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, 1997 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) 972/458-0601 (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 7, 1997. Title of Each Class of Common Stock Number of Shares Outstanding Common Stock, $0.10 par value 5,910,698 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 1 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, 1997 1996 CURRENT ASSETS Cash and cash equivalents $396,333 $884,384 Short-term investments 357,519 360,397 Accounts receivable-net of allowance for doubtful accounts of $520,900 and $487,800 at February 28, 1997 and November 30, 1996, respectively 1,391,980 1,103,915 Inventories Raw materials 6,404,869 6,092,260 Finished goods 9,494,390 8,744,714 15,899,259 14,836,974 Deferred income taxes 1,850,892 1,850,892 Other current assets 900,883 679,672 Total current assets 20,796,866 19,716,234 PROPERTY AND EQUIPMENT, AT COST 21,613,081 21,464,387 LESS ACCUMULATED DEPRECIATION AND AMORTIZATION 12,513,864 12,100,577 9,099,217 9,363,810 OTHER ASSETS Cost in excess of net tangible assets, acquired, net of amortization of $778,800 and $762,300 at February 28, 1997 and November 30, 1996, respectively 1,872,492 1,889,063 Investments 2,397,112 2,403,326 Other, net of amortization of $529,400 and $517,900 at February 28, 1997 and November 30, 1996, respectively 559,904 537,849 Total assets $34,725,591 $33,910,282 <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 February 28, November 30, 1997 1996 CURRENT LIABILITIES Short-term borrowings $6,500,000 $3,900,000 Accounts payable - trade 2,499,716 2,926,454 Sales tax payable 660,445 938,451 Accrued commissions and awards 1,425,187 2,089,530 Accrued compensation 551,839 1,020,108 Accrued liabilities 281,483 1,183,787 Deferred income 423,405 349,655 Accrued state and federal income taxes 1,588,493 1,772,236 Total current liabilities 13,930,568 14,180,221 DEFERRED INCOME TAXES 419,384 419,384 COMMITMENTS & CONTINGENCIES - - 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 - 9,619,498 and 9,521,361 shares at February 28, 1997 and November 30, 1996, respectively 961,950 952,136 Capital in excess of par value 13,409,127 12,720,192 Unrealized losses on investment, net of taxes (33,620) (33,620) Retained earnings 36,943,376 36,577,163 51,280,833 50,215,871 Less cost of 3,708,800 common shares held in treasury at February 28, 1997 and November 30, 1996 30,905,194 30,905,194 20,375,639 19,310,677 Total liabilities and stockholders' equity $34,725,591 $33,910,282 <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 29, 1997 1996 Sales $16,051,680 $16,304,786 Cost of goods sold 3,905,430 3,702,010 Gross profit 12,146,250 12,602,776 Selling expenses 6,508,817 7,126,828 General and administrative expenses 4,162,184 4,415,329 10,671,001 11,542,157 Income from operations 1,475,249 1,060,619 Other income and expenses Interest income 30,037 41,203 Other, net 42,349 70,857 72,386 112,060 Income before income taxes 1,547,635 1,172,679 Income taxes 568,994 505,177 Net income $978,641 $667,502 Net income per common and common equivalent share $.16 $.11 Weighted average common and common equivalent 6,309,942 6,067,373 shares <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) Three Months Ended February 28, February 29, 1996 1997 Net cash provided by (used in) operating activities ($3,023,592) $378,977 Cash flows from investing activities: Proceeds from sale of investments - 240,000 Purchase of property and equipment (148,694) (185,470) Purchase of investments - - Purchase of other assets - (44,384) Net cash provided by (used in) investing activities (148,694) 10,146 Cash flows from financing activities: Proceeds from issuance of common stock 698,749 10,406 Short-term borrowings 2,600,000 700,000 Purchase of treasury stock - (318,208) Dividends paid (614,514) (616,753) Net cash provided by (used in) financing activities 2,684,235 (224,555) Net increase (decrease) in cash and cash equivalents (488,051) 164,568 Cash and cash equivalents at the beginning of the period 884,384 855,856 Cash and cash equivalents at the end of the period $ 396,333 $1,020,424 Supplemental cash flow information: Income taxes $ 625,000 $ 100,000 Interest 93,407 31,819 <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, 1997 AND FEBRUARY 29, 1996 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, 1997 and November 30, 1996 and the results of operations and cash flows for the three months ended February 28, 1997 and February 29, 1996. The results for the three months ended February 28, 1997 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, 1996. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operation Quarters Ended February 28, 1997 and February 29, 1996. Net sales for the first quarter were $16,052,000 in 1997 compared to $16,305,000 in 1996. The first quarter of 1996 offered several new products including an extension to the Company s successful REGENERATION line - REGENERATION Extreme Repair Hand Therapy. Impacting sales for the first quarter of 1997 was the decision to delay the introduction of REGENERATION GOLD, a new skin repair product, until the second quarter. The strategy to guarantee the quality of the product s effectiveness and refine its unique packaging system will enable the Company to ensure that overall product execution is a complete success. Also planned for the second quarter is the national implementation of new lower cost entry and training programs for our Consultants which were successful in both Louisiana and Mississippi test markets in 1996. Gross profit margins for the first quarter of 1997 were 75.7% compared to 77.3% in 1996. Directly affecting this change were sales incentives that included higher product discounts offered to Consultants effectively lowering net sales and thus, gross profit margins. Also, the first quarter of 1997 included a recruiting promotion that caused sales to increase in the supplements product line and demonstration kits. These carry a higher cost and lower profit margins that were offset by decreases in commissions as a percent of sales. Selling, general and administrative expenses as a percent of sales decreased from 70.8% in 1996 to 66.5% in 1997. As mentioned above, the result of the recruiting promotion in the first quarter of 1997 caused sales to increase in both demonstration kits and sales aids. Because these product lines 7 are not commissionable, Consultant commissions as a percent of sales were down. Also affecting the decrease in first quarter expenses was the reduction in cost and professional fees associated with the implementation of new recruiting and training programs and targeted market expansions. Other income and expenses decreased from $112,000 in 1996 to $72,000 in 1997. Net income increased 47% from $668,000 in 1996 to $979,000 in 1997 primarily due to lower selling, general and administrative expenses mentioned above. Liquidity and Capital Resources Working Capital at February 28, 1997 was $6,866,000 compared to $5,536,000 at November 30, 1996. This change is caused from increases in net trade accounts receivable and inventories, which are partially offset by increases in short-term borrowings and overall reductions in accrued items. The Company s cash position decreased from $884,000 at November 30, 1996 to $396,000 at February 28, 1997. Decreases in cash are a result of reductions to trade accounts payable, sales tax payable, and various accrued liabilities which include commissions, compensation and property taxes. 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 if operating cash is needed for the business. The interest rate is based on a LIBOR rate plus a spread that adjusts with the debt ratio. The current expiration date is November 30, 1998; however, this revolving two year credit line can be extended annually and balances can be termed out at any time during the two years for a three year amortization. A commitment fee of .25% is paid quarterly based on the unused portion of this line of credit. The weighted average interest rate for first quarter 1997 was 6.74%; for 1996 the average was 6.71%. The outstanding balance at February 28, 1997 was $6,500,000 compared to $3,900,000 at November 30, 1996. During 1996 and first quarter 1997, the Company used its borrowings primarily for building inventory. Management believes that this outstanding balance will be reduced by cash flow from operations; however, it may continue to use this line of credit as originally intended, as necessary for the growth of its business. New Accounting Standards In December 1996, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 (SFAS 128) Earnings Per Share. SFAS 128 requires companies to present basic earnings per share and, if applicable, diluted earnings per share. This replaces primary and fully diluted earnings per share that is currently required under APB Opinion 15. The Company will be required to adopt SFAS 128 on December 1, 1997 but at present will continue to report earnings per share under APB 15. Currently, the Company has not yet determined the effect of adopting SFAS 128. 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: 4/10/97 /s/ RICHARD W. HEATH Richard W. Heath President, Chief Executive Officer Date: 4/10/97 /s/ M. DOUGLAS TUCKER M. Douglas Tucker Senior Vice President -Finance & Principle Financial Officer 9