1
UNITED STATES
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 the Quarter Ended December 31, 1996 Commission File No. 001-10887
JENNY CRAIG, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0366188
(State of Incorporation) (I.R.S. Employer Identification No.)
11355 NORTH TORREY PINES ROAD, LA JOLLA, CA 92037
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 812-7000
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
--- ---
Number of shares of common stock, $.000000005 par value, outstanding as
of the close of business on January 31, 1997- 20,729,771.
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JENNY CRAIG, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands)
June 30, December 31,
1996 1996
--------------- ----------------
(unaudited)
ASSETS
Cash and cash equivalents ............................... $ 43,535 28,267
Short-term investments .................................. 7,045 6,170
Accounts receivable, net ................................ 3,668 3,363
Inventories ............................................. 17,401 20,064
Prepaid expenses and other assets ....................... 8,282 9,461
--------- --------
Total current assets .......................... 79,931 67,325
Cost of reacquired area franchise rights, net ........... 7,496 9,924
Property and equipment, net ............................. 15,474 27,397
Other assets ............................................ 1,500 1,500
--------- --------
$ 104,401 106,146
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable ........................................ 20,916 17,194
Accrued liabilities ..................................... 22,415 21,801
Income taxes payable .................................... 2,102 2,244
Deferred service revenues ............................... 4,506 2,983
--------- --------
Total current liabilities .................... 49,939 44,222
Note payable -- 5,975
--------- --------
Total liabilities ....................... 49,939 50,197
Stockholders' equity:
Common stock $.000000005 par value, 100,000,000 shares
authorized; 27,574,260 shares issued; 20,856,251 and
20,729,771 shares outstanding at June 30, 1996 and
December 31, 1996, respectively ......................... -- --
Additional paid-in capital .............................. 71,478 71,584
Retained earnings ....................................... 54,230 56,896
Equity adjustment from foreign currency translation ..... 1,883 1,856
Treasury stock at cost, 6,701,089 and 6,844,489 shares
at June 30, 1996 and December 31, 1996, respectively .... (73,129) (74,387)
--------- --------
Total stockholders' equity ........................ 54,462 55,949
Commitments and contingencies
--------- --------
$ 104,401 106,146
========= ========
See accompanying notes to unaudited consolidated financial statements.
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JENNY CRAIG, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share amounts)
Three Months Ended Six Months Ended
December 31, December 31,
----------------------- ----------------------
1995 1996 1995 1996
---- ---- ---- ----
Revenues:
Company-owned operations:
Product sales ......................... $73,236 68,785 153,381 143,173
Service revenues ...................... 4,910 5,669 11,694 11,377
------- ------- ------- -------
78,146 74,454 165,075 154,550
------- ------- ------- -------
Franchise operations:
Product sales ......................... 9,589 7,014 20,307 15,579
Royalties ............................. 1,693 1,355 3,611 2,964
Initial franchise fees ................ 25 25 80 210
------- ------- ------- -------
11,307 8,394 23,998 18,753
------- ------- ------- -------
Total revenues .................... 89,453 82,848 189,073 173,303
------- ------- ------- -------
Costs and expenses:
Company-owned operations:
Product ............................... 67,698 66,129 141,638 135,121
Service ............................... 3,160 4,055 7,498 7,911
------- ------- ------- -------
70,858 70,184 149,136 143,032
------- ------- ------- -------
Franchise operations:
Product ............................... 7,303 4,900 15,239 11,538
Other ................................. 523 381 993 906
------- ------- ------- -------
7,826 5,281 16,232 12,444
------- ------- ------- -------
10,769 7,383 23,705 17,827
General and administrative expenses ........ 6,782 7,172 13,426 14,524
------- ------- ------- -------
Operating income ................. 3,987 211 10,279 3,303
Other income, net, principally interest .... 784 450 1,594 983
------- ------- ------- -------
Income before taxes .............. 4,771 661 11,873 4,286
Provision for income taxes ................. 2,000 129 5,040 1,620
------- ------- ------- -------
Net income ....................... $ 2,771 532 6,833 2,666
======= ======= ======= =======
Net income per share ............. $ .11 .03 .27 .13
======= ======= ======= =======
See accompanying notes to unaudited consolidated financial statements.
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JENNY CRAIG, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
Six Months Ended
December 31,
---------------------------
1995 1996
----- ----
Cash flows from operating activities:
Net income ........................................................... $ 6,833 2,666
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization ........................................ 3,595 3,488
Provision for doubtful accounts ...................................... (400) --
(Increase) decrease in:
Accounts receivable ........................................ 15 (427)
Inventories ................................................ 1,042 (2,356)
Prepaid expenses and other assets .......................... (463) (1,179)
Increase (decrease) in:
Accounts payable ........................................... (1,819) (4,352)
Accrued liabilities ........................................ 601 (1,615)
Income taxes payable ....................................... (3,584) 142
Deferred service revenue ................................... (126) (1,523)
-------- -------
Net cash provided by (used in) operating activities 5,694 (5,156)
-------- -------
Cash flows from investing activities:
Purchase of property and equipment .................................... (1,468) (13,944)
Purchase of short-term investments .................................... -- (5,975)
Proceeds from maturity of short-term investments ...................... 5,501 6,850
Payment for acquisition of franchised centres ......................... -- (1,803)
-------- -------
Net cash provided by (used in) investing activities 4,033 (14,872)
-------- -------
Cash flows from financing activities:
Purchase of treasury stock ............................................ (8,376) (1,258)
Proceeds from note payable ............................................ -- 5,975
Proceeds from exercise of stock options ............................... 4 106
-------- -------
Net cash provided by (used in) financing activities (8,372) 4,823
-------- -------
Effect of exchange rate changes on cash and cash equivalents ............. 402 (63)
Net increase (decrease) in cash and cash equivalents ..................... 1,757 (15,268)
Cash and cash equivalents at beginning of period ......................... 51,819 43,535
-------- -------
Cash and cash equivalents at end of period ............................... $ 53,576 28,267
======== =======
Supplemental disclosure of cash flow information:
Income taxes paid ..................................................... $ 8,623 1,478
Acquisition of franchised centres:
Cancellation of accounts receivable ................................ $ -- 732
Fair value of assets acquired ...................................... $ -- 2,362
Liabilities assumed ................................................ $ -- 1,630
See accompanying notes to unaudited consolidated financial statements.
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JENNY CRAIG, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996
1. The accompanying unaudited consolidated financial statements do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, considered
necessary for a fair presentation have been included. Operating results for any
interim period are not necessarily indicative of the results for any other
interim period or for the full year. These statements should be read in
conjunction with the June 30, 1996 consolidated financial statements.
2. Net income per share is computed by dividing net income by the weighted
average number of shares outstanding during the period, which were 24,636,000
and 20,794,000 for the quarters ended December 31, 1995 and 1996, respectively
and 24,852,000 and 20,822,000 for the six months ended December 31, 1995 and
1996, respectively.
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JENNY CRAIG, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
Forward-Looking Statements
Information provided in this Report on Form 10-Q may contain, and the
Company may from time to time disseminate material and make statements which may
contain "forward-looking" information, as that term is defined by the Private
Securities Litigation Reform Act of 1995 (the "Act"). These forward-looking
statements may relate to anticipated financial performance, business prospects
and similar matters. The words "expects", "anticipates", "believes", and similar
words generally signify a "forward-looking" statement. These cautionary
statements are being made pursuant to the provisions of the Act and with the
intention of obtaining the benefit of "safe- harbor" provisions of the Act. The
reader is cautioned that all forward-looking statements are necessarily
speculative and there are certain risks and uncertainties that could cause
actual events or results to differ materially from those referred to in such
forward-looking statements. Among the factors that could cause actual results to
differ materially are: increased competition; technological and scientific
developments, including appetite suppressants and other drugs which can be used
in weight-loss programs; increases in cost of food or services; lack of market
acceptance of additional products and services; legislative and regulatory
restrictions or actions; effectiveness of marketing and advertising programs;
prevailing domestic and foreign economic conditions; and the risk factors set
forth from time to time in the Company's annual reports and other reports and
filings with the SEC. In particular, the reader should carefully review the
cautionary statements contained under the caption "Forward-Looking Statements"
in Item 1 of the Company's Annual Report on Form 10-K for the year ended June
30, 1996.
Quarter Ended December 31, 1996 as Compared to Quarter Ended December 31, 1995
Revenues from United States Company-owned operations decreased 9% from
$68,493,000 for the quarter ended December 31, 1995 to $62,254,000 for the
quarter ended December 31, 1996. At December 31, 1995 there were 482 United
States Company-owned Centres in operation compared to 526 at December 31, 1996.
The increase in United States Company-owned Centres reflects the Company's
acquisition of 38 Centres from a franchisee in September 1996. Average revenue
per United States Company-owned Centre decreased 16% from $142,000 for the
quarter ended December 31, 1995 to $119,000 for the quarter ended December 31,
1996. Although there was a 12% decrease (19% on an average per centre basis) in
the number of new participants enrolled in the Program between the periods,
service revenues from United States Company-owned operations for the quarter
ended December 31, 1996 increased 13%, to $4,845,000 from $4,287,000 for the
comparable year earlier period. This increase in service revenues was due to an
increase in the average service fee charged per new participant. The decline in
new enrollments also resulted in a decline in the number of active participants
in the program and led to an 11% decline in product sales, which consist
primarily of food products, from United States Company- owned operations from
$64,206,000 for the quarter ended December 31, 1995 to $57,409,000 for the
quarter ended December 31, 1996. Revenues from foreign Company-owned operations
increased 26% from $9,653,000 to $12,200,000 for the quarters ended December 31,
1995 and 1996, respectively, primarily due to an increase in the number of new
enrollments in the Program in foreign Centres. There were 103 foreign
Company-owned Centres at December 31, 1995 compared to 104 at December 31, 1996.
There was a 6% weighted average increase in the Australian and Canadian
currencies in relation to the U.S. dollar between the periods.
(Continued)
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JENNY CRAIG, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
(Continued)
In April 1996, the United States Food and Drug Administration ("FDA")
approved dexfenfluramine, commonly referred to by its trade name Redux, for use
as a doctor-prescribed medication for the treatment of obesity. The Company
believes that the extensive publicity that accompanied the introduction of Redux
heightened the public's interest in weight loss pharmaceuticals and appears to
be responsible for the softened demand being experienced by the Company for its
products and services. During the quarter ended September 30, 1996, the Company
began test marketing, on a very limited basis, a new program incorporating
weight-loss medications along with the traditional elements of its weight
management program. In late- December 1996, following evaluation of test market
results, the Company added this new program to virtually all United States
Company-owned Centres.
Costs and expenses of United States Company-owned operations decreased
2% from $61,417,000 to $60,379,000 for the quarters ended December 31, 1995 and
1996, respectively. This decrease reflects the decreased variable costs related
to the lower level of operations, offset, in part, by increased expenses related
to a new compensation program for Centre personnel implemented in November 1996
and the costs associated with the new program component utilizing weight loss
medications. Costs and expenses of United States Company-owned operations as a
percentage of United States Company-owned revenues increased from 90% to 97%
between the periods principally due to the higher proportion of fixed costs when
compared to the reduced level of revenues and the aforementioned expenses
pertaining to the new compensation program and the new program component
utilizing weight loss medications. After including the allocable portion of
general and administrative expenses, United States Company-owned operations
incurred an operating loss of $3,271,000 for the quarter ended December 31, 1996
compared to operating income of $2,388,000 for the quarter ended December 31,
1995. Costs and expenses of foreign Company-owned operations increased 4% from
$9,441,000 to $9,805,000 for the quarters ended December 31, 1995 and 1996,
respectively, principally due to the increased variable costs related to the
higher level of operations. After including the allocable portion of general and
administrative expenses, foreign Company-owned operations had operating income
of $1,797,000 for the quarter ended December 31, 1996 compared to an operating
loss of $308,000 for the quarter ended December 31, 1995.
Revenues from franchise operations decreased 26% from $11,307,000 to
$8,394,000 for the quarters ended December 31, 1995 and 1996, respectively. This
decline was principally due to a 17% decrease in the number of franchise Centres
in operation, from 193 at December 31, 1995 to 161 at December 31, 1996, and a
decrease in the number of new participants enrolled in the Program resulting in
reduced product sales and royalties. The decrease in the number of franchise
Centres reflects the Company's acquisition of 38 Centres from a franchisee in
September 1996.
Costs and expenses of franchised operations, which consist primarily of
product costs, decreased 33% from $7,826,000 to $5,281,000 for the quarters
ended December 31, 1995 and 1996, respectively, principally because of the
reduced level of franchise operations, the timing of certain advertising
incentives granted to franchisees and reduced compensation expenses.
(Continued)
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JENNY CRAIG, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
(Continued)
General and administrative expenses increased 6% from $6,782,000 to
$7,172,000 principally due to an increase in consulting expenses, primarily
pertaining to information systems, and increased from 7.6% to 8.7% of total
revenues for the quarters ended December 31, 1995 and 1996, respectively.
The elements discussed above combined to result in a 95% decrease in
operating income from $3,987,000 for the quarter ended December 31, 1995
compared to $211,000 for the quarter ended December 31, 1996.
The Company and complaint counsel for the Federal Trade Commission have
entered into a proposed Consent Order settling all contested issues raised in a
complaint filed in September 1993 against the Company alleging that the Company
violated the Federal Trade Commission Act by the use and content of certain
advertisements for the Company's weight loss program featuring testimonials,
claims for the program's success and safety, and statements as to the program's
costs to participants. The proposed Consent Order does not admit any issue of
fact or law or any violation by the Company of any law or regulation, and does
not involve payment by the Company of any civil money penalty, damages, or other
financial relief. The proposed Consent Order requires certain procedures and
disclosures in connection with the Company's advertisements of its products and
services. If the full Commission accepts the proposed Consent Order it will be
published for public comment and, unless modified or withdrawn on the basis of
public comments, it thereafter will become effective. The Company does not
believe that compliance with the proposed Consent Order will have a material
adverse effect on the Company's consolidated financial statements or its current
advertising and marketing practices.
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JENNY CRAIG, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
Six Months Ended December 31, 1996 as Compared to Six Months Ended December 31,
1995
Revenues from United States Company-owned operations decreased 11% from
$144,862,000 for the six months ended December 31, 1995 to $128,812,000 for the
six months ended December 31, 1996. At December 31, 1995 there were 482 United
States Company-owned Centres in operation compared to 526 at December 31, 1996.
The increase in United States Company-owned Centres reflects the Company's
acquisition of 38 Centres from a franchisee in September 1996. Average revenue
per United States Company-owned Centre decreased 16% from $301,000 for the six
months ended December 31, 1995 to $254,000 for the six months ended December 31,
1996. Service revenues from United States Company-owned operations for the six
months ended December 31, 1996 decreased 8% to $9,472,000 from $10,260,000 for
the comparable year earlier period. This decrease in service revenues was
primarily due to a 27% decrease (32% on an average per centre basis) in the
number of new participants enrolled in the Program between the periods, offset
in part by an increase in the average service fee charged per new participant.
The decline in new enrollments also resulted in a decline in the number of
active participants in the Program and led to an 11% decline in product sales,
which consists primarily of food products, from United States Company-owned
operations from $134,602,000 for the six months ended December 31, 1995 to
$119,340,000 for the six months ended December 31, 1996. Revenues from foreign
Company- owned operations increased 27% from $20,213,000 to $25,738,000 for the
six months ended December 31, 1995 and 1996, respectively, primarily due to an
increase in the number of new enrollments in the Program in foreign Centres.
There was a 5% weighted average increase in the Australian and Canadian
currencies in relation to the U.S. dollar between the periods.
Costs and expenses of United States Company-owned operations decreased
6% from $129,777,000 to $122,237,000 for the six months ended December 31, 1995
and 1996, respectively. This decrease reflects the decreased variable costs
related to the lower level of operations offset, in part, by increased expenses
related to a new compensation program for Centre personnel implemented in
November 1996 and the costs associated with the new program component utilizing
weight loss medications. Costs and expenses of United States Company-owned
operations as a percentage of United States Company-owned revenues increased
from 90% to 95% between the periods principally due to the higher proportion of
fixed costs when compared to the reduced level of revenues and the
aforementioned expenses pertaining to the new compensation program and the new
program component utilizing weight loss medications. After including the
allocable portion of general and administrative expenses, United States
Company-owned operations incurred an operating loss of $3,567,000 for the six
months ended December 31, 1996 compared to operating income of $5,918,000 for
the six months ended December 31, 1995. Costs and expenses of foreign
Company-owned operations increased 7% from $19,359,000 to $20,795,000 for the
six month periods ended December 31, 1995 and 1996, respectively, principally
because of the increased variable costs related to the higher level of
operations. After including the allocable portion of general and administrative
expenses, foreign Company-owned operations had operating income of $3,735,000
for the six months ended December 31, 1996 compared to an operating loss of
$195,000 for the six months ended December 31, 1995.
Revenues from franchise operations decreased 22% from $23,998,000 to
$18,753,000 for the six months ended December 31, 1995 and 1996, respectively.
This decline was principally due to a 17% decrease in the number of franchise
Centres in operation, from 193 at December 31, 1995 to 161 at December 31, 1996
and a decrease in the number of new participants enrolled in the Program
resulting in reduced product sales and royalties. The decrease in the number of
franchise Centres reflects the Company's acquisition of 38 Centres from a
franchisee in September 1996.
(Continued)
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JENNY CRAIG, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
(Continued)
Costs and expenses of franchised operations, which consist primarily of
product costs, decreased 23% from $16,232,000 to $12,444,000 for the six month
periods ended December 31, 1995 and 1996, respectively, principally because of
the reduced level of franchise operations. Franchise costs and expenses as a
percentage of franchise revenues remained relatively constant at 67.6% for the
six months ended December 31, 1995 compared to 66.1% for the six months ended
December 31, 1996.
General and administrative expenses increased 8% from $13,426,000 to
$14,524,000 principally due to an increase in consulting expenses, primarily
pertaining to information systems, and increased from 7.1% to 8.4% of total
revenues for the six months ended December 31, 1995 and 1996, respectively.
The elements discussed above combined to result in a 68% decrease in
operating income from $10,279,000 for the six months ended December 31, 1995 to
$3,303,000 for the six months ended December 31, 1996.
Financial Condition
As of December 31, 1996, the Company's cash, cash equivalents, and
short-term investments were $34,437,000, reflecting a decrease during the
quarter ended December 31, 1996 of $8,507,000. This decrease was principally due
to the purchase of property and equipment, primarily related to leasehold
improvements at the Company's executive office building and centre improvements
related to the new program component utilizing weight loss medications; the
purchase of treasury stock; an increase in inventory related to the Company's
expanded capability to store frozen products; and the timing of payment of
certain accounts payable principally related to advertising. During the quarter
ended December 31, 1996 the Company received approximately $6 million in
proceeds of a borrowing secured by the Company's executive office building
purchased in the previous quarter. The Company believes that its cash, cash
equivalents and short-term investments and its cash flow from operations are
adequate for its needs in the foreseeable future.
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's 1996 Annual Meeting of Stockholders was held on
November 6, 1996. At the meeting the stockholders of the Company
elected the seven incumbent directors for terms of one year each and
until their successors are duly elected and qualified and ratified
the appointment of KPMG Peat Marwick LLP as the independent certified
public accountants of the Company and its subsidiaries for the fiscal
year ending June 30, 1997.
The results of the vote to elect the seven directors were as follows:
SHARES VOTED SHARES FOR WHICH
NAME FOR AUTHORITY WAS WITHHELD
- ------- ------------------- ----------------------
Sidney Craig 20,233,598 204,053
Jenny Craig 20,233,898 203,753
C. Joseph LaBonte 20,234,013 203,638
Scott Bice 20,385,213 52,438
Marvin Sears 20,233,913 203,738
Andrea Van de Kamp 20,385,198 52,453
Robert Wolf 20,385,313 52,338
The results of the vote to ratify the appointment of KPMG Peat
Marwick LLP as independent certified public accountants of the Company
and its subsidiaries for the fiscal year ending June 30, 1997 were as
follows:
SHARES VOTED
SHARES VOTED FOR AGAINST SHARES ABSTAINING
------------------------ ---------------- ------------------------
20,430,966 4,635 2,050
There were no broker non-votes on any of the matters submitted to a vote of
security holders.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.3 Jenny Craig, Inc. Stock Option Plan, as amended
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
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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.
JENNY CRAIG, INC.
By: /S/ Michael L. Jeub
---------------------------
Michael L. Jeub
Sr. Vice President
and Chief Financial Officer
Date: February 12, 1997
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