-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1wSbz0JycUNRzv8D4K8/sFIE+pJtBoQWtf8uORXt4o4uaLyMlj6pO8rvOdUh0af ZVdEYwvvSK7pNYrkczKzqA== 0000950131-03-002280.txt : 20030424 0000950131-03-002280.hdr.sgml : 20030424 20030424143119 ACCESSION NUMBER: 0000950131-03-002280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030423 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBERTO CULVER CO CENTRAL INDEX KEY: 0000003327 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 362257936 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05050 FILM NUMBER: 03661989 BUSINESS ADDRESS: STREET 1: 2525 ARMITAGE AVE CITY: MELROSE PARK STATE: IL ZIP: 60160 BUSINESS PHONE: 7084503039 MAIL ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 8-K 1 d8k.htm FORM 8-K Form 8-K

 


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 23, 2003

 


 

ALBERTO-CULVER COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

  

1-5050

  

36-2257936

(State or other jurisdiction of

  

(Commission File

  

(IRS Employer

incorporation or organization)

  

Number)

  

Identification No.)

 

2525 Armitage Avenue

Melrose Park, Illinois 60160

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (708) 450-3000

 


 



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

 

The following exhibits are included herein:

 

Number


  

Description


99(a)

  

Dow Jones Newswires article dated April 23, 2003

99(b)

  

Press Release dated April 24, 2003

 

ITEM 9.  REGULATION FD DISCLOSURE

 

The following information is being provided under Item 12—Results of Operations and Financial Condition. It is being furnished under Item 9 of this Form 8-K in accordance with interim guidance issued by the SEC in release No. 33-8216. The furnishing of these materials is not intended to constitute a representation that such furnishing is required by Regulation FD or that the materials include material investor information that is not otherwise publicly available.

 

The company was interviewed by Dow Jones Newswires on April 23, 2003. The full text of the article is attached as Exhibit 99(a).

 

On April 24, 2003, Alberto-Culver Company issued a press release announcing its financial results for the second quarter ended March 31, 2003. The full text of the press release is attached hereto as Exhibit 99(b).

 

 

2


 

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.

 

 

 

ALBERTO-CULVER COMPANY

By:

 

/s/    WILLIAM J. CERNUGEL         


   

William J. Cernugel

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

 

April 24, 2003

 

3

EX-99.A 3 dex99a.htm DOW JONES NEWSWIRE ARTICLE DATED APRIL 23, 2003 Dow Jones Newswire Article dated April 23, 2003

Exhibit 99(a)

 

Alberto-Culver Sees 2Q Topping Analysts’ EPS View Of 62c

 

By CHRISTINA CHEDDAR BERK

Of DOW JONES NEWSWIRES

 

NEW YORK — If Alberto-Culver Co.’s (ACVA, ACV) fiscal second-quarter results are any measure, consumers aren’t looking to personal care when they are pinching their pennies.

 

The Melrose Park, Ill., maker of Alberto V05, St. Ives, and Tresemme hair- and skin-care products expects its earnings will top Wall Street’s expectations of 62 cents a share by about a penny on sales that will climb at a high-single-digit percentage rate.

 

Last year, Alberto-Culver earned 55 cents a share in the March quarter.

 

“We had a very fine quarter, particularly in light of the severe winter weather, the late Easter period, the negative economy, and the war in Iraq,” said President and Chief Executive Howard B. Bernick in an interview with Dow Jones Newswires Wednesday.

 

Alberto-Culver plans to release its second-quarter results on Thursday at about 10:30 a.m. EDT. A conference call is set for 3:30 p.m. EDT.

 

Although retail traffic was slowed by severe winter weather—especially in the northeastern U.S. on President’s Day weekend—and by heightened terrorist concerns, both Alberto-Culver’s professional-beauty-care business and its consumer-packaged-goods operations performed well, according to Bernick.

 

“We’re a very recession-resistant business, as we perform in both good times and in bad times,” Bernick said.

 

Alberto-Culver has been one of the more consistent companies in the personal-care sector, with earnings increasing steadily over the past 11 years. Bernick’s goal is to continue the company’s streak, and he’s off to a good start to achieve this milestone this fiscal year.

 

Sales of Alberto-Culver’s consumer hair-care and skin-care products are both growing faster than the overall category, according to the executive. For example, the St. Ives business is likely to post sales growth of 30% in the latest period, Bernick said.

 

“The very cold year helped lotion sales,” he explained.

 

The company also continues to extend its product lines with new scents and formulations, and to improve its advertising to compete with its rivals, which include consumer products giants Procter & Gamble Co. (PG), Unilever NV (UN) and France’s L’Oreal SA (F.ORE).


 

These three companies have brought some high-profile hair-care products to market this year, but Alberto-Culver expects it will be able to ride out this period of heightened competition just as it has in the past.

 

“Alberto VO5 has stood the test of time,” Bernick said. “Even in its 50th year, it is bigger in the U.S. than at any time in its history.”

 

This isn’t something most shampoo makers can say. Most consumers are fickle about their follicles. Often, consumers make a decision about which brand to buy while standing in the store aisle.

 

Sally Beauty and Beauty Systems Group, which sells beauty supplies to the professional hair-care market, will likely see same-store sales slow slightly in the latest period.

 

In the past, the division has supplemented its organic growth with acquisitions, but its most recent deal, the $100 million purchase of Texas-based Armstrong-McCall, had its anniversary in the first quarter. Sometime within the next six to 12 months, the company expects to add to its business with an acquisition, Bernick said.

 

At Sally’s international business, the company is “enjoying fantastic growth,” Bernick said.

 

Although Alberto-Culver uses a number of petroleum-based materials to manufacture its products, the company is managing the higher energy-related costs well, according to Bernick.

 

“We expect to be able to continue to offset these costs,” he said.

 

The executive also continues to advocate switching to one class of common stock. Although a final decision by the company’s board isn’t imminent, Bernick expects a change may be made by the end of the calendar year.

 

Alberto-Culver’s Class A shares closed Wednesday on the New York Stock Exchange at $47.02, up 47 cents, or 1% from a previous close. The company’s Class B shares ended the day at $48.76, up 50 cents, or 1%.

 

The Class B shares, which are more widely traded, are off 10.7% in the past 12 months.

 

–By Christina Cheddar Berk, Dow Jones Newswires; 201-938-5166;

christina.cheddar@dowjones.com

 

Updated April 23, 2003 6:15 p.m.

 


 

This article contains forward-looking statements. These statements are based on Alberto-Culver management’s current assessment of its markets and businesses. There are risks and uncertainties that could have an impact on these statements in the


future. Some of the factors that could cause actual results to differ from these current projections include: the pattern of brand sales, competitive activity in each of our markets, loss of distribution rights, risks inherent in acquisitions and strategic alliances, loss of one or more key employees, the effects of a prolonged United States or global economic downturn or recession, changes in costs, unanticipated legal proceedings, variations in currency exchange rates, changes in political, economic or other external factors over which the company has no control. The company is not obligated to update any forward-looking statement in this article.

EX-99.B 4 dex99b.htm PRESS RELEASE DATED APRIL 24, 2003 Press Release dated April 24, 2003

 

Exhibit 99(b)

 

FOR IMMEDIATE RELEASE

 

For further information, contact

    

Wesley Davidson

  

708-450-3145

    

Dan Stone

  

708-450-3005

    

 

Alberto-Culver Continues Sales and Earnings Growth

In 2003 Second Quarter, First Half;

Notches First $700MM Sales Quarter

 

Melrose Park, IL (April 24, 2003)—The Alberto-Culver Company (NYSE: ACVA, ACV) today reported a 15.9 percent increase in its net earnings on a sales increase of 7.5 percent for the second quarter of its fiscal year 2003 which ended March 31, 2003. For the first half of the fiscal year company net earnings increased 19.3 percent on a 10.4 percent sales increase. Net earnings for the quarter were $37.9 million versus $32.7 million for the second quarter of fiscal year 2002. Net earnings for the half were $73.9 million compared to $61.9 million.

 

Diluted earnings per share for the quarter were 63 cents, compared with 55 cents in the prior year. Basic earnings per share for the quarter were 65 cents versus 57 cents in fiscal 2002. For the first half, diluted earnings per share were $1.23 and basic earnings per share were $1.27 compared with $1.05 and $1.09 respectively in the first half of fiscal 2002.

 

Sales for the quarter increased to $707 million compared to $657.8 million in the prior year, marking the first quarter in the company’s history in which it had achieved over $700 million in sales. For the half, total company sales were $1.4 billion compared to first half fiscal 2002 sales of $1.27 billion.

 

-more-


Alberto-Culver Earnings—Fiscal 2003 Second Quarter, 6 Months                                                                                           Page  2

 

Howard B. Bernick, President and Chief Executive Officer of Alberto-Culver, said that he was encouraged that the company’s consumer packaged goods and professional beauty supply distribution businesses had again been able to achieve very positive top and bottom line growth results “in a quarter impacted by very difficult winter weather conditions, this year’s late timing of the Easter holiday and a worldwide retail shopping slowdown caused by sluggish economies and the war in Iraq.”

 

“We have continued to see significant strength in our St. Ives skin care business in North America and in our global hair care businesses, driven by Alberto VO5 and TRESemme as we continue to outpace the categories in which we compete. Worldwide consumer product sales and profits were each up at double-digit rates for the quarter” Mr. Bernick added. “Sally and Beauty Systems Group – the world’s largest professional beauty products distributors — continued to grow steadily as well, achieving record sales and record earnings results for the quarter and the six-months.”

 

“In intensely competitive categories, and in an unsettled economic environment, we continue to execute well,” Mr. Bernick said. “In addition to maintaining a solid sales growth pace, we have been able to continue a focus on controlling costs and using the contributions from our efforts both to reinvest in our businesses while continuing to improve profit margins again this year as well.”

 

Mr. Bernick concluded that he believed the company’s strong first half had positioned Alberto-Culver to be able to produce its twelfth consecutive year of record sales and record profits for the 2003 fiscal year ending September 30.

 

Also today, the Alberto-Culver Board of Directors approved the payment of the company’s regular quarterly cash dividend of 10.5 cents per share on both the company’s ACV and ACVA shares. The dividend will be paid May 20, 2003 to stockholders of record May 5, 2003.

 

-more-


Alberto-Culver Earnings—Fiscal 2003 Second Quarter, 6 Months                                                                                           Page  3

 

 

Corporate Conference Call Details

 

Mr. Bernick said the company would discuss the second quarter and first half results with investors in a conference call to be held today— April 24—at 3:30pm EDT. The dial-in number for the call is 888-792-1093. The number for a replay of the conference call—available for seven days—is 888-266-2081, passcode 6470488. The call and a replay will also be available on the internet for 30 days at www.alberto.com in the Financials section and at www.companyboardroom.com.

 

Alberto-Culver Company manufactures, distributes and markets leading personal care products including Alberto VO5, St. Ives and TRESemme in the United States and internationally. The Pro-Line International unit is the second largest producer in the world of products for the ethnic hair care market. Sally Beauty Company is the world’s number one marketer of professional beauty care products through its chain of domestic and international Sally stores. Beauty Systems Group is a network of stores and professional sales consultants selling exclusive professional beauty care brands from manufacturers such as Matrix, Redken, Paul Mitchell, Graham Webb and Sebastian to salon owners, salon professionals and franchisees.

 

This press release contains forward-looking statements. These statements are based on Alberto-Culver management’s current assessment of its markets and businesses. There are risks and uncertainties that could have an impact on these statements in the future. Some of the factors that could cause actual results to differ from these current projections include: the pattern of brand sales, competitive activity in each of our markets, loss of distribution rights, risks inherent in acquisitions and strategic alliances, loss of one or more key employees, the effects of a prolonged United States or global economic downturn or recession, changes in costs, unanticipated legal proceedings, variations in currency exchange rates, changes in political, economic or other external factors over which the company has no control. The company is not obligated to update any forward-looking statement in this release.

 

-more-


Alberto-Culver Earnings—Fiscal 2003 Second Quarter, 6 Months                                                                                           Page  4

 

 

Consolidated Condensed Statements of Earnings (Unaudited)

 

Three Months Ended March 31


  

2003


  

2002


Net sales

  

$

706,956,000

  

657,762,000

Cost of products sold

  

 

349,068,000

  

336,822,000

    

  

Gross profit

  

 

357,888,000

  

320,940,000

Advertising, marketing, selling and administrative

  

 

293,006,000

  

264,554,000

    

  

Operating earnings

  

 

64,882,000

  

56,386,000

Net interest expense

  

 

5,734,000

  

6,155,000

    

  

Earnings before income taxes

  

 

59,148,000

  

50,231,000

Provision for income taxes

  

 

21,293,000

  

17,581,000

    

  

Net earnings

  

$

37,855,000

  

32,650,000

    

  

Net earnings per share:

           

Basic

  

 

$0.65

  

0.57

Diluted

  

 

$0.63

  

0.55

Weighted average shares outstanding:

           

Basic

  

 

58,216,000

  

57,309,000

Diluted

  

 

59,996,000

  

59,299,000

Six Months Ended March 31


  

2003


  

2002


Net sales

  

$

1,403,732,000

  

1,272,022,000

Cost of products sold

  

 

701,356,000

  

647,407,000

    

  

Gross profit

  

 

702,376,000

  

624,615,000

Advertising, marketing, selling and administrative

  

 

575,637,000

  

517,833,000

    

  

Operating earnings

  

 

126,739,000

  

106,782,000

Net interest expense

  

 

11,316,000

  

11,484,000

    

  

Earnings before income taxes

  

 

115,423,000

  

95,298,000

Provision for income taxes

  

 

41,552,000

  

33,354,000

    

  

Net earnings

  

$

73,871,000

  

61,944,000

    

  

Net earnings per share:

           

Basic

  

 

$1.27

  

1.09

Diluted

  

 

$1.23

  

1.05

Weighted average shares outstanding:

           

Basic

  

 

58,109,000

  

57,077,000

Diluted

  

 

59,872,000

  

58,890,000

 

-more-


Alberto-Culver Earnings—Fiscal 2003 Second Quarter, 6 Months                                                                                           Page  5

 

Consolidated Condensed Balance Sheets (Unaudited)

 

    

March 31


    

2003


  

2002


Assets

           

Cash, cash equivalents and short-term investments

  

$

246,893,000

  

100,569,000

Accounts receivable, net

  

 

204,988,000

  

208,733,000

Inventories

  

 

547,138,000

  

508,927,000

Other current assets

  

 

40,079,000

  

23,844,000

    

  

Total current assets

  

 

1,039,098,000

  

842,073,000

Property, plant and equipment, net

  

 

248,533,000

  

247,081,000

Goodwill and trade names, net

  

 

431,097,000

  

408,625,000

Other assets, net

  

 

72,916,000

  

63,896,000

    

  

Total assets

  

$

1,791,644,000

  

1,561,675,000

    

  

Liabilities and Stockholders’ Equity

           

Short-term borrowings and current maturities of long-term debt

  

$

3,357,000

  

3,268,000

Accounts payable, accrued expenses and income taxes

  

 

424,059,000

  

395,723,000

    

  

Total current liabilities

  

 

427,416,000

  

398,991,000

Long-term debt

  

 

320,284,000

  

321,122,000

Other liabilities and deferred taxes

  

 

89,750,000

  

69,241,000

Stockholders’ equity

  

 

954,194,000

  

772,321,000

    

  

Total liabilities and stockholders’ equity

  

$

1,791,644,000

  

1,561,675,000

    

  

 

 

###

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