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, 1999 Commission File Number 0-14449 BeautiControl, 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) BeautiControl Cosmetics, Inc. (Former name) Indicated below is the number of shares outstanding of each class of the registrant's common stock, as of July 5, 1999. Title of Each Class of Common Stock Number of Shares Outstanding Common Stock, $0.10 par value 7,231,448 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, Inc. Consolidated Financial Statement Page Balance Sheet 3-4 Statements of Income 5 Statements of Cash Flows 6 Notes to Financial Statements 7-11 2 BEAUTICONTROL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS May 31, November 30, 1999 1998 (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 4,686,702 $ 3,164,573 Short-term investments 2,905,467 6,068,358 Accounts receivable-net of allowance for doubtful accounts of $847,700 and $758,900 at May 31, 1999 and November 30, 1998, respectively 953,093 738,147 Inventories Raw materials 4,740,353 4,508,549 Finished goods 8,437,344 7,110,630 13,177,697 11,619,179 Deferred income taxes 2,229,350 2,229,350 Prepaid expenses 671,882 735,080 Income tax receivables 2,440,185 1,980,566 Other current assets 307,886 442,232 Total current assets 27,372,262 26,977,485 PROPERTY AND EQUIPMENT, AT COST 27,533,262 25,683,215 LESS ACCUMULATED DEPRECIATION AND AMORTIZATION 16,605,242 15,464,683 10,928,020 10,218,532 OTHER ASSETS Cost in excess of net tangible assets, acquired, net of amortization of $928,000 and $894,800 at May 31, 1999 and November 30, 1998, respectively 1,723,356 1,756,497 Investments 1,417,737 2,264,381 Other, net of amortization of $578,300 and $571,800 at May 31, 1999 and November 30, 1998, respectively 1,838,159 798,933 Total assets $43,279,534 $42,015,828 <FN> The accompanying notes are an integral part of these statements. 3 BEAUTICONTROL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY May 31, November 30, 1999 1998 (Unaudited) CURRENT LIABILITIES Accounts payable - trade $ 3,379,217 $ 3,668,942 Short term borrowings 3,540,250 7,600,000 Current portion of long term debt 705,526 179,283 Sales tax payable 666,208 601,588 Accrued commissions and awards 2,736,406 2,201,224 Accrued compensation 669,793 373,981 Accrued property taxes 454,635 689,991 Accrued other taxes 166,341 144,033 Other accrued liabilities 847,018 875,417 Deferred income 1,027,687 986,876 Total current liabilities 14,193,081 17,321,335 DEFERRED INCOME TAXES 791,647 791,647 LONG TERM BORROWINGS 9,403,186 1,220,717 OTHER LONG TERM OBLIGATIONS 204,436 243,553 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 - 10,940,248 and 10,928,998 shares at May 31, 1999 and November 30, 1998 respectively 1,094,025 1,092,900 Capital in excess of par value 23,894,758 23,831,555 Retained earnings 24,676,514 28,413,712 Accumulated other comprehensive income (72,919) 5,603 49,592,378 53,343,770 Less cost of 3,708,800 common shares held in treasury at May 31, 1999 and November 30, 1998 30,905,194 30,905,194 18,687,184 22,438,576 Total liabilities and stockholders' equity $43,279,534 $42,015,828 <FN> The accompanying notes are an integral part of these statements. 4 BEAUTICONTROL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, 1999 1998 1999 1998 Sales $17,473,860 $21,603,454 $34,281,995 $38,143,489 Cost of goods sold 3,866,433 6,698,383 7,946,460 10,498,744 Gross profit 13,607,427 14,905,071 26,335,535 27,644,745 Selling expenses 8,839,627 10,248,210 17,519,885 17,377,339 General and administrative expenses 6,805,903 4,573,488 12,044,308 8,660,425 15,645,530 14,821,698 29,564,193 26,037,764 Income (loss) from operations (2,038,103) 83,373 (3,228,658) 1,606,981 Other income and expenses Interest income 91,662 35,215 186,914 47,961 Other, net (82,388) (67,818) (253,775) (77,382) 9,274 (32,603) (66,861) (29,421) Income (loss) before income taxes (2,028,829) 50,770 (3,295,519) 1,577,560 Income taxes (benefit) (677,845) 41,741 (1,095,014) 574,736 Net income (loss) ($1,350,984) $9,209 ($2,200,505) $1,002,824 Net income (loss) per common share - basic ($0.19) $0.00 ($0.30) $0.17 Weighted average common shares 7,231,448 6,019,298 7,230,459 5,980,405 Net income (loss) per common share - assuming dilution ($0.19) $0.00 ($0.30) $0.16 Weighted average common and common 7,231,448 6,138,043 7,230,459 6,077,950 equivalent shares <FN> The accompanying notes are an integral part of these statements. 5 BEAUTICONTROL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Increase (Decrease) in Cash and Cash Equivalents (Unaudited) Six Months Ended May 31, May 31, 1999 1998 Net cash provided by (used in) operating activities ($2,435,196) $1,618,578 Cash flows from investing activities: Proceeds from sale of investments 4,570,000 - Purchase of property and equipment (1,850,047) (832,550) Purchase of investments (699,921) - Purchase in other assets (130,082) (234,860) Net cash provided by (used in) investing activities 1,889,950 (1,067,410) Cash flows from financing activities: Proceeds from issuance of common stock 55,001 464,085 Borrowings 11,269,550 1,000,000 Payment on debt (7,682,287) - Principal payments under capital lease obligation (56,284) - Dividends paid (1,518,605) (1,254,415) Net cash provided by (used in) financing activities 2,067,375 209,670 Net increase (decrease) in cash and cash equivalents 1,522,129 760,838 Cash and cash equivalents at the beginning of the period 3,164,573 720,087 Cash and cash equivalents at the end of the period 4,686,702 1,480,925 Supplemental cash flow information: Income tax refund ($690,000) ($709,000) Interest paid 347,000 126,000 <FN> The accompanying notes are an integral part of these statements. 6 BEAUTICONTROL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTERS ENDED May 31, 1999 AND May 31, 1998 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, 1999 and November 30, 1998 and the results of operations and cash flows for the six months ended May 31, 1999 and May 31, 1998. The results for the six months ended May 31, 1999 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, 1998. Note 2 - Earnings Per Share Net income per share is accounted for under the provisions of Financial Accounting Standards No. 128 which requires companies to present basic earnings per share including weighted average number of common shares outstanding and, if applicable, diluted earnings per share which includes common equivalent shares outstanding. The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share data): 7 Three Months Six Months Ended Ended May 31, May 31, May 31, May 31, 1999 1998 1999 1998 Numerator: Net income (loss) - Numerator for basic and diluted earnings (loss) per share -- income available to common stockholders ($1,351) $9 ($2,201) $1,003 Denominator: Denominator for basic earnings (loss) per share -- weighted-average shares 7,231 6,019 7,230 5,980 Effect of dilutive securities: Employee stock options - 119 - 98 Denominator for diluted earnings (loss) per share -- adjusted weighted-average shares and assumed conversions 7,231 6,138 7,230 6,078 Basic earnings (loss) per share ($0.19) $0.00 ($0.30) $0.17 Diluted earnings (loss) per share ($0.19) $0.00 ($0.30) $0.16 8 Note 3 - Debt The Company has a secured term note with outstanding balances of $3,037,700 and $1,400,000 at May 31, 1999 and November 30, 1998, respectively. On April 30, 1999, the Company funded $220,000 under this note. The note has a maximum amount of $3,120,000 that may be funded and has a five-year duration bearing a fixed rate of interest of 7.72% with a twelve year amortization. A balloon payment of $1,865,200 is due on November 30, 2003. This note has two covenants related to certain financial ratios calculated on a quarterly basis. Certain assets of the Company secure this note. On May 5, 1999, the Company entered into a three-year note and security agreement secured by certain assets of the Company bearing interest at the prime rate plus .5%. The agreement provides for a maximum availability of $7,000,000 dependent upon the value of the Company s inventory. At May 31,1999, the maximum available credit was $5,087,000. At May 31, 1999, the outstanding principal under the note and security agreement was $4,811,300. This amount includes a $1,271,000 balance on a fixed note with a four year amortization and a $3,540,300 balance on a revolving loan agreement. The weighted average interest rate through May 31, 1999 was 8.25%. On May 24, 1999, the Company obtained asset financing in the amount of $5,800,000 secured by certain real estate. The note is a ten-year note amortized over a twenty-two year period bearing a fixed interest rate of 8.33%. At May 31, 1999, the outstanding balance was $5,800,000. As part of this arrangement, the Company is required to hold a restricted escrow balance of $850,000. Effective May 26, 1999, the Company's existing unsecured line of credit was paid off. The amount of credit available under the line of credit through May 26, 1999 had been $6,000,000. The weighted average interest rate thru May 26, 1999 was 6.55% and for 1998 was 6.99%. Long term debt (thousands) consists of the following: May 31, 1999 November 30,1998 Secured term note 3,038 1,400 Three year note and security agreement 1,271 - Mortgage financing 5,800 - _____ _____ less current portion 706 179 _____ _____ Total Long term debt 9,403 1,221 9 Note 4 - Reclassifications Certain amounts for prior periods may have been reclassified to conform to current period presentation. Note 5 - Inventories Inventories (in thousands) consist of the following: May 31, November 30, 1999 1998 Finished Goods $11,366 $10,282 Raw Materials 5,011 5,263 Reserve for Obsolescence (3,199) (3,926) Total $13,178 $11,619 Note 6 - Comprehensive Income In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130). SFAS 130 established standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Under existing accounting standards, other comprehensive income shall be classified separately into foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company adopted SFAS 130 on December 1, 1998. The components of comprehensive income and related tax effect (thousands) for the months ended May 31, 1999 and 1998 are as follows: 10 Three months Six months ended ended May 31, May 31, 1999 1998 1999 1998 Net income (loss) ($1,351) $9 ($2,201) $1,003 Other comprehensive income (loss) Change in cumulative translation adjustment (22) (17) (53) (110) * Change in unrealized gains and losses on investments in debt securities (3) - (43) - Related tax effect 8 6 18 37 Comprehensive income (loss) ($1,368) ($2) ($2,279) 930 <FN> * The Company's investment holdings include tax exempt debt securities, therefore there is no tax effect computed on related gains and losses. Note 7 - New Accounting Standards In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards, No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS 131). SFAS 131 established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company adopted SFAS 131 effective December 1, 1998. Currently, the Company anticipates that only the results of its international operations and subsidiaries, in the event they become material, may be required to be separately disclosed from U.S. base operations under the reporting guidelines of SFAS 131. 11 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operation During the second quarter, the Company successfully completed the opening of two new businesses. March 1, 1999 marked the official opening of the Hong Kong branch, the Company's second business unit located in the Asia/Pacific region. The Hong Kong branch is in a region that is experiencing a weak economy and high unemployment. Because of the current economic conditions, the Company believes that favorable opportunities exist for the direct selling industry. Eventus International, Inc., the Company's new network marketing business in the U.S. held its national roll out convention in Dallas, Texas on April 23-25. This new subsidiary which began minimal operations in late January, will enable the Company to diversify its U.S. business into the network marketing segment of the direct selling industry. Eventus International, Inc.'s product line offers high quality unique products that the Company believes will improve the quality of life and longevity for the consumer. This Company is still in its initial stages of development, where recruiting and building a team of distributors will be the Company's primary focus. Quarters Ended May 31, 1999 and May 31, 1998. Net sales for the second quarter decreased 19% to $17,473,860 in 1999 compared with $21,603,454 in 1998. The majority of this sales decline was in domestic sales as a result of a two-month recruiting promotion that occurred during the second quarter of 1998. In 1999 a similar promotion was held that is expected to impact third quarter sales in 1999. Gross profit margins for the second quarter of 1999 were 77.9% compared with 69.0% in 1998. The positive change in profit margins was due to a 10% increase in domestic margins. 1998 profit margins were abnormally low due to the March and April recruiting promotion. The combined effect of discounted sales and higher product costs of demonstration kits impacted gross margin results by 3.6% of sales in 1998. During the second quarter of 1999, there were no significant sales discounts offered. Selling, general and administrative expenses as a percent of sales increased to 89.5% in 1999 from 68.6% in 1998. The increase in costs as a percent of sales was largely due to a decrease in total sales during the second quarter of 1999 compared to 1998 as discussed above. Also, nearly $2,500,000 in costs were incurred during 1999 for continued development and grand opening events held for promoting the Company's two new businesses. 12 Other income and expense increased to $9,274 from ($32,603) in 1998 primarily due to net gains in favorable foreign currency translations from the Canada and Taiwan subsidiaries. Net income decreased to ($1,350,984) in 1999 from $9,029 in 1998. This was caused from the decrease in sales combined with the increase in selling, general and administrative costs related to new business expansion. Six months ended May 31, 1999 and May 31, 1998. Sales decreased 10% for the first six months of 1999 to $34,281,995 from $38,143,489. This is mostly attributable to a decline in domestic sales as a result of the March and April recruiting drive, which occurred during the second quarter of 1998. Gross profit margins increased to 76.8% in 1999 from 72.5% in 1998. This was due to improved domestic profit margins. In 1998, the March and April recruiting drive had an impact on profit margins due to the discounted cost of entry on low margin demonstration kits and additional product discounts that were offered during the promotion. Selling, general and administrative costs increased for the first six months of 1999 to 86.2% from 68.3% in 1998 resulting from a decrease in sales and an increase in expansion costs related to the opening of the Company's two new businesses, Eventus International, Inc. and BeautiControl Hong Kong. Other income and expense decreased to ($66,861) in 1999 from ($29,421) in 1998 due to additional interest expense. As a result of the above, net financial results during the first six months of 1999 were ($2,200,505) or ($.30) per common share compared with net income of $1,002,824 or $.17 per common share in 1998. Liquidity and Capital Resources Working capital increased $3,523,000 to $13,179,000 at May 31, 1999 from $9,656,000 at November 30, 1998. This was partially due to increases in inventories resulting from the Company's two new businesses. Also, contributing to the increase in working capital was a reduction in short term borrowings. During the second quarter of 1999, the Company repaid the $6,000,000 outstanding under its line of credit. This was primarily funded through the Company's new credit facilities and financing arrangements. Offsetting increases to working capital was the sale of investments. Proceeds from the reduction in short-term investments were used to fund operating needs and expansion costs and to build cash reserves. 13 The Company's cash flows increased $3,206,000 at May 31, 1999 compared with the same period last year. This was due to an increase in the Company's borrowing activity as well as, the sale of investments. The Company has a secured term note with outstanding balances of $3,037,700 and $1,40l,000 at May 31, 1999 and November 30, 1998, respectively. On April 30, 1999, the Company funded $220,000 under this secured note. The note has a maximum borrowing amount of $3,120,000 and is a five year note bearing a fixed rate of interest of 7.72% with a twelve year amortization. A balloon payment of $1,865,200 is due on November 30, 2003. This note has two covenants related to certain financial ratios calculated on a quarterly basis. Certain assets of the Company secure this note. On May 5, 1999, the Company entered into a three-year note and security agreement secured by certain assets of the Company bearing interest at the prime rate plus .5%. The agreement provides for a maximum credit availability of $7,000,000 dependent upon the value of the Company's inventory. At May 31, 1999, the maximum available credit was $5,087,000. At May 31, 1999, the outstanding principal under the note and security agreement was $4,811,300. This amount includes a $1,271,000 balance on a fixed note with a four year amortization and a $3,540,300 balance on a revolving loan agreement. The weighted average interest rate through May 31, 1999 was 8.25%. Total initial note proceeds were used to pay down $5,000,000 of the Company's unsecured line of credit on May 19, 1999. On May 24, 1999, the Company obtained asset financing in the amount of $5,800,000 secured by certain real estate. The note is a ten-year note amortized over a twenty-two year period bearing a fixed interest rate of 8.33%. At May 31, 1999, the outstanding balance was $5,800,000. As part of this arrangement, the Company is required to hold a restricted escrow balance of $850,000. On May 26, 1999, $1,000,000 of the proceeds obtained from the mortgage financing was used to complete repayment of the amount outstanding under the unsecured line of credit. Effective May 26, 1999, the Company's existing unsecured line of credit was paid off. The amount of credit available under the line of credit through May 26, 1999 had been $6,000,000. The weighted average interest rate thru May 26, 1999 on this line of credit was 6.55% and for 1998 was 6.99%. 14 Year 2000 Issues The Company defines the Year 2000 issues as those related to the inability of some computer hardware or software to interpret a two-digit year expressed as "00" as the Year 2000. When the Year 2000 begins, these computers may interpret "00" as the Year 1900 and either stop processing date-related computations or will process them incorrectly. All software, computer hardware, building facilities and equipment utilized by the Company require assessment to determine that they will continue to operate accurately when they encounter a Year 2000 date before and after January 1, 2000. The Company has initiated a task force committee to address Year 2000 issues. The committee's purpose is to direct the project for assessment, remediation and implementation of solutions and contingency plans related to Year 2000 issues. The project plan addresses information technology systems (IT systems) such as computer software and hardware and non-information technology systems (Non-IT systems) such as manufacturing equipment, utilities and facilities. In addition, the plan addresses Year 2000 issues relating to third parties with which the Company has a material relationship. The Company has planned readiness prior to January 1, 2000 due to the possibility of encountering Year 2000 date processing in 1999. The Company has completed the assessment of IT systems and software upgrades and non IT systems related to Year 2000 readiness. The overall project is estimated to be about 98% complete and on target to be complete by October of 1999. Estimated Start Date End Date % Complete IT Systems: Assessment of Software 04/01/1998 06/30/1998 100% Remediation/Testing of Software 06/01/1998 03/31/1999 100% Assessment of Hardware 07/01/1998 08/15/1998 100% Remediation/Testing of Hardware 11/01/1998 06/30/1999 99% Non-IT Systems: Assessment 06/01/1998 03/31/1999 100% Remediation/Testing 11/01/1998 10/31/1999 95% The Company prepared and mailed a Year 2000 readiness survey to numerous third party suppliers and service providers upon which the Company relies for various goods and services. As of May 31, 1999, the Company has received written responses from 49% of those mailed. Of those responding, 62% stated that they are either currently compliant or anticipate that they will address all Year 2000 issues by December, 1998. The committee is currently evaluating responses to schedule follow-up correspondence and to address contingency plans for alternate sources and suppliers. 15 As a contingency, the Company plans to continue its current operating policy to maintain 60 to 90 days of finished goods on-hand of key products as well as on-hand quantities of components. The Company as a part of its normal operating plan contracts with a third party for backup computer hardware service in the event of a failure or serious interruptions of its on-site operations. Costs for implementing the Year 2000 project are expected to be in the range of $350,000 to $400,000 over the two year fiscal period of 1998 and 1999 and are not expected to materially affect results of operations or the financial position of the Company. Expenditures relating to Year 2000 to date are estimated to be $235,000, due primarily to software remediation, and were funded through operating cash flows. Other IT projects and initiatives have not been adversely affected by the Company's resources allocation to the Year 2000 project. The Company currently believes that it is addressing Year 2000 issues on a timely and adequate basis according to suggested methodologies and procedures. Although the Company is addressing the Year 2000 issue and plans to monitor its progress through completion, there can be no assurance that total compliance internally as well as with third party vendors and suppliers will be achieved. Item 3. Quantitative and Qualitative Disclosures About Market Risk. There has not been a material change in the Company's exposure to interest rate risk on investments and foreign currency rate changes since November 30, 1998. Changes to market risk as it relates to interest rate changes on the Company's financing activities has been minimal. At November 30, 1998, the Company had a $7,600,000 outstanding balance under a line of credit. The interest rate was based on a LIBOR rate plus a spread that adjusted with the debt ratio. During the second quarter of 1999, the Company repaid its outstanding balance on this line of credit, therefore any interest rate risk associated with this debt no longer exists. The Company has a three-year note and security agreement with an outstanding balance of $4,811,300 at May 31, 1999 that may be subject to market risk if there were to be interest rate changes. The initial borrowing under the facility was at 8.25%. If the rate were to increase to 8.75% and the amount outstanding remained the same, incremental interest expense would reduce earnings before taxes by $24,057 annually. At May 31, 1999 the Company also had a five year term note with a balance of $3,037,700 and a ten year note with a balance of $5,800,000; both have a fixed interest rate and are thus not subject to interest rate volatility. Financial Instruments Due to recent expansion into foreign markets, the Company may be exposed to foreign currency fluctuations and other related market risks as part of its ongoing business operations. The Company may periodically use foreign exchange derivatives, when appropriate, to manage these risks. At present, net exposure and risk due to foreign currency fluctuations is judged to not require any derivative activities at this time. 16 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (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, Inc. (Registrant) Date: 7/14/99 /s/RICHARD W. HEATH Richard W. Heath President, Chief Executive Officer Date: 7/14/99 /s/ M. DOUGLAS TUCKER M. Douglas Tucker Senior Vice President- Finance & Principle Financial Officer 17