<PAGE> 1
UNITED STATES
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 the Quarter Ended September 30, 1996 Commission File No. 001-10887
JENNY CRAIG, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0366188
(State of Incorporation) (I.R.S. Employer Identification No.)
11355 NORTH TORREY PINES ROAD, LA JOLLA, CA 92037
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 812-7000
----------------------
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
--- ---
Number of shares of common stock, $.000000005 par value, outstanding as
of the close of business on November 1, 1996 - 20,818,171.
-1 -
<PAGE> 2
JENNY CRAIG, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
June 30, September 30,
1996 1996
-------------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 43,535 35,899
Short-term investments 7,045 7,045
Accounts receivable, net 3,668 2,867
Inventories 17,401 18,576
Prepaid expenses and other assets 8,282 6,909
--------- --------
Total current assets 79,931 71,296
Cost of reacquired area franchise rights, net 7,496 10,181
Property and equipment, net 15,474 25,552
Other assets 1,500 1,500
--------- --------
$ 104,401 108,529
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable 20,916 21,446
Accrued liabilities 22,415 23,311
Income taxes payable 2,102 3,311
Deferred service revenue 4,506 3,963
--------- --------
Total current liabilities 49,939 52,031
Stockholders' equity:
Common stock $.000000005 par value, 100,000,000 shares
authorized; 27,574,260 shares issued; 20,856,251 and
20,873,171 shares outstanding at June 30, 1996 and
September 30, 1996, respectively -- --
Additional paid-in capital 71,478 71,584
Retained earnings 54,230 56,364
Equity adjustment from foreign currency translation 1,883 1,679
Treasury stock at cost, 6,701,089 shares at June 30, 1996 and
September 30, 1996 (73,129) (73,129)
--------- --------
Total stockholders' equity 54,462 56,498
Commitments and contingencies
--------- --------
$ 104,401 108,529
========= ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
-2 -
<PAGE> 3
JENNY CRAIG, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
----------------------
1995 1996
-------- --------
<S> <C> <C>
Revenues:
Company-owned operations:
Product sales $ 80,145 74,388
Service revenues 6,784 5,708
-------- --------
86,929 80,096
-------- --------
Franchise operations:
Product sales 10,718 8,565
Royalties 1,918 1,609
Initial franchise fees 55 185
-------- --------
12,691 10,359
-------- --------
Total revenues 99,620 90,455
-------- --------
Costs and expenses:
Company-owned operations:
Product 73,940 68,992
Service 4,338 3,856
-------- --------
78,278 72,848
-------- --------
Franchise operations:
Product 7,936 6,638
Other 470 525
-------- --------
8,406 7,163
-------- --------
12,936 10,444
General and administrative expenses 6,644 7,352
-------- --------
Operating income 6,292 3,092
Other income, principally interest 810 533
-------- --------
Income before taxes 7,102 3,625
Provision for income taxes 3,040 1,491
-------- --------
Net income $ 4,062 2,134
======== ========
Net income per share $ .16 .10
======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
-3-
<PAGE> 4
JENNY CRAIG, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------------
1995 1996
----- ----
<S> <C> <C>
Cash flows from operating activities:
Net income .............................................................. $ 4,062 2,134
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization ......................................... 1,775 1,685
Provision for doubtful accounts ....................................... (400) --
(Increase) decrease in:
Accounts receivable ........................................... (456) 69
Inventories ................................................... 3,130 (868)
Prepaid expenses and other assets ............................. (178) 1,373
Increase (decrease) in:
Accounts payable .............................................. 390 (100)
Accrued liabilities ........................................... 564 (104)
Income taxes payable .......................................... (421) 1,126
Deferred service revenue ...................................... 183 (543)
-------- -------
Net cash provided by operating activities ............ 8,649 4,772
-------- -------
Cash flows from investing activities:
Purchase of property and equipment ....................................... (600) (10,694)
Purchase of short-term investments ....................................... -- (5,000)
Proceeds from maturity of short-term investments ......................... 3,391 5,000
Payments for acquisition of franchised centres ........................... -- (1,803)
-------- -------
Net cash provided by (used in) investing activities .. 2,791 (12,497)
-------- -------
Cash flows from financing activities:
Purchase of treasury stock ............................................... (3,465) --
Treasury stock payable ................................................... 945 --
Proceeds from exercise of stock options .................................. -- 106
-------- -------
Net cash provided by (used in) financing activities .. (2,520) 106
-------- -------
Effect of exchange rate changes on cash and cash equivalents ............. 523 (17)
Net increase (decrease) in cash and cash equivalents ..................... 9,443 (7,636)
Cash and cash equivalents at beginning of period ......................... 51,819 43,535
-------- -------
Cash and cash equivalents at end of period ............................... $ 61,262 35,899
======== =======
Supplemental disclosure of cash flow information:
Income taxes paid ..................................................... $ 3,460 252
Acquisition of franchised centres:
Cancellation of accounts receivable ................................... -- 732
Fair value of assets acquired ......................................... -- 2,362
Liabilities assumed ................................................... -- 1,630
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
-4-
<PAGE> 5
JENNY CRAIG, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
1. The accompanying unaudited consolidated financial statements do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, considered
necessary for a fair presentation have been included. Operating results for any
interim period are not necessarily indicative of the results for any other
interim period or for the full year. These statements should be read in
conjunction with the June 30, 1996 consolidated financial statements.
2. Net income per share is computed by dividing net income by the weighted
average number of shares outstanding during the period which was 25,065,000 and
20,862,000 for the quarters ended September 30, 1995 and 1996, respectively.
-5-
<PAGE> 6
JENNY CRAIG, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
Forward-Looking Statements
Information provided in this Report on Form 10-Q may contain, and the
Company may from time to time disseminate material and make statements which may
contain "forward-looking" information, as that term is defined by the Private
Securities Litigation Reform Act of 1995 (the "Act"). These forward-looking
statements may relate to anticipated financial performance, business prospects
and similar matters. The words "expects," "anticipates," "believes," and similar
words generally signify a "forward-looking" statement. These cautionary
statements are being made pursuant to the provisions of the Act and with the
intention of obtaining the benefit of "safe-harbor" provisions of the Act. The
reader is cautioned that all forward-looking statements are necessarily
speculative and there are certain risks and uncertainties that could cause
actual events or results to differ materially from those referred to in such
forward-looking statements. Among the factors that could cause actual results to
differ materially are: increased competition; technological and scientific
developments, including appetite suppressants and other drugs which can be used
in weight-loss programs; increases in cost of food or services; lack of market
acceptance of additional products and services; legislative and regulatory
restrictions or actions; effectiveness of marketing and advertising programs;
prevailing domestic and foreign economic conditions; and the risk factors set
forth from time to time in the Company's annual reports and other reports and
filings with the SEC. In particular, the reader should carefully review the
cautionary statements contained under the caption "Forward-Looking Statements"
in Item 1 of the Company's Annual Report on Form 10-K for the year ended June
30, 1996.
Quarter Ended September 30, 1996 as Compared to Quarter Ended September 30, 1995
Revenues from United States Company-owned operations decreased 13% from
$76,369,000 for the quarter ended September 30, 1995 to $66,558,000 for the
quarter ended September 30, 1996. At September 30, 1995 there were 480 United
States Company-owned centres in operation compared to 525 at September 30, 1996.
The increase in United States Company-owned centres reflects the Company's
acquisition of 38 centres from a franchisee in September 1996. Average revenue
per United States Company-owned centre decreased 15% from $159,000 for the
quarter ended September 30, 1995 to $135,000 for the quarter ended September 30,
1996. Service revenues from United States Company-owned operations for the
quarter ended September 30, 1996 decreased 23%, to $4,627,000 from $5,973,000
for the comparable year earlier period. This decrease in service revenues was
primarily due to a 38% decrease in the number of new participants enrolled in
the Program between the periods, offset in part by an increase in the average
service fee charged per new participant. The decline in new enrollments also
resulted in a decline in the number of active participants in the program and
led to a 12% decline in product sales, which consists primarily of food
products, from United States Company-owned operations from $70,396,000 for the
quarter ended September 30, 1995 to $61,931,000 for the quarter ended September
30, 1996. Revenues from foreign Company-owned operations increased 28% from
$10,560,000 to $13,538,000 for the quarters ended September 30, 1995 and 1996,
respectively, primarily due to an increase in the number of new enrollments in
the Program. There were 103 foreign Company-owned centres at both September 30,
1996 and 1995. There was a 5% average increase in the Australian and Canadian
currencies in relation to the U.S. dollar between the periods.
(Continued)
-6-
<PAGE> 7
JENNY CRAIG, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
(Continued)
In April 1996, the United States Food and Drug Administration ("FDA")
approved dexfenfluramine, commonly referred to by its trade name Redux, for use
as a doctor-prescribed medication for the treatment of obesity. The Company
believes that the extensive publicity that accompanied the introduction of Redux
heightened the public's interest in weight loss pharmaceuticals, and appears to
be responsible for the softened demand being experienced by the Company for its
products and services. During the quarter ended September 30, 1996, the Company
began test marketing, on a very limited basis, a new program incorporating
weight-loss medications along with the traditional elements of its weight
management program. Preliminary results in the test markets appear to
demonstrate interest in this new program.
Costs and expenses of United States Company-owned operations decreased
10% from $68,361,000 to $61,858,000 for the quarters ended September 30, 1995
and 1996, respectively. The decrease in costs and expenses of United States
Company-owned operations reflects the decreased variable costs related to the
lower level of operations. Costs and expenses of United States Company- owned
operations as a percentage of United States Company-owned revenues increased
from 89% to 93% between the periods principally due to the higher proportion of
fixed costs when compared to the reduced level of revenues. Costs and expenses
of foreign Company-owned operations increased 11% from $9,917,000 to $10,990,000
for the quarters ended September 30, 1995 and 1996, respectively, principally
because of the increased variable costs related to the higher level of
operations. After including the allocable portion of general and administrative
expenses, foreign Company-owned operations had operating income of $1,940,000
for the quarter ended September 30, 1996 compared to operating income of
$113,000 for the quarter ended September 30, 1995.
Revenues from franchise operations decreased 18% from $12,691,000 to
$10,359,000 for the quarters ended September 30, 1995 and 1996, respectively.
This decline was principally due to a decrease in the number of new participants
enrolled in the Program resulting in reduced total product sales and royalties,
and a 5% decrease in the average number of franchise centres in operation
between the periods. The decrease in the number of franchise centres reflects
the Company's acquisition of 38 centres from a franchisee in September 1996. As
of September 30, 1996 there were 163 franchised centres in operation compared to
196 at September 30, 1995.
Costs and expenses of franchised operations, which consist primarily of
product costs, decreased 15% from $8,406,000 to $7,163,000 for the quarters
ended September 30, 1995 and 1996, respectively, principally because of the
reduced level of franchise revenues. The increase in franchise costs and
expenses as a percent of franchise revenues was principally due to the reduced
royalty revenue which has a higher margin than product sales.
General and administrative expenses increased 11% from $6,644,000 to
$7,352,000 and increased from 6.7% to 8.1% of total revenues for the quarters
ended September 30, 1995 and 1996, respectively. The absolute increase was
principally due to an increase in compensation and consulting expenses.
(Continued)
-7-
<PAGE> 8
JENNY CRAIG, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
(Continued)
The elements discussed above combined to result in operating income of
$3,092,000 for the quarter ended September 30, 1996 compared to operating income
of $6,292,000 for the quarter ended September 30, 1995.
The Company and complaint counsel for the Federal Trade Commission have
entered into a proposed Consent Order settling all contested issues raised in a
complaint filed in September 1993 against the Company alleging that the Company
violated the Federal Trade Commission Act by the use and content of certain
advertisements for the Company's weight loss program featuring testimonials,
claims for the program's success and safety, and statements as to the program's
costs to participants. The proposed Consent Order does not admit any issue of
fact or law or any violation by the Company of any law or regulation, and does
not involve payment by the Company of any civil money penalty, damages, or other
financial relief. The proposed Consent Order requires certain procedures and
disclosures in connection with the Company's advertisements of its products and
services. If the full Commission accepts the proposed Consent Order it will be
published for public comment and, unless modified or withdrawn on the basis of
public comments, it thereafter will become effective. The Company does not
believe that compliance with the proposed Consent Order will have a material
adverse effect on the Company's consolidated financial statements or its current
advertising and marketing practices.
-8-
<PAGE> 9
JENNY CRAIG, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
Financial Condition
Cash and short-term investments decreased $7,636,000 for the three months
ended September 30, 1996 principally due to purchases of property and equipment
during the quarter, including the purchase for $8.36 million of the Company's
executive office building, offset by net cash provided by operating activities.
In October 1996, the Company borrowed approximately $6 million secured by the
executive office building. The Company believes that its cash flow from
operations will be sufficient to fund its day to day operations and capital
expenditures.
-9-
<PAGE> 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
-10-
<PAGE> 11
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.
JENNY CRAIG, INC.
By: /S/ Michael L. Jeub
-------------------------------
Michael L. Jeub
Senior Vice President,
Chief Financial Officer, and Treasurer
Date: November 12, 1996
-11-
<PAGE> 12
Exhibit Index
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF INCOME FOR THE QUARTER
ENDED SEPTEMBER 30, 1996, INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE QUARTER
ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
(B) FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 35,899
<SECURITIES> 7,045
<RECEIVABLES> 2,867<F1>
<ALLOWANCES> 0
<INVENTORY> 18,576
<CURRENT-ASSETS> 71,296
<PP&E> 25,552<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 108,529
<CURRENT-LIABILITIES> 52,031
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 56,498
<TOTAL-LIABILITY-AND-EQUITY> 108,529
<SALES> 82,953
<TOTAL-REVENUES> 90,455
<CGS> 75,630
<TOTAL-COSTS> 80,011
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,625
<INCOME-TAX> 1,491
<INCOME-CONTINUING> 2,134
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,134
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
<FN>
<F1>THE ASSET VALUES FOR RECEIVABLES AND PP&E REPRESENT AMOUNTS NET OF ALLOWANCES
AND DEPRECIATION, RESPECTIVELY.
</FN>
</TABLE>
