Item 1. Business
General
Helene Curtis Industries, Inc. (together with its subsidiaries, the "Company") is a holding company incorporated in Delaware on April 16, 1984, whose principal subsidiary, Helene Curtis, Inc., has been operating since January 1928.
The Company develops, manufactures and markets personal care products consisting primarily of consumer brand name hair and skin care products and antiperspirants and deodorants. The Company is one of the largest sellers of hair care products in the United States, mainly with its Suave, Finesse, Salon Selectives and Vibrance hair care brands.
The Company is also the fourth leading seller in the United States of antiperspirant/deodorant products through its Degree and Suave brands, and the third leading seller of hand and body lotion products with its Suave brand.
The Company also develops, manufactures and markets professional hair care products for use and resale by licensed cosmetologists. The Company's Quantum permanent wave is the leading permanent wave brand sold to licensed cosmetologists in the United States.
The Company's products, particularly its Finesse and Salon Selectives brands, are among the market leaders in most countries where the Company has an operating subsidiary and have been introduced through licensees and others in over 100 countries throughout the world. Sales of the Company's products outside the U.S. account for approximately 36 percent of annual volume.
Products
U.S. Consumer Products
The Company markets a wide variety of hair care products to consumers under the Suave, Finesse, Salon Selectives and Vibrance brand names. It markets antiperspirants/deodorants under the Suave and Degree brand names and skin care and baby care products under the Suave brand name.
The Company targets its Suave products to consumers who desire a high quality product priced considerably below premium-priced lines. This positioning has proven successful as Suave is both the best-selling shampoo and the best-selling conditioner in the United States in terms of units sold. The Company sells Suave shampoo, Suave conditioner and Suave styling aids for this price-value segment of the market.
Finesse, the sixth largest hair care brand in the United States on a dollar-sales basis, is marketed as a premium-priced line of products. Finesse conditioner, relying on a unique patented formulation, was launched in 1982 and Finesse shampoo was introduced in 1983. The Company also sells Finesse styling aids, including hair spray, gel and mousse.
The Company's Salon Selectives line of consumer shampoos, conditioners and styling aids is marketed to consumers who are interested in purchasing products which were traditionally available only in beauty salons and which can be customized to their hair and lifestyle needs. Salon Selectives, introduced in 1987, is the third largest hair care brand on a dollar-sales basis, in the United States.
The Company also markets Vibrance hair care products, which were introduced in 1991 and targeted toward consumers who desire strong, healthy looking hair. The line was repositioned at the start of the fiscal year commencing March 1, 1995.
The Company's Degree antiperspirant/deodorant products were introduced in 1990. Degree antiperspirant products provide consumers with additional odor and wetness protection in response to rising body heat. The Company's Suave antiperspirant/deodorant products are targeted to the price-value segment of the market. With its Degree and Suave brands, the Company ranks fourth in antiperspirant/deodorant sales in the United States.
The Company ranks third in the category of hand and body lotion products in the U.S. in units sold. The Company sells these products under its Suave brand. The Company also markets a line of Suave facial care products and a line of Suave baby care products, which build on Suave's brand equity and reputation of offering quality products at a value price.
U.S. Professional Products
The Company develops and markets a wide range of permanent waves and other hair care products to licensed cosmetologists for use in beauty salons and for resale to consumers through salons. Since its founding, the Company has been a technological leader in this industry, pioneering, among other things, the "cold" permanent wave, which is safer and more effective than prior methods of waving hair. Its Quantum permanent wave is applicable for all hair types and is the best-selling permanent wave brand for professional use in the United States.
The Company markets numerous professional product lines, including the following: Quantum, Naturelle and Hair Specifics hair care products; ISO, Catio Therm, Post Impressions, One Better, Impact, Even Heat, Fine Solutions and Luxuriance permanent waves.
International Products
The Company sells its products in over 100 countries through wholly-owned operating subsidiaries in Australia, Canada, Italy, Japan, New Zealand, Sweden (serving Scandinavia) and the United Kingdom and through licensees and authorized distributors in other countries, and export sales from the United States. The Company is among the market leaders in the consumer hair care business in each market in which it has a subsidiary, except Italy, where the business has focused on the sale of professional products.
The Company has introduced Degree antiperspirant/deodorant in Canada, Australia, New Zealand and Scandinavia.
Additionally, in some markets, the Company's subsidiaries have developed and introduced their own brands. For example, the Company's Japanese subsidiary markets Program, a hair care line targeted to women with damaged hair.
The Company's international business is subject to all the risks inherent in operations in foreign countries. The sales, operating profit and identifiable assets attributable to each geographic area for the fiscal years ended in February 1995, 1994 and 1993 are set forth in Note (12) of the Notes to the Consolidated Financial Statements, which Note is incorporated herein by reference.
Competition
The markets for the Company's products are intensely competitive and sensitive to changing consumer preferences and demands. They are characterized by frequent introductions of competitive products, often accompanied by major advertising and promotional programs which can significantly affect sales and earnings of the product sponsor and its competitors. The Company competes primarily on the basis of product quality, price and brand-name recognition built by advertising and promotion.
At least 10 domestic manufacturers, some of which are highly diversified and have significantly greater financial resources than the Company, can be regarded as major competitors in the United States and throughout the world. The Company is a significant competitor in its industry.
Marketing
The Company competes in businesses where growth is achieved largely by gaining market share at the expense of competitors. Accordingly, the Company maintains an aggressive strategy utilizing substantial television advertising, consumer promotion and merchandising support of existing brands, coupled with periodic major investments in new products and line extensions of established brand names. During the fiscal years ended in February 1995, 1994 and 1993, the Company's advertising and media expenses were approximately $150.5 million, $152.3 and $147.6 million, respectively.
The Company believes there is substantial consumer recognition for its major brands and that this recognition is a meaningful contributor to its sales. Significant and repeated advertising and promotion serve to build and retain a brand's position in the marketplace. In order for a brand's position to be sustained for many years, as in the case of the Suave brand which has been marketed for nearly 60 years, product formulas and packaging must continue to be improved. In addition, major advertising expenditures are necessary from time to time to maintain the brand's market share. Although these expenditures may impact the Company's earnings in the year in which they are made, to the extent that they sustain a brand's position, they support the Company's growth.
New product development also plays a significant role in the Company's marketing strategy. The Company relies on its market research and new product development groups to identify consumer needs, to foresee shifts in consumer preferences and to assess the competitive marketplace. The successful introduction of any new product is largely dependent on product positioning, product quality and innovation, packaging, advertising and promotional support and the level of competitive activity. In view of the intensely competitive industry in which the Company competes, new product introductions require substantial advertising and promotional expenditures which are made at a proportionally higher rate relative to sales than expenditures for well-established products. Although these expenditures materially impact earnings in the particular period in which they are made, they foster the Company's growth well beyond that period if the new product is ultimately successful.
Customers and Distribution
In the United States, the Company's products are distributed through wholesalers and directly to major drug chains, mass merchandisers and food outlets and major chains of beauty salons. In international markets, the Company's products are manufactured and marketed through a network of subsidiaries, licensees and distributors.
Approximately 15% of the Company's net sales for the fiscal year ended February 28, 1995 were to one customer. None of the Company's customers has any continuing contractual obligations to make purchases from the Company.
Trademarks and Patents
The Company markets its products under a number of trademarks and trade names (e.g., Helene Curtis, Suave, Finesse, Salon Selectives, Degree, Vibrance and Quantum) which are registered in the United States and many foreign countries. The Company's position in the marketplace is dependent upon the goodwill engendered in these trademarks as well as in the individual performance and price of products using them. The Company considers trademark protection to be of material importance to its business.
The Company is not materially dependent on any patent, license, franchise or concession, whether owned by or licensed to the Company. Although the Company owns certain patents, the loss of any patent would not have a materially adverse effect on the Company's operations as a whole. During the fiscal year ended February 28, 1995, the Company successfully prevented the continued sale of several products that infringed the Company's patent on its ISO permanent wave.
Research and Development
The Company is continuously engaged in the development of new products and maintains an extensive laboratory facility for such purpose. The Company relies principally on its experience in the personal care business in formulating new products and maintains a staff of approximately 230 people for research and development. The Company expended $26.8 million, $22.5 million and $22.0 million during the fiscal years ended in February 1995, 1994 and 1993, respectively, on research activities relating to the development of new products and the improvement of existing personal care products.
Regulation
Government regulation has not materially restricted or impeded the Company's operations. Certain of the Company's products are subject to regulation under the Federal Food, Drug and Cosmetic Act and the Fair Packaging and Labeling Act. The Company is also subject to regulation by the Federal Trade Commission with respect to the content of its advertising, its trade practices and other matters.
Employees
The Company currently employs approximately 3,400 employees. Virtually all of the Company's employees are non-union. The Company considers its relationship with its employees to be good.
Manufacturing and Supplies
Most of the Company's products are manufactured, filled and packaged by the Company at its facilities in Chicago, Illinois and the City of Industry, California, as well as at its subsidiary operation in New Zealand. See "Properties." Some of the Company's products sold in the United States or by its international subsidiaries are manufactured by outside contractors, none of which manufactures a significant portion of the Company's output.
Raw materials used in the Company's products are available from several sources. If any single supplier should be unable to furnish materials, the Company believes that other sources could be obtained without material disruption to or other adverse effect upon its business.
Backlog
As the Company manufactures and ships its products against orders received in a relatively short period of time thereafter, the dollar amount of backlog orders at any given date, or from year to year, is not a material element in the Company's business.
Item 2.
Item 2. Properties
The principal office of the Company is located at 325 North Wells Street in Chicago, Illinois. The office building, which has approximately 120,000 square feet of space used by the Company, was purchased in 1981 and rehabilitated by the Company.
The Company owns its principal manufacturing plant, which comprises approximately 315,000 square feet, and is located at 4401 West North Avenue, Chicago, Illinois. The Company owns a connecting building and land of approximately 60,500 square feet. An additional 238,000 square feet of land and building adjacent to said plant is leased until 1996. This lease contains five renewal options of five years each, giving the Company the right to extend the term to 2021.
The Company owns approximately 12 acres of property in Chicago adjacent to its principal manufacturing facility. This property includes a building of approximately 587,000 square feet, which is used for offices, manufacturing and warehousing. Approximately one-third of the building has been leased to its former owner for a ten-year period ending in 2001.
The Company owns its principal warehouse and distribution facility, comprising approximately 376,000 square feet of building on 32.5 acres of land, located in Chicago, Illinois. This facility became fully operational in 1989. The Company also owns a warehouse facility comprising approximately 475,000 square feet of building space on 10.5 acres of land at 1657 N. Kilpatrick Avenue, Chicago, Illinois. Additional warehouse and shipping facilities are located at the Company's principal manufacturing plant.
The Company owns a 128,000 square foot manufacturing and warehousing facility in the City of Industry, California, which was constructed in 1982. In addition, in 1989, the Company purchased 8.36 acres of property, including an industrial building of approximately 150,000 square feet, adjacent to the facility.
In March 1995, the Company relocated its research and development operations to an approximately 151,000 square foot facility located in Rolling Meadows, Illinois which is leased until 2012. The building includes offices and laboratories. The relocation will allow for the expansion of the Company's principal manufacturing and operations facility. The lease contains ten (10) renewal options of five (5) years each, giving the Company the right to extend the term until 2062.
The Company also leases or owns other smaller properties and facilities in various locations in the United States and in foreign countries.
Although some of the Company's manufacturing plants were constructed a number of years ago, such plants, together with newer additions, are, in the opinion of management, deemed to be in good condition and sufficient for the Company's current needs.
Item 3.
Item 3. Legal Proceedings
There are no material pending legal proceedings involving the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted during the fourth quarter of fiscal 1995 to a vote of security holders.
Executive Officers of the Registrant:
Title Name Age
Chairman of the Board Gerald S. Gidwitz 88 Vice Chairman of the Board Joseph L. Gidwitz 90 President and Chief Executive Officer Ronald J. Gidwitz 50 Executive Vice President and Chief Operating Officer Michael Goldman 58 Executive Vice President Gilbert P. Smith 58 Senior Vice President Charles G. Cooper 67 Senior Vice President Colin J. Morgan 59 Senior Vice President Eugene Zeffren 53 Vice President and Chief Information Officer Thomas J. Gildea 51 Vice President and Chief Financial Officer Lawrence A. Gyenes 44 Vice President V. James Marino 45 Vice President Robert K. Niles 50 Vice President and Corporate Controller Mary J. Oyer 46 Vice President Robert Sack 58 Vice President, Secretary and General Counsel Roy A. Wentz 45 Treasurer Arthur A. Schneider 48
Foreign-Based Officers:
President and Managing Director, Helene Curtis United Kingdom and Vice President of the Company Robert G. Kelly 51
President, Helene Curtis Ltd. (Canada) and Vice President of the Company Jack D. Pogue 62
Ronald J. Gidwitz is the son of Gerald S. Gidwitz; Joseph L. Gidwitz and Gerald S. Gidwitz are brothers.
All executives have served in the capacities shown for the last five years except as follows: Charles G. Cooper, Michael Goldman, Robert G. Kelly, V. James Marino, Colin J. Morgan, Mary J. Oyer, Jack D. Pogue, Arthur A. Schneider, Gilbert P. Smith, Roy A. Wentz and Eugene Zeffren, all of whom have been employed by the Company in other executive capacities for at least five years and were elected to the positions shown during this five-year period. Prior to joining the Company in 1991, Robert K. Niles served in various capacities for The Quaker Oats Company, most recently as Vice President, Human Resources for its Breakfast Division. Prior to joining the Company in 1994, Lawrence A. Gyenes served in various capacities for G. D. Searle & Co., most recently as Corporate Vice President of Finance.
PART II
Item 5.
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
Incorporated by reference to the Company's Annual Report to Stockholders for the fiscal year ended February 28, 1995, under the caption "Common Stock Data," page 31.
Item 6.
Item 6. Selected Financial Data
Incorporated by reference to the Company's Annual Report to Stockholders for the fiscal year ended February 28, 1995, under the caption "Ten-Year Summary," page 31.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Incorporated by reference to the Company's Annual Report to Stockholders for the fiscal year ended February 28, 1995, under the caption "Management's Discussion and Analysis," pages 22-23.
Item 8.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Company's Annual Report to Stockholders for the fiscal year ended February 28, 1995, see index in Part IV, Item 14 (a).
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Information with respect to directors is incorporated by reference to the Company's Proxy Statement for the Company's Annual Meeting of Stockholders to be held June 27, 1995, under the captions "Nominees for Directors," "Continuing Directors" and "Compliance with Section 16(a)," pages 6-7 and 21. Information with respect to Executive Officers is set forth in Part I, under the caption "Executive Officers of the Registrant."
Item 11.
Item 11. Executive Compensation
Incorporated by reference to the Company's Proxy Statement for the Annual Meeting of Stockholders to be held on June 27, 1995, under the caption "Executive Officer Compensation" but excluding information contained under "Compensation Committee Report on Executive Compensation," pages 9-12.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated by reference to the Company's Proxy Statement for the Annual Meeting of Stockholders to be held on June 27, 1995, under the captions "Principal Security Holders" and "Security Ownership of Management," pages 2-5.
Changes in Control: The Company knows of no contractual arrangements which may, at a subsequent date, result in a change in control of the Company.
Item 13.
Item 13. Certain Relationships and Related Transactions
Incorporated by reference to the Company's Proxy Statement for the Annual Meeting of Stockholders to be held on June 27, 1995, under the caption "Compensation Committee Interlocks and Insider Participation" and "Transactions with Affiliated Persons" on pages 16 and 18, respectively.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Page in Annual Report to Stockholders --------------- (a) 1. Financial Statements:
Independent Accountants' Report 21
Consolidated Statements of Earnings for the years ended February 28, 1995, 1994 and 1993 24
Consolidated Statements of Stockholders' Equity for the years ended February 28, 1995, 1994 and 1993 24
Consolidated Balance Sheets as of February 28, 1995 and 1994 25
Consolidated Statements of Cash Flows for the years ended February 28, 1995, 1994 and 1993 26
Notes to Consolidated Financial Statements 27-30
(b) Reports on Form 8-K During the last quarter of the fiscal year ended February 28, 1995, the Company did not file any reports on Form 8-K.
(c) Exhibits
3 (i) The Certificate of Incorporation of Helene Curtis Industries, Inc., as amended, incorporated by reference to the Company's Annual Report listed on Form 10-K for the fiscal year ended February 29, 1992, Exhibit 3(a).
(ii) The bylaws of the Company, as amended, effective April 24, 1991. Incorporated by reference to the Company's Annual Report filed on Form 10-K for the fiscal year ended February 28, 1991, Exhibit 3(b).
4 (a) Letter of Credit Agreement dated as of October 1, 1986, between Helene Curtis, Inc. and Harris Trust and Savings Bank, relating to an Industrial Revenue bond refinancing. Incorporated by reference to the Company's Annual Report filed on Form 10-K for the fiscal year ended February 28, 1987, Exhibit 4(a).
(b) Revolving Credit Agreement dated as of September 13, 1990, between Helene Curtis, Inc. and the Harris Trust and Savings Bank; The First National Bank of Chicago; Bank of America National Trust & Savings Association; NBD Bank, N.A.; Mellon Bank, N.A.; Chemical Bank; The Industrial Bank of Japan, Limited; and The Mitsubishi Bank, Limited. Incorporated by reference to the Company's Annual Report filed on Form 10-K for the fiscal year ended February 28, 1991, Exhibit 4(c).
(c) Note Purchase Agreement dated as of January 31, 1992, between Helene Curtis, Inc. and Nationwide Life Insurance Company, West Coast Life Insurance Company, Financial Horizons Life Insurance Company, Farmland Life Insurance Company and Wisconsin Health Care Liability Insurance Plan. Incorporated by reference to the Company's Annual Report filed on Form 10-K for the fiscal year ended February 29, 1992, Exhibit 4(d).
(d) Note Agreement dated as of March 1, 1994, between Helene Curtis, Inc. and Connecticut Mutual Life Insurance Company, Connecticut General Life Insurance Company, Life Insurance Company of North America, Great-West Life and Annuity Insurance Company, Nationwide Life Insurance Company, Financial Horizons Life Insurance Company and Employers Life Insurance Company of Wausau. Incorporated by reference to the Company's Annual Report filed on Form 10-K for the fiscal year ended February 28, 1994, Exhibit 4(d).
10 Executive Compensation Plans and Arrangements
(a) Executive Pension Agreement. Incorporated by reference to the Helene Curtis, Inc. Annual Report filed on Form 10-K for the fiscal year ended February 28, 1981, Exhibit 10(a).
(b) 1983 Stock Option Plan, as amended. Incorporated by reference to the Company's Annual Report filed on Form 10-K for the fiscal year ended February 28, 1989, Exhibit 3(d).
(c) Death Benefit Agreement. Incorporated by reference to the Helene Curtis, Inc. Annual Report filed on Form 10-K for the fiscal year ended February 28, 1982, Exhibit 10(c).
(d) Supplemental Profit Sharing and Retirement Savings Plan.
(e) Directors Stock Option Plan. Incorporated by reference to the Proxy Statement for the Helene Curtis Industries, Inc. Annual Meeting of Stockholders held June 21, 1988.
(f) 1992 Stock Option Plan. Incorporated by reference to the Proxy Statement for the Helene Curtis Industries, Inc. Annual Meeting of Stockholders held June 16, 1992.
(g) 1994 Stock Appreciation Right Plan. Incorporated by reference to the Proxy Statement for the Helene Curtis Industries, Inc. Annual Meeting of Stockholders held June 28, 1994.
(h) Executive Management Incentive Plan. Incorporated by reference to the Proxy Statement for the Helene Curtis Industries, Inc. Annual Meeting of Stockholders held June 28, 1994.
(i) Executive Incentive Plan.
11 Computation of Earnings Per Share.
13 Annual Report to Stockholders, for the fiscal year ended February 28, 1995 (only those portions incorporated by reference in this document are deemed "filed.")
21 List of Subsidiaries.
23 Consent of Coopers & Lybrand L.L.P.
27 Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(REGISTRANT) HELENE CURTIS INDUSTRIES, INC.
BY (SIGNATURE) s/Ronald J. Gidwitz (NAME AND TITLE) Ronald J. Gidwitz, President and Chief Executive Officer DATE May 25, 1995
BY (SIGNATURE) s/Lawrence A. Gyenes (NAME AND TITLE) Lawrence A. Gyenes, Vice President and Chief Financial Officer DATE May 25, 1995
BY (SIGNATURE) s/Mary J. Oyer (NAME AND TITLE) Mary J. Oyer, Vice President and Corporate Controller DATE May 25, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
BY (SIGNATURE) s/Marshall L. Burman (NAME AND TITLE) Marshall L. Burman, Director DATE May 25, 1995
BY (SIGNATURE) s/Frank W. Considine (NAME AND TITLE) Frank W. Considine, Director DATE May 25, 1995
BY (SIGNATURE) s/Charles G. Cooper (NAME AND TITLE) Charles G. Cooper, Director DATE May 25, 1995
BY (SIGNATURE) s/Gerald S. Gidwitz (NAME AND TITLE) Gerald S. Gidwitz, Chairman of the Board; Director DATE May 25, 1995
BY (SIGNATURE) s/Michael Goldman (NAME AND TITLE) Michael Goldman, Director DATE May 25, 1995
BY (SIGNATURE) s/Joseph L. Gidwitz (NAME AND TITLE) Joseph L. Gidwitz, Director DATE May 25, 1995
BY (SIGNATURE) s/Ronald J. Gidwitz (NAME AND TITLE) Ronald J. Gidwitz, President; Principal Executive Officer; Director DATE May 25, 1995
BY (SIGNATURE) s/John C. Stetson (NAME AND TITLE) John C. Stetson, Director DATE May 25, 1995
BY (SIGNATURE) s/Abbie J. Smith (NAME AND TITLE) Abbie J. Smith, Director DATE May 25, 1995
BY (SIGNATURE) s/Gilbert P. Smith (NAME AND TITLE) Gilbert P. Smith, Director DATE May 25, 1995