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 August 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 October 10, 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 7-8 BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS August 31, November 30, 1996 1995 CURRENT ASSETS Cash and cash equivalents $34,004 $855,856 Short-term investments - 844,680 Accounts receivable-net of allowance for doubtful accounts of $351,300 and $324,500 at August 31, 1996 and November 30, 1995, respectively 736,936 358,671 Inventories Raw materials 5,868,967 4,932,131 Finished goods 7,777,273 4,547,889 13,646,240 9,480,020 Deferred income taxes 1,139,682 1,139,682 Other current assets 715,520 1,008,341 Total current assets 16,272,382 13,687,250 PROPERTY AND EQUIPMENT, AT COST 21,376,280 20,521,226 LESS ACCUMULATED DEPRECIATION AND AMORTIZATION 11,783,580 10,471,727 9,592,700 10,049,499 OTHER ASSETS Cost in excess of net tangible assets, acquired, net of amortization of $790,600 and $707,800 at August 31, 1996 and November 30, 1995, respectively 2,097,050 2,129,074 Investments in bonds (at cost) 2,840,645 3,058,593 Other, net of amortization of $505,200 and $474,100 at August 31, 1996 and November 30, 1995, respectively 548,174 429,289 Total assets $31,350,951 $29,353,705 <FN> The accompanying notes are an integral part of these statements. BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY August 31, November 30, 1996 1995 CURRENT LIABILITIES Short-term borrowings $2,600,000 $1,400,000 Accounts payable - trade 4,816,240 2,842,701 Sales tax payable 1,110,784 906,013 Accrued commissions and awards 2,128,318 1,762,683 Accrued compensation 720,875 573,722 Accrued liabilities 1,744,712 1,878,673 Deferred income 558,564 1,593,951 Income taxes payable 64,503 772,222 Total current liabilities 13,743,996 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 - 9,486,811 and 9,478,986 shares at August 31, 1996 and November 30, 1995, respectively 948,681 947,899 Capital in excess of par value 12,548,283 12,522,145 Unrealized losses on investment, net of taxes (52,800) (52,800) Retained earnings 34,769,619 33,625,163 48,213,783 47,042,407 Less cost of 3,708,800 and 3,578,000 common shares held in treasury at August 31, 1996 and November 30, 1995 30,905,194 29,717,033 17,308,589 17,325,374 Total liabilities and stockholders' equity $31,350,951 $29,353,705 <FN> The accompanying notes are an integral part of these statements. BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Nine Months Ended August 31, August 31, August 31, August 31, 1996 1995 1996 1995 Sales $19,532,082 $17,905,604 $57,314,631 $55,551,899 Cost of goods sold 4,648,019 4,708,219 14,083,274 13,716,346 Gross profit 14,884,063 13,197,385 43,231,357 41,835,553 Selling expenses 8,400,185 7,856,756 25,006,567 23,695,852 General and administrative expenses 4,416,135 3,989,949 13,592,260 12,158,940 12,816,320 11,846,705 38,598,827 35,854,792 Income from operations 2,067,743 1,350,680 4,632,530 5,980,761 Other income and expenses Interest income 47,140 61,610 130,933 219,527 Other, net 57,444 76,828 205,623 200,769 104,584 138,438 336,556 420,296 Income before income taxes 2,172,327 1,489,118 4,969,086 6,401,057 Income taxes 840,380 582,302 1,995,837 2,335,373 Net Income $1,331,947 $906,816 $2,973,249 $4,065,684 Net income per common and common equivalent share $0.23 $0.13 $0.50 $0.59 Weighted average common and common equivalent shares 5,907,633 6,752,384 5,986,945 6,893,001 <FN> The accompanying notes are an integral part of these statements. BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Increase (Decrease) in Cash and Cash Equivalents (Unaudited) Nine Months Ended August 31, August 31, 1996 1995 Net cash provided by (used in) operating activities $2,184,021 $2,407,633 Cash flows from investing activities: Proceeds from sale of investments 1,040,000 3,628,000 Purchase of investments - (976,972) Purchase of property and equipment (855,055) (1,092,953) Purchase of other assets (200,667) (214,176) Net cash provided by (used in) investing activities (15,722) 1,343,899 Cash flows from financing activities: Proceeds from issuance of common stock 26,920 1,014 Purchase of common stock for treasury (1,188,161) (4,451,174) Dividends paid (1,828,910) (2,085,790) Net cash provided by (used in) financing activities (2,990,151) (6,535,950) Net increase (decrease) in cash and cash equivalents (821,852) (2,784,418) 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 $34,004 $490,885 Supplemental Cash Flow Information: Income Taxes $1,948,658 $2,080,400 Interest 92,069 - <FN> The accompanying notes are an integral part of these statements. BEAUTICONTROL COSMETICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTERS ENDED August 31, 1996 AND August 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 August 31, 1996 and November 30, 1995 and the results of operations and cash flows for the three and nine months ended August 31, 1996 and August 31, 1995. The results for the three and nine months ended August 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 Operations Quarters ended August 31, 1996 and August 31, 1995. Net sales were $19,532,000 for the third quarter of 1996, a 9% increase over net sales of $17,906,000 for the same period in 1995. During the third quarter of 1996, the Company had several new product introductions including All Clear Skin System for acne, Vintage Eau de Parfum, a PMS Support Complex Supplement and a Fall Limited Collection Line, Vive La France which included Color Freeze lip, eye and nail products. Cost of goods sold decreased to 24% of sales in 1996 compared to 26% of sales in 1995. During the third quarter of 1995, the Company s recruiting drive resulted in more sales of demonstration kits carrying lower margins and thus there was a higher cost of goods sold as a percent of sales in 1995 than in 1996. Selling, general and administrative expenses remained even at 66% of sales in both 1996 and 1995. Other income and expenses (net) was $105,000 compared to $138,000 for the same period in 1995. Net income increased to $1,332,000 in 1996 from $907,000 in 1995 primarily as a result of the year over year sales increase. Nine Months ended August 31, 1996 and August 31, 1995. Sales increased to $57,315,000 for the first nine months of 1996 compared to $55,552,000 for the same period in 1995. Successful new product introductions and skin care products continued to support sales. Cost of goods sold as a percent of sales remained constant at 25% in 1996 and in 1995. Selling, general and administrative costs were 67% of sales or $38,599,000 in 1996 compared to 65% of sales or $35,855,000 in 1995 due to concentration on expanding domestic markets and developing and establishing international markets. The Company also spent approximately $500,000 testing new ways to recruit, train and develop Consultants. Currently, the states of Louisiana and Mississippi are participating in the test, and management is monitoring results for possible expansion to other states. Other income, (net), decreased to $337,000 in 1996 from $420,000 in 1995. Net income was $2,973,000 for the first nine months of 1996 compared to $4,066,000 for the same period in 1995 due to the factors stated above combined with the Company's United Kingdom subsidiary first year losses which are not expected to continue in future periods. Liquidity and Capital Resources The Company's primary source of liquidity is funds provided by operations. The Company's cash position decreased to $34,000 at August 31, 1996 from $856,000 at November 30, 1995. The Company invested $1,188,000 to repurchase 130,800 shares of its stock, paid dividends of $1,829,000 and paid $855,000 for additional property and equipment. Under a plan previously authorized by the Board of Directors, the Company may repurchase shares of its common stock when they are believed to be undervalued. The Company has authorization remaining for 244,700 shares for repurchase. The Company has a $15,000,000 line of credit to use for share repurchase and for operating cash for the business. The outstanding borrowings balance at August 31, 1996 was $2,600,000. 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: 10/14/96 /s/ RICHARD W. HEATH Richard W. Heath President, Chief Executive Officer Date: 10/14/96 /s/ M. DOUGLAS TUCKER M. Douglas Tucker Senior Vice President-Finance Principle Financial Officer