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Previous: BLACKROCK ADVANTAGE TERM TRUST INC, SC 13D/A, 2000-09-08 |
Next: UNITED STATES EXPLORATION INC, SC 13G, 2000-09-08 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934 for the quarterly period ended June 30, 2000.
--------------
Transition report pursuant to Section 13 or 15(d) of the Securities
------ Exchange Act of 1934 for the transition period from ______________ to
____________.
Commission file number 1-10340
-------
ALLOU HEALTH & BEAUTY CARE, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-2953972
-------- ----------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
50 Emjay Boulevard, Brentwood, NY 11717
--------------------------------- -----
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (516) 273-4000
---------------
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 twelve 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
---- ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class September 5, 2000
------------------------------------- -- ---------------
Class A Common Stock, $.001 par value 5,602,903
=========
Class B Common Stock, $.001 par value 1,200,000
=========
<PAGE>
ALLOU HEALTH & BEAUTY CARE, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
------
<TABLE>
<CAPTION>
June 30, March 31,
2000 2000
---- ----
(unaudited)
Current Assets
--------------
<S> <C> <C>
Cash $ 1,122,102 $ 51,311
Accounts Receivable (net of allowance
for doubtful accounts of $1,480,000
and $1,285,000, respectively) 97,300,059 75,853,958
Inventories 175,140,897 163,752,266
Prepaid Purchases 6,853,889 2,942,409
Other Current Assets 3,796,064 4,283,598
------------- -------------
Total Current Assets $284,213,011 $246,883,542
Property and Equipment, Net 4,037,162 3,924,543
Other Assets 10,913,743 9,147,367
------------ -------------
TOTAL ASSETS $299,163,916 $259,955,452
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------
Current Liabilities
-------------------
Amounts Due Bank $180,687,342 $148,470,692
Current Portion of Long-Term Debt 1,741,046 1,831,547
Accounts Payable and Accrued Expenses 35,112,240 29,289,177
Income Taxes Payable 1,909,487 2,566,969
------------- -------------
Total Current Liabilities $219,450,115 $182,158,385
------------- -------------
Long Term Liabilities
Long-Term Debt 1,460,694 1,640,222
------------- -------------
Total Long Term Liabilities 1,460,694 1,640,222
--------------------------- ------------- -------------
TOTAL LIABILITIES $220,910,809 $183,798,607
----------- -----------
Commitments and Contingencies
Stockholders' Equity
--------------------
Preferred Stock, $.001 par value, 1,000,000
shares authorized, none issued and outstanding.
Class A Common Stock, $.001 par value;
15,000,000 shares authorized; 5,567,648 and
5,566,273 shares issued and outstanding, respectively $ 5,568 $ 5,566
Class B Common Stock, $.001 par value;
2,200,000 shares authorized;
1,200,000 shares issued and outstanding 1,200 1,200
Additional Paid-In Capital 30,825,656 30,818,158
Retained Earnings 47,420,683 45,331,921
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 78,253,107 76,156,845
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $299,163,916 $259,955,452
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
ALLOU HEALTH & BEAUTY CARE, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
June 30,
2000 1999
---- ----
<S> <C> <C>
Revenues $134,664,654 $78,147,211
Costs of Revenues 118,622,001 67,306,080
----------- ----------
Gross Profit 16,042,653 10,841,131
------------ ----------
Operating Expenses
------------------
Warehouse and Delivery 3,141,565 2,598,922
Selling, General and Administrative 5,308,443 4,051,765
------------- -----------
Total Expenses 8,450,008 6,650,687
------------- -----------
Income From Operations 7,592,645 4,190,444
------------- -----------
Other (Expenses) Income
-----------------------
Interest Expense ( 4,416,883) ( 2,190,757)
Other - 0 - 12,163
Interest Income - 0 - 142,895
------------- -----------
Total ( 4,416,883) ( 2,035,699)
------------- -----------
Income From Operations Before Income Taxes 3,175,762 2,154,745
Provision for Income Taxes 1,087,000 819,000
------------- ------------
Income From Continuing Operations 2,088,762 1,335,745
Loss From Discontinued Operations
Net of Income Taxes of $316,000 - 0 - ( 516,764)
Gain on Disposal of Discontinued Operations
Net of Income Taxes of $8,159,000 - 0 - 13,313,225
------------- -----------
NET INCOME $ 2,088,762 $14,132,206
RETAINED EARNINGS - BEGINNING 45,331,921 30,372,736
------------ ----------
RETAINED EARNINGS - ENDING $ 47,420,683 $44,504,942
============ ==========
Earnings Per Common Share
-------------------------
Basic:
Continuing Operations $.31 $ .20
Discontinued Operations .00 1.93
--- ----
Net Income $.31 $2.13
=== ====
Diluted:
Continuing Operations $.29 $ .18
Discontinued Operations .00 1.69
--- ----
Net Income $.29 $1.87
=== ====
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
ALLOU HEALTH & BEAUTY CARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
June 30,
2000 1999
---- ----
Cash Flows From Operating Activities
------------------------------------
<S> <C> <C>
Net Income $ 2,088,762 $14,132,206
Adjustments to Reconcile Net Income to Net Cash
Used in Operating Activities:
Depreciation and Amortization 333,956 195,624
Decrease (Increase) In Assets:
Accounts Receivable (21,446,101) 4,714,305
Inventories (11,388,631) (17,907,035)
Prepaid Purchases and Other Assets ( 5,368,227) 15,564,037
Note Receivable - 0 - ( 8,900,000)
Increase (Decrease) In Liabilities:
Accounts Payable and Accrued Expenses 5,823,063 (15,453,243)
Income Taxes Payable ( 657,482) 7,068,391
----------- -----------
Net Cash Used In Operating Activities (30,614,660) ( 585,715)
----------- -----------
Cash Flows Used in Investing Activities
---------------------------------------
Acquisition of Property and Equipment ( 268,670) ( 550,617)
Disposition of Property and Equipment - 0 - 676,750
----------- -----------
Net Cash Provided by (Used In) Investing Activities ( 268,670) 126,133
----------- -----------
Cash Flows From Financing Activities
------------------------------------
Net Increase in Amounts Due Bank 32,216,650 443,953
Borrowings - 0 - 39,132
Repayment of Debt ( 270,029) ( 328,892)
Net Proceeds From Exercise of Options and Warrants 7,500 134,240
----------- -----------
Net Cash Provided By Financing Activities 31,954,121 288,433
----------- -----------
INCREASE (DECREASE) IN CASH 1,070,791 ( 171,149)
CASH AT BEGINNING OF PERIOD 51,311 400,090
----------- -----------
CASH AT END OF PERIOD $ 1,122,102 $ 228,941
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash Paid For:
Interest $ 4,230,604 $ 2,184,859
Income Taxes $ 1,744,482 $ - 0 -
</TABLE>
During the three months ended June 30, 1999, the Company issued notes for
$39,132.
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
ALLOU HEALTH & BEAUTY CARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying interim consolidated financial statements of Allou Health &
Beauty Care, Inc. (the Company) have been prepared in conformity with generally
accepted accounting principles consistent in all material respects with those
applied in the Annual Report on Form 10-K for the year ended March 31, 2000. The
interim financial information is unaudited, but reflects all normal adjustments
which are, in the opinion of management, necessary to provide a fair statement
of results for the interim periods presented. The interim financial statements
should be read in connection with the financial statements in the Company's
Annual Report on Form 10-K for the year ended March 31, 2000.
2. As discussed in note 2 of the Company's March 31, 2000 10-K, the Company
provided a valuation allowance of $8,500,000 against its note receivable due
from the principal stockholders of Ibeauty.com, which was due in April, 2000. In
accordance with the provisions of the note, in lieu of repayment, the Company
received 1,816,239 shares of stock of Ibeauty.com. As a result, the Company owns
31% of Ibeauty.com as of June 30, 2000. Due to Ibeauty.com's inability to
provide financial information to the Company, the shares of stock received are
not being valued and Allou cannot apply the equity method to its minority
investment. Consequently, the Company's investment of $3,000,000 could be
impaired.
3. Effective May 8, 2000, the Company was approved for a $200,000,000 secured
line of credit with interest payable at 3/4% above the prime rate or 2.5% above
the Eurodollar rate. As of June 30, 2000, the credit line has been funded in the
amount of $185,081,000.
4. Earnings per share (EPS) for the current and prior period has been presented
in conformity with the provisions of SFAS 128. The following table is a
reconciliation of the weighted-average shares (denominator) used in the
computation of basic and diluted EPS for the statement of operation periods
presented herein.
June 30,
2000 1999
---- ----
Basic 6,767,028 6,639,873
Assumed exercise of stock options 555,233 918,072
---------- ----------
Diluted 7,322,261 7,557,945
========= =========
Net income as presented in the consolidated statement of operations is
used as the numerator in the EPS calculation for both the basic and diluted
computations.
5. On July 27, 2000, the Company issued to an institutional investor $11,470,588
of 12% senior subordinated notes due 2005 and 1,300,000 seven year warrants to
purchase Allou's Class A common stock at $4.50 per share. The exercise price of
the warrants is subject to increase if the Company meets certain earnings and
revenue targets. The warrants are subject to a put option under which the
investor has the right to put the warrant to Allou after five years at a price
of $8 per warrant.
Additionally, subject to the Company obtaining stockholder approval at
its annual meeting, the Company may issue to investors additional notes of
$13,529,412 and 1,533,333 of warrants exercisable on identical terms.
-5-
<PAGE>
SIGNATURES
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.
/s/ David Shamilzadeh
-------------------------------------
David Shamilzadeh
President and Chief Financial Officer
Dated: September 5, 2000
-6-
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