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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JANUARY 31, 1995
COMMISSION FILE #0-12862
DEP CORPORATION
A DELAWARE CORPORATION - I.R.S. NO. 95-2040819
2101 EAST VIA ARADO, RANCHO DOMINGUEZ, CA 90220
(310) 604-0777
Indicate by check mark whether the company (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 company was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, exclusive of treasury stock, as of the latest practicable date.
Outstanding at
Class March 14, 1995
- ------------------------------------ --------------
Class A Common stock, $.01 par value 3,117,060
Class B Common stock, $.01 par value 3,127,841
Index to Exhibits appears on page 16
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DEP CORPORATION
INDEX
Part I. Financial Information Page
----
ITEM 1. FINANCIAL STATEMENTS:
CONSOLIDATED CONDENSED BALANCE SHEETS - 3
January 31, 1995 and July 31, 1994
CONSOLIDATED CONDENSED STATEMENTS OF INCOME - 4
Three and Six Month Periods Ended
January 31, 1995 and January 31, 1994
CONSOLIDATED CONDENSED STATEMENTS OF RETAINED 5
EARNINGS AND ADDITIONAL PAID-IN CAPITAL -
Six Month Period Ended January 31, 1995
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - 6
Six Month Periods Ended
January 31, 1995 and January 31, 1994
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 7
ITEM 2. MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS 9
AND FINANCIAL CONDITION
Part II. Other Information
SIGNATURE 15
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DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
January 31, July 31,
ASSETS 1995 1994
------------ ------------
Current assets:
Cash and cash equivalents.......................................... $ 4,098,000 $ 947,000
Accounts receivable, net........................................... 16,703,000 16,769,000
Inventories at lower of cost (first-in, first-out) or market:
Raw materials ................................................... 3,842,000 3,688,000
Finished goods................................................... 10,461,000 10,268,000
------------ ------------
14,303,000 13,956,000
Income taxes receivable............................................ 823,000 3,180,000
Other current assets............................................... 2,525,000 4,145,000
------------ ------------
Total current assets............................................. 38,452,000 38,997,000
Property and equipment, net......................................... 16,453,000 17,211,000
Intangibles, net.................................................... 59,718,000 62,015,000
Other assets........................................................ 3,940,000 3,872,000
------------ ------------
$118,563,000 $122,095,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion long-term debt..................................... $ 60,764,000 $ 3,828,000
Accrued expenses................................................... 6,201,000 7,719,000
Accounts payable .................................................. 6,562,000 7,034,000
------------ ------------
Total current liabilities........................................ 73,527,000 18,581,000
Long-term debt, net of current portion.............................. 3,812,000 60,974,000
Other non-current liabilities....................................... 3,793,000 4,385,000
Stockholders' equity:
Preferred stock, par value $.01; authorized
3,000,000 shares; none outstanding.............................. - -
Class A common stock, par value $.01; authorized 14,000,000
shares; issued and outstanding 3,232,560 at January 31, 1995 and
3,231,203 at July 31, 1994..................................... 32,000 32,000
Class B common stock, par value $.01; authorized 7,000,000
shares; issued and outstanding 3,243,341 at January 31, 1995 and
3,231,201 at July 31, 1994..................................... 32,000 32,000
Additional paid-in capital........................................ 12,126,000 12,137,000
Retained earnings................................................. 26,428,000 27,173,000
Foreign currency translation adjustment........................... (182,000) (214,000)
------------ ------------
Less: treasury stock, at cost, 115,500 shares each of 38,436,000 39,160,000
class A and class B common stock................................ (1,005,000) (1,005,000)
------------ ------------
37,431,000 38,155,000
------------ ------------
$118,563,000 $122,095,000
============ ============
See notes to consolidated condensed financial statements
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DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
January 31, January 31,
--------------------------- ------------------------------
1995 1994 1995 1994
----------- ----------- ------------ ------------
Net sales.................... $31,011,000 $33,345,000 $ 62,352,000 $ 63,204,000
Cost of sales................ 11,244,000 13,969,000 22,365,000 24,145,000
----------- ----------- ------------ ------------
Gross profit................. 19,767,000 19,376,000 39,987,000 39,059,000
Selling, general and
administrative expenses.... 19,855,000 24,613,000 38,484,000 43,677,000
----------- ----------- ------------ ------------
Income (loss) from operations (88,000) (5,237,000) 1,503,000 (4,618,000)
Other income (expense):
Interest, net.............. (1,543,000) (1,111,000) (2,972,000) (2,124,000)
Other...................... 16,000 14,000 (81,000) 32,000
----------- ----------- ------------ ------------
(1,527,000) (1,097,000) (3,053,000) (2,092,000)
----------- ----------- ------------ ------------
(Loss) before income taxes .. (1,615,000) (6,334,000) (1,550,000) (6,710,000)
Income taxes (credit) ....... (836,000) (1,952,000) (805,000) (2,109,000)
----------- ----------- ------------ ------------
Net (loss)................... $ (779,000) $(4,382,000) $ (745,000) $ (4,601,000)
=========== =========== ============ ============
Net (loss) per share :....... $ (0.12) $ (0.70) $ (0.12) $ (0.73)
=========== =========== ============ ============
See notes to consolidated condensed financial statements
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DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF RETAINED EARNINGS
AND ADDITIONAL PAID-IN CAPITAL
SIX MONTHS ENDED JANUARY 31, 1995
(UNAUDITED)
Additional Retained
Paid-in Capital Earnings
--------------- -----------
Balance at beginning of period........................................ $12,137,000 $27,173,000
Net (loss)............................................................ - (745,000)
Adjustment to stock issuance.......................................... (11,000) -
----------- -----------
Balance at end of period.............................................. $12,126,000 $26,428,000
=========== ===========
See notes to consolidated condensed financial statements
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DEP CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
January 31,
---------------------------
OPERATING ACTIVITIES: 1995 1994
----------- -----------
Net (loss)................................................ ($745,000) ($4,601,000)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization........................... 2,759,000 2,709,000
Other................................................... (340,000) 63,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable.............. (90,000) 2,156,000
Increase in inventories................................ (337,000) (3,371,000)
(Increase) decrease in income taxes receivable.......... 2,357,000 (2,179,000)
Decrease in other assets............................... 1,620,000 501,000
Increase (decrease) in accounts payable................ (463,000) 1,533,000
Decrease in accrued expenses........................... (1,019,000) (253,000)
----------- -----------
Net cash provided by (used in) operating activities....... 3,742,000 (3,442,000)
INVESTING ACTIVITIES:
Purchases of property and equipment, net.................. (358,000) (852,000)
Acquisition of Halsa and Agree product lines, net of
inventory acquired of $2,500,000........................ - (45,746,000)
Sale of trademark......................................... 435,000 -
Other, net................................................ (450,000) (400,000)
----------- -----------
Net cash used in investing activities..................... (373,000) (46,998,000)
FINANCING ACTIVITIES:
Proceeds from term loan................................... - 45,000,000
Reductions in term loan................................... (1,958,000) (1,184,000)
Net increase in lines of credit and other long-term debt
including change in current portion..................... 1,732,000 7,076,000
----------- -----------
Net cash (used in) provided by financing activities....... (226,000) 50,892,000
Increase in cash and cash equivalents...................... 3,143,000 452,000
Effect of exchange rate changes on cash.................... 8,000 (9,000)
Cash and cash equivalents at beginning of period........... 947,000 1,062,000
----------- -----------
Cash and cash equivalents at end of period................. $4,098,000 $1,505,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest............................................... $3,208,000 $ 965,000
=========== ===========
Income taxes (refunds)................................. ($2,612,000) $1,848,000
=========== ===========
See notes to consolidated condensed financial statements
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DEP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1:
In the opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to fairly present the financial position as of
January 31, 1995, and the results of operations and the statements of cash flows
for the three and six month periods ended January 31, 1995 and 1994.
The results of operations for the three and six month periods ended January 31,
1995, are not necessarily indicative of the results to be expected for any other
period or for the full year.
These quarterly financial statements should be read in conjunction with the
Company's audited financial statements contained in the annual report on Form
10-K for the year ended July 31, 1994.
Note 2:
Provisions for certain expenses, including coupon redemption and cooperative
advertising, are based on full year assumptions. Such expenses are charged to
operations in the year incurred and are included in the accompanying
consolidated condensed financial statements either equally among the four fiscal
quarters or based upon estimated annual sales.
Note 3:
By its terms, the Company's agreement relating to its Bank Facility obliges it
to maintain certain financial covenants. As a result of the second quarter
operating loss, the Company is currently not in compliance with its consolidated
net worth, interest coverage, working capital and debt to EBITDA covenants.
On March 10, 1995, the Bank Group offered to waive the Company's non-compliance
with these covenants through June 15, 1995, if the Company agreed to hire an
independent consultant within twenty days, present a strategic plan to the Bank
Group within forty-five days thereafter and significantly limit any further
advances on its working capital line during the waiver period. The Company and
the Bank Group are currently negotiating the terms of such a waiver, but there
can be no assurance that an agreement will be reached and a waiver granted by
the Bank Group. As a result, the Company is currently in technical default of
the Bank Facility and it is the position of the Bank Group that the Company is
not entitled to obtain further advances from the Bank Facility's working capital
line without the Bank Group's approval. In addition, due to such technical
default, the debt outstanding under the Bank Facility, which totalled
approximately $60,639,000 at January 31, 1995, has been classified as a current
obligation in accordance with financial accounting requirements.
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Since the inception of the Bank Facility in August 1993, the Company has
consistently made timely payment to the Bank Group of all principal and interest
due under the Bank Facility and currently anticipates continuing to do so for at
least the balance of fiscal 1995, even if the Bank Group refuses to permit the
Company to make any additional borrowing on the working capital line.
Note 4:
Net income per share amounts are computed based on the weighted average number
of shares outstanding, exclusive of treasury shares, plus the shares that would
be outstanding assuming exercise of dilutive stock options, which are considered
common stock equivalents. The number of shares that would be issued upon the
exercise of stock options has been reduced by the number of shares that could
have been purchased from the proceeds at the average market price of the
Company's common stock.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Net sales for the three and six month periods ended January 31, 1995, were
$31,011,000 and $62,352,000, respectively, or 7% and 1% lower than net sales of
$33,345,000 and $63,204,000 for the comparable periods of the prior year.
Consumer Products net sales for the three and six months ended January 31, 1995,
also decreased by 7% and 1%, respectively.
Hair care net sales decreased 2% for the three months ended January 31, 1995,
and increased 5% for the six months ended January 31, 1995. Aggregate net sales
of Agree and Halsa were approximately $6,200,000 and $12,700,000, respectively,
for the three and six month periods ended January 31, 1995, or 14% and 8% lower
than the comparable periods of the prior year. For the three and six month
periods ended January 31, 1995, hair care net sales excluding Agree and Halsa
increased 4% and 10%, respectively, compared to the prior year periods.
Skin care net sales increased 8% and 12%, respectively, for the three and six
month periods ended January 31, 1995, over the comparable periods of the prior
year. All skin care brands reflected sales growth in both of the current
periods.
Topol toothpaste net sales for the three month period ended January 31, 1995,
were approximately equal to the prior year period. However, net sales of Lavoris
mouthwash and Jordan toothbrushes continued to decline due to intense
competitive conditions. Crystal Fresh Lavoris is selling at minimal levels
compared to the prior year and no longer represents a significant component of
oral care sales. As a result, oral care net sales decreased 37% and 35%,
respectively, for the three and six month periods ended January 31, 1995,
compared to the same periods of the prior year.
Domestic net sales of Consumer Products decreased 10% and 9%,
respectively, for the three and six month periods ended January 31, 1995,
compared to the prior year. Aggregate domestic net sales of Agree and Halsa were
approximately $3,900,000 and $7,600,000, respectively, for the three and six
month periods ended January 31, 1995, or 27% and 34% lower than the comparable
periods of the prior year. These declines were offset, in part, by double digit
sales growth of L.A. Looks in both the three and six month periods compared to
the prior year, and by increases in sales of Dep gel products in both such
periods. For the three and six month periods ended January 31, 1995, domestic
net sales of hair care products excluding Agree and Halsa increased 3% and 6%,
respectively, compared to the prior year.
Net sales of international Consumer Products increased 20% and 70%,
respectively, for the three and six months ended January 31, 1995, compared to
the prior year periods, primarily as a result of increased sales of hair care
products. Sales in the current period were primarily driven by higher sales of
the Company's China joint venture which commenced in November 1993. In addition,
through December 31, 1993, Agree products sold in Australia were distributed by
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a licensee and the Company's revenues from Australia reflected only royalty
income equal to a percentage of the licensee's net sales.
Gross profit for the three and six month periods ended January 31, 1995, were
$19,767,000 and $39,987,000, respectively, compared to $19,376,000 and
$39,059,000 for the same periods of the prior year. As a percentage of sales,
gross profits were 64% for the three and six month periods ended January 31,
1995, compared to 58% and 62%, respectively, for the comparable periods of the
prior year. The current fiscal year gross profit percentage approximates
historic rates whereas fiscal 1994 gross profit percentages were adversely
impacted by reserve provisions for packaging inventory changeover obsolescence
and product discontinuation recorded during the three month period ended
January 31, 1994.
For the three and six month periods ended January 31, 1995, selling, general,
and administrative expenses ("SG&A") were $19,855,000 and $38,484,000,
respectively. This compares to $24,613,000 and $43,677,000 for the same periods
of the prior year. As a percentage of net sales, SG&A expenses decreased to 64%
and 62%, respectively, compared with 74% and 69% for the prior year. The
decrease in SG&A in both periods of the current year was the result of the lower
proportion of advertising and promotion expenses incurred in the first half of
the current fiscal year compared to the prior periods. The Company anticipates
that fiscal 1995 advertising and promotion spending, in terms of both dollars
and as a percentage of net sales, will be lower than fiscal 1994 expenditures.
SG&A was also lower due to the higher proportion of international sales in the
current periods, as such sales typically incur lower SG&A expense than domestic
sales. International operations also include the results of licensees where the
Company receives royalty income but does not report sales or related expenses,
and export sales where third party distributors generally incur the advertising
and promotional expenditures. As a result, income from international operations
as a percent of net sales is generally higher than domestic operations.
For the three and six month periods ended January 31, 1995, net other expenses
were $1,527,000 and $3,053,000, respectively, as compared to $1,097,000 and
$2,092,000 for the same periods of the prior year. The increased expense was
primarily due to higher interest expense which resulted from a higher effective
interest rate during the current periods compared to the prior year. Based on
the higher interest rates currently in effect, management anticipates that
interest expense for the remaining quarters of fiscal 1995 will be greater than
that incurred in the comparable periods of fiscal 1994.
The Company provides interim period tax allocations based on its estimated
annual effective tax rate. For the three and six months ended January 31, 1995,
the estimated annual effective tax rate was 52%, as compared to 31% for both
comparable periods of the prior year. The change in the estimated annual
effective tax rate for the current periods was due to the impact of
non-deductible intangible amortization.
For the three and six month periods ended January 31, 1995, the Company recorded
net losses of $779,000 and $745,000, respectively, compared to net losses of
$4,382,000 and $4,601,000
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for the same periods of the prior year. The reduction in the current period
losses from the prior periods was principally due to higher gross profits, lower
SG&A expense and a higher tax benefit, offset by higher interest expense.
Subsequent to January 31, 1995, the Company initiated a plan to reduce its
operating expenses. As part of this plan, the Company laid-off approximately 9%
of its non-production work force in February 1995, reduced the annual base
salary of four top executive officers by 10% and the salary of its Chairman and
President by 15%. The estimated effect of these actions will be to reduce costs
by approximately $1,200,000 annually. The benefit to the third and fourth
quarters of fiscal 1995, net of severance costs, will approximate $81,000 and
$279,000, respectively. In accordance with generally accepted accounting
principles, the severance costs associated with this action will be accounted
for in the fiscal quarter ending April 30, 1995.
Since the acquisition of the Agree and Halsa product lines in August 1993 from
S.C. Johnson & Son, Inc., the Company has experienced continuing declines in the
sales volume of these products. As mentioned herein and as previously reported,
the Company has initiated litigation against S.C. Johnson & Son, Inc. to have
the Agree and Halsa acquisition rescinded. The trial is currently scheduled to
commence on September 12, 1995. As a result of the continuing erosion of the
sales of Agree and Halsa, the Company is evaluating whether such sales decline
is temporary or permanent in nature and what impact, if any, it would have on
the carrying value of the intangible assets aggregating approximately
$37,562,000 at January 31, 1995.
In addition, as mentioned herein under "Liquidity and Capital Resources," as a
result of the loss in the quarter ended January 31, 1995, the Company is not in
compliance with certain covenants relating to its Bank Facility. The Company is
in the process of discussing with the Bank Group waivers or an amendment to the
Bank Facility.
The Company is not presently in a position to determine whether such impairment
of its intangible assets has actually occurred at January 31, 1995, or whether
such impairment, if any, is temporary or permanent in nature. The Company cannot
assess what impact, if any, either the impending litigation against S.C. Johnson
& Son, Inc. or the aforementioned non-compliance with such covenants may have on
the carrying value of the intangible assets at January 31, 1995.
LIQUIDITY AND CAPITAL RESOURCES
By its terms, the Company's agreement relating to its Bank Facility obliges it
to maintain certain financial covenants. As a result of the second quarter
operating loss, the Company is currently not in compliance with its consolidated
net worth, interest coverage, working capital and debt to EBITDA covenants.
On March 10, 1995, the Bank Group offered to waive the Company's non-compliance
with these covenants through June 15, 1995, if the Company agreed to hire an
independent consultant within twenty days, present a strategic plan to the Bank
Group within forty-five days thereafter and significantly limit any further
advances on its working capital line during the waiver period. The Company and
the Bank Group are currently negotiating the terms of such a waiver, but
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there can be no assurance that an agreement will be reached and a waiver granted
by the Bank Group. As a result, the Company is currently in technical default of
the Bank Facility and it is the position of the Bank Group that the Company is
not entitled to obtain further advances from the Bank Facility's working capital
line without the Bank Group's approval. In addition, due to such technical
default, the debt outstanding under the Bank Facility, which totalled
approximately $60,639,000 at January 31, 1995, has been classified as a current
obligation in accordance with financial accounting requirements.
Even if the Company is able to obtain a bank waiver through June 15, 1995,
management anticipates that due to the loss incurred in the second quarter of
this fiscal year, the Company will continue to be out of compliance with the
interest coverage ratio and possibly other covenants in the fourth quarter of
fiscal 1995 and thereafter, unless the Bank Group grants the Company waivers
with respect to the fourth quarter and subsequent periods or agrees to amend the
financial covenants to reflect the Company's then-current operations and
financial condition. There can be no assurance that the Bank Group will grant
such waivers or agree to such amendment.
In light of the Company's current projected earnings and cash flow, management
believes that the Company has the financial resources to maintain its current
level of operations through at least the end of fiscal 1995. The Company intends
to negotiate with the Bank Group to reach an agreement prior to such time for
the long-term working capital needs of the Company. However, there can be no
assurance that it will be able to maintain such level of operations, or that the
Bank Group or another source will provide sufficient working capital to the
Company for such long-term working capital needs or that the Bank Group will not
seek to declare the Company to be in default under the Bank Facility. If the
Company requires and is unable to obtain additional funds, its ability to
continue operations would be curtailed. The Company's ability to borrow from
third parties is significantly limited by the terms of the Bank Facility. In
addition, the Bank Group may take the position that it has the right to declare
immediately due and payable all amounts due under the Bank Facility and to
foreclose upon the collateral pledged by the Company to secure such borrowings.
In such event, the Company may be unable to continue its operations, except to
the extent permitted by the Bank Group.
Since the inception of the Bank Facility in August 1993, the Company has
consistently made timely payment to the Bank Group of all principal and interest
due under the Bank Facility and currently anticipates continuing to do so for at
least the balance of fiscal 1995, even if the Bank Group refuses to permit the
Company to make any additional borrowing on the working capital line. In
addition, in view of the Company's continuing performance of its principal
obligations under the Bank Facility, as well as the highly secured nature of the
Bank Facility and other factors, it is the Company's position that the Bank
Group does not currently have the legal right to declare a default or to
foreclose upon its security based upon the Company's non-compliance with its
financial covenants. However, the Company cannot and does not give any assurance
that its position on this issue would prevail in litigation.
The current bank repayment schedule requires a principal payment of $9,675,000
on December 30, 1995. Based upon the Company's current projections, cash
generated from
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operations will not be sufficient to pay such amount without the sale of assets
or receipt of proceeds from the pending S.C. Johnson & Son, Inc. litigation
prior to such date. Accordingly, management is endeavoring to sell assets in
order to make the December 30, 1995, principal payment. Management believes that
it will be able to conclude a timely divestiture of assets which will enable it
to comply with such principal repayment obligation. However, there can be no
assurance that the Company will have sufficient funds available to make such
principal payment.
Due to the reclassification of $47,739,000 of the outstanding balance of the
Bank Facility as current debt, as of January 31, 1995, the Company had a working
capital deficiency of $35,075,000 compared to positive working capital of
$20,416,000 at July 31, 1994.
In addition, working capital for the period ended January 31, 1995, was affected
by reductions in income taxes receivable and other current assets but offset, in
part, by decreased accrued expenses and accounts payable. The reduction in
income taxes receivable resulted from the receipt of income tax refunds relating
to the prior fiscal year; the decrease in other current assets was primarily due
to prepaid advertising at July 31, 1994, which did not repeat in the current
period; the reduction in accrued expenses was primarily the result of the timing
of promotional events, while the decrease in accounts payable related to the
timing of other SG&A and inventory expenditures.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In the opinion of management, there are no pending
legal proceedings which will have a material adverse
effect on the Company's financial condition, results
of operations or liquidity, including DEP v. S.C.
Johnson & Son, Inc., which is referenced in Item 3 to
the Form 10-K filed with respect to the fiscal year
ended July 31, 1994.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K:
a. Exhibits
11 Statement re: Computation of per share earnings
27 Financial Data Schedule
b. Reports
The Company filed a Form 8-K on January 16,
1995, setting forth under Item 5 a description of
(i) the exception granted to the Company by the
NASDAQ Stock Market, Inc., as concerns the net
tangible assets requirement for National Market
System Securities, (ii) an Indemnification
Agreement for the Company's officers and
directors, (iii) Amendment to the Company's
Bylaws and (iv) voting results of the December 9,
1994, Annual Meeting of Stockholders.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
DEP CORPORATION
Date: March 17, 1995 /s/ Grant Johnson
------------------
Grant Johnson
Vice President,
Principal Financial Officer and
Chief Accounting Officer
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EXHIBIT INDEX
EXHIBIT
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11 Computation of Per Share Earnings
27 Financial data schedule