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, 1996 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 8, 1996. Title of Each Class of Common Stock Number of Shares Outstanding Common Stock, $0.10 par value 5,778,011 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 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 2 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS May 31, November 30, 1996 1995 CURRENT ASSETS Cash and cash equivalents $780,030 $855,856 Short-term investments 600,593 844,680 Accounts receivable-net of allowance for doubtful accounts of $358,500 and $324,500 at May 31, 1996 and November 30, 1995, respectively 1,941,685 358,671 Inventories Raw materials 4,525,042 4,932,131 Finished goods 5,639,972 4,547,889 10,165,014 9,480,020 Deferred income taxes 1,139,682 1,139,682 Other current assets 763,809 1,008,341 Total current assets 15,390,813 13,687,250 PROPERTY AND EQUIPMENT, AT COST 21,006,948 20,521,226 LESS ACCUMULATED DEPRECIATION AND AMORTIZATION 11,360,751 10,471,727 9,646,197 10,049,499 OTHER ASSETS Cost in excess of net tangible assets, acquired, net of amortization of $762,000 and $707,800 at May 31, 1996 and November 30, 1995, respectively 2,117,875 2,129,074 Investments in bonds (at cost) 3,047,253 3,058,593 Other, net of amortization of $494,400 and $474,100 at May 31, 1996 and November 30, 1995, respectively 557,269 429,289 Total assets $30,759,407 $29,353,705 <FN> The accompanying notes are an integral part of these statements. 3 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY May 31, November 30, 1996 1995 CURRENT LIABILITIES Short-term borrowings $2,100,000 $1,400,000 Accounts payable - trade 3,202,106 2,842,701 Sales tax payable 1,129,520 906,013 Accrued commissions and awards 2,627,971 1,762,683 Accrued compensation 797,422 573,722 Accrued liabilities 2,030,746 1,878,673 Deferred income 1,839,917 1,593,951 Income taxes payable 161,532 772,222 Total current liabilities 13,889,214 11,729,965 DEFERRED INCOME TAXES 298,366 298,366 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 - 9,484,781 and 9,478,986 at May 31, 1996 and November 30, 1995, respectively 948,478 947,899 Capital in excess of par value 12,538,147 12,522,145 Unrealized losses on investment, net of taxes (52,800) (52,800) Retained earnings 34,043,196 33,625,163 47,477,021 47,042,407 Less cost of 3,708,800 and 3,578,000 common shares held in treasury at May 31, 1996 and November 30, 1995 30,905,194 29,717,033 16,571,827 17,325,374 Total liabilities and stockholders' equity $30,759,407 $29,353,705 <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 Six Months Ended May 31, May 31, May 31, May 31, 1996 1995 1996 1995 Sales $21,477,763 $19,363,117 $37,782,549 $37,646,295 Cost of goods sold 5,733,245 4,788,322 9,435,255 9,008,127 Gross profit 15,744,518 14,574,795 28,347,294 28,638,168 Selling expenses 9,479,554 8,281,010 16,606,382 15,839,096 General and administrative expenses 4,760,796 4,219,272 9,176,125 8,168,991 14,240,350 12,500,282 25,782,507 24,008,087 Income from operations 1,504,168 2,074,513 2,564,787 4,630,081 Other income and expenses Interest income 42,590 77,191 83,793 157,917 Other, net 77,322 73,616 148,179 123,941 119,912 150,807 231,972 281,858 Income before income taxes 1,624,080 2,225,320 2,796,759 4,911,939 Income taxes 650,280 798,114 1,155,457 1,753,071 Net income $973,800 $1,427,206 $1,641,302 $3,158,868 Net income per common and common equivalent share $0.16 $0.21 $0.27 $0.45 Weighted average common and common equivalent shares 6,000,440 6,919,347 6,028,910 6,964,229 <FN> 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, 1996 1995 Net cash provided by (used in) operating activities $2,766,995 $954,739 Cash flows from investing activities: Proceeds from sale of investments 240,000 2,868,000 Purchase of investments - (976,972) Purchase of property and equipment (485,722) (576,868) Purchase of other assets (202,564) (37,217) Net cash provided by (used in) investing activities (448,286) 1,276,943 Cash flows from financing activities: Proceeds from issuance of common stock 16,581 779 Purchase of common stock for treasury (1,188,161) (1,077,251) Dividends paid (1,222,955) (1,394,356) Net cash provided by (used in) financing activities (2,394,535) (2,470,828) Net increase (decrease) in cash and cash equivalents (75,826) (239,146) Cash and cash equivalents at the beginning of the period 855,856 3,275,303 Cash and cash equivalents at the end of the period $780,030 $3,036,157 Supplemental Cash Flow Information Income Taxes $1,091,000 $1,510,300 Interest 73,042 911 <FN> 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, 1996 AND May 31, 1995 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, 1996 and November 30, 1995 and the results of operations and cash flows for the six months ended May 31, 1996 and May 31, 1995. The results for the six months ended May 31, 1996 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, 1995. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operation Quarters ended May 31, 1996 and May 31, 1995. Net sales increased 11% from $19,363,000 in 1995 to $21,478,000 in 1996. Sales for the second quarter of 1996 were positively impacted by a recruiting promotion in March and April and several successful product introductions during the quarter. The Consultant recruiting promotion was the most successful two month recruiting period in the Company s history. New product introductions for the second quarter of 1996 included What A Pear! TM Shampoo and Conditioner, Skin Hydrator Anti-Ash Creme and Sheer Rain TM skin, body and bath scents. Additionally, the Company continued to target expansions in the Hispanic market in the U.S. and broadened its international presence by establishing distributorships in Turkey and Indonesia. Cost of goods sold increased from 24.7% of sales in 1995 to 26.7% in 1996 as a direct result of the high sales of low margin demonstration kits sold to new Consultants during the recruiting promotion. Selling, general and administrative expenses as a percent of sales increased from 64.6% in 1995 to 66.3% in 1996 primarily as a result of the costs of the recruiting promotion coupled with the costs of a program to test improvements in the way Consultants are recruited, trained and developed in certain geographic areas. Other income and expenses (net) decreased $31,000 from $151,000 in 1995 to $120,000 in 1996 due to a decrease in the level of short and long-term investments used to repurchase shares of the Company's common stock. Net income decreased from $1,427,000 in 1995 to $974,000 in 1996 as a result of the recruiting promotion, test programs and market expansions previously discussed. Six months ended May 31, 1996 and May 31, 1995. The first quarter of 1995 was a strong quarter for the Company with several successful new product introductions including three extension products to the Regeneration TM line. In the first quarter of 1996, the Company chose to focus its attention on the new programs previously discussed. The second quarter of 1996 was especially strong as compared to 1995 with the success of the two month recruiting promotion and product introductions. Cost of goods sold as a percent of sales increased for the six month period from 23.9% in 1995 to 25.0% in 1996 due to a larger number of recruits purchasing demonstration kits which carry a low margin. Selling, general and administrative costs increased from 63.8% in the first six months of 1995 to 68.2% in 1996 due to investments in the development of new programs, market expansions and in building a larger Consultant sales force for the future. Other income and expenses (net) decreased from $282,000 in 1995 to $232,000 in 1996 due to the decrease in investments as previously discussed. As a result of the factors discussed above, net income decreased for the first half of 1996 to $1,641,000 from $3,159,000 in 1995. 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. 7 The Company's cash position decreased by $76,000 from $856,000 at November 30, 1995 to $780,000 at May 31, 1996 . 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 second quarter of 1996, the Company repurchased 130,800 shares of common stock for $1,188,000. 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 operating cash is needed for the business. The outstanding borrowing balance at May 31, 1996 was $2,100,000. This line of credit reduces to $12,000,000 on November 30, 1997 and decreases by $3,000,000 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. (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: 7/10/96 /s/ RICHARD W. HEATH Richard W. Heath President, Chief Executive Officer Date: 7/10/96 /s/ M. DOUGLAS TUCKER M. Douglas Tucker Senior Vice President-Finance Principle Financial Officer 9