SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED NOVEMBER 30, 1994 Commission file number 1-8797 HELENE CURTIS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3398349 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 325 NORTH WELLS STREET, CHICAGO, ILLINOIS 60610 (Address of principal executive offices) (312) 661-0222 (Registrant's telephone number) 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 --- --- At November 30, 1994, there were 6,808,825 shares of Common Stock and 3,062,369 shares of Class B Common Stock outstanding. Helene Curtis Industries, Inc. and Subsidiaries Index Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Statements of Earnings for the Three and Nine Months Ended November 30, 1994 and 1993 3 Consolidated Balance Sheets as of November 30, 1994 and 4 February 28, 1994 Consolidated Statements of Cash Flows for the Nine Months Ended November 30, 1994 and 1993 5 Notes to Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis 8-10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURE 11 EXHIBIT 11 - Computation of Earnings Per Share 12 EXHIBIT 27 - Financial Data Schedule (submitted with EDGAR filing) -2- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Helene Curtis Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (Dollars in thousands, except per-share data) For the Three Months For the Nine Months Ended November 30, Ended November 30, ------------------------ ------------------------- 1994 1993 1994 1993 --------- --------- --------- ---------- Net sales $ 282,370 $ 266,918 $ 900,579 $ 848,425 --------- ---------- --------- ---------- Costs and expenses: Cost of sales 127,007 120,060 403,014 380,044 Selling, general and administrative 146,832 139,688 469,512 447,765 Interest 2,186 1,830 6,551 5,526 --------- ---------- --------- ---------- 276,025 261,578 879,077 833,335 --------- ---------- --------- ---------- Earnings before income taxes and cumulative effect of accounting change 6,345 5,340 21,502 15,090 Provision for income taxes 2,982 2,563 10,106 7,243 --------- ---------- --------- ---------- Earnings before cumulative effect of accounting change 3,363 2,777 11,396 7,847 Cumulative effect of accounting change -- -- -- (1,351) --------- ---------- --------- ---------- Net earnings $ 3,363 $ 2,777 $ 11,396 $ 6,496 --------- ---------- --------- ---------- --------- ---------- --------- ---------- Net earnings per share: Earnings before cumulative effect of accounting change $ .35 $ .30 $ 1.20 $ .83 Cumulative effect of accounting change -- -- -- (.14) --------- ---------- --------- ---------- Net earnings $ .35 $ .30 $ 1.20 $ .69 --------- ---------- --------- ---------- --------- ---------- --------- ---------- Average number of shares outstanding 9,525,498 9,459,415 9,486,604 9,481,501 --------- ---------- --------- ---------- --------- ---------- --------- ---------- Cash dividends per share: Common Stock $ .06 $ .06 $ .18 $ .18 Class B Common Stock $ .06 $ .06 $ .13 $ .13 The accompanying notes are an integral part of the consolidated financial statements. -3- Helene Curtis Industries, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (Unaudited) November 30, February 28, 1994 1994 ---------- ---------- Assets Current assets: Cash and equivalents $ 10,544 $ 2,802 Receivables-net 204,894 242,514 Inventories 130,406 102,344 Other current assets 30,115 20,059 ---------- ---------- Total current assets 375,959 367,719 ---------- ---------- Property, plant and equipment 309,127 292,671 Less accumulated depreciation 94,600 77,402 ---------- ---------- Net property, plant and equipment 214,527 215,269 ---------- ---------- Other assets 26,723 29,495 ---------- ---------- Total assets $ 617,209 $ 612,483 ---------- ---------- ---------- ---------- Liabilities and stockholders' equity Current liabilities: Short-term debt $ 5,980 $ 7,361 Accounts payable 116,917 99,566 Income taxes 9,859 8,401 Advertising and promotion 54,505 54,843 Other accrued expenses 53,296 46,353 ---------- ---------- Total current liabilities 240,557 216,524 Long-term debt 124,190 160,990 Deferred income taxes 15,231 15,230 Accrued retirement and other benefits 23,418 20,295 ---------- ---------- Total liabilities 403,396 413,039 ---------- ---------- Stockholders' equity: Common Stock, issued 7,931,771 shares (Nov.) and 7,921,471 shares (Feb.) 3,966 3,961 Class B Common Stock, issued 3,062,369 shares (Nov.) and 3,072,669 shares (Feb.) 1,531 1,536 Capital in excess of par value 42,009 40,548 Retained earnings 170,817 161,045 Currency translation adjustment 6,078 1,218 Treasury shares (Common), 1,122,946 (Nov.) and 1,114,031 (Feb.), at cost (10,588) (8,864) ---------- ---------- Total stockholders' equity 213,813 199,444 ---------- ---------- Total liabilities and stockholders' equity $ 617,209 $ 612,483 ---------- ---------- ---------- ---------- The accompanying notes are an integral part of the consolidated financial statements. -4- Helene Curtis Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands) For the Nine Months Ended November 30, --------------------------- 1994 1993 ---------- ----------- Cash flows from operating activities: Net earnings $ 11,396 $ 6,496 Adjustments to net earnings: Depreciation and amortization 21,592 18,664 Cumulative effect of accounting change -- 1,351 Other 3,808 267 Changes in operating assets and liabilities: Receivables-net 48,870 70,419 Inventories (25,439) (14,234) Other current assets (9,625) (25,406) Payables and accrued expenses 13,519 (15,007) Other (63) (7,974) ---------- ---------- Net cash provided by operating activities 64,058 34,506 ---------- ---------- Cash flows from investing activities: Capital expenditures (17,824) (30,498) Other 117 195 ---------- ---------- Net cash used by investing activities (17,707) (30,303) ---------- ---------- Cash flows from financing activities: Proceeds from borrowings 3,675 6,455 Repayment of borrowings (42,323) (14,050) Dividends paid (1,624) (1,621) Other (263) 1,842 ---------- ---------- Net cash used by financing activities (40,535) (7,374) ---------- ---------- Effect of exchange rate changes on cash and equivalents 1,926 1,328 ---------- ---------- Increase (decrease) in cash and equivalents 7,742 (1,843) Cash and equivalents at beginning of period 2,802 7,564 ---------- ---------- Cash and equivalents at end of period $ 10,544 $ 5,721 ---------- ---------- ---------- ---------- The accompanying notes are an integral part of the consolidated financial statements. -5- Helene Curtis Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands) 1. BASIS OF PRESENTATION The interim consolidated financial statements are unaudited. In the opinion of management, all adjustments necessary for a fair presentation are reflected herein. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year. These statements do not include all disclosures required by generally accepted accounting principles and should be read in conjunction with the audited financial statements and related notes included in the Company's annual report to stockholders for the year ended February 28, 1994. The consolidated balance sheet as of February 28, 1994 is derived from these audited financial statements. Certain prior year amounts have been reclassified to conform to the current year's presentation. Advertising and promotion costs are generally expensed in the fiscal year incurred. For interim reporting purposes, such costs are charged to operations as a percentage of sales, based on estimated sales and estimated advertising and promotion costs for the full year. 2. SUPPLEMENTAL INFORMATION The consolidated statements of earnings include research and development costs of $6,720 and $20,481 for the three and nine months ended November 30, 1994, respectively, and $5,313 and $16,952 for the three and nine months ended November 30, 1993, respectively. -6- Helene Curtis Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands) 3. RECEIVABLES-NET Receivables-net, principally trade, consist of the following amounts: November 30, 1994 February 28, 1994 ----------------- ----------------- Accounts receivable $154,527 $187,452 Notes receivable 56,322 60,161 -------- -------- Total 210,849 247,613 Less allowance for doubtful accounts 5,955 5,099 -------- -------- Net $204,894 $242,514 -------- -------- -------- -------- 4. INVENTORIES Inventories consist of the following components: November 30, 1994 February 28, 1994 ----------------- ----------------- Raw materials $ 29,492 $ 16,252 Work in process 1,710 2,037 Finished goods 99,204 84,055 -------- -------- Total $130,406 $102,344 -------- -------- -------- -------- -7- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS Helene Curtis Industries, Inc. and Subsidiaries RESULTS OF OPERATIONS - THREE MONTHS ENDED NOVEMBER 30, 1994 AND 1993 (Dollars in thousands) Consolidated net sales for the three months ended November 30, 1994 increased $15,452, or 6%, compared with the corresponding period last year. Domestic net sales increased 5%, compared with the corresponding period last year and accounted for 59% of consolidated net sales. This increase was attributable to the Suave Baby Care introduction (which appeared in stores nationwide in August) and growth in sales of Suave hair care products. Also contributing to the increase was significant growth in sales of skin care products. These gains were partially offset by a decline in sales for Salon Selectives and the Company's professional hair care products. International net sales increased 7%, compared with the corresponding period last year and represented 41% of consolidated net sales. This increase was attributable to higher sales in Japan driven by Salon Selectives hair care products and favorable currency translation. Sales increases in U.S. exports, the United Kingdom, Australia and New Zealand also contributed to the increase in international net sales. These gains were partially offset by a decline in sales in Canada, Italy and Scandinavia. Cost of sales increased $6,947, or 6%, as a result of higher sales volume. As a percent of net sales, cost of sales remained constant at 45.0% in the current period compared with the prior year. Selling, general and administrative expenses increased $7,144, or 5%. As a percent of net sales, these expenses decreased to 52.0% in the current period from 52.3% last year. The decrease as a percent of net sales was principally attributable to lower advertising costs for Vibrance hair care products which were offset, in part, by higher selling, research and development, and administrative costs. Interest expense increased $356, or 19%, as the higher cost of borrowing was partially offset by lower levels of borrowing compared to the prior year. At November 30, 1994, fixed-rate borrowings represented over one-half of the total debt outstanding. The effective tax rate was 47% in the current period compared with 48% in the prior year, primarily as a result of a higher proportion of total profitability attributable to domestic operations which have a lower tax rate. Net earnings increased to $3,363 from $2,777 in the prior year. The increase was primarily attributable to the increase in net sales and the lower advertising expenses as a percent of net sales. -8- Helene Curtis Industries, Inc. and Subsidiaries RESULTS OF OPERATIONS - NINE MONTHS ENDED NOVEMBER 30, 1994 AND 1993 (Dollars in thousands) Consolidated net sales for the nine months ended November 30, 1994 increased $52,154, or 6%, compared with the corresponding period last year. Domestic net sales increased 5%, compared to the corresponding period last year and accounted for 63% of consolidated net sales. This increase is largely attributable to the Company's sales of Suave Baby Care (launched in the second quarter of the current fiscal year) and increases in the skin care category where Suave Skin Lotion recorded significant nine month sales increases. There was moderate sales growth in the Company's hair care brands where Suave, Finesse and Salon Selectives recorded gains which were offset by a decline in sales for Vibrance. International net sales increased 8%, compared with the corresponding period last year and represented 37% of consolidated net sales. This increase was attributable to higher sales in Japan which benefited from favorable currency translation and Italy where the Company's newest wholly-owned subsidiary was formed in the second quarter of last year. Sales increases in U.S. exports and the United Kingdom also contributed to the increase in international net sales. Cost of sales increased $22,970, or 6%, due to higher sales volume. As a percent of net sales, cost of sales remained constant at 44.8% in the current period compared with the prior year. Selling, general and administrative expenses increased $21,747, or 5%. As a percent of net sales, these expenses decreased to 52.1% in the current period from 52.8% last year. The decrease as a percent of net sales was primarily attributable to slower growth in advertising and promotion costs. These cost improvements were offset, in part, by higher research and development costs. Interest expense increased $1,025, or 19%, as the higher cost of borrowing was partially offset by lower levels of borrowing compared to the prior year. At November 30, 1994, fixed-rate borrowings represented over one-half of the total debt outstanding. The effective tax rate was 47% in the current period compared with 48% in the prior year, primarily as a result of a higher proportion of total profitability attributable to domestic operations which have a lower tax rate. Earnings before the cumulative effect of an accounting change increased to $11,396 from $7,847 in the prior year. The increase was primarily attributable to the increase in net sales and lower advertising and promotion costs as a percent of net sales. -9- Helene Curtis Industries, Inc. and Subsidiaries FINANCIAL CONDITION - LIQUIDITY AND CAPITAL RESOURCES (Dollars in thousands) Cash and equivalents increased to $10,544, compared with $2,802 at year end. The Company used cash provided from operating activities to fund capital expenditures and reduce debt. Net cash provided from operating activities increased significantly to $64,058 from $34,506 in the first nine months of the prior year. This increase was primarily attributable to the favorable cash flow impact of a reduction in net operating assets and increase in net earnings. The decrease in receivables of $48,870 was largely due to lower sales for the current quarter in the U.S. compared with the fourth quarter of the prior year. The increase in payables and accrued expenses of $13,519 was largely attributable to the timing of payments for raw material purchases and higher compensation-related accruals based on the Company's improved earnings. The impact of these changes was partially offset by an increase of $25,439 in inventories in preparation for sales anticipated in the fourth quarter (historically the largest sales quarter of the year) and as a result of the Company's newest product introduction -- Suave Baby Care. The increase in other current assets of $9,625 was attributable to the deferral of advertising and promotion costs during interim quarters. Working capital decreased to $135,402 at November 30, 1994, compared with $151,195 at February 28, 1994. The current ratio decreased to 1.56:1 from 1.70:1. Capital spending decreased to $17,824 from $30,498 in the first nine months of the prior year. Capital expenditures in both years included a large number of smaller investments primarily to increase the Company's manufacturing and distribution capabilities and efficiencies. The total-debt-to-total-capital ratio decreased to 37.8%, compared with 45.8% at year end as total debt decreased to $130,170 from $168,351. The excess cash provided from reduced net operating assets was used for the repayment of borrowings. In March 1994, the Company borrowed $50,000 under a private placement agreement whereby senior unsecured notes were issued. These notes mature in March 2001 and 2004. The funds were used for general corporate purposes and to refinance existing debt. On October 17, 1994, the Company's Board of Directors declared a quarterly dividend of six cents per share to both the Common and Class B Common stockholders, payable November 25 to holders of record on November 10, 1994. Management believes that funds provided from operations and present credit arrangements will be sufficient to meet the Company's anticipated working capital and capital spending needs. -10- PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 11 - Computations of Earnings per Share Exhibit 27 - Financial Data Schedule (submitted with EDGAR filing) (b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter ended November 30, 1994. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Helene Curtis Industries, Inc. January 13, 1995 By: /S/ Mary J. Oyer Mary J. Oyer Vice President, Corporate Controller and Principal Accounting Officer -11-