<PAGE> 1
Helene Curtis Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(Dollars in thousands, except per-share data)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED NOVEMBER 30, 1995
Commission file number 1-8797
HELENE CURTIS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3398349
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
325 NORTH WELLS STREET, CHICAGO, ILLINOIS 60610
(Address of principal executive offices)
(312) 661-0222
(Registrant's telephone number)
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 November 30, 1995, there were 6,850,922 shares of Common Stock and 3,044,829
shares of Class B Common Stock outstanding.
<PAGE> 2
Helene Curtis Industries, Inc. and Subsidiaries
Index
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Earnings for the Three and
Nine Months Ended November 30, 1995 and 1994 3
Consolidated Balance Sheets as of November 30, 1995 and 4
February 28, 1995
Consolidated Statements of Cash Flows for the Nine Months
Ended November 30, 1995 and 1994 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis 8-12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURE 13
EXHIBIT 11 - Computation of Earnings Per Share 14
EXHIBIT 27 - Financial Data Schedule (submitted with EDGAR filing)
</TABLE>
-2-
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Helene Curtis Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(Dollars in thousands, except per-share data)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended November 30, Ended November 30,
------------------- --------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 267,025 $ 282,370 $ 890,147 $ 900,579
---------- ---------- ---------- ----------
Costs and expenses:
Cost of sales 126,680 127,007 411,030 403,014
Selling, general and administrative 151,645 146,832 471,656 469,512
Interest 2,228 2,186 7,023 6,551
---------- ---------- ---------- ----------
280,553 276,025 889,709 879,077
---------- ---------- ---------- ----------
Earnings (loss) before income taxes (13,528) 6,345 438 21,502
Provision (benefit) for income taxes (6,332) 2,982 232 10,106
---------- ---------- ---------- ----------
Net earnings (loss) $ (7,196) $ 3,363 $ 206 $ 11,396
========== ========== ========== ==========
Net earnings (loss) per share $ (.76) $ .35 $ .02 $ 1.20
========== ========== ========== ==========
Average number of shares outstanding 9,492,735 9,525,498 9,502,681 9,486,604
========== ========== ========== ==========
Cash dividends per share:
Common Stock $ .08 $ .06 $ .24 $ .18
Class B Common Stock $ .08 $ .06 $ .19 $ .13
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-3-
<PAGE> 4
Helene Curtis Industries, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
(Unaudited)
November 30, February 28,
1995 1995
------------ ------------
<S> <C> <C>
Assets
Current assets:
Cash and equivalents $ 10,539 $ 5,136
Receivables-net 194,653 270,824
Inventories 115,495 108,178
Other current assets 51,505 22,029
-------- --------
Total current assets 372,192 406,167
-------- --------
Property, plant and equipment 337,013 315,545
Less accumulated depreciation 120,543 100,209
-------- --------
Net property, plant and equipment 216,470 215,336
Other assets 23,238 25,329
-------- --------
Total assets $611,900 $646,832
======== ========
Liabilities and stockholders' equity
Current liabilities:
Short-term debt $ 17,491 $ 6,706
Accounts payable 96,175 121,199
Income taxes 4,626 15,099
Advertising and promotion 52,375 62,193
Other accrued expenses 44,766 48,385
-------- --------
Total current liabilities 215,433 253,582
Long-term debt 138,250 137,248
Deferred income taxes 11,687 11,686
Accrued retirement and other benefits 26,184 23,898
-------- --------
Total liabilities 391,554 426,414
-------- --------
Stockholders' equity:
Common Stock, issued 7,949,311 shares
(Nov.) and 7,933,611 shares (Feb.) 3,975 3,967
Class B Common Stock, issued 3,044,829
shares (Nov.) and 3,060,529 shares (Feb.) 1,522 1,530
Capital in excess of par value 42,998 42,027
Retained earnings 175,981 177,997
Currency translation adjustment 6,766 5,539
Treasury Stock (Common), 1,098,389 shares
(Nov.) and 1,123,990 shares (Feb.), at cost (10,896) (10,642)
-------- --------
Total stockholders' equity 220,346 220,418
-------- --------
Total liabilities and stockholders' equity $611,900 $646,832
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-4-
<PAGE> 5
Helene Curtis Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
For the Nine Months
Ended November 30,
--------------------------
1995 1994
--------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 206 $ 11,396
Adjustments to net earnings:
Depreciation and amortization 24,931 21,592
Other 2,604 3,808
Changes in operating assets and liabilities:
Receivables-net 77,372 48,870
Inventories (8,448) (25,439)
Other current assets (28,914) (9,625)
Payables and accrued expenses (49,324) 13,519
Other (2,774) (63)
-------- --------
Net cash provided by operating activities 15,653 64,058
-------- --------
Cash flows from investing activities:
Capital expenditures (21,612) (17,824)
Other 25 117
-------- --------
Net cash used by investing activities (21,587) (17,707)
-------- --------
Cash flows from financing activities:
Proceeds from borrowings 19,540 3,675
Repayment of borrowings (6,922) (42,323)
Dividends paid (2,222) (1,624)
Other (157) (263)
-------- --------
Net cash provided (used) by financing activities 10,239 (40,535)
-------- --------
Effect of exchange rate changes on cash and
equivalents 1,098 1,926
-------- --------
Increase in cash and equivalents 5,403 7,742
Cash and equivalents at beginning of period 5,136 2,802
-------- --------
Cash and equivalents at end of period $ 10,539 $ 10,544
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-5-
<PAGE> 6
Helene Curtis Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands)
1. Basis of Presentation
The interim consolidated financial statements are unaudited. In the
opinion of management, all adjustments necessary for a fair presentation
are reflected herein. All such adjustments are of a normal recurring
nature. The results of operations for the interim periods are not
necessarily indicative of the results that may be expected for the entire
fiscal year.
These statements do not include all disclosures required by generally
accepted accounting principles and should be read in conjunction with the
audited financial statements and related notes included in the Company's
annual report to stockholders for the year ended February 28, 1995. The
consolidated balance sheet as of February 28, 1995 is derived from these
audited financial statements.
Advertising and promotion costs are generally expensed in the fiscal year
incurred. For interim reporting purposes, such costs are charged to
operations as a percentage of sales, based on estimated sales and
estimated advertising and promotion costs for the full year.
2. Supplemental Information
The consolidated statements of earnings include research and development
costs of $7,141 and $21,704 for the three and nine months ended November
30, 1995, respectively, and $6,720 and $20,481 for the three and nine
months ended November 30, 1994, respectively.
-6-
<PAGE> 7
Helene Curtis Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands)
3. Receivables
Receivables, principally trade, consist of the following amounts:
<TABLE>
<CAPTION>
November 30, 1995 February 28, 1995
----------------- -----------------
<S> <C> <C>
Accounts receivable $157,255 $210,755
Notes receivable 42,638 66,282
-------- --------
199,893 277,037
Less allowance for doubtful accounts 5,240 6,213
-------- --------
$194,653 $270,824
======== ========
</TABLE>
4. Inventories
Inventories consist of the following components:
<TABLE>
<CAPTION>
November 30, 1995 February 28, 1995
----------------- -----------------
<S> <C> <C>
Raw materials $ 34,291 $ 18,336
Work in process 3,204 3,003
Finished goods 78,000 86,839
--------- ---------
$ 115,495 $ 108,178
========= =========
</TABLE>
-7-
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Helene Curtis Industries, Inc. and Subsidiaries
RESULTS OF OPERATIONS - THREE MONTHS ENDED NOVEMBER 30, 1995 AND 1994
(Dollars in thousands)
Consolidated net sales for the three months ended November 30, 1995, decreased
$15,345, or 5%, compared with the corresponding period last year. Excluding
the benefit of favorable foreign currency translation, overall sales declined
seven percentage points.
Domestic net sales, accounting for 61% of worldwide net sales, decreased 2%
compared with the corresponding period last year. This decrease was
attributable to the decline in hair care sales which was partly offset by the
continued growth in the antiperspirant/deodorant and skin care categories.
The Company's U.S. hair care sales in total were down 9% as gains for Salon
Selectives were more than offset by declines for Suave, Vibrance and Finesse.
Sales of Suave decreased with particularly weak results in both shampoos and
conditioners. Vibrance sales were also down as the brand has just been
reformulated, repackaged and repositioned as Vibrance Organic Care. Salon
Selectives sales increased due to higher sales of shampoos and conditioners.
The Company's sales growth in the antiperspirant/deodorant category exceeded
the overall U.S. market growth where Suave and Degree combined for a sales
increase of 9%. In other domestic categories, skin care recorded a 23%
increase led by strong sales growth of both Suave skin lotion and facial
products. Sales of the Company's professional or salon business also increased
slightly.
International net sales, representing 39% of consolidated net sales, decreased
11% (15% in local currency) compared with the corresponding period last year.
This decline was attributable primarily to lower sales in Japan and the United
Kingdom which were adversely impacted by the same economic and competitive
circumstances experienced in the first half of this year.
Sales in Japan, the Company's largest foreign subsidiary, decreased 23% in
local currency and 18% with the benefit of favorable foreign currency
translation. All of the subsidiary's hair care brands recorded lower sales as
a result of the combined effects of a weak economy, aggressive industry-wide
discounting practices and increased competitive activity. In the United
Kingdom, sales decreased considerably due to the continuing impact of
significant advertising and promotion by the Company's largest competitors and
the disappointing results of last year's restage of Finesse.
-8-
<PAGE> 9
Helene Curtis Industries, Inc. and Subsidiaries
RESULTS OF OPERATIONS - THREE MONTHS ENDED NOVEMBER 30, 1995 AND 1994
(Dollars in thousands)
(continued)
In Canada, sales increases were attributable primarily to the positive response
to initial shipments of Helene Curtis Organic Care which was partly offset by
lower sales in Finesse and Salon Selectives. Degree antiperspirant/deodorant
sales continued to register strong growth in all international markets in which
the brand competes including Canada, Australia, New Zealand and Scandinavia.
Cost of sales remained relatively flat despite the lower sales volume. As a
percent of net sales, cost of sales increased to 47.4% in the current period
from 45.0% last year. The increase is attributable primarily to higher
material and packaging costs coupled with the lower absorption of overhead
costs as inventories were reduced from year ago levels.
Selling, general and administrative expenses increased $4,813, or 3%. As a
percent of net sales, these expenses increased to 56.8% in the current period
from 52.0% last year, driven by a 3% increase in advertising and promotion
expense. This increase reflects higher spending in the U.S. on the Vibrance
Organic Care introduction and in Japan in response to competitive pressures.
Higher selling expenses and increased investment in research and development
also contributed to the increase in selling, general and administrative
expenses.
The effective tax rate remained constant at 47% in the current period compared
with the prior year.
Net losses were $7,196 ($.76 per share) in the current period compared with net
earnings of $3,363 ($.35 per share) in the prior year. The decrease was
attributable primarily to the decline in sales and gross margins and the
increase in advertising and promotion expenses. On a geographic basis,
earnings were lower in the U.S. and losses in Japan and the UK increased as a
result of the continued impact of economic and competitive pressures on sales.
-9-
<PAGE> 10
Helene Curtis Industries, Inc. and Subsidiaries
RESULTS OF OPERATIONS - NINE MONTHS ENDED NOVEMBER 30, 1995 AND 1994
(Dollars in thousands)
Consolidated net sales for the nine months ended November 30, 1995, decreased
$10,432, or 1%, compared with the corresponding period last year. Excluding
the benefit of favorable foreign currency translation, overall sales declined
about four percentage points.
Domestic net sales, accounting for 65% of worldwide net sales, increased 1%
compared with the corresponding period last year. This increase was
attributable primarily to continued growth in the antiperspirant/deodorant and
skin care categories. The Company's hair care sales in total were down 3% due
primarily to lower sales of Salon Selectives and Vibrance.
The U.S. hair care market, the largest market in which the Company competes,
has grown about 2% over the past year. Sales of Salon Selectives, Suave and
Finesse decreased due to significantly lower sales of styling aids. Vibrance
sales were down as the brand has just been reformulated, repackaged and
repositioned as Vibrance Organic Care.
The Company's sales growth in the antiperspirant/deodorant category exceeded
the overall U.S. market growth of 3% where Degree and Suave combined for a
sales increase of 14%. In other domestic categories, the Company's skin care
products recorded a 23% increase led by Suave Skin Therapy Lotions while sales
of the professional or salon business decreased as the market continued to
decline.
International net sales, representing 35% of consolidated net sales, decreased
5% (13% in local currency) compared with the corresponding period last year.
This decline was attributable to lower sales in Japan and the United Kingdom
which were partially offset by sales increases in Scandinavia, Canada and U.S.
exports.
Sales in Japan, the Company's largest foreign subsidiary, decreased 19% in
local currency and 9% with the benefit of favorable foreign currency
translation. All of the subsidiary's hair care brands recorded lower sales as
a result of difficult market and economic circumstances coupled with increased
competition. The compounded effects of the Kobe earthquake, a weak economy and
increasingly aggressive discounting practices across all major retail segments
resulted in shrinking retail sales for the Company and the hair care industry
as a whole. In the United Kingdom, sales decreased considerably due to the
continuing impact of significant advertising and promotion by the Company's
largest competitors and the disappointing results of last year's restage of
Finesse.
-10-
<PAGE> 11
Helene Curtis Industries, Inc. and Subsidiaries
RESULTS OF OPERATIONS - NINE MONTHS ENDED NOVEMBER 30, 1995 AND 1994
(Dollars in thousands)
(continued)
In Canada, the positive response to initial shipments of Helene Curtis Organic
Care and continued growth in Salon Selectives were offset partly by lower sales
of Finesse. Degree antiperspirant/deodorant sales continued to register strong
growth in all international markets in which the brand competes including
Canada, Australia, New Zealand and Scandinavia.
Cost of sales increased $8,016, or 2%, despite the lower sales volume. As a
percent of net sales, cost of sales increased to 46.2% in the current period
from 44.8% last year. Increases in material and packaging costs domestically
and changes in product sales mix to lower margin products were partially offset
by negotiated cost decreases in Japan.
Selling, general and administrative expenses increased $2,144, or less than 1%.
As a percent of net sales, these expenses increased to 53.0% in the current
period from 52.1% last year. Advertising and promotion expense decreased
reflecting lower spending in the U.S. while spending in Canada was higher in
support of the Helene Curtis Organic Care introduction. Lower total
advertising and promotion expenses were more than offset by increased
investment in research and development and higher selling and administrative
costs.
Interest expense increased $472, or 7%, attributable to the higher average cost
of borrowing as compared to the same period a year ago.
The effective tax rate was 53% in the current period compared with 47% in the
prior year, primarily as a result of the Company's inability to recognize
currently the tax benefits from the losses being incurred in Japan this year.
Net earnings decreased to $206 ($.02 per share) from $11,396 ($1.20 per share)
in the prior year. The decrease was attributable primarily to the lower sales
volume and lower gross margins. On a geographic basis, earnings were lower in
Japan and the UK as a result of the impact of economic and competitive
pressures on sales. Earnings from other international businesses declined
reflecting the launch of Helene Curtis Organic Care in Canada and the Company's
recent entry into Mexico. These declines in the international business overall
were offset by the continued improvement in the U.S. consumer business.
-11-
<PAGE> 12
Helene Curtis Industries, Inc. and Subsidiaries
FINANCIAL CONDITION - LIQUIDITY AND CAPITAL RESOURCES
(Dollars in thousands)
Cash and equivalents increased to $10,539, compared with $5,136 at year end.
Capital expenditure requirements were funded through operating cash flows and
increased borrowings.
Net cash provided by operating activities decreased to $15,653 from $64,058 in
the first nine months of the prior year due primarily to increased working
capital and lower net earnings. In comparing amounts on November 30, 1995 to
the prior year end, receivables decreased by $77,372 due to lower sales for the
current quarter compared with the fourth quarter of the prior year.
Inventories increased by $8,448 as a result of lower than anticipated sales in
Japan. The increase in other current assets of $28,914 was attributable to the
deferral of advertising and promotion costs during interim quarters. Payables
and accrued expenses decreased by $49,324 due primarily to the payment of
income tax, lower advertising and promotion accruals in Japan and the timing of
payments for inventory. Working capital increased to $156,759 at November 30,
1995, compared with $152,585 at February 28, 1995. The current ratio increased
to 1.73 from 1.60 : 1.
Capital spending increased to $21,612 from $17,824 in the first nine months of
the prior year. Capital expenditures in both years reflected primarily a large
number of smaller projects to improve manufacturing, distribution and
communication capabilities and efficiencies.
The total-debt-to-total-capital ratio increased slightly to 41.4%, compared
with 39.5% at year end. The total debt increased to $155,741 from $143,954
with fixed-cost borrowings representing about 55% of total outstanding debt.
Dividend payments increased to $2,222 from $1,624 in the prior year reflecting
an increase of two cents per share for each quarterly cash dividend. On
October 10, 1995, the Board of Directors declared the third quarterly cash
dividend of eight cents per share (previously six cents per share) for Common
stockholders and Class B Common stockholders.
Management believes that funds to be provided from operations and present
credit arrangements will be sufficient to meet anticipated working capital,
capital spending and other funding requirements.
-12-
<PAGE> 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 11 - Computations of Earnings per Share
Exhibit 27 - Financial Data Schedule (submitted with EDGAR filing)
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the
quarter ended November 30, 1995.
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.
(REGISTRANT) Helene Curtis Industries, Inc.
BY (SIGNATURE) S/ Mary J. Oyer
(NAME AND TITLE) Mary J. Oyer, Vice President
and Corporate Controller
DATE January 12, 1996
-13-
<PAGE> 1
EXHIBIT 11
Helene Curtis Industries, Inc. and Subsidiaries
COMPUTATIONS OF EARNINGS PER SHARE
(Dollars in thousands, except per-share data)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended November 30, Ended November 30,
---------------------------- --------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Primary earnings (loss) per share:
Net earnings (loss) $ (7,196) $ 3,363 $ 206 $ 11,396
========== ========== ========== ==========
Weighted average number of
shares outstanding:
Common and Class B
Common Shares 9,462,758 9,442,298 9,455,157 9,443,181
Common stock equivalents 29,977 83,200 47,524 43,423
---------- ---------- ---------- ----------
Total 9,492,735 9,525,498 9,502,681 9,486,604
========== ========== ========== ==========
Primary earnings (loss) per share $ (.76) $ .35 $ .02 $ 1.20
========== ========== ========== ==========
Fully diluted earnings (loss) per share:
Net earnings (loss) $ (7,196) $ 3,363 $ 206 $ 11,396
========== ========== ========== ==========
Weighted average number of
shares outstanding:
Common and Class B
Common Shares 9,462,758 9,442,298 9,455,157 9,443,181
Common stock equivalents 28,564 81,219 38,710 49,771
---------- ---------- ---------- ----------
Total 9,491,322 9,523,517 9,493,867 9,492,952
========== ========== ========== ==========
Fully diluted earnings (loss) per share $ (.76) $ .35 $ .02 $ 1.20
========== ========== ========== ==========
</TABLE>
Note: Fully diluted amounts are not included on the face of the consolidated
statements of earnings because they differ from primary earnings per
share by less than 3%.
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Consolidated
Statements of Earnings and Consolidated Balance Sheets on pages 3 and 4, and
footnote three from Page 7, of the Company's Form 10-Q for the period ending
November 30, 1995, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1996
<PERIOD-END> NOV-30-1995
<CASH> 10,539
<SECURITIES> 0
<RECEIVABLES> 199,893
<ALLOWANCES> 5,240
<INVENTORY> 115,495
<CURRENT-ASSETS> 372,192
<PP&E> 337,013
<DEPRECIATION> 120,543
<TOTAL-ASSETS> 611,900
<CURRENT-LIABILITIES> 215,433
<BONDS> 138,250
0
0
<COMMON> 5,497
<OTHER-SE> 214,849
<TOTAL-LIABILITY-AND-EQUITY> 611,900
<SALES> 890,147
<TOTAL-REVENUES> 890,147
<CGS> 411,030
<TOTAL-COSTS> 411,030
<OTHER-EXPENSES> 471,656 <F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,023
<INCOME-PRETAX> 438
<INCOME-TAX> 232
<INCOME-CONTINUING> 206
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 206
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
<FN>
<F1>Represents selling, general and administrative expenses.
</FN>
</TABLE>
