0
<RECEIVABLES> 15,073,000<F1>
<ALLOWANCES> 0
<INVENTORY> 14,762,000
<CURRENT-ASSETS> 41,708,000
<PP&E> 12,700,000<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 82,977,000
<CURRENT-LIABILITIES> 15,825,000
<BONDS> 60,741,000
0
0
<COMMON> 71,000
<OTHER-SE> 4,520,000
<TOTAL-LIABILITY-AND-EQUITY> 82,977,000
<SALES> 25,814,000
<TOTAL-REVENUES> 0
<CGS> 9,605,000
<TOTAL-COSTS> 23,718,000
<OTHER-EXPENSES> (49,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,635,000
<INCOME-PRETAX> 510,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 510,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 510,000
<EPS-PRIMARY> .07
<EPS-DILUTED> 0
<FN>
<F1>Accounts receivable net of allowance for doubtful accounts.
<F2>Property, plant and equipment net of accumulated depreciation.
</FN>
</TABLE>
