<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 JANUARY 31, 1998
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.
<TABLE>
<CAPTION>
Outstanding at
Class January 31, 1998
- -------------------------------------------- ----------------
<S> <C>
COMMON STOCK, $.01 PAR VALUE 6,876,140
</TABLE>
1
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE
----
PART I. FINANCIAL INFORMATION
<S> <C>
ITEM 1. FINANCIAL STATEMENTS:
CONSOLIDATED CONDENSED BALANCE SHEETS 3
January 31, 1998 and July 31, 1997
CONSOLIDATED CONDENSED STATEMENTS OF INCOME 4
Three and Six Month Periods Ended
January 31, 1998 and 1997
CONSOLIDATED CONDENSED STATEMENTS OF RETAINED 5
DEFICIT AND ADDITIONAL PAID-IN CAPITAL -
Six Month Period Ended January 31, 1998
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - 6
Six Month Periods Ended
January 31, 1998 and 1997
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>
January 31, July 31,
ASSETS 1998 1997
-------------- -----------
Current assets:
<S> <C> <C>
Cash and cash equivalents...................................................... $ 8,359,000 $11,788,000
Accounts receivable, net....................................................... 17,735,000 16,218,000
Inventories at lower of cost (first-in, first-out) or market:
Raw materials ............................................................... 6,079,000 5,470,000
Finished goods............................................................... 7,585,000 7,526,000
-------------- -----------
13,664,000 12,996,000
Other current assets........................................................... 1,387,000 2,014,000
-------------- -----------
Total current assets......................................................... 41,145,000 43,016,000
Property and equipment, net..................................................... 12,476,000 12,822,000
Intangibles, net................................................................ 26,726,000 27,181,000
Other assets.................................................................... 1,513,000 1,671,000
-------------- -----------
$ 81,860,000 $84,690,000
============== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion long-term debt ............................................... $ 2,318,000 $ 1,853,000
Accrued expenses ............................................................. 7,201,000 6,854,000
Accounts payable ............................................................. 5,255,000 8,529,000
-------------- -----------
Total current liabilities ................................................... 14,774,000 17,236,000
Long-term debt, net of current portion ......................................... 59,960,000 61,521,000
Other non-current liabilities .................................................. 1,802,000 1,832,000
-------------- -----------
Total liabilities ........................................................... 76,536,000 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 ............................................................. (6,901,000) (8,181,000)
Foreign currency translation adjustment ...................................... (238,000) (181,000)
-------------- -----------
6,329,000 5,106,000
Less: treasury stock, at cost, 231,000 shares of Common Stock ................ (1,005,000) (1,005,000)
-------------- -----------
5,324,000 4,101,000
-------------- -----------
$ 81,860,000 $84,690,000
============== ===========
</TABLE>
See notes to consolidated condensed financial statements.
3
<PAGE> 4
DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31, January 31,
------------------------------- -------------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales ......................... $ 28,510,000 $ 29,109,000 $ 54,324,000 $ 57,122,000
Cost of sales ..................... 11,068,000 11,366,000 20,673,000 22,154,000
------------ ------------ ------------ ------------
Gross profit ...................... 17,442,000 17,743,000 33,651,000 34,968,000
Selling, general and
administrative expenses ......... 15,104,000 16,225,000 29,217,000 33,266,000
------------ ------------ ------------ ------------
Income from operations ............ 2,338,000 1,518,000 4,434,000 1,702,000
Other income (expense):
Interest, net ................... (1,633,000) (1,758,000) (3,273,000) (3,717,000)
Other ........................... 65,000 2,000 119,000 13,000
------------ ------------ ------------ ------------
(1,568,000) (1,756,000) (3,154,000) (3,704,000)
------------ ------------ ------------ ------------
Income (loss) before reorganization
items and income taxes .......... 770,000 (238,000) 1,280,000 (2,002,000)
Reorganization items .............. -- (302,000) -- (3,000)
Income taxes ...................... -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) ................. $ 770,000 $ 64,000 $ 1,280,000 $ (1,999,000)
============ ============ ============ ============
Earnings (loss) per common share,
basic and diluted .............. $ 0.11 $ 0.01 $ 0.19 $ (0.31)
============ ============ ============ ============
Weighted average shares
outstanding...................... 6,876,140 6,804,245 6,876,140 6,527,693
============ ============ ============ ============
</TABLE>
See notes to consolidated condensed financial statements.
4
<PAGE> 5
DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF RETAINED DEFICIT
AND ADDITIONAL PAID-IN CAPITAL
SIX MONTHS ENDED JANUARY 31, 1998
(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 ...................... -- 1,280,000
----------- -----------
Balance at end of period ........ $13,397,000 $(6,901,000)
=========== ===========
</TABLE>
See notes to consolidated condensed financial statements.
5
<PAGE> 6
DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
January 31,
-------------------------------
Operating Activities: 1998 1997
------------ ------------
<S> <C> <C>
Net income (loss) .................................... $ 1,280,000 $ (1,999,000)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization ...................... 1,399,000 1,661,000
Other .............................................. 48,000 137,000
Changes in operating assets and liabilities:
Accounts receivable ............................... (1,617,000) (156,000)
Inventories ....................................... (668,000) (1,999,000)
Other assets ...................................... 627,000 838,000
Accounts payable .................................. (3,291,000) (1,269,000)
Accrued expenses .................................. 342,000 847,000
------------ ------------
Net cash used in operating activities ................ (1,880,000) (1,940,000)
Investing Activities:
Purchases of property and equipment .................. (425,000) (460,000)
Proceeds from settlement of litigation relating to
acquisition of trademarks ........................... -- 3,900,000
Other, net ........................................... (15,000) 196,000
------------ ------------
Net cash provided by (used in) investing activities ... (440,000) 3,636,000
Financing Activities:
Decrease in lines of credit and long-term debt,
including change in current portion ............... (1,096,000) (655,000)
------------ ------------
Net cash used in financing activities ................. (1,096,000) (655,000)
------------ ------------
Increase (decrease) in cash and cash equivalents ...... (3,416,000) 1,041,000
Effect of exchange rate changes on cash ............... (13,000) 23,000
Cash and cash equivalents at beginning of period ...... 11,788,000 11,118,000
------------ ------------
Cash and cash equivalents at end of period ............ $ 8,359,000 $ 12,182,000
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest .......................................... $ 3,174,000 $ 2,189,000
============ ============
Income tax payments ............................... $ 2,000 $ 3,000
============ ============
</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 January 31, 1998, and the results of operations and statements of cash flows
for the three and six month periods ended January 31, 1998.
The results of operations for the three and six month periods ended
January 31, 1998, 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
During the quarter, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 128 "Earnings Per Share," which was effective
for interim and annual reporting periods ending after December 15, 1997. SFAS
No. 128 specifies the method of computation, presentation and disclosure for
earnings per share ("EPS"). SFAS No. 128 requires the presentation of two EPS
amounts, basic and diluted. Basic EPS is calculated by dividing net income by
the weighted average number of common shares outstanding during the period.
Diluted EPS is calculated by dividing net income by the sum of the
weighted average number of common shares outstanding plus all additional common
shares that would have been outstanding assuming the exercise of dilutive stock
options. The number of shares that would be issued upon the exercise of dilutive
stock options has been reduced by the number of shares that could have been
purchased from the option proceeds at the average market price of the Company's
Common Stock. For the three and six month periods ended January 31, 1998 and
1997, the number of dilutive stock options had no material impact on the
earnings per share calculations.
Options to purchase approximately 351,750 and 378,650 shares of Common
Stock were outstanding at January 31, 1998 and 1997, respectively, but were not
included in the computation of diluted EPS because the options' exercise prices
were greater than the average market price of the Common Stock for the period.
7
<PAGE> 8
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.
NOTE 4. REORGANIZATION ITEMS
Reorganization items consisted of the following:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31 January 31
--------------------------- --------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Professional fees -- $(302,000) $ -- $ 127,000
---------
Interest income -- -- (130,000)
---------- ---------- ---------
-- $ (302,000) -- $ (3,000)
========= ========== ========== =========
</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 January 31, 1998 were
$28,510,000, compared to $29,109,000 for the same period in the prior year.
Excluding the impact of converting two of the Company's foreign operations,
China and Australia, from direct sales to percentage based royalty revenues,
consolidated net sales for the three month period ended January 31, 1998 would
have increased 2% over the prior year.
Net sales of domestic Personal Care Products for the three months ended
January 31, 1998 increased 3% from the previous year. Domestic net sales
benefited from the roll-out of two, new, high margin product lines, LE SYSTEME
and THEORIE. Sales of AGREE and HALSA declined by $888,000.
For the current quarter international net sales declined due to the
conversion of the China and Australia operations to licensee arrangements. Sales
of AGREE and HALSA declined by $323,000.
Consolidated net sales for the six month period ended January 31, 1998
were $54,324,000, compared to $57,122,000 for the comparable period of the prior
year. The conversion of international operations accounted for $2.2 million, or
78%, of the decrease. Consolidated net sales of AGREE and HALSA declined by
$1,810,000.
Gross profits for the three and six months ended January 31, 1998 were
$17,442,000 and $33,651,000, respectively, compared to $17,743,000 and
$34,968,000 for the same periods of the prior year. As a percentage of net
sales, gross profits were 61% and 62% for the three and six month periods ended
January 31, 1998 compared to 61% for both periods of the prior year. The
decrease in absolute dollars of the current periods ended January 31, 1998, was
the result of lower sales. The increase in gross profits percentage for the six
months ended January 31, 1998 was the result of the roll-out of LE SYSTEME and
THEORIE which have higher gross margins than the Company's average.
For the three and six month periods ended January 31, 1998 selling,
general and administrative expenses ("SG&A") were $15,104,000 and $29,217,000,
respectively, compared to $16,225,000 and $33,266,000 for the same periods of
the prior year. As a percentage of net sales, SG&A decreased to 53% and 54%,
respectively, versus 56% and 58% for the prior year. In dollar terms, the lower
SG&A of the current periods was primarily due to lower variable expenses
resulting from lower net sales, and lower promotional allowances as a result of
moderate price increases. In addition, there were lower legal and amortization
expenses in the current periods. In the six month period ended January 31, 1997,
SG&A included $640,000 of expenses related to the recall of a test market skin
care line. The decrease in SG&A as a percentage of net sales in the current
periods was the result of lower promotional allowances and administrative
expenses, and the nonrecurring product recall expenses in the prior year's six
month period.
9
<PAGE> 10
Operating income increased to $2,338,000 and $4,434,000 for the three
and six months ended January 31, 1998, respectively, from $1,518,000 and
$1,702,000 in the prior year, primarily due to lower promotional allowances,
lower administrative expenses, sales of new products and the nonrecurring costs
incurred in fiscal 1997 related to a product recall.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
for the three and six month periods ended January 31, 1998 increased to
$3,094,000 and $5,952,000, respectively, from $2,638,000 and $3,379,000 for the
comparable prior year periods. EBITDA is considered by certain investors to be
an additional basis for evaluating the Company's value as well as its ability to
pay interest, repay debt and make capital expenditures. However, EBITDA should
not be considered in isolation, or a substitute for cash flow data prepared in
accordance with generally accepted accounting principles, or as a measure of an
entity's profitability or liquidity. Such EBITDA data should be read in
conjunction with the consolidated statement of cash flows, included elsewhere
herein.
For the three and six month periods ended January 31, 1998 net interest
expense decreased to $1,633,000 and $3,273,000, respectively, compared to
$1,758,000 and $3,717,000 for the same periods of the prior year. The decrease
was due to a lower average principal balance and a lower average interest rate.
There was no tax provision for the three and six months ended January
31, 1998 as a result of prior net operating losses offsetting the current
period's taxable income.
For the three and six month periods ended January 31, 1998 the Company
recorded net income of $770,000, or $.11 per share, and $1,280,000, or $.19 per
share, respectively, compared to net income of $64,000, or $.01 per share, and a
net loss of $(1,999,000), or $(.31) per share, for the same periods of the prior
year. The improved results of the current period were primarily due to lower
promotional allowances, administrative expenses and interest expense in the
current period, and the nonrecurring recall costs of the prior year.
10
<PAGE> 11
Liquidity and Capital Resources
Working capital at January 31, 1998 and July 31, 1997 was $26,371,000
and $25,780,000, respectively, with current ratios of 2.8:1 and 2.5:1,
respectively. The increases in accounts receivable and inventory related to
sales of new products and their inventory requirements. The decrease in accounts
payable was primarily the result of the paydown of pre-petition unsecured
creditor claims. By the end of March 1998 the Company will have repaid
pre-petition unsecured creditor claims in full with 5% interest.
Management believes that the Company's 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 or equity interests, 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 contains 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 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
At the Company's 1997 Annual Meeting of Stockholders held on
December 5, 1997, the following action was taken:
The following Class I directors were elected for terms of
office expiring in 2000:
<TABLE>
<CAPTION>
Votes For Abstained
--------- ---------
<S> <C> <C>
Alexander L. Kyman 6,112,470 13,866
Michael Nave 6,112,470 13,866
</TABLE>
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.
March 2, 1998 DEP CORPORATION
/s/ Grant W. Johnson
-----------------------------------
Grant W. Johnson
Senior Vice President,
Principal Financial Officer
and Chief Accounting Officer
13
<PAGE> 14
EXHIBIT INDEX
Description Exhibit No.
----------- -----------
Computation of Per Share Gain (Loss) 11
Financial Data Schedule 27
14
<PAGE> 1
DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31, January 31,
---------------------------- ----------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income (loss) ............................. $ 770,000 64,000 $ 1,280,000 $(1,999,000)
=========== =========== =========== ===========
Shares:
Weighted average shares outstanding - basic.... 6,876,140 6,804,245 6,876,140 6,527,693
Average shares outstanding assuming exercise
of dilutive stock options ................... 54,456 84,227 39,625 65,149
----------- ----------- ----------- -----------
Weighted average shares outstanding - diluted.. 6,930,596 6,888,472 6,915,765 6,592,842
=========== =========== =========== ===========
Earnings (loss) per common share:
Basic ....................................... $ 0.11 $ 0.01 $ 0.19 $ (0.31)
=========== =========== =========== ===========
Diluted ..................................... $ 0.11 0.01 $ 0.19 $ (0.31)
=========== =========== =========== ===========
</TABLE>
Exhibit 11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AT JANUARY 31, 1998 AND CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> JAN-31-1998
<CASH> 8,359,000
<SECURITIES> 0
<RECEIVABLES> 17,735,000<F1>
<ALLOWANCES> 0
<INVENTORY> 13,664,000
<CURRENT-ASSETS> 41,145,000
<PP&E> 12,476,000<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 81,860,000
<CURRENT-LIABILITIES> 14,774,000
<BONDS> 59,960,000
0
0
<COMMON> 71,000
<OTHER-SE> 5,253,000
<TOTAL-LIABILITY-AND-EQUITY> 81,860,000
<SALES> 54,324,000
<TOTAL-REVENUES> 0
<CGS> 20,673,000
<TOTAL-COSTS> 49,890,000
<OTHER-EXPENSES> (119,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,273,000
<INCOME-PRETAX> 1,280,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,280,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,280,000
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0
<FN>
<F1>Accounts receivable net of allowance for doubtful accounts.
<F2>Property, plant and equipment net of accumulated depreciation.
</FN>
</TABLE>
