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, 1995 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) 214/458-0601 (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 11, 1995. Title of Each Class of Common Stock Number of Shares Outstanding Common Stock, $0.10 par value 6,606,211 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 Page 1 of 11 sequentially numbered pages 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 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS February 28, November 30, 1995 1994 CURRENT ASSETS Cash and cash equivalents $ 2,506,417 $3,275,303 Short-term investments 1,758,628 2,526,808 Accounts receivable-net of allowance for doubtful accounts of $287,000 and $291,100 at February 28, 1995 and November 30, 1994, respectively 352,332 308,414 Inventories Raw materials 6,530,809 5,538,426 Finished goods 4,837,803 4,613,823 11,368,612 10,152,249 Deferred income taxes 903,770 903,770 Other current assets 895,432 834,290 Total current assets 17,785,191 18,000,834 PROPERTY AND EQUIPMENT, AT COST 19,100,644 18,906,585 LESS ACCUMULATED DEPRECIATION AND AMORTIZATION 9,088,362 8,653,705 10,012,282 10,252,880 OTHER ASSETS Cost in excess of net tangible assets, acquired, net of amortization of $646,300 and $629,700 at February 28, 1995 and November 30, 1994, respectively 2,005,058 2,021,629 Investments in bonds (at cost) 3,768,325 4,227,254 Other, net of amortization of $453,600 and $449,100 at February 28, 1995 and November 30, 1994, respectively 444,279 432,174 Total assets $34,015,135 $34,934,771 <FN> The accompanying notes are an integral part of these financial statements. 3 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY February 28, November 30, 1995 1994 CURRENT LIABILITIES Accounts payable - trade $3,095,367 $3,825,867 Sales tax payable 892,229 833,262 Accrued commissions 1,439,201 1,446,265 Accrued compensation 469,306 1,240,693 Accrued awards 436,043 441,268 Accrued liabilities 1,131,244 1,631,379 Deferred income 889,612 1,434,775 Income taxes payable 781,147 - Total current liabilities 9,134,149 10,853,509 DEFERRED INCOME TAXES 293,674 293,674 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 - 9,467,136 and 9,466,616 shares at February 28, 1995 and November 30, 1994, respectively 946,714 946,662 Capital in excess of par value 12,471,754 12,471,754 Retained earnings 32,692,043 31,657,996 46,110,511 45,076,412 Less cost of 2,822,675 and 2,805,175 common shares held in treasury at February 28, 1995 and November 30, 1994 21,523,199 21,288,824 24,587,312 23,787,588 Total liabilities and stockholders' equity $34,015,135 $34,934,771 <FN> The accompanying notes are an integral part of these statements. 4 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended February 28, February 28, 1995 1994 Sales $18,283,178 $16,825,338 Cost of goods sold 4,219,805 4,308,763 Gross profit 14,063,373 12,516,575 Selling expenses 7,558,086 6,547,473 General and administrative expenses 3,949,719 3,675,187 11,507,805 10,222,660 Income from operations 2,555,568 2,293,915 Other income and expenses Interest income 80,726 54,782 Other, net 50,325 21,279 131,051 76,061 Income before income taxes 2,686,619 2,369,976 Income taxes 954,957 828,142 Income before cumulative effect of change in accounting principle 1,731,662 1,541,834 Cumulative effect of change in accounting principle* - 172,053 Net income $ 1,731,662 $ 1,713,887 Earnings per common and common equivalent share: Before cumulative effect of $ 0.25 $ 0.22 change in accounting principle Cumulative effect of change in - 0.02 accounting principle* Net income $ 0.25 $ 0.24 Weighted average common and common equivalent shares 7,008,755 7,000,844 <FN> * Cumulative effect of change in accounting principle reflects the impact of the adoption of Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" which supercedes Statement of Financial Accounting Standards No. 96. The accompanying notes are an integral part of these statements. 5 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Increase (Decrease) in Cash and Cash Equivalents (Unaudited) Three Months Ended February 28, February 28, 1995 1994 Net cash provided by (used in) operating activities $(840,776) $1,204,173 Cash flows from investing activities: Proceeds from sale of investments 2,203,000 844,372 Proceeds from sale of property and equipment - 1,700 Purchase of property and equipment (194,058) (393,292) Purchase of investments (976,972) (795,762) Purchase of other assets (28,142) - Net cash provided by (used in) investing activities 1,003,828 (342,982) Cash flows from financing activities: Proceeds from issuance of common stock 52 613,052 Purchase of common stock for treasury (234,375) - Dividends paid (697,615) (464,533) Net cash provided by (used in) financing activities (931,938) 148,519 Net increase (decrease) in cash and cash equivalents (768,886) 1,009,710 Cash and cash equivalents at the beginning of the period 3,275,303 4,268,913 Cash and cash equivalents at the end of the period $2,506,417 $5,278,623 <FN> The accompanying notes are an integral part of these statements. 6 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTERS ENDED FEBRUARY 28, 1995 AND FEBRUARY 28, 1994 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, 1995 and November 30, 1994 and the result of operations and cash flows for the three months ended February 28, 1995 and February 28, 1994. The results for the three months ended February 28, 1995 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, 1994. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operation Quarters Ended February 28, 1995 and February 28, 1994. Net sales increased 9% from $16,825,000 in 1994 to $18,238,000 in 1995. The Company continued its focus on new products in the first quarter of 1995 with the addition of three extension products to the very successful Regeneration line, new Perfecting Creme to Powder foundations in 20 shades, new lip and eye pencils, and Body Glue, (a revolutionary roll-on adhesive to keep clothing and accessories in place). New product sales combined with the strong sales of the current product line generated the increase in sales over 1994. Cost of goods sold as a percent of sales decreased from 25.6% in 1994 to 23.1% in 1995 due to the shift in product mix as a percent of sales from 80% for products for resale in 1994 to 87% in 1995. Products for resale carry a higher gross margin than other products (sales aids). This decrease was offset by the increase in selling, general and administrative expenses. Selling, general and administrative expenses as a percent of sales increased from 60.8% in 1994 to 62.9% in 1995. This increase is due to the increase in the sales of products for resale which raised overall commission expense. Other income and expenses increased from $76,000 in 1994 to $131,000 in 1995, mostly due to the increase in interest income generated by higher interest rates. Net income increased from $1,714,000 in 1994 to $1,732,000 in 1995 as a result of the sales increase in 1995 as compared to 1994. Additionally, income for the first quarter of 1994 included a onetime increase in income of $172,000 from the cumulative effect of the adoption of Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes." 7 Liquidity and Capital Resources The Company's primary source of liquidity is funds provided by operations. Management believes that these funds will be sufficient to meet present and foreseeable capital needs. The Company's cash position decreased by $769,000 from $3,275,000 at November 30, 1994 to $2,506,000 at February 28, 1995 due to the increase in inventory to support the introduction of new products, the $.105 per share dividend or $698,000 paid in the quarter, $194,000 spent to purchase additional property and equipment and $234,000 spent for stock repurchase. Under a plan previously authorized by the Board of Directors the Company can repurchase shares of its common stock in the open market when they are believed to be undervalued. In the first quarter of 1995, the Company repurchased 17,500 shares of common stock. The Company has a $10,000,000 line of credit available to use primarily for share repurchase in the event that the Company believes its stock is undervalued and operating cash is needed for the business. This line of credit reduces to $8,000,000 on May 1, 1995 and decreases by $2,000,000 per year thereafter if unused. 8 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 at page 11. (b) Reports on Form 8-K None 9 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: 4/11/95 /s/ RICHARD W. HEATH Richard W. Heath President, Chief Executive Officer Date: 4/11/95 /s/ VICKI S. MILLER Vicki S. Miller Senior Vice President-Finance Principle Financial Officer 10 EXHIBIT 11 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES COMPUTATION OF NET INCOME PER COMMON SHARE Three Months Ended February 28, February 28, 1995 1994 Income before cumulative effect of change in accounting principle $1,731,662 $1,541,834 Cumulative effect of change in accounting principle* - 172,053 Net income applicable to common stock $1,731,662 $1,713,887 Common and common equivalent share: Weighted averge common shares outstanding 6,648,101 6,641,924 Net effect of dilutive stock options based on the treasury stock method using average market price 360,654 358,920 Weighted average common and common equivalent shares 7,008,755 7,000,844 Earnings per common and common equivalent share: Before cumulative effect of change in accounting principle* $ .25 $ .22 Cumulative effect of change in accounting principle* - .02 Net income per common and common equivalent share $ .25 $ .24 Common share - assuming full dilution: Weighted average common shares outstanding 6,648,101 6,641,924 Net effect of dilutive stock options based on the treasury stock method using the greater of the average or ending market price 360,659 358,949 Weighted average common shares - assuming full dilution 7,008,760 7,000,873 Earnings per common share - assuming full dilution: Before cumulative effect of change in accounting principle $ .25 $ .22 Cumulative effect of change in accounting principle - .02 Net income per common share - assuming full dilution $ .25 $ .24 <FN> * Cumulative effect of change in accounting principle reflects the impact of the adoption of Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" which supercedes Statement of Financial Accounting Standards No. 96. 11