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 May 31, 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 July 7, 1995. Title of Each Class of Common Stock Number of Shares Outstanding Common Stock, $0.10 par value 6,576,986 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 May 31, November 30, 1995 1994 CURRENT ASSETS Cash and cash equivalents $ 3,036,157 $3,275,303 Short-term investments 1,103,730 2,526,808 Accounts receivable-net of allowance for doubtful accounts of $269,100 and $291,100 at May 31, 1995 and November 30, 1994, respectively 328,548 308,414 Inventories Raw materials 5,500,610 5,538,426 Finished goods 5,561,965 4,613,823 11,062,575 10,152,249 Deferred income taxes 903,770 903,770 Other current assets 633,459 834,290 Total current assets 17,068,239 18,000,834 PROPERTY AND EQUIPMENT, AT COST 19,483,455 18,906,585 LESS ACCUMULATED DEPRECIATION AND AMORTIZATION 9,521,820 8,653,705 9,961,635 10,252,880 OTHER ASSETS Cost in excess of net tangible assets, acquired, net of amortization of $662,800 and $629,700 at May 31, 1995 and November 30, 1994, respectively 1,988,487 2,021,629 Investments in bonds (at cost) 3,759,798 4,227,254 Other, net of amortization of $460,400 and $449,100 at May 31, 1995 and November 30, 1994, respectively 424,388 432,174 Total assets $33,202,547 $34,934,771 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 May 31, November 30, 1995 1994 CURRENT LIABILITIES Accounts payable - trade $2,904,563 $3,825,867 Sales tax payable 935,914 833,262 Accrued commissions 1,531,131 1,446,265 Accrued compensation 418,171 1,240,693 Accrued awards 287,537 441,268 Accrued liabilities 1,185,368 1,631,379 Deferred income 987,392 1,434,775 Income taxes payable 183,169 - Total current liabilities 8,433,245 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 - 9,474,411 and 9,466,616 shares at May 31, 1995 and November 30, 1994, respectively 947,441 946,662 Capital in excess of par value 12,471,754 12,471,754 Retained earnings 33,422,508 31,657,996 46,841,703 45,076,412 Less cost of 2,890,075 and 2,805,175 common shares held in treasury at May 31, 1995 and November 30, 1994 22,366,075 21,288,824 24,475,628 23,787,588 Total liabilities and stockholders' equity $33,202,547 $34,934,771 The accompanying notes are an integral part of these statements. 4 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, 1995 1994 1995 1994 Sales $19,363,117 $18,017,534 $37,646,295 $34,842,872 Cost of goods sold 4,788,322 4,276,861 9,008,127 8,585,624 Gross profit 14,574,795 13,740,673 28,638,168 26,257,248 Selling expenses 8,281,010 6,955,475 15,839,096 13,502,948 General and administrative expenses 4,219,272 4,079,931 8,168,991 7,755,118 12,500,282 11,035,406 24,008,087 21,258,066 Income from operations 2,074,513 2,705,267 4,630,081 4,999,182 Other income and expenses Interest income 77,191 63,451 157,917 118,233 Other, net 73,616 29,162 123,941 50,441 150,807 92,613 281,858 168,674 Income before income taxes 2,225,320 2,797,880 4,911,939 5,167,856 Income taxes 798,114 973,601 1,753,071 1,801,743 Income before cumulative effect of change in accounting principle $1,427,206 $1,824,279 $3,158,868 $3,366,113 Cumulative effect of change in accounting principle* - - - 172,053 Net income $ 1,427,206 $ 1,824,279 $ 3,158,868 $ 3,538,166 Earnings per common and common equivalent share: Before cumulative effect of change in accounting principle $ 0.21 $ 0.26 $0.45 $0.48 Cumulative effect of change in accounting principle* - - - 0.02 Net income $ 0.21 $ 0.26 $0.45 $0.50 Weighted average common and common equivalent shares 6,919,347 7,012,942 6,964,229 7,007,132 * 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) Six Months Ended May 31, May 31, 1995 1994 Net cash provided by (used in) operating activities $ 954,739 $4,073,481 Cash flows from investing activities: Proceeds from sale of investments 2,868,000 3,244,372 Purchase of investments (976,972) (5,305,266) Purchase of property and equipment (576,868) (2,076,384) Purchase of other assets (37,217) (115,944) Net cash provided by (used in) investing activities 1,276,943 (4,253,222) Cash flows from financing activities: Proceeds from issuance of common stock 779 833,661 Purchase of common stock for treasury (1,077,251) (678,438) Dividends paid (1,394,356) (933,773) Net cash provided by (used in) financing activities (2,470,828) (778,550) Net increase (decrease) in cash and cash equivalents (239,146) (958,291) 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 $3,036,157 $3,310,622 The accompanying notes are an integral part of these statements. 6 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTERS ENDED MAY 31, 1995 AND MAY 31, 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 May 31, 1995 and November 30, 1994 and the result of operations and cash flows for the three and six months ended May 31, 1995 and May 31, 1994. The results for the three and six months ended May 31, 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 May 31, 1995 and May 31, 1994. Net sales increased 7% from $18,018,000 in 1994 to $19,363,000 in 1995. The major factor contributing to the increase in sales was the introduction of the Company's revolutionary health and beauty nutritional supplements, Within Beauty. Although Within Beauty was extremely well-received by the Company's consultants, the Company did not experience the incremental sales productivity that was anticipated from this new category due to partial trade-off of other product sales. This fact coupled with continuing moderate recruiting of new consultants led to missing the quarterly sales objective by 6%. The Company will continue to analyze and address its recruiting challenge, knowing that any long-term changes in this area of the business must be well thought-out and planned before implementation. Cost of goods sold as a percent of sales increased from 24% in 1994 to 25% in 1995 due to the nutritional supplements carrying a slightly lower margin than the Company's other retail products. Selling, general and administrative expenses increased as a percent of sales from 61% in 1994 to 65% in 1995. This increase is primarily attributable to the onetime costs of $750,000 incurred to educate the consultants on the new product category, improve communications with the consultant sales force and explore international opportunities. Other income, net, increased from $93,000 in 1994 to $151,000 in 1995 due to a premium refund from the Company's health insurer for favorable claim experience. Due to the factors stated above, net income of $1,427,000 for the second quarter of 1995 was down 22% when compared to $1,824,000 for the same period in 1994. Six Months ended May 31, 1995 and May 31, 1994. Net sales increased 8% from 7 $34,843,000 in the first six months of 1994 to $37,646,000 in the first six months of 1995. Continued high sales of skin care products coupled with successful product introductions contributed to this sales increase. This year-to-date sales increase was below the Company's planned objective due to the continuing moderate recruiting of new consultants. The Company will focus the second half of 1995 on improved recruiting along with new product introductions. A 5% of sales shift in product line mix from sales aids with lower margins to retail products with higher margins decreased cost of goods sold from 25% in 1994 to 24% in 1995 for the first half of the year. This decrease is offset by higher overall commission expense as a result of higher sales of retail products. The decrease in cost of goods experienced in the first half of 1995 may not continue for the remainder of the year as the Company focuses on recruiting, due to the lower gross margins of the demonstration kits purchased by new recruits. Selling, general and administrative expenses increased from 61% for the first six months of 1994 to 64% for the same period in 1995. Directly attributable to the increase are the increased overall commission expense and the expenses incurred as stated in the results of operations for the second quarter of 1995. Other income, net, increased from $169,000 in 1994 to $282,000 due primarily to the premium refund from the Company's health insurer. Resulting from the factors stated above, (and the onetime addition of $172,000 to net income in 1994 from the adoption of Statement of Financial Standards No. 109 "Accounting for Income Taxes"), net income decreased for the first half of 1995 when compared to the first half of 1994 from $3,538,000 to$3,159,000. 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 $239,000 from $3,275,000 at November 30, 1994 to $3,036,000 at May 31, 1995. Significant uses of cash included repurchasing 84,900 shares of Company stock at $1,077,000 and the payment of dividends of $.105 per share or $1,394,000. Additionally, the Company spent $577,000 on property and equipment. Under a plan previously authorized by the Board of Directors, the Company can repurchase shares of its common stock in the open market from time-to-time when they are believed to be undervalued. Effective June 30th, the Company established an operating company in the United Kingdom that is an 80% owned subsidiary. The new UK company is called BeautiControl International Ltd. and was created by purchasing the assets of a small direct selling company that markets costume jewelry. This investment will allow the Company to market its skin care and cosmetic products in the UK through an existing consultant base while continuing to build the jewelry business. The cash outlay for the balance of 1995 is expected to be approximately $500,000, with minimal impact on the Company's consolidated sales and earnings for 1995. The Company has a $8,000,000 line of credit available to use primarily for share repurchase and operating cash if needed for the business. This line of credit reduces by $2,000,000 per year 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 12. (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: 7/12/95 /s/ RICHARD W. HEATH Richard W. Heath President, Chief Executive Officer Date: 7/12/95 /s/ VICKI S. MILLER Vicki S. Miller Senior Vice President-Finance Principle Financial Officer 10