EX-99 2 dex99.htm PRESS RELEASE Press Release

Exhibit 99

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FOR IMMEDIATE RELEASE        For further information, contact
       Wesley Davidson    708-450-3145
       Doug Craney    708-450-3117

Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal 2006 Results; Increases Dividend by 13%

Melrose Park, IL, (April 27, 2006) – Alberto-Culver Company (NYSE: ACV) today announced record sales and record profits for the second quarter and first half of fiscal 2006, which ended on March 31, 2006. Second quarter 2006 sales increased 7.1% to $946.8 million while net earnings increased 15.8% to $56.9 million including non-core items. Diluted net earnings per share were 61 cents in the current quarter, after the deduction of 2 cents for stock option expense and 1 cent for Sally spin/merge transaction costs, versus 53 cents per share last year after a 2 cent deduction for the non-cash charge relating to the conversion to a single class of stock.

Excluding non-core items, net earnings were up 16.5% in the second quarter to $59.9 million from $51.4 million in the prior year. Second quarter diluted net earnings per share were 64 cents compared to 55 cents in 2005 excluding the non-core items.

Sales for the fiscal 2006 first half grew by 6.6% to $1.85 billion. Net earnings for the first half including non-core items increased 10.6% to $109.0 million. Diluted net earnings per share for the current six month period were $1.17, after the deduction of 7 cents for stock option expense and 4 cents for Sally spin/merge transaction costs, versus $1.06 per share in the prior year after a 5 cent deduction for the non-cash charge relating to the conversion to a single class of stock

Excluding non-core items, net earnings increased 15.2% in the first half to $119.0 million from $103.3 million in the prior year. First half diluted net earnings per share improved to $1.28 from $1.11 last year excluding the non-core items.

Commenting on the quarter, Alberto-Culver President and Chief Executive Officer Howard Bernick said, “We are very pleased with our 2006 fiscal year-to-date results. In the consumer business, our second quarter sales growth was greatly enhanced by the Nexxus retail launch and continued strong performance from our TRESemmé hair care range again this quarter. Corporate second quarter advertising increased by almost 40% versus the prior year, much of this related to the Nexxus launch.”


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 2
2006 Results; Increases Dividend by 13%   

Mr. Bernick continued, “Our Sally store business recorded good sales growth and double-digit earnings growth in the quarter, an impressive accomplishment in a very competitive retail environment. Beauty Systems Group (BSG) also recorded a good second quarter. It was in the 2005 second quarter that BSG was faced with certain challenges related to distribution changes in the United States, in addition to acquisition and integration expenses associated with the West Coast Beauty Supply and CosmoProf acquisitions in December, 2003 and December, 2004, respectively. During the last twelve months, BSG has made progress in addressing many challenges as evidenced by its second quarter results. BSG sales increased and second quarter operating margins rose significantly to 7.0% versus 4.9% last year. We continue to work towards improving our BSG businesses by way of building stronger relationships with our vendors, opening new stores, strengthening our sales forces and controlling product diversion while continuing to focus on servicing hundreds of thousands of beauty salons and more than a million professional stylists.”

The Company ended the quarter with 2,465 Sally stores in the U.S., Canada, Mexico, Puerto Rico, the U.K., Ireland, Germany and Japan and our Beauty Systems Group had 825 stores and 1,181 professional distributor sales consultants at March 31, 2006.

Mr. Bernick added, “In reflecting on the April 5th Alberto-Culver Board of Directors’ announcement withdrawing its recommendation to approve the proposed Sally/BSG spin/merge with Regis Corporation, I believe terminating the merger agreement due to the circumstances which occurred was the right course of action for Alberto-Culver and its shareholders. We will record in the fiscal third quarter ending June 30 the previously disclosed $50 million break up fee that will result in an after-tax charge of $31.3 million or 34 cents per share. Looking forward, it is important to note that each of our businesses remains strong. We are on track for fiscal 2006 to be our fifteenth consecutive record sales and record earnings year. Furthermore, Alberto-Culver will continue to build its businesses and explore acquisitions and other strategic alternatives as we remain focused and committed to operating the Company in the interest of building shareholder value over the long-term.”


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 3
2006 Results; Increases Dividend by 13%   

Carol L. Bernick, Alberto-Culver Company Chairman of the Board, said, “While no single quarter defines a year, we are very pleased with these positive results, particularly in light of the substantial demands on our employees in the now terminated spin/merge of Sally Holdings, Inc. into Regis Corporation. Our impressive second quarter and six month results reflect strong contributions from both the teams in our beauty supply distribution businesses—Sally Beauty Supply and Beauty Systems Group—and our Alberto-Culver Consumer Products Worldwide team.”

Mrs. Bernick also announced today that the Company’s board of directors approved a 13% increase in the Company’s cash dividend from an annual rate of 46 cents per share to 52 cents per share, paid quarterly at the rate of 13 cents per share. The increased dividend will be paid on May 19, 2006 to shareholders of record on May 8, 2006. The Company has continuously paid a quarterly cash dividend since 1967 and today’s action represents the Company’s 22nd consecutive annual cash dividend increase.

The Company had three non-core items impacting its financial results in fiscal year 2006: stock option expense recorded in accordance with Statement of Financial Accounting Standards (SFAS) No. 123 (R); fees and expenses related to the terminated spin/merge of Sally into Regis Corporation; and a non-cash charge related to the Company’s conversion to one class of common stock. In addition, the non-cash charge from conversion to one class of common stock also impacted the second quarter and first half of fiscal year 2005.

Effective October 1, 2005, the Company adopted SFAS No. 123 (R) pertaining to the expensing of stock options. As allowed by the statement, the Company elected not to restate its previously issued financial statements and instead adopted SFAS No. 123 (R) on a “modified prospective” basis. The Company recorded stock option expense in the second quarter of fiscal year 2006 that reduced pre-tax earnings by $3.1 million ($2.0 million after tax) and basic and diluted net earnings per share by 2 cents. For the six months ended March 31, 2006, stock option expense reduced pre-tax earnings by $10.0 million ($6.5 million after tax) and basic and diluted net earnings per share by 7 cents. The stock option expense recorded in fiscal year 2006 had no effect on the operating profits or cash flows of the Company’s business segments or on the consolidated cash flows of the Company.


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 4
2006 Results; Increases Dividend by 13%   

In connection with the proposed Sally spin/merge with Regis Corporation that was terminated in early April, the Company incurred transaction expenses, mainly legal and investment banking fees. These expenses reduced fiscal year 2006 second quarter pre-tax earnings by $3.6 million ($1.0 million after tax which includes a tax benefit for transaction expenses not previously tax deductible) and basic and diluted net earnings per share by 1 cent. For the six months ended March 31, 2006, transaction related expenses reduced pre-tax earnings by $5.7 million ($3.5 million after tax) and basic and diluted net earnings per share by 4 cents.

Prior to the adoption of SFAS No. 123 (R), U.S. generally accepted accounting principles (GAAP) required that the Company record a non-cash charge due to the remeasurement of the intrinsic value of stock options affected by the November, 2003 conversion to a single class of common stock. GAAP did not allow the Company to record the entire non-cash charge related to the share conversion immediately when it took place during the fiscal 2004 first quarter. In fiscal year 2005, the non-cash charge reduced pre-tax earnings in the second quarter by $3.6 million ($2.3 million after tax) and basic and diluted net earnings per share by 2 cents. For the first half of fiscal year 2005, the non-cash charge reduced pre-tax earnings by $7.4 million ($4.8 million after-tax) and basic and diluted net earnings per share by 5 cents. Due to the adoption of SFAS No. 123 (R) effective October 1, 2005, the amount of the non-cash charge impacting the second quarter and first half of fiscal year 2006 was nearly zero. The non-cash charge relates to a change in the capital structure of the Company rather than the normal operations of the Company’s core businesses and had no effect on the operating profits or cash flows of the Company’s business segments or on the consolidated cash flows of the Company.

Due to the disclosure of financial results excluding non-core items, this press release contains certain non-GAAP financial measures as defined by Regulation G of the Securities and Exchange Commission. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures is included as a schedule to this release and can also be found on the Company’s web site at www.alberto.com.

Mr. Bernick said the Company would discuss second quarter and first-half fiscal year 2006 results with investors in a call to be held later today (Thursday, April 27) at 3 p.m. ET. The dial-in numbers for the call are 800-811-0667 or 913-981-4901. The numbers for a replay of the conference call are 888-203-1112 or 719-457-0820 and will be available through Saturday, May 27, 2006. The pass code is 3564782. The call and a replay will also be available on the internet for 30 days at www.alberto.com in the Investing Section, and at www.earnings.com.


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 5
2006 Results; Increases Dividend by 13%   

Alberto-Culver Company manufactures, distributes and markets leading personal care products including Alberto VO5, St. Ives, TRESemmé and Nexxus in the United States and internationally. Several of its household/grocery products such as Mrs. Dash and Static Guard are niche category leaders in the U.S. Its Pro-Line International unit is the second largest producer in the world of products for the ethnic hair care market with leading brands including Motions and Soft & Beautiful. Its Cederroth International unit is a major consumer goods marketer in the Nordic countries. 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 such as Matrix, Redken, Paul Mitchell, Wella, L’Oreal, Graham Webb and Sebastian exclusively to salon owners, salon professionals and franchisees.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Alberto-Culver’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the pattern of brand sales; loss of distributorship rights; competition within the relevant product markets; loss of one or more key employees; risks inherent in acquisitions, divestitures and strategic alliances; sales by unauthorized distributors in Alberto-Culver Company’s exclusive markets; the effects of a prolonged United States or global economic downturn or recession; changes in costs; the costs and effects of unanticipated legal or administrative proceedings; health epidemics; adverse weather conditions; and variations in political, economic or other factors such as currency exchange rates, inflation rates, interest rates, tax changes, legal and regulatory changes or other external factors over which Alberto-Culver has no control. These forward-looking statements speak only as of the time first made, and no undertaking has been made to update or revise them as more information becomes available. Additional factors that could cause Alberto-Culver’s results to differ materially from those described in the forward-looking statements can be found in the Company’s 2005 Annual Report on Form 10-K filed with the SEC and available at the SEC’s internet site (http://www.sec.gov).


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 6
2006 Results; Increases Dividend by 13%   

Consolidated Condensed Statements of Earnings (Unaudited)

(in thousands, except per share data)

 

 

Three Months Ended March 31, 2006 and 2005

   2006    2005

Net sales

   $ 946,778    884,075

Cost of products sold (1)

     477,052    459,854
           

Gross profit

     469,726    424,221

Advertising, marketing, selling and administrative (1) (2)

     380,298    342,890

Sally spin/merge transaction expenses (3)

     3,634    —  

Non-cash charge related to conversion to one class of common stock

     1    3,588
           

Operating earnings

     85,793    77,743

Interest expense, net

     1,217    2,238
           

Earnings before income taxes

     84,576    75,505

Provision for income taxes

     27,725    26,427
           

Net earnings

   $ 56,851    49,078
           

Net earnings per share:

     

Basic

   $ .62    .54

Diluted

   $ .61    .53

Weighted average shares outstanding:

     

Basic

     92,322    91,324

Diluted

     93,174    93,163

Six Months Ended March 31, 2006 and 2005

   2006    2005

Net sales

   $ 1,845,043    1,731,609

Cost of products sold (1)

     947,378    901,389
           

Gross profit

     897,665    830,220

Advertising, marketing, selling and administrative (1) (2)

     723,047    667,337

Sally spin/merge transaction expenses (3)

     5,658    —  

Non-cash charge related to conversion to one class of common stock

     2    7,378
           

Operating earnings

     168,958    155,505

Interest expense, net

     2,766    3,972
           

Earnings before income taxes

     166,192    151,533

Provision for income taxes

     57,238    53,037
           

Net earnings

   $ 108,954    98,496
           

Net earnings per share:

     

Basic

   $ 1.18    1.08

Diluted

   $ 1.17    1.06

Weighted average shares outstanding:

     

Basic

     92,087    91,022

Diluted

     92,863    92,688

(1) The company reclassified certain shipping and handling expenses for the Beauty Supply Distribution business from advertising, marketing, selling and administrative expenses to cost of products sold for all periods presented. The reclassifications had no effect on earnings.
(2) Advertising, marketing, selling and administrative expenses include $3,070 and $10,026 of stock option expense recorded during the second quarter and the first half of fiscal year 2006, respectively, in accordance with SFAS No. 123 (R), which was adopted effective October 1, 2005.
(3) Transaction expenses include mainly legal and investment banking fees incurred in connection with the proposed spin/merge of Sally Holdings, Inc. with Regis Corporation which was terminated in April, 2006.


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 7
2006 Results; Increases Dividend by 13%   

Consolidated Condensed Balance Sheets (Unaudited)

(in thousands)

 

     March 31
     2006    2005

Assets

     

Cash, cash equivalents and short-term investments

   $ 221,784    106,225

Accounts receivable, net

     281,978    278,876

Inventories

     740,261    696,755

Other current assets

     48,442    40,117
           

Total current assets

     1,292,465    1,121,973

Property, plant and equipment, net

     348,295    327,494

Goodwill and trade names

     689,244    652,619

Other assets, net

     85,391    83,340
           

Total assets

   $ 2,415,395    2,185,426
           

Liabilities and Stockholders’ Equity

     

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

   $ 876    1,053

Accounts payable, accrued expenses and income taxes

     539,985    512,797
           

Total current liabilities

     540,861    513,850

Long-term debt

     122,099    124,665

Other liabilities and deferred taxes

     108,835    104,035

Stockholders’ equity

     1,643,600    1,442,876
           

Total liabilities and stockholders’ equity

   $ 2,415,395    2,185,426
           


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 8
2006 Results; Increases Dividend by 13%   

Segment Data (Unaudited)

(in thousands)

 

Three Months Ended March 31, 2006 and 2005

   2006     2005  

Net Sales:

    

Global Consumer Products

   $ 373,182     330,194  

Beauty Supply Distribution:

    

Sally Beauty Supply

     353,059     336,118  

Beauty Systems Group

     228,042     224,409  
              

Total

     581,101     560,527  

Eliminations

     (7,505 )   (6,646 )
              
   $ 946,778     884,075  
              

Earnings Before Income Taxes:

    

Global Consumer Products

   $ 30,490     30,102  

Beauty Supply Distribution:

    

Sally Beauty Supply

     48,263     40,866  

Beauty Systems Group

     16,024     11,037  
              

Total

     64,287     51,903  
              

Segment operating profit

     94,777     82,005  

Unallocated expenses

     (2,279 )   (674 )

Stock option expense (1)

     (3,070 )   —    

Sally spin/merge transaction expenses (2)

     (3,634 )   —    

Non-cash charge related to conversion to one class of common stock

     (1 )   (3,588 )

Interest expense, net

     (1,217 )   (2,238 )
              
   $ 84,576     75,505  
              

Six Months Ended March 31, 2006 and 2005

   2006     2005  

Net Sales:

    

Global Consumer Products

   $ 692,087     633,929  

Beauty Supply Distribution:

    

Sally Beauty Supply

     703,041     673,909  

Beauty Systems Group

     464,415     437,428  
              

Total

     1,167,456     1,111,337  

Eliminations

     (14,500 )   (13,657 )
              
   $ 1,845,043     1,731,609  
              

Earnings Before Income Taxes:

    

Global Consumer Products

   $ 61,913     57,506  

Beauty Supply Distribution:

    

Sally Beauty Supply

     95,536     82,924  

Beauty Systems Group

     32,863     26,198  
              

Total

     128,399     109,122  
              

Segment operating profit

     190,312     166,628  

Unallocated expenses

     (5,668 )   (3,745 )

Stock option expense (1)

     (10,026 )   —    

Sally spin/merge transaction expenses (2)

     (5,658 )   —    

Non-cash charge related to conversion to one class of common stock

     (2 )   (7,378 )

Interest expense, net

     (2,766 )   (3,972 )
              
   $ 166,192     151,533  
              

(1) Beginning October 1, 2005, the Company has recorded stock option expense in accordance with SFAS No. 123 (R).
(2) Transaction expenses include mainly legal and investment banking fees incurred in connection with the proposed spin/merge of Sally Holdings, Inc. with Regis Corporation which was terminated in April, 2006.


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 9
2006 Results; Increases Dividend by 13%   

Schedule - Reconciliation of Non-GAAP Financial Measures

The Company’s press release announcing results of operations for the three and six months ended March 31, 2006 includes references to certain of the following “non-GAAP financial measures” as defined by Regulation G of the Securities and Exchange Commission:

 

    Pre-tax earnings excluding non-core items

 

    Net earnings excluding non-core items

 

    Basic net earnings per share excluding non-core items

 

    Diluted net earnings per share excluding non-core items

 

    Organic sales growth

As discussed in the press release, the Company had three non-core items impacting its financial results in fiscal year 2006: stock option expense recorded in accordance with SFAS No. 123 (R); fees and expenses related to the terminated spin/merge of Sally Holdings, Inc. into Regis Corporation; and a non-cash charge related to the Company’s conversion to one class of common stock. In addition, the non-cash charge from conversion to one class of common stock also impacted the second quarter and first half of fiscal year 2005.

Effective October 1, 2005, the Company adopted SFAS No. 123 (R) pertaining to the expensing of stock options. As allowed by the statement, the Company elected not to restate its previously issued financial statements and instead adopted SFAS No. 123 (R) on a “modified prospective” basis. The Company recorded stock option expense in the second quarter of fiscal year 2006 that reduced pre-tax earnings by $3.1 million ($2.0 million after tax) and basic and diluted net earnings per share by 2 cents. For the six months ended March 31, 2006, stock option expense reduced pre-tax earnings by $10.0 million ($6.5 million after tax) and basic and diluted net earnings per share by 7 cents. The stock option expense recorded in fiscal year 2006 had no effect on the operating profits or cash flows of the Company’s business segments or on the consolidated cash flows of the Company.

In connection with the proposed tax-free spin/merge of Sally Holdings, Inc. with Regis Corporation that was terminated in early April, the Company incurred transaction expenses, mainly legal and investment banking fees. These expenses reduced fiscal year 2006 second quarter pre-tax earnings by $3.6 million ($1.0 million after tax which includes a tax benefit for transaction expenses not previously tax deductible) and basic and diluted net earnings per share by 1 cent. For the six months ended March 31, 2006, transaction related expenses reduced pre-tax earnings by $5.7 million ($3.5 million after tax) and basic and diluted net earnings per share by 4 cents.

Prior to the adoption of SFAS No. 123 (R), GAAP required that the Company record a non-cash charge due to the remeasurement of the intrinsic value of stock options affected by the November, 2003 conversion to a single class of common stock. GAAP did not allow the Company to record the entire non-cash charge related to the share conversion immediately when it took place during the fiscal 2004 first quarter. In fiscal year 2005, the non-cash charge reduced pre-tax earnings in the second quarter by $3.6 million ($2.3 million after tax) and basic and diluted net earnings per share by 2 cents. For the first half of fiscal year 2005, the non-cash charge reduced pre-tax earnings by $7.4 million ($4.8 million after tax) and basic and diluted net earnings per share by 5 cents. Due to the adoption of SFAS No. 123 (R) effective October 1, 2005, the amount of the non-cash charge impacting the second quarter and first half of fiscal year 2006 was nearly zero. The non-cash charge relates to a change in the capital structure of the Company rather than the normal operations of the Company’s core businesses and had no effect on the operating profits or cash flows of the Company’s business segments or on the consolidated cash flows of the Company.


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 10
2006 Results; Increases Dividend by 13%   

Schedule - Reconciliation of Non-GAAP Financial Measures (continued)

Reconciliations of these non-GAAP financial measures to their most directly comparable financial measures under GAAP for the three and six months ended March 31, 2006 and 2005 are as follows (in thousands, except per share data):

 

     Three Months Ended
March 31
   Six Months Ended
March 31
     2006    2005    2006    2005

Pre-tax earnings, as reported

   $ 84,576    75,505    $ 166,192    151,533

Stock option expense

     3,070    —        10,026    —  

Sally spin/merge transaction expenses

     3,634    —        5,658    —  

Non-cash charge related to conversion to one class of common stock

     1    3,588      2    7,378
                       

Pre-tax earnings excluding non-core items

   $ 91,281    79,093    $ 181,878    158,911
                       

Net earnings, as reported

   $ 56,851    49,078    $ 108,954    98,496

Stock option expense, net of income taxes

     2,044    —        6,496    —  

Sally spin/merge transaction expenses, net of income taxes

     978    —        3,525    —  

Non-cash charge related to conversion to one class of common stock, net of income taxes

     1    2,332      2    4,796
                       

Net earnings excluding non-core items

   $ 59,874    51,410    $ 118,977    103,292
                       

Basic net earnings per share, as reported

   $ .62    .54    $ 1.18    1.08

Stock option expense, net of income taxes

     .02    —        .07    —  

Sally spin/merge transaction expenses, net of income taxes

     .01    —        .04    —  

Non-cash charge related to conversion to one class of common stock, net of income taxes

     —      .02      —      .05
                       

Basic net earnings per share excluding non-core items

   $ .65    .56    $ 1.29    1.13
                       

Diluted net earnings per share, as reported

   $ .61    .53    $ 1.17    1.06

Stock option expense, net of income taxes

     .02    —        .07    —  

Sally spin/merge transaction expenses, net of income taxes

     .01    —        .04    —  

Non-cash charge related to conversion to one class of common stock, net of income taxes

     —      .02      —      .05
                       

Diluted net earnings per share excluding non-core items

   $ .64    .55    $ 1.28    1.11
                       


Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal    Page 11
2006 Results; Increases Dividend by 13%   

Schedule - Reconciliation of Non-GAAP Financial Measures (continued)

A reconciliation of organic sales growth, a non-GAAP financial measure, to its most directly comparable financial measure under GAAP for the three and six months ended March 31, 2006 and 2005 is as follows:

 

     Three Months Ended
March 31
    Six Months Ended
March 31
 
     2006     2005     2006     2005  

Net sales growth, as reported

   7.1 %   7.9 %   6.6 %   9.3 %

Effect of foreign exchange

   1.0     (1.2 )   1.0     (1.6 )

Effect of acquisitions

   (0.4 )   (3.2 )   (1.9 )   (3.8 )

Effect of divestiture

   —       1.9     0.2     1.5  
                        

Organic sales growth*

   7.7 %   5.4 %   5.9 %   5.4 %
                        

* Organic sales growth includes sales related to the retail launch of Nexxus.

Management uses these non-GAAP financial measures to evaluate the performance of the Company and believes the presentation of these amounts provides the reader with information necessary to analyze the Company’s normal operations for the periods compared.