BEAUTICONTROL COSMETICS INC
10-Q, 1997-04-11
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                                      FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549


           X           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                                   SECURITIES EXCHANGE ACT OF 1934

                       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                   SECURITIES EXCHANGE ACT OF 1934


        For Quarter Ended February 28, 1997   Commission File Number  0-14449

                              BeautiControl Cosmetics, Inc.

                  (Exact name of registrant as specified in its charter)


                 Delaware                                 75-2036343    
        (State or other jurisdiction of         (I.R.S. Employer Identification 
         incorporation or organization)           number)


                           2121 Midway, Carrollton, TX  75006  

               (Address including zip code of principal executive offices)

                                       972/458-0601

                   (Registrant's telephone number including area code)

        Indicated below is the number of shares outstanding of each class of the
        registrant's common stock, as of April 7, 1997.


        Title of Each Class of Common Stock         Number of Shares Outstanding

           Common Stock, $0.10 par value                   5,910,698 shares     


        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 



                                      1




<PAGE>
                              PART 1. FINANCIAL INFORMATION


        Item 1.  Financial Statement
                                           
              Index to BeautiControl Cosmetics, Inc. Consolidated Financial
              Statement



                                                                 Page

        Balance Sheet                                             3-4

        Statements of Income                                        5

        Statements of Cash Flows                                    6

        Notes to Financial Statements                             7-8


                                          2


<PAGE>
<TABLE>

                      BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                                       (UNAUDITED)
<CAPTION>
                                          ASSETS

                                                   February 28,  November 30,
                                                       1997         1996   
                                                                            
<S>                                                <C>           <C>           
        CURRENT ASSETS
           Cash and cash equivalents                  $396,333      $884,384
           Short-term investments                      357,519       360,397
           Accounts receivable-net of
             allowance for doubtful accounts
             of $520,900 and $487,800 at
             February 28, 1997 and
             November 30, 1996, respectively         1,391,980     1,103,915
           Inventories
              Raw materials                          6,404,869     6,092,260
              Finished goods                         9,494,390     8,744,714
                                                    15,899,259    14,836,974
           Deferred income taxes                     1,850,892     1,850,892
           Other current assets                        900,883       679,672

           Total current assets                     20,796,866    19,716,234


        PROPERTY AND EQUIPMENT, AT COST             21,613,081    21,464,387
           LESS ACCUMULATED DEPRECIATION        
           AND AMORTIZATION                         12,513,864    12,100,577
                                                     9,099,217     9,363,810

        OTHER ASSETS                                          
           Cost in excess of net tangible
            assets, acquired, net of
            amortization of $778,800 and
            $762,300 at February 28, 1997 and
            November 30, 1996, respectively          1,872,492     1,889,063
           Investments                               2,397,112     2,403,326
           Other, net of amortization of
            $529,400 and $517,900 at February 
            28, 1997 and November 30, 1996,                   
            respectively                               559,904       537,849

              Total assets                         $34,725,591   $33,910,282

<FN>
        The accompanying notes are an integral part of these statements.
</TABLE>

                                            3                    
<PAGE>
<TABLE>
                      BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                                       (UNAUDITED)
<CAPTION>
                           LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                               

                                                   February 28,  November 30,
                                                       1997         1996
<S>                                                <C>           <C>         
        CURRENT LIABILITIES
           Short-term borrowings                    $6,500,000    $3,900,000
           Accounts payable - trade                  2,499,716     2,926,454
           Sales tax payable                           660,445       938,451
           Accrued commissions and awards            1,425,187     2,089,530
           Accrued compensation                        551,839     1,020,108
           Accrued liabilities                         281,483     1,183,787
           Deferred income                             423,405       349,655
           Accrued state and federal income                                  
           taxes                                     1,588,493     1,772,236
              Total current liabilities             13,930,568    14,180,221
                                                             
        DEFERRED INCOME TAXES                          419,384       419,384
                                                             
        COMMITMENTS & CONTINGENCIES                         -             -

        STOCKHOLDERS' EQUITY
           Preferred stock
              Authorized - 1,000,000 shares,
              $.10 par value
              Issued and outstanding - none
           Common stock
              Authorized - 20,000,000 shares,
              $.10 par value
              Issued - 9,619,498 and          
              9,521,361 shares at              
              February 28, 1997 and 
              November 30, 1996, respectively          961,950       952,136
           Capital in excess of par value           13,409,127    12,720,192
           Unrealized losses on investment, 
            net of taxes                               (33,620)      (33,620)
            Retained earnings                       36,943,376    36,577,163
                                                    51,280,833    50,215,871

           Less cost of 3,708,800          
            common shares held in treasury     
            at February 28, 1997 and    
            November 30, 1996                       30,905,194    30,905,194
                                                    20,375,639    19,310,677
           Total liabilities and
            stockholders' equity                   $34,725,591   $33,910,282


<FN>
        The accompanying notes are an integral part of these statements.
</TABLE>

                                            4


<PAGE>
<TABLE>
                      BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF INCOME
                                       (Unaudited)



                                                      
                                                     Three Months Ended 
                                                            
                                                   February 28,  February 29,
                                                       1997          1996    
<S>                                                <C>           <C>
     Sales                                         $16,051,680   $16,304,786

     Cost of goods sold                              3,905,430     3,702,010

         Gross profit                               12,146,250    12,602,776

     Selling expenses                                6,508,817     7,126,828

     General and administrative expenses             4,162,184     4,415,329
                                                    10,671,001    11,542,157

         Income from operations                      1,475,249     1,060,619

     Other income and expenses
         Interest income                                30,037        41,203
         Other, net                                     42,349        70,857
                                                        72,386       112,060

         Income before income taxes                  1,547,635     1,172,679
     Income taxes                                      568,994       505,177

     Net income                                       $978,641      $667,502
                                                                 
         Net income per common and common                                      
         equivalent share                                 $.16          $.11
                                                                               
     Weighted average common and common equivalent   6,309,942     6,067,373
     shares

<FN>
         The accompanying notes are an integral part of these statements.
</TABLE>

                                             5

<PAGE>
<TABLE>
                      BEAUTICONTROL  COSMETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Increase (Decrease) in Cash and Cash Equivalents
                                        (Unaudited)


                                                       Three Months Ended
                                                          
                                                   February 28,  February 29, 
                                                       1996          1997 
<S>                                                <C>            <C>    
        Net cash provided by (used in)
        operating activities                       ($3,023,592)     $378,977

        Cash flows from investing activities:
           Proceeds from sale of investments                 -       240,000
           Purchase of property and equipment         (148,694)     (185,470)
           Purchase of investments                           -             -
           Purchase of other assets                          -       (44,384)

              Net cash provided by (used in)
              investing activities                    (148,694)       10,146

        Cash flows from financing activities:
           Proceeds from issuance of common
            stock                                      698,749        10,406
           Short-term borrowings                     2,600,000       700,000
           Purchase of treasury stock                        -      (318,208)
           Dividends paid                             (614,514)     (616,753)
              Net cash provided by (used in)
              financing activities                   2,684,235      (224,555)

        Net increase (decrease) in cash and
         cash equivalents                             (488,051)      164,568

        Cash and cash equivalents at the
         beginning of the period                       884,384       855,856
                                                  
        Cash and cash equivalents at the end
         of the period                              $  396,333    $1,020,424

        Supplemental cash flow information:
         Income taxes                               $  625,000    $  100,000
         Interest                                       93,407        31,819

<FN>
        The accompanying notes are an integral part of these statements. 
</TABLE>


                                          6


<PAGE>
                    BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                QUARTERS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996


          Note 1 - Basis of Presentation

          In  the opinion  of the  Company,  the accompanying  consolidated
          financial statements  contain all adjustments, consisting of only
          normal recurring  adjustments,  necessary to  present fairly  the
          financial position as of February  28, 1997 and November 30, 1996
          and the results of operations and cash flows for the three months
          ended February 28, 1997 and  February 29, 1996.  The results  for
          the three   months  ended February 28,  1997 are  not necessarily
          indicative of the results for the year.

          While the  Company believes  that the  disclosures presented  are
          adequate to make the information not misleading, it  is suggested
          that these financial  statements be read in conjunction  with the
          consolidated  financial  statements  and notes  included  in  the
          Company's annual report on Form  10-K for the year ended November
          30, 1996.

          Item  2. Management's  Discussion  and  Analysis  of  Results  of
          Operations and Financial Condition

          Results of Operation

          Quarters Ended February 28, 1997 and February 29, 1996. Net sales
          for  the  first quarter  were  $16,052,000  in 1997  compared  to
          $16,305,000 in 1996.   The first quarter of  1996 offered several
          new products including  an extension to the  Company s successful
          REGENERATION  line  - REGENERATION Extreme  Repair Hand  Therapy.
          Impacting sales for the first quarter of 1997 was the decision to
          delay the introduction  of REGENERATION GOLD,  a new skin  repair
          product, until the second quarter.  The strategy to guarantee the
          quality  of the  product s effectiveness  and  refine its  unique
          packaging  system will enable the  Company to ensure that overall
          product execution  is a complete  success.  Also planned  for the
          second quarter is the national  implementation of new lower  cost
          entry  and training  programs  for  our  Consultants  which  were
          successful  in both  Louisiana and  Mississippi  test markets  in
          1996. 

          Gross profit  margins for  the first quarter  of 1997  were 75.7%
          compared to 77.3%  in 1996.  Directly affecting  this change were
          sales incentives  that included higher  product discounts offered
          to Consultants  effectively lowering  net sales  and thus,  gross
          profit  margins.   Also, the  first  quarter of  1997 included  a
          recruiting  promotion  that  caused  sales  to  increase  in  the
          supplements product line and  demonstration kits.  These carry  a
          higher  cost  and  lower  profit  margins  that  were  offset  by
          decreases in commissions as a percent of sales.

          Selling,  general and  administrative expenses  as  a percent  of
          sales  decreased  from 70.8%  in  1996  to  66.5%  in 1997.    As
          mentioned above,  the result of  the recruiting promotion  in the
          first  quarter  of  1997  caused   sales  to  increase  in   both
          demonstration kits and  sales aids.  Because these  product lines

                                          7 

<PAGE>
          are  not commissionable, Consultant  commissions as a  percent of
          sales were  down.  Also  affecting the decrease in  first quarter
          expenses   was  the  reduction  in  cost  and  professional  fees
          associated with the implementation of new recruiting and training
          programs and targeted market expansions. 
 
          Other  income  and expenses  decreased from  $112,000 in  1996 to
          $72,000 in 1997.

          Net income  increased 47%  from $668,000 in  1996 to  $979,000 in
          1997 primarily due  to lower selling, general  and administrative
          expenses mentioned above.

          Liquidity and Capital Resources

          Working Capital at February  28, 1997 was $6,866,000  compared to
          $5,536,000  at November  30, 1996.   This  change is  caused from
          increases in net trade accounts receivable and inventories, which
          are  partially offset by  increases in short-term  borrowings and
          overall reductions in accrued items.

          The Company s cash  position decreased from $884,000  at November
          30, 1996 to $396,000 at February 28, 1997.  Decreases in cash are
          a  result of  reductions  to trade  accounts  payable, sales  tax
          payable,   and   various   accrued   liabilities  which   include
          commissions, compensation and property taxes.

          The Company  has a  $15,000,000 line of  credit available  to use
          primarily  for share  repurchase in  the event  that the  Company
          believes its stock is undervalued and if operating cash is needed
          for the business.   The interest  rate is based  on a LIBOR  rate
          plus a  spread that  adjusts with  the debt  ratio.  The  current
          expiration date is November 30, 1998; however, this revolving two
          year credit  line can  be extended annually  and balances  can be
          termed  out at  any time during  the two  years for a  three year
          amortization.  A  commitment fee of .25% is  paid quarterly based
          on  the unused  portion  of  this line  of  credit. The  weighted
          average interest rate for first  quarter 1997 was 6.74%; for 1996
          the  average was 6.71%.  The outstanding balance  at February 28,
          1997 was $6,500,000 compared to $3,900,000 at November 30, 1996.

          During  1996  and  first  quarter  1997,  the  Company  used  its
          borrowings primarily for building inventory.  Management believes
          that this outstanding  balance will be reduced by  cash flow from
          operations; however, it  may continue to use this  line of credit
          as originally  intended,  as  necessary for  the  growth  of  its
          business. 

          New Accounting Standards

          In December 1996, the Financial Accounting Standards Board issued
          Statement  of Financial Accounting  Standards No. 128  (SFAS 128)
          Earnings Per Share. SFAS 128  requires companies to present basic
          earnings  per  share  and, if  applicable,  diluted  earnings per
          share.   This  replaces primary  and fully  diluted  earnings per
          share  that is  currently required  under  APB Opinion  15.   The
          Company will be  required to adopt  SFAS 128 on December  1, 1997
          but at present  will continue to report earnings  per share under
          APB 15.  Currently, the Company has not yet determined the effect
          of adopting SFAS 128. 

                                         8
<PAGE>                            
                             PART II. OTHER INFORMATION 

          Item 6.  Exhibits and Reports on Form 8-K

               (a)  Exhibits

                    Index to Exhibits

                      11       BeautiControl Cosmetics, Inc. and           
                               Subsidiaries - Computation of Earnings per  
                               Common Share - filed herewith.

               (b)  Reports on Form 8-K

                    None

                                      SIGNATURES
       


          Pursuant to the  requirements of the  Securities Exchange Act  of
          1934, the registrant  had duly caused this report to be signed on
          its behalf by the undersigned thereunto duly authorized.

                                             BeautiControl Cosmetics, Inc.

                                                   (Registrant)


          Date:     4/10/97                       /s/  RICHARD W. HEATH
                                                        Richard W. Heath
                                                        President, Chief   
                                                       Executive Officer



          Date:     4/10/97                      /s/   M. DOUGLAS TUCKER
                                                       M. Douglas Tucker
                                                       Senior Vice         
                                                       President -Finance &
                                                        Principle Financial
                                                       Officer

                                          9





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               FEB-28-1997
<CASH>                                          396333
<SECURITIES>                                    357519
<RECEIVABLES>                                  1912880
<ALLOWANCES>                                    520900
<INVENTORY>                                   15899259
<CURRENT-ASSETS>                              20796866
<PP&E>                                        21613081
<DEPRECIATION>                                12513864
<TOTAL-ASSETS>                                34725591
<CURRENT-LIABILITIES>                         13930568
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        961950
<OTHER-SE>                                    19413689
<TOTAL-LIABILITY-AND-EQUITY>                  34725591
<SALES>                                       16051680
<TOTAL-REVENUES>                              16051680
<CGS>                                          3905430
<TOTAL-COSTS>                                 14576431
<OTHER-EXPENSES>                               (72386)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               95582
<INCOME-PRETAX>                                1547635
<INCOME-TAX>                                    568994
<INCOME-CONTINUING>                             978641
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    978641
<EPS-PRIMARY>                                      .16
<EPS-DILUTED>                                      .16
        

</TABLE>



<TABLE>
                                                                 EXHIBIT 11

                    BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES
                      COMPUTATION OF NET INCOME PER COMMON SHARE


                                                       Three Months Ended

                                                   February 28,  February 29,
                                                      1997         1996
<S>                                                  <C>           <C>  
           Net income applicable to common stock      $978,641      $667,502

           Common and common equivalent share:
           Weighted average common shares     
            outstanding                              5,847,368     5,892,901
           Net effect of dilutive stock options    
            based on the treasury stock method
            using average market price                 462,574       174,472
           Weighted average common and common        
            equivalent share                         6,309,942     6,067,373


           Net income per common and common                           
            equivalent share                              $.16          $.11
                            
           Common share - assuming full dilution:
           Weighted average common shares
            outstanding                              5,847,368     5,892,901
           Net effect of dilutive stock options
            based on the treasury stock method
            using the greater of the average or
            ending market price                        475,060       174,480
           Weighted average common shares -
            assuming full dilution                   6,322,428     6,067,381
           Net income per common share -                
            assuming full dilution                        $.16          $.11

</TABLE>


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