SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT: July 15, 2005
CCA Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or other jurisdiction of incorporation or
organization)
2-85538-B
(Commission File Number)
1-31643
(IRS Employer Identification Number)
200 Murray Hill Parkway, East Rutherford, New Jersey 07073
(Address of principal executive offices, zip code)
(201) 330-1400
(Registrant's telephone number including area code)
-1-
Item 2:02 Results of Operations and Financial Condition
1. The Company issued a news release on June 28, 2005
setting forth its estimated preliminary earnings for the
second quarter ended May 31, 2005. A copy of said news
release is annexed hereto as Exhibit "A."
2. The Company issued a news release on July 15, 2005
announcing its second quarter earnings results and six month
earnings results for the six month period ended May 31,
2005. A copy of said news release is annexed hereto as
Exhibit "B." The SEC suggested that the Company change its
method of estimating the benefits derived from the Company's
advertising expenditures. If our final discussions with the
SEC convince the Company to change its method of estimating
the benefits, the Company will restate the second quarter
ended May 31, 2005 to reflect the change in the estimate and
use the new method in all future filings. Although the
change will cause the second quarter to reflect
significantly lower earnings, its effects will be reversed
in the third and fourth quarters with no overall impact on
the annual results.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: July 15, 2005
CCA Industries, Inc.
Registrant
By: Ira W. Berman
Ira W. Berman, Secretary
-2-
Exhibit "A"
Company Contact:
Ira W. Berman
Chairman
800 524-2720
FOR IMMEDIATE RELEASE
CCA INDUSTRIES, INC. ANNOUNCES PRELIMINARY SECOND QUARTER RESULTS
East Rutherford, NJ, June 28, 2005: CCA Industries, Inc.
(AMEX - CAW) announced today that preliminary second quarter
revenues were $18,616,053, gross profits before taxes were
$2,852,015 compared to revenues of $18,339,247 and gross profits
before taxes of $4,646,436 for the prior year's second quarter.
"Because of the intense competition from major competitors
in some of our categories, we have increased our advertising
budget by $1million to be expended in the third and fourth
quarters. General and administrative expenses increased which
included among other inflationary increases, a $300,000 oil
surcharge which impacted our freight expense. To be
conservative, we have increased our reserve against possible
returns to avoid any possible subsequent adjustments because of
the current uncertainty in the industry," stated David Edell,
chief executive officer.
"We have had a number of investment banking firms contacting
us to help maximize shareholder value. After due deliberation,
we have entered into an agreement with a firm that is a member of
the New York Stock Exchange to suggest alternative transactions.
We have a solid debt-free balance sheet, free cash flow plus a
substantial unsecured line of credit for any future
transactions."
CCA Industries, Inc. manufactures and markets health and
beauty aids, each under its individual brand name. The products
include, principally, "Plus+White" toothpastes and teeth whiteners,
"Sudden Change" anti-aging skin care products and "Scar Zone,"
"Nutra Nail" nail growth treatments, "Mega" Green Tea diet aids,
"Hair Off" hair removal and depilatories, "Bikini Zone" medicated
creme and gel for the bikini area, "Solar Sense" sun protection products,
"Cherry Vanilla" Perfume and the Denise Austin "Skin Fit for Life"
green tea anti-oxidant skin care line.
Statements contained in the news release that are not historical
facts are forward looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and
uncertainties, which would cause actual results to differ
materially from estimated results. Such risks and uncertainties
are detailed in the Company's filings with the Securities and
Exchange Commission.
Exhibit "B"
Company Contact:
Ira W. Berman
Chairman
800 524-2720
FOR IMMEDIATE RELEASE
CCA INDUSTRIES, INC. ANNOUNCES SECOND QUARTER RESULTS
East Rutherford, NJ, July 15, 2005: CCA Industries, Inc.
(AMEX - CAW) announced today that second quarter revenues were
$18,616,053, net profits after taxes were $1,750,653, and earnings
per share fully diluted were $0.24 compared to revenues of
$18,339,247 and net profits after taxes of $2,798,203, and
earnings per share fully diluted were $0.36 for the prior year's
second quarter.
"Because of the intense competition from major competitors in
some of our categories, we have increased our advertising budget
by $1million of which $500,000 was accrued as an expense in the
second quarter. All of this advertising however, will run in the
third and fourth quarters. General and administrative expenses
increased which included among other inflationary increases, our
increased freight expense. To be conservative, we have increased
our reserve against possible returns to avoid any possible
subsequent adjustments because of the current uncertainty in the
industry," stated David Edell, chief executive officer.
For the six month period ended May 31, 2005 revenues were
$33,430,241, net income after taxes was $2,695,485, earnings per
share fully diluted were $0.37 compared to revenues of
$31,426,735, net income after taxes of $3,634,345, earnings per
share fully diluted of $0.47 for the prior six month period.
"As we advised in our previous press release, the board of
directors is exploring possible strategic alternatives to enhance
shareholder value. Although we are giving this matter our utmost
attention, there can be no assurance that a transaction will
occur, or if undertaken, the terms and timing thereof," stated
David Edell. "We are pleased with the inclusion of our Company in
the New Russell Micro Cap Index which debuted on July 1, 2005."
The Company is in discussions with the SEC regarding the best
way to report its advertising expense during the interim periods.
While the outcome will have no effect at all on the Company's year
end financial statements which have always been in accordance with
GAAP, it expensed all of the advertising costs expended during a
fiscal year in the year they were incurred; the financial results
of the individual quarters within each year will be affected.
APB 28 Interim Financial Reporting states "Advertising costs
may be deferred within a fiscal year if the benefits of
expenditure made clearly extend beyond the interim period in which
the expenditure is made."
This requires an estimate to be made by the Company as to how
much benefit of incurred advertising will be realized in
subsequent quarters. As stated in the previously filed 10Q's over
the past years, the Company has consistently reported its
advertising expense according to its interpretation of APB 28
Interim Financial Reporting by expensing its annualized budgeted
advertising expense equally over the four quarters. The Company
feels that its budgeted advertising expense for any year affects
its sales for the entire year regardless of when the advertisement
actually runs. The strategy adopted by the Company to get the
most value for its advertising dollars is to saturate the market
during the first two quarters of each fiscal year so that an
impression can be made on the consumer. The benefit of that
advertising is then reflected in the brand recognition achieved,
which carries over into the last two quarters of the year. By the
beginning of the next fiscal year the Company believes it must,
once again, saturate the market to rekindle the interest in its
products.
"We do not believe that the advertising spent in a particular
quarter relates solely to the sales in that quarter, especially
since the advertising might generate sales at the retailer it
doesn't affect the Company until the retailer reorders to replace
the sold inventory. Depending on the retailer this could be weeks,
months, or quarters later," stated David Edell.
The SEC interpretations of APB 28 is that there is no clear
benefit to the advertising dollars spent in the subsequent
quarters and therefore, they have suggested that the Company
expense its advertising during its interim periods as the costs
are incurred. The company's position is that because it expends
approximately 75% of its media budget in the first half of the
fiscal year, its method of consolidating and saturating its
product advertising is such that it will not have to advertise
heavily in the second half of the year. Therefore, under its
current presentation, it spreads out its advertising expense
equally over each quarter as it believes sales results in the
second half are a direct result and clear benefit of its heavy
advertising in the first half.
No matter which accounting methods is used to expense
advertising, the year end results will be exactly the same as all
advertising expenses will have been expended by year end.
The SEC suggestions would have the result of substantially
reducing earnings in the first half, but substantially increasing
earnings in the second half, especially in the fourth quarter when
the Company usually does not advertise to any extent.
Had the Company reported its advertising expense according to
the SEC's suggestion in the current and previous two years the Pro-
forma Net income and diluted EPS would have been as follows:
Fiscal First Second Third Fourth Year
Year Quarter Quarter Quarter Quarter End
(000) (000) (000) (000) (000)
-Pro-Forma
2005
Revenues $14,814 $18,616
Advertising $ 5,323 $ 4,285
NI ($ 435) $ 1,337
EPS ($.06) $ .18
-Pro-Forma
2004
Revenues $13,087 $18,339 $16,696 $13,395 $61,518
Advertising $ 6,547 $ 4,633 $ 551 $ 1,387 $13,119
NI ($ 1,462) $ 1,902 $ 3,584 $ 1,772 $ 5,797
EPS ($ .20) $ .25 $ .47 $ .24 $ .75
-Pro-Forma
2003
Revenues $12,515 $17,611 $12,853 $11,758 $54,737
Advertising $ 4,036 $ 3,893 $ 1,085 $ 1,314 $10,329
NI ($ 218) $ 1,897 $ 2,052 $ 1,521 $ 5,252
EPS ($ .03) $ .25 $ .28 $ .20 $ .68
This reporting change would have had no effect on the year
end financials whatsoever. It simply would have skewed the
quarterly earnings to reflect significantly less earnings in the
first two quarters when we typically spend the bulk of our
advertising dollars and significantly more income in the third and
fourth quarters when we reap the rewards of our advertising but
significantly reduce our current spending.
For comparison purposes, the historical numbers we did report
are shown below:
2005
Revenues $14,814 $18,616
Advertising $ 3,098 $ 3,655
NI $ 945 $ 1,751
EPS $ .13 $ .24
2004
Revenues $13,087 $18,339 $16,696 $13,395 $61,518
Advertising $ 2,824 $ 3,064 $ 3,932 $ 3,299 $13,119
NI $ 836 $ 2,798 $ 1,457 $ 705 $ 5,797
EPS $ .11 $ .36 $ .19 $ .09 $ .75
2003
Revenues $12,515 $17,611 $12,853 $11,758 $54,737
Advertising $ 2,723 $ 2,634 $ 2,405 $ 2,568 $10,329
NI $ 574 $ 2,584 $ 1,287 $ 807 $ 5,252
EPS $ .08 $ .34 $ .17 $ .11 $ .68
As shown the year end numbers are exactly the same, the
change simply reallocates when our advertising dollars are
expensed.
If our final discussion with the SEC causes us to change our
method of estimating the benefits derived from our advertising
dollars, we will restate the current quarter to reflect the change
in estimate and will utilize the new method in all future filings.
The effect of the restatement on the 2nd quarter 2005 financials
will be to decrease the earnings from $1,751,000, $.24 EPS, to
($122,000), ($.02) EPS. This is due to the fact that since this
is a "change in an estimate", accounting guidelines require us to
account for the entire effect in the most recent quarter rather
than restate each of the prior quarters. Therefore, the entire
effect of the current quarter's deferral is reflected in the
second quarter earnings as opposed to being reflected in both the
first and second quarters as shown in the pro forma table above.
As stated above, although the change makes our 2nd quarter
earnings look significantly lower, its affects will be reversed in
the third and fourth quarters when very little advertising is
budgeted to be expended.
CCA Industries, Inc. manufactures and markets health and
beauty aids, each under its individual brand name. The products
include, principally, "Plus+White" toothpastes and teeth whiteners,
"Sudden Change" anti-aging skin care products and "Scar Zone,"
"Nutra Nail" nail growth treatments, "Mega" Green Tea diet aids,
"Hair Off" hair removal and depilatories, "Bikini Zone" medicated
creme and gel for the bikini area, "Solar Sense" sun protection
products, "Cherry Vanilla" Perfume and the Denise Austin "Skin Fit
for Life" green tea anti-oxidant skin care line.
Statements contained in the news release that are not historical
facts are forward looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties,
which would cause actual results to differ materially from
estimated results. Such risks and uncertainties are detailed in
the Company's filings with the Securities and Exchange Commission.
CCA Industries, Inc. & Subsidiaries
Second Quarter Ended
May 31, 2005
News Release
Quarter Ended May 31, 2005 May 31, 2004
Revenues $18,616,053 $18,339,247
Net Income $ 1,750,653 $ 2,798,203
Per Share Earnings
Basic $0.25 $0.38
Diluted $0.24 $0.36
Weighted Average
Shares Outstanding
Basic 7,139,056 7,314,491
Diluted 7,335,087 7,677,661
Six Months Ended
Revenues $33,430,241 $31,426,735
Net Income $ 2,695,485 $ 3,634,345
Per Share Earnings
Basic $0.38 $0.50
Diluted $0.37 $0.47
Weighted Average
Shares Outstanding
Basic 7,116,651 7,301,942
Diluted 7,317,103 7,665,029