UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended July 26, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ________ to ________
Commission File Number 1-6370
ELIZABETH ARDEN, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0914138
(State of incorporation) (I.R.S. Employer Identification No.)
14100 N.W. 60th Avenue, Miami Lakes, Florida 33014
(Address of principal executive offices) (Zip Code)
(305) 818-8000
(Registrant's telephone number, including area code)
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Outstanding at
Class September 5, 2003
----- -----------------
Common Stock, $.01 par value 18,961,309 shares
ELIZABETH ARDEN, INC.
INDEX TO FORM 10-Q
PART I FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Unaudited Consolidated Statements of Operations -
Three and Six Months Ended July 26, 2003 and
July 27, 2002. . . . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets - July 26, 2003
(Unaudited) and January 31, 2003 . . . . . . . . . . . 4
Unaudited Consolidated Statement of Shareholders'
Equity - Six Months Ended July 26, 2003. . . . . . . . 5
Unaudited Consolidated Statements of Cash Flow -
Six Months Ended July 26, 2003 and July 27, 2002 . . . 6
Notes to Unaudited Consolidated Financial Statements . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . 19
Item 3. Quantitative and Qualitative Disclosures About
Market Risk. . . . . . . . . . . . . . . . . . . . . . 26
Item 4. Controls and Procedures. . . . . . . . . . . . . . . . 26
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders. . 27
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 27
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
- 2 -
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands except per share data)
Three Months Ended Six Months Ended
---------------------------- ----------------------------
July 26, 2003 July 27, 2002 July 26, 2003 July 27, 2002
------------- ------------- ------------- -------------
Net sales $144,423 $127,186 $279,177 $267,470
Cost of sales (excludes
depreciation of $931,
$964, $1,716 and $1,980,
respectively, included
below) 87,033 78,723 173,055 164,838
-------- -------- -------- --------
Gross profit 57,390 48,463 106,122 102,632
Operating expenses:
Selling, general and
administrative 56,287 47,767 111,746 101,660
Depreciation and
amortization 5,086 6,038 10,215 11,406
-------- -------- -------- --------
Total operating
expenses 61,373 53,805 121,961 113,066
Loss from operations (3,983) (5,342) (15,839) (10,434)
-------- -------- -------- --------
Other income (expense):
Interest expense, net (10,242) (10,651) (20,376) (21,055)
Other (2) 160 -- 141
-------- -------- -------- --------
Other expense, net (10,244) (10,491) (20,376) (20,914)
-------- -------- -------- --------
Loss before income taxes (14,227) (15,833) (36,215) (31,348)
Benefit from income taxes (4,080) (5,699) (10,393) (11,285)
-------- -------- -------- --------
Net loss (10,147) (10,134) (25,822) (20,063)
Accretion and dividend on
preferred stock 987 914 1,963 1,827
-------- -------- -------- --------
Net loss attributable to
common shareholders $(11,134) $(11,048) $(27,785) $(21,890)
======== ======== ======== ========
Loss per common share:
Basic $(0.62) $(0.62) $(1.55) $(1.24)
======== ======== ======== ========
Diluted $(0.62) $(0.62) $(1.55) $(1.24)
======== ======== ======== ========
Weighted average number of
common shares:
Basic 17,916,434 17,719,343 17,898,398 17,715,786
========== ========== ========== ==========
Diluted 17,916,434 17,719,343 17,898,398 17,715,786
========== ========== ========== ==========
The accompanying notes are an integral part of the consolidated financial statements.
- 3 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
------------- As of ---------------
July 26, 2003 January 31, 2003
------------- ----------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 14,285 $ 22,663
Accounts receivable, net 123,337 118,844
Inventories 268,389 200,876
Deferred income taxes 7,614 7,614
Prepaid expenses and other assets 27,156 17,297
-------- --------
Total current assets 440,781 367,294
-------- --------
Property and equipment, net 35,630 36,216
-------- --------
Other assets:
Exclusive brand licenses, trademarks
and intangibles, net 201,176 205,534
Debt financing costs 12,458 13,978
Other 5,000 4,598
-------- --------
Total other assets 218,634 224,110
-------- --------
Total assets $695,045 $627,620
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 79,500 $ 2,068
Accounts payable - trade 116,428 79,997
Other payables and accrued expenses 51,549 66,398
Current portion of long-term debt 7,106 2,370
-------- --------
Total current liabilities 254,583 150,833
-------- --------
Long-term debt 305,513 317,959
Deferred income taxes and other 11,475 11,350
-------- --------
Total long-term liabilities 316,988 329,309
-------- --------
Total liabilities 571,571 480,142
-------- --------
Commitments and contingencies (See Note 7)
Convertible, redeemable preferred stock,
Series D, $.01 par value (liquidation
preference of $50,000); 1,000,000 shares
authorized; 427,148 and 416,667 shares
issued and outstanding, respectively 17,597 15,634
-------- --------
Shareholders' equity:
Common stock, $.01 par value, 50,000,000
shares authorized; 18,833,390 and
18,804,057 shares issued, respectively 188 188
Additional paid-in capital 90,984 89,782
Retained earnings 21,903 49,688
Treasury stock (86,214 and 290,299 shares
at cost, respectively) (746) (2,336)
Accumulated other comprehensive income 689 5
Unearned deferred compensation (7,141) (5,483)
-------- --------
Total shareholders' equity 105,877 131,844
-------- --------
Total liabilities and shareholders'
equity $695,045 $627,620
======== ========
The accompanying notes are an integral part of the consolidated financial statements.
- 4 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
(Amounts in thousands)
Common Stock Additional Accumulated
------------ Paid-In Retained Treasury Comprehensive
Shares Amount Capital Earnings Stock Loss
---------------------------------------------------------------------
Balance at
January 31, 2003 18,804 $188 $89,782 $49,688 $(2,336) $ 5
Issuance of common
stock upon exercise
of stock options 29 -- 237 -- -- --
Issuance of
restricted stock,
net of forfeitures -- -- 965 -- 1,855 --
Repurchase of
restricted stock - -- -- -- (265) --
Amortization of
unearned deferred
compensation, net
of forfeitures - - -- -- -- --
Accretion and
dividend on Series D
preferred stock -- - - (1,963) -- --
Comprehensive loss:
Net loss -- - - (25,822) -- --
Foreign currency
translation - -- -- -- -- 684
---------------------------------------------------------------------
Total comprehensive
loss -- -- -- (25,822) -- 684
---------------------------------------------------------------------
Balance at
July 26, 2003 18,833 $188 $90,984 $21,903 $(746) $689
=====================================================================
RESTUBBED TABLE
CONTINUED FROM ABOVE
Total
Unearned Share-
Deferred holders'
Compensation Equity
------------------------
Balance at
January 31, 2003 $(5,483) $131,844
Issuance of common
stock upon exercise
of stock options -- 237
Issuance of
restricted stock,
net of forfeitures (2,820) --
Repurchase of
restricted stock -- (265)
Amortization of
unearned deferred
compensation, net
of forfeitures 1,162 1,162
Accretion and
dividend on Series D
preferred stock -- (1,963)
Comprehensive loss:
Net loss -- (25,822)
Foreign currency
translation -- 684
------------------------
Total comprehensive
loss -- (25,138)
------------------------
Balance at
July 26, 2003 $(7,141) $105,877
========================
The accompanying notes are an integral part of the consolidated financial statements.
- 5 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended
------------------------------
July 26, 2003 July 27, 2002
------------- -------------
Operating Activities:
Net loss $(25,822) $(20,063)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 10,215 11,406
Amortization of senior note offering
costs and note premium 1,569 1,308
Amortization of unearned deferred
compensation 1,162 939
Changes in assets and liabilities:
Increase in accounts receivable (4,493) (30,580)
Increase in inventories (67,513) (52,291)
Increase in prepaid expenses and
other assets (10,845) (9,955)
Increase in accounts payable 36,431 34,770
(Decrease) increase in other payables
and accrued expenses (9,217) 3,605
Other 528 886
-------- --------
Net cash used in
operating activities (67,985) (59,975)
-------- --------
Investing Activities:
Additions to property and equipment (4,875) (4,646)
Proceeds from disposals of property and
equipment 3 7
-------- --------
Net cash used in
investing activities (4,872) (4,639)
-------- --------
Financing Activities:
Proceeds from short-term debt 77,432 66,300
Payments on long-term debt (13,081) (2,266)
Proceeds from the exercise of
stock options 237 155
Repurchase of common stock (265) --
-------- --------
Net cash provided by
financing activities 64,323 64,189
-------- --------
Effect of exchange rate changes on
cash and cash equivalents 156 262
Net decrease in cash and cash equivalents (8,378) (163)
Cash and cash equivalents at
beginning of period 22,663 15,913
-------- --------
Cash and cash equivalents at
end of period $ 14,285 $ 15,750
======== ========
Supplemental Disclosure of
Cash Flow Information:
Interest paid during the period $ 18,949 $ 19,750
======== ========
Income taxes paid during the period $ 101 $ 167
======== ========
The accompanying notes are an integral part of the consolidated financial statements.
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BUSINESS AND BASIS OF PRESENTATION
Elizabeth Arden, Inc. (the "Company") is a manufacturer and marketer of
prestige fragrances, skin treatment and cosmetic products to retailers in the
United States and over 90 countries internationally. The Company was formerly
known as French Fragrances, Inc., until the acquisition of the Elizabeth Arden
business on January 23, 2001 (the "Arden acquisition") following which the
name of the Company was then changed to Elizabeth Arden, Inc.
The consolidated financial statements include the accounts of the
Company's wholly-owned subsidiaries and all significant intercompany accounts
and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements included
herein have been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission (the "Commission") for interim
financial information. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statement presentation
and should be read in conjunction with the consolidated financial statements
and related footnotes included in the Company's Annual Report on Form 10-K for
the year ended January 31, 2003, filed with the Commission.
The consolidated balance sheet of the Company as of January 31, 2003 is
audited. The other consolidated financial statements are unaudited, but
include all adjustments, which are of a normal recurring nature, that
management considers necessary to fairly present the results for the interim
periods. Results for interim periods are not necessarily indicative of
results for the full fiscal year ending January 31, 2004. Certain
reclassifications were made to the prior years' consolidated financial
statements and the accompanying footnotes.
NOTE 2. STOCK-BASED COMPENSATION
In December 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard ("SFAS") No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure - an
Amendment of FASB Statement No. 123." This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair market value based method of
accounting for stock-based employee compensation. In addition, this statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method
of accounting for stock-based employee compensation and the effect of the
method used on reported results.
The Company has three stock option plans. As of July 26, 2003, the
Company has elected not to make a change to the fair market value of
accounting. The Company will continue to account for these plans under the
intrinsic value recognition and measurement principles prescribed by
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
Issued to Employees," and related interpretations. No stock-based
compensation cost is reflected in net income, as all options granted under
those plans had an exercise price equal to the market value of the underlying
common stock on the date of grant.
The following table illustrates the effect on net loss and net loss
attributable to common shareholders if the Company had applied the fair value
recognition provisions of SFAS No. 123 to stock-based compensation:
- 7 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. STOCK-BASED COMPENSATION - (Continued)
(Dollars in thousands except per share data):
Three Months Ended Six Months Ended
------------------- -------------------
July 26, July 27, July 26, July 27,
2003 2002 2003 2002
-------- -------- -------- --------
Net loss attributable to
common shareholders, as
reported $(11,134) $(11,048) $(27,785) $(21,890)
Stock-based employee
compensation expense, net of
tax, determined under fair
value-based method (1,198) (1,337) (2,379) (2,649)
-------- -------- -------- --------
Pro forma net loss attributable
to common shareholders $(12,332) $(12,385) $(30,164) $(24,539)
======== ======== ======== ========
Loss per common share
Basic
As reported $(0.62) $(0.62) $(1.55) $(1.24)
Pro forma $(0.69) $(0.70) $(1.69) $(1.39)
Diluted
As reported $(0.62) $(0.62) $(1.55) $(1.24)
Pro forma $(0.69) $(0.70) $(1.69) $(1.39)
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity"
("SFAS 150"). SFAS 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity in its statement of financial position. It requires
that an issuer classify a financial instrument that is within its scope as a
liability, because the financial instrument embodies an obligation of the
issuer. SFAS 150 will be effective in the third quarter of the Company's
current fiscal year. This standard is not expected to materially impact the
Company's consolidated financial statements.
NOTE 4. INVENTORIES
The components of inventory were as follows:
(Dollars in thousands) July 26, 2003 January 31, 2003
------------- ----------------
Raw materials $ 61,494 $ 35,500
Work in progress 49,665 19,792
Finished goods 157,230 145,584
-------- --------
$268,389 $200,876
======== ========
NOTE 5. SHORT-TERM DEBT
The Company has a revolving credit facility with a syndicate of
banks, for which JP Morgan Chase Bank is the administrative agent, that
provides for borrowings on a revolving basis up to $200 million with a $25
million sublimit for letters of credit (the "Credit Facility"). The Credit
Facility matures in January 2006 and is guaranteed by certain of the Company's
U.S. subsidiaries. Borrowings under the Credit Facility are limited to
eligible accounts receivable and inventory and are collateralized by a first
priority lien on all of the Company's U.S. accounts receivable and inventory.
The Company's obligations under the Credit Facility rank pari passu, or equal
in right of payment, with the Company's 10 3/8% Senior Notes due 2007 and the
11 3/4% Senior Secured Notes due 2011.
- 9 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. SHORT-TERM DEBT - (Continued)
The Credit Facility has only one financial maintenance covenant, which
is a fixed charge coverage ratio that applies only if average borrowing
availability declines to less than $50 million. No financial maintenance
covenant was applicable for the six months ended July 26, 2003. The Credit
Facility prohibits the payment of dividends on the Company's common stock,
$.01 par value per share ("Common Stock"), and other distributions to common
shareholders and restricts the Company from incurring additional non-trade
indebtedness, except that the Company is permitted to repurchase up to $4
million of Common Stock.
Borrowings under the revolving credit portion of the Credit Facility
bear interest at a floating rate based on the "Applicable Margin," which is
determined by reference to the Company's ratio of consolidated debt to EBITDA
(net income plus the provision for income taxes or net loss less the benefit
from income taxes, plus interest expense, plus depreciation and amortization
expense). At the Company's option, the Applicable Margin may be applied to
either the LIBOR or the prime rate. The Applicable Margin for LIBOR and prime
rate borrowings ranges from 2.25% to 3.00% and .5% to 1.25%, respectively. As
of July 26, 2003, the Applicable Margin was 2.75% for LIBOR loans and 1.00%
for prime rate loans. The commitment fee on the unused portion of the Credit
Facility ranges from .375% to .5% per year.
As of July 26, 2003, the Company had an outstanding balance under the
Credit Facility of $79.5 million and outstanding letters of credit of
$133,000, as compared with a balance of $2.1 million and letters of credit of
$286,000 outstanding as of January 31, 2003. As of July 26, 2003, the
remaining availability under the Credit Facility, based upon eligible
receivables and inventories, was approximately $75.5 million.
NOTE 6. LONG-TERM DEBT
The Company's long-term debt consisted of the following:
(Dollars in thousands)
Description July 26, 2003 January 31, 2003
- ----------- ------------- ----------------
10 3/8% Senior Notes due May 2007 $145,513 $150,977
11 3/4% Senior Secured Notes
due May 2011 160,000 160,000
8.5% Subordinated Debentures due May 2004 2,167 4,314
8.84% Miami Lakes Facility Mortgage Note
due July 2004 4,939 5,038
-------- --------
Total long-term debt 312,619 320,329
Less current portion of long-term debt 7,106 2,370
======== ========
Long-term debt, net $305,513 $317,959
======== ========
NOTE 7. COMMITMENTS AND CONTINGENCIES
In December 2000, the Company was named in a lawsuit by a Canadian
customer of Unilever who alleges that Unilever breached obligations owed to
the plaintiff and that the Company interfered with the contractual
relationship. The plaintiff currently seeks compensatory damages of Canadian
$55 million (approximately US$39.9 million at July 26, 2003), against each of
Unilever and the Company plus punitive damages of Canadian $35 million
(approximately US$25.4 million at July 26, 2003). Management believes that
the Company would be entitled to indemnification from Unilever under our
agreement to acquire the Elizabeth Arden business to the extent the Company
incurs losses as a result of actions by Unilever. Management believes the
claims as to the Company lack merit, and the Company is vigorously contesting
the matter.
The Company is also a party to a number of other legal actions,
proceedings or claims. While any action, proceeding or claim contains an
element of uncertainty, management of the Company believes that the outcome of
such actions, proceedings or claims will not have a material adverse effect on
the Company's business, financial position or results of operations.
- 9 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
Convertible Preferred Stock. At July 26, 2003 and January 31, 2003, the
Company had outstanding 427,148 and 416,667 shares, respectively, $120 per
share liquidation preference, of Series D Convertible Preferred Stock, $.01
par value (the "Series D Convertible Preferred Stock") that was issued to an
affiliate of Unilever in connection with the Arden acquisition. Each share of
Series D Convertible Preferred Stock is convertible into 10 shares of Common
Stock at an initial conversion price of $12 per share of Common Stock, subject
to certain restrictions. The initial conversion price of $12 per share is
subject to anti-dilution adjustments resulting from issuances of common stock
for consideration per share less than the market prices of the stock over a
defined period of time, from stock splits, stock dividends and other
distributions, stock repurchases, and from certain reorganizations,
consolidations, mergers and sales of substantially all of the Company's
assets. The holder of the Series D Convertible Preferred Stock was entitled to
convert up to 33.33% of its shares after January 23, 2002 and up to 66.66%
after January 23, 2003 and will be entitled to convert all of its shares after
January 23, 2004. In addition, cumulative dividends of 5% of the outstanding
liquidation preference of the Series D Convertible Preferred Stock began to
accrue on January 23, 2003 and will be payable quarterly, at the Company's
option, in cash or in additional shares of Series D Convertible Preferred
Stock, subject to restrictions on the payment of dividends under the Credit
Facility and the Indentures. On March 17, 2003 and June 16, 2003, the Company
issued to an affiliate of Unilever 5,208 shares and 5,273 shares,
respectively, of Series D Convertible Preferred Stock as payment of the first
and second quarterly dividends. The Company is required to redeem the Series
D Convertible Preferred Stock on January 23, 2013 at the aggregate liquidation
value of all of the then outstanding shares plus accrued and unpaid dividends.
In addition, the Company may redeem all or part of the Series D Convertible
Preferred Stock plus accrued and unpaid dividends at any time after February
2, 2002, subject to the waiver of certain restrictions under its Credit
Facility and compliance with certain limitations under the Indentures
governing its senior notes, at a redemption price of $25.00 multiplied by the
number of shares of Common Stock into which the shares of Series D Convertible
Preferred Stock can be converted plus accrued and unpaid dividends. Upon
issuance, the Series D Convertible Preferred Stock was recorded at its fair
market value of $35 million, with an allocation of $26.5 million made for the
beneficial conversion feature and reclassified to additional paid-in capital.
The accretion of the beneficial conversion feature is based on the effective
yield method over the period from issue date to the mandatory redemption date
(12 years). The recorded dividend is based on the straight-line method, which
approximates the effective yield method, with the total amount of the dividend
of $25 million to be paid over 10 years amortized over the period from issue
date to the mandatory redemption date (12 years) or $2.1 million annually.
The difference between the liquidation value of $50 million and the balance
recorded in the Convertible, redeemable preferred stock Series D account on
the Company's Consolidated Balance Sheet is being accreted over the life of
the Series D Convertible Preferred Stock. For the three months ended July 26,
2003 and July 27, 2002, the aggregate accretion and dividend relating to the
Series D Convertible Preferred Stock was approximately $987,000 and $914,000,
respectively. For the six months ended July 26, 2003 and July 27, 2002, the
aggregate accretion and dividend on the Series D Convertible Preferred Stock
was approximately $2.0 and $1.8 million, respectively.
Performance-Accelerated and other Restricted Common Stock. On June 25,
2003, the Company granted an aggregate of 175,938 shares of restricted stock
to 104 employees that are due to vest in equal thirds over a three-year period
on the anniversary date of the grant. These grants were recorded as unearned
deferred compensation in shareholders' equity in the amount of approximately
$2.3 million and are being amortized over the vesting period. In addition, on
that same date, the Company granted an aggregate of 6,500 shares of restricted
stock to 13 employees that vest in full one year from the date of grant. These
shares were recorded as unearned deferred compensation in shareholders' equity
in the amount of approximately $85,000 and are being amortized over the
vesting period. Also, on April 26, 2003, the Company granted an aggregate of
76,702 shares of restricted stock to 937 employees that vest in full one year
from the date of grant. These shares were recorded as unearned deferred
compensation in shareholders' equity in the amount of approximately $782,000
and are being amortized over the vesting period. For the six months ended July
26, 2003, the Company has recorded forfeitures from the prior grants of
approximately $342,000.
- 10 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY - (Continued)
On March 22, 2002, the Company granted an aggregate of 504,000 shares of
performance-accelerated restricted stock ("PARS") to 108 employees. PARS are
restricted stock awards with a pre-defined vesting period of six years that
also provide for accelerated vesting to three, four or five years from the
date of grant if the Company's total shareholder return exceeds that total
shareholder return of the median of the companies comprising the Russell 2000
Index over the respective three, four or five-year period. A new grant of
PARS will occur when the initial grant vests. The PARS are recorded as
unearned deferred compensation in the Company's consolidated balance sheets
at July 26, 2003 and January 31, 2003. The PARS are being amortized over the
currently expected six-year vesting period.
At July 26, 2003 and January 31, 2003, the shares of Common Stock
outstanding included 911,897 shares and 661,133 shares, respectively, of
restricted stock that are subject to vesting requirements and forfeiture
provisions. Compensation expense for the three months ended July 26, 2003 and
July 27, 2002 relating to the PARS and the restricted stock granted to
employees, net of forfeitures, amounted to approximately $630,000 and
$648,000, respectively. Compensation expense for the six months ended July
26, 2003 and July 27, 2002 relating to the PARS and the restricted stock
granted to employees, net of forfeitures, amounted to approximately $1.2
million and $939,000, respectively.
Stock Options Granted. On June 25, 2003, the Company issued to 127
employees under its 2000 Stock Incentive Plan options to purchase an aggregate
of 420,427 shares of Common Stock of the Company. The exercise price of those
shares is $13.04 per share, which was the closing price of the Company's
Common Stock on the date of grant. These options are due to vest in equal
thirds over a three-year period on the anniversary date of the grant. The
options expire ten years from the date of grant.
NOTE 9. LOSS PER SHARE
Basic loss per share is computed by dividing the net loss attributable
to common shareholders by the weighted average shares of outstanding Common
Stock. Diluted loss per share equals basic loss per share for the three and
six months ended July 26, 2003 and July 27, 2002, as the assumed conversion of
convertible securities and the assumed exercise of outstanding options and
warrants would have an anti-dilutive effect.
The following table represents the computation of loss per share (in thousands
except per share data):
- 11 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. LOSS PER SHARE - (Continued)
Three Months Ended Six Months Ended
---------------------------- ----------------------------
July 26, 2003 July 27, 2002 July 26, 2003 July 27, 2002
------------- ------------- ------------- -------------
Basic
Net loss attributable
to common shareholders $(11,134) $(11,048) $(27,785) $(21,890)
======== ======== ======== ========
Weighted average shares
outstanding 17,916 17,719 17,898 17,716
======== ======== ======== ========
Net loss per
basic share $ (0.62) $ (0.62) $ (1.55) $ (1.24)
======== ======== ======== ========
Diluted
Net loss attributable
to common shareholders $(11,134) $(11,048) $(27,785) $(21,890)
Accretion and Dividend
on Series D Convertible
Preferred Stock -- -- -- --
-------- -------- -------- --------
Net loss as adjusted $(11,134) $(11,048) $(27,785) $(21,890)
======== ======== ======== ========
Weighted average shares
outstanding 17,916 17,719 17,898 17,716
Potential common shares
- treasury method -- -- -- --
Assumed conversion of 7.5%
Convertible Subordinated
Debentures -- -- -- --
Series D Convertible
Preferred Stock -- -- -- --
-------- -------- -------- --------
Weighted average shares and
potential dilutive shares 17,916 17,719 17,898 17,716
======== ======== ======== ========
Net loss per
diluted share $ (0.62) $ (0.62) $ (1.55) $ (1.24)
======== ======== ======== ========
The following table shows the options to purchase shares of Common Stock
that were outstanding during the three and six months ended July 26, 2003 and
July 27, 2002 where the option exercise price was greater than the average
market price of the common shares over the applicable period:
Three Months Ended Six Months Ended
---------------------------- ----------------------------
July 26, 2003 July 27, 2002 July 26, 2003 July 27, 2002
------------- ------------- ------------- -------------
Number of shares 297,000 297,000 2,280,660 1,976,374
======= ======= ========= =========
Range of exercise
price $14.80-$20.64 $14.80-$20.64 $12.50-$20.64 $12.50-$20.64
============= ============= ============= =============
NOTE 10. CONDENSED CONSOLIDATING FINANCIAL INFORMATION
The following condensed financial statements of the Company show in
separate columns those subsidiaries that are guarantors of the 11 3/4% Senior
Secured Notes due 2011 which were issued to finance a portion of the purchase
price for the acquisition of the Elizabeth Arden business in January 2001,
elimination adjustments and the consolidated total. The Company's direct
subsidiaries DF Enterprises, Inc., FD Management, Inc. and Elizabeth Arden
International Holding, Inc., are guarantors of the 11 3/4% Senior Secured
Notes. Entities included in this footnote follow the Company's accounting
policies except with respect to accounting for investment in guarantors'
subsidiaries, which the Company has accounted for using the equity method of
accounting. Equity income of the guarantors subsidiaries is included in
interest and other expense, net. All information presented is in thousands.
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. CONDENSED CONSOLIDATING FINANCIAL INFORMATION - (Continued)
Statement of Operations Three Months Ended
July 26, 2003
Company Guarantors Eliminations Consolidated
------- ---------- ------------ ------------
Net sales $ 88,843 $58,346 $(2,766) $144,423
Cost of sales 62,300 24,733 -- 87,033
-------- ------- ------- --------
Gross profit 26,543 33,613 (2,766) 57,390
Selling, general and
administrative 31,356 27,697 (2,766) 56,287
Depreciation and
amortization 3,204 1,882 -- 5,086
-------- ------- ------- --------
(Loss) income from
operations (8,017) 4,034 -- (3,983)
Interest and other
expense, net (5,808) (5,435) 999 (10,244)
-------- ------- ------- --------
Loss before income taxes (13,825) (1,401) 999 (14,227)
Benefit from income taxes (3,678) (402) -- (4,080)
-------- ------- ------- --------
Net loss $(10,147) $ (999) $ 999 $(10,147)
======== ======= ======= ========
Statement of Operations Three Months Ended
July 27, 2002
Company Guarantors Eliminations Consolidated
------- ---------- ------------ ------------
Net sales $ 84,032 $47,727 $(4,573) $127,186
Cost of sales 57,667 21,056 -- 78,723
-------- ------- ------- --------
Gross profit 26,365 26,671 (4,573) 48,463
Selling, general and
administrative 33,456 18,884 (4,573) 47,767
Depreciation and
amortization 3,911 2,127 -- 6,038
-------- ------- ------- --------
(Loss) income from
operations (11,002) 5,660 -- (5,342)
Interest and other
expense, net (4,452) (6,719) 680 (10,491)
-------- ------- ------- --------
Loss before income taxes (15,454) (1,059) 680 (15,833)
Benefit from income taxes (5,320) (379) -- (5,699)
-------- ------- ------- --------
Net loss $(10,134) $ (680) $ 680 $(10,134)
======== ======= ======= ========
Statement of Operations Six Months Ended
July 26, 2003
Company Guarantors Eliminations Consolidated
------- ---------- ------------ ------------
Net sales $172,390 $112,149 $(5,362) $279,177
Cost of sales 124,389 48,666 -- 173,055
-------- -------- ------- --------
Gross profit 48,001 63,483 (5,362) 106,122
Selling, general and
administrative 60,994 56,114 (5,362) 111,746
Depreciation and
amortization 6,483 3,732 -- 10,215
-------- -------- ------- --------
(Loss) income from
operations (19,476) 3,637 -- (15,839)
Interest and other
expense, net (14,692) (10,768) 5,084 (20,376)
-------- -------- ------- --------
Loss before income taxes (34,168) (7,131) 5,084 (36,215)
Benefit from income taxes (8,346) (2,047) -- (10,393)
-------- -------- ------- --------
Net loss $(25,822) $ (5,084) $ 5,084 $(25,822)
======== ======== ======= ========
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. CONDENSED CONSOLIDATING FINANCIAL INFORMATION - (Continued)
Statement of Operations Six Months Ended
July 27, 2002
Company Guarantors Eliminations Consolidated
------- ---------- ------------ ------------
Net sales $170,020 $110,707 $(13,257) $267,470
Cost of sales 117,725 47,113 -- 164,838
-------- -------- -------- --------
Gross profit 52,295 63,594 (13,257) 102,632
Selling, general and
administrative 64,774 50,143 (13,257) 101,660
Depreciation and
amortization 7,975 3,431 -- 11,406
-------- -------- -------- --------
(Loss) income from
operations (20,454) 10,020 -- (10,434)
Interest and other
expense, net (10,373) (11,470) 929 (20,914)
-------- -------- -------- --------
Loss before income taxes (30,827) (1,450) 929 (31,348)
Benefit from income taxes (10,764) (521) -- (11,285)
-------- -------- -------- --------
Net loss $(20,063) $ (929) $ 929 $(20,063)
======== ======== ======== ========
- 14 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. CONDENSED CONSOLIDATING FINANCIAL INFORMATION - (Continued)
As of
Balance Sheet July 26, 2003
Company Guarantors Eliminations Consolidated
------- ---------- ------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 5,386 $ 8,899 $ -- $ 14,285
Accounts receivable, net 77,275 46,062 -- 123,337
Inventories 187,322 81,067 -- 268,389
Intercompany receivable 305,388 (305,388) -- --
Deferred income taxes 7,614 -- -- 7,614
Prepaid expenses and
other assets 11,997 15,159 -- 27,156
-------- --------- -------- --------
Total current assets 594,982 (154,201) -- 440,781
Property and equipment, net 26,645 8,985 -- 35,630
-------- --------- -------- --------
Other assets:
Investment in guarantors'
subsidiaries (810) -- 810 --
Exclusive brand licenses,
trademarks and
intangibles, net 29,785 171,391 -- 201,176
Other assets 15,063 2,395 -- 17,458
-------- --------- -------- --------
Total other assets 44,038 173,786 810 218,634
-------- --------- -------- --------
Total assets $665,665 $ 28,570 $ 810 $695,045
======== ========= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 79,500 $ -- $ -- $ 79,500
Accounts payable - trade 108,782 7,646 -- 116,428
Other payables and
accrued expenses 30,654 20,895 -- 51,549
Current portion of
long-term debt 7,106 -- -- 7,106
-------- --------- -------- --------
Total current
liabilities 226,042 28,541 -- 254,583
-------- --------- -------- --------
Long-term debt 305,513 -- -- 305,513
Deferred income taxes
and other 10,636 839 -- 11,475
-------- --------- -------- --------
Total liabilities 542,191 29,380 -- 571,571
-------- --------- -------- --------
Convertible, redeemable
preferred stock 17,597 -- -- 17,597
-------- --------- -------- --------
Shareholders' equity 105,877 (810) 810 105,877
-------- --------- -------- --------
Total liabilities and
shareholders' equity $665,665 $ 28,570 $ 810 $695,045
======== ========= ======== ========
- 15 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. CONDENSED CONSOLIDATING FINANCIAL INFORMATION - (Continued)
As of
Balance Sheet January 31, 2003
Company Guarantors Eliminations Consolidated
------- ---------- ------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 7,850 $ 14,813 $ -- $ 22,663
Accounts receivable, net 71,753 47,091 -- 118,844
Inventories 143,339 57,537 -- 200,876
Intercompany receivable (111,166) 111,166 -- --
Deferred income taxes 7,614 -- -- 7,614
Prepaid expenses and
other assets 10,936 6,361 -- 17,297
-------- -------- ------- --------
Total current assets 130,326 236,968 - 367,294
-------- -------- ------- --------
Property and equipment, net 26,705 9,511 -- 36,216
-------- -------- ------- --------
Other assets:
Investment in guarantors'
subsidiaries 3,590 -- (3,590) --
Exclusive brand licenses,
trademarks and
intangibles, net 33,269 172,265 -- 205,534
Other assets 21,888 (3,312) - 18,576
-------- -------- ------- --------
Total other assets 58,747 168,953 (3,590) 224,110
-------- -------- ------- --------
Total assets $215,778 $415,432 $(3,590) $627,620
======== ======== ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 2,068 $ -- $ -- $ 2,068
Accounts payable trade 72,980 7,017 -- 79,997
Intercompany payable (380,835) 380,835 -- --
Other payables and
accrued expenses 43,552 22,846 -- 66,398
Current portion of
long-term debt 2,370 -- -- 2,370
-------- -------- ------- --------
Total current
liabilities (259,865) 410,698 -- 150,833
-------- -------- ------- --------
Long-term debt 317,959 - - 317,959
Deferred income taxes
and other 10,206 1,144 -- 11,350
-------- -------- ------- --------
Total liabilities 68,300 411,842 - 480,142
-------- -------- ------- --------
Convertible, redeemable
preferred stock 15,634 -- - 15,634
-------- -------- ------- --------
Shareholders' equity 131,844 3,590 (3,590) 131,844
-------- -------- ------- --------
Total liabilities and
shareholders' equity $215,778 $415,432 $(3,590) $627,620
======== ======== ======= ========
- 16 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. CONDENSED CONSOLIDATING FINANCIAL INFORMATION - (Continued)
Six Months Ended
Statement of Cash Flow July 26, 2003
Company Guarantors Eliminations Consolidated
------- ---------- ------------ ------------
Operating Activities:
Net cash used in
operating activities $(64,167) $(3,818) $ -- $(67,985)
-------- ------- ------- --------
Investing Activities:
Additions to property
and equipment, net of
disposals (2,620) (2,252) -- (4,872)
-------- ------- ------- --------
Net cash used in
investing activities (2,620) (2,252) -- (4,872)
-------- ------- ------- --------
Financing Activities:
Proceeds from
short-term debt 77,432 -- -- 77,432
Payments on
long-term debt (13,081) -- -- (13,081)
Proceeds from the
exercise of stock
options 237 -- -- 237
Repurchase of common
stock (265) -- -- (265)
-------- ------- ------- --------
Net cash provided by
financing activities 64,323 -- -- 64,323
Effects of exchange rate
changes on cash and cash
equivalents -- 156 -- 156
Net decrease in cash and
cash equivalents (2,464) (5,914) -- (8,378)
Cash and cash equivalents
at beginning of period 7,850 14,813 -- 22,663
-------- ------- ------- --------
Cash and cash equivalents
at end of period $ 5,386 $ 8,899 $ -- $ 14,285
======== ======= ======= ========
Six Months Ended
Statement of Cash Flow July 27, 2002
Company Guarantors Eliminations Consolidated
------- ---------- ------------ ------------
Operating Activities:
Net cash (used in)
provided by operating
activities $(63,234) $ 3,259 $ -- $(59,975)
-------- ------- ------- --------
Investing Activities:
Additions to property
and equipment, net of
disposals (1,320) (3,319) -- (4,639)
-------- ------- ------- --------
Net cash used in
investing activities (1,320) (3,319) -- (4,639)
-------- ------- ------- --------
Financing Activities:
Proceeds from
short-term debt 66,300 -- -- 66,300
Payments on
long-term debt (2,266) -- -- (2,266)
Proceeds from the
exercise of stock
options 155 -- -- 155
-------- ------- ------- --------
Net cash provided by
financing activities 64,189 -- -- 64,189
-------- ------- ------- --------
Effects of exchange rate
changes on cash and
cash equivalents -- 262 -- 262
Net (decrease) increase in
cash and cash equivalents (365) 202 -- (163)
Cash and cash equivalents
at beginning of period 3,616 12,297 -- 15,913
-------- ------- ------- --------
Cash and cash equivalents
at end of period $ 3,251 $12,499 $ -- $ 15,750
======== ======= ======= ========
- 17 -
ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11. RELATED PARTY TRANSACTION
In March 2002, the Company provided a loan to its current chairman and
chief executive officer in the principal amount of $500,000 (the "Note"),
which matures on March 31, 2004 and bears interest at an annual rate of 5%.
This loan replaced earlier loans made by the Company to its chairman and chief
executive officer during the fiscal year ended January 31, 1999. In July
2002, the chairman and chief executive officer repaid to the Company $100,000
of the principal amount of the Note. In accordance with the Sarbanes-Oxley Act
of 2002 (the "Act"), which became law on July 31, 2002, the Company is
prohibited from extending loans such as the Note to executive officers and
directors. Under the Act, the Note is permitted to continue in effect, but
may not be renewed or materially modified.
NOTE 12. SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES
The Company incurred the following non-cash financing and investing
activities:
(Dollars in thousands) Six Months Ended
July 26, 2003 July 27, 2002
------------- -------------
Accretion and dividend on Series D
Convertible Preferred Stock $1,963 $1,827
====== ======
Issuance of Restricted Stock and PARS,
net of forfeitures from prior grants 2,820 6,488
===== =====
NOTE 13. SUBSEQUENT EVENT
On August 26, 2003, the Company issued a notice to the trustee under the
Indenture dated as of April 27, 1998 relating to the Company's Series D 10
3/8% Senior Notes due 2007 ("Senior Notes") calling for redemption of $20
million aggregate principal amount of Senior Notes. The redemption price will
be 103.458% of the principal amount of Senior Notes, plus accrued interest.
The redemption date will be October 24, 2003 and the Company plans to use
proceeds from its revolving credit facility to repurchase the Senior Notes.
- 18 -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
In connection with the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995, Elizabeth Arden, Inc., is hereby providing
cautionary statements identifying important factors that could cause our
actual results to differ materially from those projected in forward-looking
statements (as defined in such act) made in this quarterly report on form
10-Q. Any statements that express or involve discussions as to, expectations,
beliefs, plans, objectives, assumptions or future events or performance
(often, but not always, through the use of words or phrases such as "will
likely result," "are expected to," "will continue," "is anticipated,"
"estimated," "intends," "plans" and "projection") are not historical facts and
may be forward-looking and may involve estimates and uncertainties which could
cause actual results to differ materially from those expressed in the
forward-looking statements. Accordingly, any such statements are qualified in
their entirety by reference to, and are accompanied by, the following key
factors that have a direct bearing on our results of operations: our
substantial indebtedness and debt service obligations; our ability to
successfully and cost-effectively integrate acquired businesses or new brands;
our absence of contracts with customers or suppliers and our ability to
maintain and develop relationships with customers and suppliers; international
and domestic economic and business changes that could impact consumer
confidence; our customers' financial condition; our ability to access capital
for acquisitions; the assumptions underlying our critical accounting
estimates; the retention and availability of key personnel; changes in the
retail, fragrance and cosmetic industries; our ability to launch new products
and implement our growth strategy; the impact of competitive products and
pricing; changes in product mix to less profitable products; risks of
international operations, including foreign currency fluctuations; economic
and political consequences of terrorist attacks and political instability in
certain regions of the world; diseases affecting the customer purchasing
patterns, including the Severe Acute Respiratory Syndrome (SARS) epidemic;
delays in shipments, inventory shortages and higher costs of production due to
interruption of operations at key manufacturing or fulfillment facilities
that, after consolidations of manufacturing and fulfillment locations,
manufacture or provide logistic services for the majority of our supply of
certain products; changes in the legal, regulatory and political environment
that impact, or will impact, our business, including changes to customs or
trade regulations or accounting standards; legal and regulatory proceedings
that affect, or will affect, our business; and other risks and uncertainties.
We caution that the factors described herein could cause actual results to
differ materially from those expressed in any forward-looking statements we
make and that investors should not place undue reliance on any such
forward-looking statements. Further, any forward-looking statement speaks
only as of the date on which such statement is made, and we undertake no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of anticipated or unanticipated events or circumstances. New
factors emerge from time to time, and it is not possible for us to predict all
of such factors. Further, we cannot assess the impact of each such factor on
our results of operations or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
GENERAL
This discussion should be read in conjunction with the Notes to
Unaudited Consolidated Financial Statements contained herein and Management's
Discussion and Analysis of Financial Condition and Results of Operations
appearing in our Annual Report on Form 10-K for the year ended January 31,
2003. The results of operations for an interim period may not give a true
indication of results for the year. In the following discussions, all
comparisons are with the corresponding items in the prior year's period.
Our operations have historically been seasonal, with higher sales
generally occurring in the second half of the fiscal year as a result of
increased demand by retailers in anticipation of and during the holiday
season. In fiscal 2003, approximately 64% of our net sales were made during
the second half of the fiscal year. Due to the size and timing of certain
orders from our customers, sales, results of operations, working capital
requirements and cash flows can vary between quarters of the same and
different years. As a result, we expect to experience variability in net
sales, net income, working capital requirements and cash flows on a quarterly
basis.
- 19 -
We experience seasonality in our working capital, with peak inventory
and receivable balances in the third quarter of our fiscal year. Our working
capital borrowings are also seasonal and are normally highest in the months of
September, October and November. During the fourth fiscal quarter ending
January 31 of each year, significant cash is normally generated as customer
payments on holiday season orders are received.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Securities and Exchange Commission has recently issued Financial
Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About
Critical Accounting Policies" (FRR 60), suggesting companies provide
additional disclosure and commentary on those accounting policies considered
most critical. FRR 60 considers an accounting policy to be critical if it is
important to our financial condition and results and requires significant
judgment and estimates on the part of management in its application. We
believe the accounting policies below represent our critical accounting
policies as contemplated by FRR 60. See our Annual Report on Form 10-K for the
year ended January 31, 2003 for a detailed discussion on the application of
these and other accounting policies.
Accounting for Acquisitions. We have accounted for our acquisitions,
including the acquisition of the Elizabeth Arden business, under the purchase
method of accounting for business combinations. Under the purchase method of
accounting, the cost, including transaction costs, are allocated to the
underlying net assets, based on their respective estimated fair values. The
excess of the purchase price over the estimated fair values of the net assets
acquired is recorded as goodwill.
The judgments made in determining the estimated fair value and expected
useful lives assigned to each class of assets and liabilities acquired can
significantly affect net income. For example, different classes of assets
will have useful lives that differ-the useful life of property, plant, and
equipment acquired will differ substantially from the useful life of brand
licenses and trademarks. Consequently, to the extent a longer-lived asset is
ascribed greater value under the purchase method than a shorter-lived asset,
net income in a given period may be higher.
Determining the fair value of certain assets and liabilities acquired is
judgmental in nature and often involves the use of significant estimates and
assumptions. One of the areas that requires more judgment in determining fair
values and useful lives is intangible assets. To assist in this process, we
often obtain appraisals from independent valuation firms for certain
intangible assets.
Our intangible assets generally consist of exclusive brand licenses and
trademarks. We do not carry any goodwill. The value of our intangible
assets, including brand licenses, trademarks and intangibles, is exposed to
future adverse changes if we experience declines in operating results or
experience significant negative industry or economic trends. We periodically
review intangible assets, at least annually or more often as circumstances
dictate, for impairment using the guidance of applicable accounting
literature.
In fiscal 2003, we adopted Statement of Financial Accounting Standards
("SFAS") No. 142 "Goodwill and Other Intangible Assets." In accordance with
SFAS No. 142, we have determined that the Elizabeth Arden trademarks have
indefinite useful lives as cash flows from the use of the trademarks are
expected to be generated indefinitely. During the six months ended July 26,
2003, we completed our annual impairment testing of these assets with the
assistance of a third party valuation firm. The analysis and assessments of
these assets indicated that no impairment adjustment was required.
Revenue Recognition. Sales are recognized when title and risk of loss
transfers to the customer and collectibility of the resulting receivable is
probable. Sales are recorded net of estimated returns and other allowances.
The provision for sales returns represents management's estimate of future
returns based on historical experience and considering current external
factors and market conditions.
Allowances for Sales Returns and Markdowns. As is customary in the
prestige beauty business, we grant certain of our customers, subject to our
authorization and approval, the right to either return product or to receive a
markdown allowance for certain promotional product. Upon sale, we record a
provision for product returns and markdowns estimated based on our historical
and projected experience, economic trends and changes in customer demand.
There is considerable judgment used in evaluating the factors influencing the
allowance for returns and markdowns, and additional allowances in any
particular period may be needed.
Allowances for Doubtful Accounts Receivable. We maintain allowances for
doubtful accounts to cover uncollectible accounts receivable, and we evaluate
our accounts receivable to determine if they will ultimately be collected.
This evaluation includes significant judgments and estimates, including an
analysis of receivables aging and a customer-by-customer review for large
accounts. If, for example, the financial condition of our customers
deteriorates resulting in an impairment of their ability to pay, additional
allowances may be required.
Provisions for Inventory Obsolescence. We record a provision for
estimated obsolescence and shrinkage of inventory. Our estimates consider the
cost of inventory, forecasted demand, the estimated market value, the shelf
life of the inventory and our historical experience. If there are changes to
these estimates, additional provisions for inventory obsolescence may be
necessary.
Stock-Based Compensation. At January 31, 2003, we had three stock
option plans in effect. We account for those plans under the recognition and
measurement principles prescribed by Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. No stock-based compensation cost is reflected in net income
for employee and director option grants, as such grants had an exercise price
equal to the market value of the underlying common stock on the date of grant.
Income Taxes and Valuation Reserves. A valuation allowance may be
required to reduce deferred tax assets to the amount that is more likely than
not to be realized. We consider projected future taxable income and ongoing
tax planning strategies in assessing a potential valuation allowance. In the
event we determine that we may not be able to realize all or part of our
deferred tax asset in the future, or that new estimates indicate that a
previously recorded valuation allowance is no longer required, an adjustment
to the deferred tax asset would be charged or credited to net income in the
period of such determination.
RESULTS OF OPERATIONS
Three Months Ended July 26, 2003 Compared to the Three Months Ended July 27,
2002
- ----------------------------------------------------------------------------
Net Sales. Net sales increased approximately 14% to $144.4 million for
the three months ended July 26, 2003, from $127.2 million for the three months
ended July 27, 2002. The increase is primarily due to the effects of
favorable foreign currency rates, increased sales volumes in certain
international markets and to certain U.S. mass retail accounts and sales from
new distribution relationships. These increases were partially offset by
reduced sales of promotional items to U.S. department store customers.
Gross Profit. Gross profit increased approximately 18% to $57.4 million
for the three months ended July 26, 2003, from $48.5 million for the three
months ended July 27, 2002. Gross margin was 39.7% for the second quarter of
fiscal 2004 compared with 38.1% for the second quarter of fiscal 2003. The
increase in gross profit is primarily due to higher sales and reduced gift
with purchase costs.
SG&A. Selling, general and administrative expenses increased
approximately $8.5 million, or 18%, to $56.3 million for the three months
ended July 26, 2003, from $47.8 million for the three months ended July 27,
2002. The increase was driven by higher selling costs and advertising and the
impact of foreign currency rates. As a percentage of net sales, selling,
general and administrative expenses increased to 39% for the three months
ended July 26, 2003, from 37.6% in the prior year quarter. Selling, general
and administrative expenses as a percentage of net sales are expected to
decrease on an annualized basis over the balance of the year.
Depreciation and Amortization. Depreciation and amortization decreased
approximately $952,000 to $5.1 million in the three months ended July 26,
2003, as compared to $6.0 million for the three months ended July 27, 2002,
principally as a result of assets that were fully depreciated after July 27,
2002.
Interest Expense. Interest expense decreased by approximately $410,000
to $10.2 million for the three months ended July 26, 2003, as compared to
$10.7 million for the three months ended July 27, 2002, principally as a
result of our repurchase of approximately $10.7 million aggregate principal
amount of 10 3/8% Senior Notes due 2007, as well as lower interest rates under
our credit facility during the three months ended July 26, 2003.
- 21 -
Benefit from Income Taxes. The benefit from income taxes for the three
months ended July 26, 2003 was $4.1 million as compared to $5.7 million for
the three months ended July 27, 2002. The effective tax rate calculated as a
percentage of loss before income taxes was 29% and 36% for the respective
periods. The current year tax rate reflects the projected mix of our
international income and the corresponding tax rates for the respective
jurisdictions.
Net Loss. Net loss for the three months ended July 26, 2003 and July
27, 2002 was $10.1 million. The net loss reflects higher sales volume and
associated gross profit, lower depreciation, amortization and interest
expenses, offset by an increase in selling, general and administrative
expenses and a lower effective tax rate.
Accretion and Dividend on Preferred Stock. As part of the purchase
price for the acquisition of the Elizabeth Arden business, we issued to an
affiliate of Unilever 416,667 shares of Series D convertible preferred stock.
The Series D convertible preferred stock was recorded at a $35 million fair
value with an allocation of $26.5 million made for the beneficial conversion
feature and recorded as additional paid-in capital. The Series D convertible
preferred stock has a $50 million liquidation preference, and carries a 5%
annual dividend yield, which began accruing in January 2003. During the three
months ended July 26, 2003, the Company issued to an affiliate of Unilever
5,273 additional shares of Series D convertible stock as a dividend. The
accretion and dividend on preferred stock, which is a non-cash charge to net
loss attributable to common shareholders, of $987,000 for the three months
ended July 26, 2003 and $914,000 for the three months ended July 27, 2002,
represents accretion on the fair value of the preferred stock and the
dividends on the preferred stock.
Net Loss Attributable to Common Shareholders. Net loss attributable to
common shareholders was $11.1 million for the three months ended July 26,
2003. The net loss for the prior year period was $11.0 million.
EBITDA. EBITDA (net income plus the provision for income taxes (or net
loss less the benefit from income taxes), plus interest expense, plus
depreciation and amortization expense), was $1.1 million for the three months
ended July 26, 2003 as compared to $856,000 for the three months ended July
27, 2002. The increase in EBITDA reflects higher sales volume and associated
gross profit, offset by higher selling, general and administrative costs.
EBITDA should not be considered as an alternative to operating income
(loss) or net income (loss) (as determined in accordance with generally
accepted accounting principles) as a measure of our operating performance or
to net cash provided by operating, investing and financing activities (as
determined in accordance with generally accepted accounting principles) as a
measure of our ability to meet cash needs. We believe that EBITDA is a
measure commonly reported and widely used by investors and other interested
parties as a measure of a company's operating performance and debt servicing
ability because it assists in comparing performance on a consistent basis
without regard to capital structure (particularly when acquisitions are
involved), depreciation and amortization, which can vary significantly
depending upon accounting methods (particularly when acquisitions are
involved) or non-operating factors (such as historical cost). Accordingly, as
a result of our capital structure and the accounting method used for our
acquisitions, we believe EBITDA is a relevant measure. This information has
been disclosed here to permit a more complete comparative analysis of our
operating performance relative to other companies and of our debt servicing
ability. EBITDA, may not, however, be comparable in all instances to other
similar types of measures.
The following is a reconciliation of net loss, as determined in
accordance with generally accepted accounting principles, to EBITDA:
(Dollars in thousands) (Unaudited)
Three Months Ended
------------------------------
July 26, 2003 July 27, 2002
------------- -------------
Net loss $(10,147) $(10,134)
Plus (less):
Benefit from income taxes (4,080) (5,699)
Interest expense 10,242 10,651
Depreciation and
amortization 5,086 6,038
-------- --------
EBITDA $ 1,101 $ 856
======== ========
- 22 -
Six Months Ended July 26, 2003 Compared to the Six Months Ended July 27, 2002
- -----------------------------------------------------------------------------
Net Sales. Net sales increased approximately 4.4% to $279.2 million for
the six months ended July 26, 2003, from $267.5 million for the six months
ended July 27, 2002, primarily due to increased sales to certain mass market
customers and the favorable impact from foreign currency rates. Partially
offsetting these increases are reduced sales to U.S. department stores and the
adverse impact in travel retail and certain international markets during the
first quarter of the fiscal year from the Severe Acute Respiratory Syndrome
(SARS) epidemic and the Iraqi War.
Gross Profit. Gross profit increased approximately 3% to $106.1 million
for the six months ended July 26, 2003, from $102.6 million for the six months
ended July 27, 2002. The gross margin decreased to 38.0% for the six months
ended July 26, 2003 from 38.4% for the six months ended July 27, 2002. The
increase in gross profit was due to higher sales and lower gift with purchase
costs, partially offset by a higher percentage of sales of distributed brands,
which have lower gross margins than owned brands. Our gross margin is
expected to increase on an annualized basis over the course of the year.
SG&A. Selling, general and administrative expenses increased
approximately $10.0 million, or approximately 10%, to $111.7 million for the
six months ended July 26, 2003, from $101.7 million for the six months ended
July 27, 2002. As a percentage of net sales, selling, general and
administrative expenses increased to 40.0% for the six months ended July 26,
2003, as compared with 38.0% in the prior year period. The increase in
selling, general and administrative expenses reflects higher selling costs
associated with increased sales, increased advertising spending, and the
impact from foreign currency rates. On an annualized basis this fiscal year,
selling, general and administrative expenses as a percentage of sales is
expected to decrease.
Depreciation and Amortization. Depreciation and amortization decreased
approximately $1.2 million to $10.2 million for the six months ended July 26,
2003, as compared to $11.4 million for the six months ended July 27, 2002,
principally as a result of assets that were fully depreciated after July 27,
2002.
Interest Expense. Interest expense, net of interest income, decreased
by approximately $679,000 to $20.4 million for the six months ended July 26,
2003, as compared to $21.1 million for the six months ended July 27, 2002,
primarily as a result of the repurchase of approximately $10.7 million
aggregate principal amount of our 10 3/8% Senior Notes due 2007 and a
reduction in interest rates under our revolving credit facility.
Benefit from Income Taxes. The benefit from income taxes was
approximately $10.4 million for the six months ended July 26, 2003, as
compared with $11.3 million for the six months ended July 27, 2002 due to the
difference in the effective tax rate between the two periods. The effective
tax rate calculated as a percentage of loss before income taxes was 29% and
36% for the respective periods.
Net Loss. Net loss increased approximately $5.8 million, or 29%, to a
loss of $25.8 million for the six months ended July 26, 2003 as compared with
a loss of $20.1 million in the prior year period. The increase in net loss
was a result of higher selling, general and administrative expenses and a
lower effective tax rate partially offset by higher net sales and gross
profit, lower depreciation and amortization expense and lower interest
expense.
- 23 -
Accretion and Dividend on Preferred Stock. The accretion and dividend
on preferred stock, which is a non-cash charge to net loss attributable to
common shareholders, of $2.0 million for the six months ended July 26, 2003
and $1.8 million for the six months ended July 27, 2002, represents accretion
on the fair value of the preferred stock and the imputed dividends on the
preferred stock. During the six months ended July 26, 2003, the Company
issued to an affiliate of Unilever an additional 10,481 shares of Series D
convertible preferred stock as a dividend.
Net Loss Attributable to Common Shareholders. Net loss attributable to
common shareholders increased by approximately $5.9 million, or 27%, to a loss
of $27.8 million for the six months ended July 26, 2003 as compared with a
loss of $21.9 million for the six months ended July 27, 2002. The reduction
in net loss attributable to common shareholders was due to the increase in net
loss.
EBITDA. EBITDA (net income plus the provision for income taxes (or net
loss less the benefit from income taxes), plus interest expense, plus
depreciation and amortization expense) decreased approximately $6.7 million
to a loss of $5.6 million for the six months ended July 26, 2003 as compared
to income of $1.1 million for the six months ended July 27, 2002. The
decrease in EBITDA was the result of higher selling, general and
administrative expenses offset by higher net sales and gross profit.
EBITDA should not be considered as an alternative to operating income
(loss) or net income (loss) (as determined in accordance with generally
accepted accounting principles) as a measure of our operating performance or
to net cash provided by operating, investing and financing activities (as
determined in accordance with generally accepted accounting principles) as a
measure of our ability to meet cash needs. We believe that EBITDA is a
measure commonly reported and widely used by investors and other interested
parties as a measure of a company's operating performance and debt servicing
ability because it assists in comparing performance on a consistent basis
without regard to capital structure (particularly when acquisitions are
involved), depreciation and amortization, which can vary significantly
depending upon accounting methods (particularly when acquisitions are
involved) or non-operating factors (such as historical cost). Accordingly, as
a result of our capital structure and the accounting method used for our
acquisitions, we believe EBITDA is a relevant measure. This information has
been disclosed here to permit a more complete comparative analysis of our
operating performance relative to other companies and of our debt servicing
ability. EBITDA, may not, however, be comparable in all instances to other
similar types of measures.
The following is a reconciliation of net loss, as determined in
accordance with generally accepted accounting principles, to EBITDA:
(Dollars in thousands) (Unaudited)
Six Months Ended
------------- -------------
July 26, 2003 July 27, 2002
------------- -------------
Net loss $(25,822) $(20,063)
Plus (less):
Benefit from income taxes (10,393) (11,285)
Interest expense 20,376 21,055
Depreciation and
amortization 10,215 11,406
-------- --------
EBITDA $ (5,624) $ 1,113
======== ========
FINANCIAL CONDITION
For the six months ended July 26, 2003, net cash used in operating
activities totaled $68.0 million, compared with $60.0 million of net cash used
in operating activities for the six months ended July 27, 2002. The increase
in cash used versus a year ago is due primarily to a higher net loss. The
increase in inventories is primarily due to the purchase of inventories for
certain additional brands we have begun to distribute. Other payables and
accrued expenses decreased primarily due to the payment for the 10 3/8% Senior
Notes due 2007 repurchased at the end of the prior fiscal year, the payment of
prior fiscal year incentive accruals, royalty payments relating to prior year
net sales of licensed brands, and demonstration and advertising co-op payments
relating to prior year net sales. The increase in prepaid expenses and other
assets is due to the tax benefit generated in the first six months of this
fiscal year as a result of our pre-tax loss.
- 24 -
Net cash used in investing activities totaled $4.9 million for the six
months ended July 26, 2003, compared to $4.6 million for the six months ended
July 27, 2002. Net cash provided by financing activities totaled $64.3 million
for the six months ended July 26, 2003, compared to $64.2 million in the prior
year. Short-term debt increased primarily due to the repurchase of
approximately $10.7 million in aggregate principal amount of 10 3/8% Senior
Notes due 2007 during this fiscal year from proceeds from the revolving credit
facility.
We currently have a credit facility with a syndicate of banks that
provides for borrowings on a revolving basis of up to $200 million with a $25
million sublimit for letters of credit. The facility matures in January 2006.
Borrowings under this facility are limited to a "borrowing base" based on
eligible accounts receivable and inventories and are collateralized by a first
priority lien on all of our U.S. accounts receivable and inventory. Our
obligations under the credit facility rank pari passu, or equal in right of
payment, with our senior notes. The credit facility has only one financial
maintenance covenant, which is a fixed charge coverage ratio that applies only
if average borrowing availability under the credit facility is less than $50
million. No financial covenant was applicable for the six months ended July
26, 2003.
Borrowings under the revolving credit portion of the credit facility
bear interest at a floating rate based on the "Applicable Margin," which is
determined by reference to our ratio of consolidated debt to EBITDA (net
income plus the provision for income taxes or net loss less the benefit from
income taxes, plus interest expense, plus depreciation and amortization
expense). At our option, the Applicable Margin may be applied to either the
LIBOR or the prime rate. The Applicable Margin for LIBOR and prime rate
borrowings ranges from 2.25% to 3.00% and .5% to 1.25%, respectively. As of
August 1, 2003, the applicable margin was 2.75% for LIBOR loans and 1.00% for
prime rate loans. As of July 26, 2003, we had an outstanding balance under
the credit facility of $79.5 million, and the remaining availability, based
upon eligible receivables and inventories as of that date, was approximately
$75.5 million.
We believe that cash from operations and the availability under our
credit facility should be adequate to support currently planned business
operations and capital expenditures. If our actual operating results deviate
significantly from our projections, however, we may not remain in compliance
with the covenant of the credit facility and would not be allowed to borrow
under the credit facility. In addition, a default under our revolving credit
facility that causes acceleration of the debt under this facility could
trigger a default on our senior notes. In the event we are not able to borrow
under our credit facility, we would be required to develop an alternative
source of liquidity. There is no assurance that we could obtain replacement
financing or what the terms of such financing, if available, would be.
RECENTLY ADOPTED ACCOUNTING STANDARDS
In December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an Amendment of FASB Statement No. 123." This statement amends
SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair market
value based method of accounting for stock-based employee compensation. In
addition, this statement amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. As of July 26, 2003, we have
elected not to make a change to the fair market value of accounting for
stock-based compensation; however, we did adopt the disclosure provisions of
SFAS No. 148. We will continue to account for employee stock options under
the intrinsic value method pursuant to APB No. 25, "Accounting for Stock
Issued to Employees" and related interpretations, under which no compensation
costs were required to be recognized by us for the periods presented.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity"
("SFAS 150"). SFAS 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity in its statement of financial position. It requires
that an issuer classify a financial instrument that is within its scope as a
liability, because the financial instrument embodies an obligation of the
issuer. SFAS 150 will be effective in the third quarter of our current fiscal
year. This standard is not expected to materially impact our consolidated
financial statements.
- 25 -
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk. As of July 26, 2003, we had $79.5 million
outstanding under our credit facility subject to variable interest rates. Our
borrowings under our credit facility are seasonal, with peak borrowings in the
third quarter of our fiscal year. To date, we have not engaged in derivative
transactions with respect to our interest-bearing debt.
Foreign Currency Risk. We sell our products in approximately 90
countries around the world. For the three and six months ended July 26, 2003,
we derived approximately 37% and 36%, respectively, of our net sales from our
international operations. We derive our sales in various different
currencies, including the Euro, British pound, Swiss franc, Canadian dollar
and Australian dollar, as well as the U.S. dollar. With respect to our
international operations, our sales and expenses are typically denominated in
local currency, while costs of goods sold are denominated in a combination of
local currency and the U.S. dollar. Our results of operations are reported in
U.S. dollars. Fluctuations in currency rates can affect our reported sales,
margins, operating costs and the anticipated settlement of our foreign
denominated receivables and payables. Most of our skin care and cosmetic
products are produced in a manufacturing facility located in Roanoke,
Virginia. A weakening of the foreign currencies in which we generate sales
relative to the currencies in which our costs are denominated, which is
primarily the U.S. dollar, may decrease our reported cash flow and operating
profits. Our competitors may or may not be subject to the same fluctuations
in currency rates, and our competitive position could be affected by these
changes.
While we may engage in currency hedging transactions, primarily forward
exchange contracts, to reduce the exposure of our cash flows to fluctuations
in currency rates, we did not engage in foreign currency hedging activities
during the six months ended July 26, 2003. There can be no assurance that our
hedging operations, if any, will eliminate or substantially reduce risks
associated with fluctuating exchange rates.
ITEM 4. CONTROLS AND PROCEDURES
The Company's Chairman and Chief Executive Officer and Executive Vice
President and Chief Financial Officer, who are the principal executive officer
and principal financial officer, respectively, have evaluated the
effectiveness and operation of the Company's disclosure controls and
procedures (as defined in Rules 13a - 15(e) and 15(d)-15(e) of the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this
quarterly report (the "Evaluation Date"). Based upon such evaluation, they
have concluded that, as of the Evaluation Date, the Company's disclosure
controls and procedures are functioning effectively to provide reasonable
assurance that information required to be disclosed by the Company in its
reports filed or submitted by it under the Securities Exchange Act of 1934, as
amended, has been recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and forms.
There have been no changes in the Company's internal control over
financial reporting during the fiscal quarter covered by this quarterly report
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.
- 26 -
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders (the "Annual Meeting") of the
Company was held on June 25, 2003, in Miami Lakes, Florida.
(b) The following directors were elected at the Annual Meeting effective
June 25, 2003: E. Scott Beattie, J. W. Nevil Thomas, Fred Berens,
Richard C. W. Mauran, George Dooley and William M. Tatham.
(c) The shareholders voted at the Annual Meeting on the matters set forth
below.
1. The vote on the election of directors to serve until the next
annual meeting of shareholders or until their successors are duly
elected and qualified was as follows:
Votes Cast
Against or
For Withheld
--------- ----------
E. Scott Beattie 11,825,796 2,502,321
J. W. Nevil Thomas 11,801,909 2,521,208
Fred Berens 11,801,981 2,526,208
Richard C. W. Mauran 13,890,558 437,559
George Dooley 11,801,981 2,526,208
William M. Tatham 13,895,510 432,607
2. The vote on the approval of the amendment to the 2000 Stock
Incentive Plan was 9,090,841 for; 3,196,735 against and 5,166
abstained. There were 2,307,848 broker non-votes.
3. The vote on the ratification of the appointment of
PricewaterhouseCoopers LLP as independent auditors of the Company
for the fiscal year ending January 31, 2004, was 12,356,554 for;
2,237,706 against and 6,330 withheld.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
------- ----------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation of the Company
dated January 24, 2001 (incorporated herein by reference to
Exhibit 3.1 filed as part of the Company's Form 8-K dated
February 7, 2001 (Commission File No. 1-6370)).
3.2 Amended and Restated By-laws of the Company (incorporated herein
by reference to Exhibit 3.3 filed as part of the Company's Form
10-Q for the three months ended October 31, 2000 (Commission File
No. 1-6370)).
4.1 Indenture, dated as of May 13, 1997, between the Company and HSBC
Bank USA (formerly Marine Midland Bank), as trustee (incorporated
herein by reference to Exhibit 4.1 filed as part of the Company's
Form 8-K dated May 13, 1997 (Commission File No. 1-6370)).
4.2 Second Supplemental Indenture, dated as of January 23, 2001, to
Indenture dated as of May 13, 1997, by and among the Company, the
guarantors signatory thereto and HSBC Bank USA, as trustee
(incorporated herein by reference to Exhibit 4.2 filed as part of
the Company's Registration Statement on Form S-4 on February 21,
2001 (Registration No. 333-55310)).
4.3 Indenture, dated as of April 27, 1998, between the Company and
HSBC Bank USA, as trustee (incorporated herein by reference to
Exhibit 4.1 filed as part of the Company's Form 8-K dated
April 27, 1998 (Commission File No. 1-6370)).
- 27 -
Exhibit
Number Description
------- ----------------------------------------------------------------
4.4 Second Supplemental Indenture, dated as of January 23, 2001, to
Indenture dated as of April 27, 1998, by and among the Company,
the guarantors signatory thereto and HSBC Bank USA, as trustee
(incorporated herein by reference to Exhibit 4.4 filed as part of
the Company's Registration Statement on Form S-4 on February 21,
2001 (Registration No. 333-55310)).
4.5 Indenture, dated as of January 23, 2001, among the Company, FD
Management, Inc., DF Enterprises, Inc., FFI International, Inc.,
Elizabeth Arden GmbH, as guarantors, and HSBC Bank USA, as trustee
(incorporated herein by reference to Exhibit 4.1 filed as part of
the Company's Form 8-K dated February 7, 2001 (Commission File No.
1-6370)).
4.6 Security Agreement, dated as of January 23, 2001, made by the
Company and certain of its subsidiaries in favor of HSBC Bank USA,
as collateral agent (incorporated herein by reference to Exhibit
4.4 of the Company's Form 8-K on February 7, 2001 (Commission File
No. 1-6370)).
4.7 Second Amended and Restated Credit Agreement dated as of
December 24, 2002 among the Company, JP Morgan Chase Bank, as
administrative agent, Fleet National Bank, as collateral agent,
and the banks listed on the signature pages thereto (incorporated
by reference to Exhibit 4.1 filed as part of the Company's Form
8-K dated December 30, 2002 (Commission File No. 1-6370)).
4.8 Amended and Restated Security Agreement dated as of January 29,
2001, made by the Company and certain of its subsidiaries in favor
of Fleet National Bank, as administrative agent (incorporated
herein by reference to Exhibit 4.5 filed as part of the Company's
Form 8-K dated February 7, 2001 (Commission File No. 1-6370)).
10.1 2000 Stock Incentive Plan as amended on June 25, 2003.
10.2 Amended Non-Employee Director Stock Option Plan as amended on
March 18, 2003 (incorporated herein by reference to Exhibit 10.2
filed as a part of the Company's Form 10-Q for the quarter
ended April 26, 2003 (Commission File No. 1-6370)).
10.3 Amended 1995 Stock Option Plan (incorporated herein by reference
to Exhibit 4.12 filed as a part of the Company's Registration
Statement on Form S-8 dated July 7, 1999 (Commission File No.
1-6370)).
10.4 Amended 2002 Employee Stock Purchase Plan (incorporated herein by
reference to Exhibit 10.4 filed as a part of the Company's Form
10-Q for the quarter ended April 26, 2003 (Commission File No.
1-6370)).
10.5 Amended and Restated Deed of Lease dated as of January 17, 2003,
between the Company and Liberty Property Limited Partnership
(incorporated herein by referenced to Exhibit 10.5 filed as a part
of the Company's Form 10-Q for the quarter ended April 26, 2003
(Commission File No. 1-6370)).
31.1 Certification of Chief Executive Officer.
31.2 Certification of Chief Financial Officer.
32 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
The foregoing list omits instruments defining the rights of holders of
our long-term debt where the total amount of securities authorized thereunder
does not exceed 10% of our total assets. We hereby agree to furnish a copy of
each such instrument or agreement to the Commission upon request.
- 28 -
(b) Reports on Form 8-K.
A current report on Form 8-K dated May 19, 2003, was filed on May 19,
2003, under Item 9. Regulation FD Disclosure. (Item 12. Results of Operations
and Financial Condition), advising that the first quarter earnings would be
lower than previously estimated due to the SARS epidemic and certain other
factors and attaching the press release dated May 19, 2003.
A current report on Form 8-K dated May 28, 2003, was filed on May 28,
2003, under Item 9. Regulation FD Disclosure (Item 12. Results of Operations
and Financial Condition), (i) announcing the results of the Company's first
quarter ended April 26, 2003; and (ii) to provide net sales and diluted
earnings per share guidance for the remainder of fiscal year 2004, and
attaching the press release dated May 28, 2003.
A current report on Form 8-K dated June 11, 2003, was filed on June 12,
2003, under Item 9. Regulation FD Disclosure announcing that on June 11, 2003,
the Company filed a new shelf registration statement on Form S-3 for the
purpose of registering common stock for sale by the Company and registering
the remaining common stock underlying the Series D Convertible Preferred Stock
owned by Unilever N.V. (through its subsidiary Conopco, Inc.). The new shelf
registration statement would replace the Company's existing and effective
shelf registration statement on Form S-3 filed in July 2002. Attached to the
Form 8-K was the press release dated June 11, 2003.
A current report on Form 8-K dated June 25, 2003 was filed on June 25,
2003, under Item 9. Regulation FD Disclosure, announcing the results of voting
at the Company's Annual Meeting of Shareholders held on June 25, 2003.
- 29 -
SIGNATURES
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.
ELIZABETH ARDEN, INC.
Date: September 8, 2003 /s/ E. Scott Beattie
----------------- --------------------
E. Scott Beattie
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: September 8, 2003 /s/ Stephen J. Smith
----------------- --------------------
Stephen J. Smith
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
- 30 -