-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kxMfaWpF2wbKydH5KX4+Wy1KqJP/Z51M2alg0G0xT/92lwwtEjSkdJ2S1uYniVmZ Zv5GVWZgL6eLSObMqznvnQ== 0000769208-95-000013.txt : 19950531 0000769208-95-000013.hdr.sgml : 19950531 ACCESSION NUMBER: 0000769208-95-000013 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950530 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAIR CORP/DE/NEW CENTRAL INDEX KEY: 0000769208 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 111950030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08919 FILM NUMBER: 95543084 BUSINESS ADDRESS: STREET 1: 150 MILFORD RD CITY: EAST WINDSOR STATE: NJ ZIP: 08520 BUSINESS PHONE: 6094261300 MAIL ADDRESS: STREET 1: 150 MILFORD ROAD CITY: EAST WINDSOR STATE: NJ ZIP: 08520 FORMER COMPANY: FORMER CONFORMED NAME: CONAIR ACQUISITION CORP DATE OF NAME CHANGE: 19850805 8-K/A 1 NOTE: THIS 8K/A IS BEING REFILED DUE TO THE ILLEGIBILITY OF THE ORIGINAL 8K/A AND ALL DATA AND INFORMATION ARE IDENTICAL TO THE ORIGINAL FILING. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 5, 1995 February 20, 1995 (Date of earliest event reported) CONAIR CORPORATION (Exact name of registrant as specified in its charter Delaware 1-8919 11-1950030 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 150 Milford Road, East Windsor, New Jersey 08520 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (609) 426-1300 N/A (Former name or former address, if changed since last report) "The undersigned Registrant hereby amends the Current Report on Form 8-K dated March 6, 1995 by including herewith for filing the pro forma financial information required by Item 7 of Form 8-K which information was not practicably available at the time of the filing of the Form." UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS The following unaudited pro forma condensed financial statements give effect to the acquisition occurred on January 1, 1994 in the case of income statement data and on December 31, 1994 in the case of balance sheet data. The condensed historical financial statement data of the Company and BaByliss as of and for the year ended December 31, 1994 are derived from the audited financial statements of the Company and BaByliss (included elsewhere herein for BaByliss) and should be read in conjunction with those audited financial statements. In the case of the historical financial statements of BaByliss, such financial statements appear in local currency (French Francs) and were prepared using accounting principles generally accepted in France, as adjusted to amounts which would have been reported under generally accepted accounting principles in the United States (although such adjustments were not material). Such financial statements were translated into U.S. dollars in accordance with the standards established by Statement of Financial Accounting Standards No 52 - Foreign Currency Translation. These pro forma condensed financial statements are presented for illustrative purposes only and, therefore, are not necessarily indicative of the operating results or financial position that might have been achieved and the acquisition of Babyliss, actually occurred on January 1, 1994 and December 31, 1994, respectively, nor are they necessarily indicative of operating results and financial position which may occur in the future. The acquisition of BaByliss has been accounted for as a "purchase" transaction with the purchase price allocated to the estimated fair value of the assets acquired and the liabilities assumed. The excess of the purchase price over the estimated fair value of the net assets acquired is allocated to goodwill, which is amortized over 30 years. The allocations of the purchase price and the estimated fair value of assets and liabilities is based upon preliminary estimates of the Company's management using the most recent information available and is subject to adjustment when the final allocation is made using appraisals and other information not presently available. However, the Company's management does not believe the final purchase allocation will be materially different from the estimates used herein. UNAUDITED PRO FORMA CONDENSED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1994 (In thousands of U.S. dollars) Pro Forma Pro Historical Adjustments Forma Conair BaByliss NET SALES $524,398 $ 72,292 $596,690 COST AND EXPENSES: Cost of goods sold 357,987 44,680 402,667 Selling, general and administrative 124,597 20,280 863(1a) 145,740 482,584 64,960 863 548,407 INCOME FROM OPERATIONS 41,814 7,332 (863) 48,283 INTEREST EXPENSE, NET 8,353 1,410 2,948 12,711 INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 33,461 5,922 (3,811) 35,572 Income tax provision 12,974 1,870 (1,334)(1c) 13,510 INCOME BEFORE MINORITY INTEREST 20,487 4,052 (2,477) 22,062 MINORITY INTEREST - 571 (571)(1d) - NET INCOME $ 20,487 $ 3,481 $(1,906) $ 22,062 See note to the Unaudited Pro Forma Condensed Financial Statements. UNAUDITED PRO FORMA BALANCE SHEET AS OF DECEMBER 31, 1994 (In thousands of U.S. dollars) Pro Forma Pro Historical Adjustments Forma Conair Babyliss ASSETS CURRENT ASSETS: Cash and cash equivalents $ 23,702 $ 1,769 $( 6,000)(1e) $ 19,471 Accounts receivable, net 80,616 16,230 96,846 Inventories 104,220 14,594 118,814 Other 3,650 2,139 5,789 212,188 34,732 ( 6,000) 240,920 PROPERTY, PLANT AND EQUIPMENT, NET 66,992 6,522 73,514 INVESTMENTS AND OTHER ASSETS: Excess of cost over net assets of acquired companies 70,575 880 25,878 (1f) 97,333 Deferred expenses and other assets 12,949 275 13,224 Total assets $362,704 $42,409 $19,878 $424,991 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and other $ 59,260 $12,699 $ 71,959 Current portion of long-term debt 6,275 5,536 11,811 65,535 18,235 83,770 OTHER LIABILITIES: Long term debt 100,405 5,342 37,000 (1e) 142,747 Deferred income taxes 21,310 50 21,360 Other 1,660 1,660 Minority interest 1,792 ( 1,792)(1g) STOCKHOLDERS' EQUITY 175,454 15,330 (15,330)(1h) 175,454 Total liabilities & stockholders' equity $362,704 $42,409 $19,878 $424,991 See notes to the Unaudited Pro Forma Condensed Financial Statements. NOTES TO THE UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS 1. The pro forma adjustments related to the BaByliss acquisition are as follows: Income Statement a. To amortize goodwill relative to the Babyliss acquisition using a 30 year life. b. To reflect interest expense on $37 million of borrowings at the Company's incremental borrowing rate of 7.32% per annum, and a reduction of interest income at a rate of 4% on $6 million of cash used to finance the acquisition of Babyliss. c. To give tax effect to the above adjustments at the Company's statutory tax rate. d. To reflect the assumed purchase of minority interests in certain BaByliss subsidiaries which the Company is in the process of acquiring. Balance Sheet e. To reflect the borrowings and the reduction in cash used to finance the BaByliss acquisition. f. To allocate the excess of the purchase price over the fair value of assets acquired and liabilities assumed to goodwill. g. To reflect the assumed purchase of minority interests in certain BaByliss subsidiaries which the Company is in the process of acquiring. h. To eliminate pre-acquisition equity. INDEPENDENT AUDITORS' REPORT To the Shareholders of THE BABYLISS AND CRISTAL COMPANIES We have audited the combined balance sheet of the BaByliss and Cristal Companies as of December 31, 1994 and the combined statement of income for the year ended. These financial statements are the responsibility of the BaByliss and Cristal Companies management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with auditing standards generally accepted in France which do not materially differ from auditing standards generally accepted in the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the account principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these combined financial statements present fairly, in all material respects, the financial position of the BaByliss and Cristal Companies at December 31, 1994, and the results of its operations for the year ended in accordance with accounting principles generally accepted in France. Albert ALMERAS and Pierre LOEPER DELOITTE TOUCHE TOHMATSU French Statutory Auditors International Reporting Auditors Paris, France Paris France April 7, 1995 April 7, 1995 BABYLISS AND CRISTAL COMPANIES COMBINED BALANCE SHEET AS AT DECEMBER 31, 1994 ('000 FRENCH FRANCS) DECEMBER 31, 1994 ASSETS CURRENT ASSETS Cash and Marketable Securities 9,463 Accounts Receivable 88,210 Less Allowance Doubtful Accounts (1,428) Accounts Receivable, Net. 86,782 Inventories 78,021 Prepaid expenses and other short term receivables 9,454 Deferred income taxes 701 184,421 PROPERTY, PLANT AND EQUIPMENT, NET Property, Plant and Equipment 58,722 Less Accumulated Depreciation (38,414) 20,308 INVESTMENT AND OTHER ASSETS Investment in Affiliated Companies 1 Unamortized goodwill 7,295 Deferred Expenses and Other Assets 2,623 9,919 214,648 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT ASSETS Short Term Debt 26,005 Accounts Payable 39,956 Other Current Liabilities 27,435 93,396 OTHER LIABILITIES Long Term Debt 17,830 Other Liabilities 8,877 Deferred Income Taxes 35 26,742 MINORITY INTEREST 9,726 STOCKHOLDERS' EQUITY Common Stock 2,433 Cumulative Translation Adjustment (958) Retained Earnings 83,309 84,784 214,648 BABYLISS AND CRISTAL COMPANIES COMBINED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1995 ('OOO FRENCH FRANCS) 1994 Net Sales 402,252 Cost of Sales (248,711) Gross Margin 153,541 Distribution Costs (6,720) Commercial Costs (19,966) Marketing Costs (21,068) General and Administrative Costs (64,960) Total Operational Costs (112,714) OPERATING PROFIT 40,827 Net Financial Costs (7,519) Royalties 7 Extraordinary Profit(Loss) (860) PROFIT BEFORE TAX 32,455 Employees' Profit Sharing (1,452) Income Taxes (10,995) Deferred Taxes 364 COMBINED NET RESULT 20,372 MINORITY INTEREST (1,044) GROUP SHARE 19,328 COMBINATION AS AT DECEMBER 31, 1994 CONTENTS 1. ACCOUNTING POLICIES, VALUATION METHODS AND COMBINATION AND CONSOLIDATION POLICIES 1.1 Combination and consolidation policies 1.2 Accounting policies and valuation methods 2. INFORMATION CONCERNING THE COMPANIES INCLUDED IN THE COMBINED FINANCIAL STATEMENTS 3. ANALYSIS OF THE BALANCE SHEET--ASSETS 3.1 Cash and Marketable Securities 3.2 Accounts Receivable 3.3 Inventories 3.4 Prepaid Expenses and Other Short Term Receivable 3.5 Deferred Income Taxes 3.6 Property Plant and Equipment 3.7 Investments in Affiliated Companies 3.8 Unamortized Goodwill 3.9 Deferred Expenses and Other Assets 4. ANALYSIS OF THE BALANCE SHEET--LIABILITIES AND STOCKHOLDERS' EQUITY 4.1 Other Current Liabilities 4.2 Long Term Debt 4.3 Deferred Income Taxes 4.4 Minority Interests 4.5 Stockholders' Equity 5. INCOME STATEMENT 5.1 Net Sales 5.2 Personal Costs 5.3 Exceptional Profit(Loss) 5.4 Income Tax 6. COMMITMENTS AND CONTINGENCIES 7. STATEMENT OF CASH FLOWS 8. EVENTS AFTER BALANCE SHEET DATE 1. ACCOUNTING POLICIES, VALUATION METHODS AND COMBINATION AND CONSOLIDATION POLICIES 1.1 COMBINATION AND CONSOLIDATION POLICIES All companies in which the BaByliss S.A. holds a participating interest (direct or indirect) of more than 50% or companies in which BaByliss S.A. has the majority of the voting rights (direct or indirect) have been consolidated using the full consolidation method. All significant inter- company accounts and transactions have been eliminated. The combined financial statements of the BaByliss and Cristal Companies include the consolidated financial statements of BaByliss S.A. and the consolidated financial statements of Cristal S.A. The combined financial statements have been prepared as a result of the stockholders' common ownership of these entities as a result of the acquisition of the shares of BaByliss S.A. and Cristal S.A., as from February 18, 1995 by the American Company, Conair Corporation (see footnote 8). In particular, in order to present the total investment of Conair on combined basis in BaByliss S.A. and Cristal S.A., the stockholders' current account of Cristal S.A. (21,951KF) purchased by Conair as from February 18, 1995 (see footnote 8) has been eliminated in the attached combined balance sheet as of December 31, 1994. All amounts in these financial statements have been expressed in thousands of French francs (1,000 FF of KF) unless indicated otherwise. All companies included in the consolidation and combination have a twelve month period ending December 31, 1994. Goodwill arising on various acquisitions has been recorded as goodwill in the balance sheet, and is being amortized over a period of five to twenty years, except for the goodwill on the acquisition of the Faco shares, which has been capitalized and which is not being depreciated. This is justified by the value of the intangible elements of Faco, such as "Know How" and patent rights. The financial statements of foreign subsidiaries included in the consolidation and comination have been translated to French francs using the year-end closing rate method. The resulting exchange difference on the opening equity is excluded from net income and is included in a separate component of Stockholders' Equity. The exchange rates used were as follows: DEC. 31, 1994 Belgian franc 0.1680 Pound sterling 8.3500 German mark 3.4500 Swiss franc 4.0800 Spanish peseta 0.0406 Dutch guilder 3.0800 The closing method has been consistently applied in the past and the impact on the translation of opening stockholders' equity amounts to 268 KF. 1.2 ACCOUNTING POLICIES AND VALUATION METHODS The financial statements have been prepared in accordance with accounting principles generally accepted in France. Property, plant and equipment is depreciated over the following useful lives, computed primarily on the straight-line method, which has been consistently applied in the past. Buildings 20 to 25 years Commercial fittings 5 to 10 years Plant and machinery 3 to 5 years Vehicles 3 to 5 years Office equipment 3 to 10 years Office furniture 3 to 10 years Inventory is carried at the lower of cost, with cost determined on a weighted average historical cost, or its net realizable value. Deferred taxation is calculated using the liability method, however deferred tax assets on recoverable losses and on deferred depreciation have not been taken into account. Revenues are recognized when the sale is consummated which coincides with the shipments of goods. Gains and losses arising from the Revenues are recognized when the sale is consummated which coincides with the shipments of goods. 2. INFORMATION CONCERNING THE COMPANIES INCLUDED IN THE COMBINED FINANCIAL STATEMENTS BaByliss S.A., a company with common stock with a nominal value of 2,229 KF owns the following participating interests in the following companies as at December 31, 1994: Faco S.A, a company governed by Belgian law, with common stock with a nominal value of 25,000,000 Belgian francs, registered office 25, Avenue de l'Independance, Wandre, Belgium 59.36% BaByliss UK Limited, a company governed by English law, with common stock with a nominal value of 80,000,00 Pounds sterling, registered office Mill Lane, Alton, Hampshire 69% BaByliss Germany GmbH, a company governed by German law, with common stock with a nominal value of 100,000 German marks registered office at Dusseldorf, Germany 75% Sofac S.A., a company governed by French law, with common stock with a nominal value of 2,000 KF, registered office Rue Louis Dacquin, 59200 Rouvignies 100% Nyhar B.V., a company governed by Dutch law, with common stock with a nominal value of 50,00 Dutch guilders, registered office at Breda, The Netherlands 75% BaByliss Spain, a company governed by Spanish law, with common stock with a nominal value of 20,000,000 Spanish pesetas 50% Continental Products S.A., a company governed by French law, with common stock with a nominal value of 500 KF 49.5% The above mentioned companies were already included in the consolidation of BaByliss S.A. group as at December 31, 1993, with the exception of the following two companies: 50% of the outstanding shares of Nyhar B.V. were acquired in 1994. The results of Nyhar B.V. have been consolidated for 25% for the period up to and including the date of the additional acquisition and for 75% for the remaining period up to and including December 31, 1994. 25.2% of the outstanding shares of Sofac S.A. were acquired in 1994. The results of Sofac S.A. have been consolidated for 74.8% for the period up to and including the date of the additional acquisition and for 100% for the remaining period up to and including December 31, 1994. The combined financial statements include the above mentioned consolidated financial statements of BaByliss S.A. as well as the consolidated financial statements of Cristal S.A. (a company governed by Swiss law, with common stock with a nominal value of SF 50,000) with Blitog (a company governed by Swiss law, with common stock with a nominal value of SF 50,000), which is owned by Cristal S.A. for 100%. 3. ANALYSIS OF THE BALANCE SHEET--ASSETS 3.1 CASH AND MARKETABLE SECURITIES '000F BaByliss S.A 3,364 Nyhar 1,450 Blitog 1,239 Faco 605 Continental Products 489 BaByliss Spain 495 Cristal 317 BaByliss UK 228 BaByliss Germany 111 Sofac 29 Cash transfer (in progress) 1,136 TOTAL 9,463 3.2 ACCOUNTS RECEIVABLE '000F The net book value of trade receivables, after recording allowances for doubtful receivables of 1,428 KF, is 86,782 All inter-company accounts receivable have been eliminated. 3.3 INVENTORIES '000F Inventories amount to 82,691 Less allowance for slow moving and obsolete inventory (4,670) Giving a net book value of 78,021 Profits included in the inventories as at December 31, 1994 resulting from inter-company transactions have been eliminated. 3.4 PREPAID EXPENSES AND OTHER SHORT TERM RECEIVABLES '000F These items comprise: Other Short Term Receivables (after elimination of inter company items) 4,707 and prepaid expenses for: BaByliss UK 1,905 BaByliss S.A 1,502 Nyhar B.V 496 Cristal 385 BaByliss Germany 276 Faco 132 Blitog 33 Sofac 18 TOTAL 9,454 3.5 DEFERRED INCOME TAXES Deferred income taxes resulting from temporary differences between the accounting and tax profit calculation have been taken into account at the nominal tax rates prevailing as at December 31, 1994, in each of the individual countries. The deferred tax asset has not been offset with the deferred tax liability. In calculating the deferred tax asset, carryforward losses and deferred depreciation have not been taken into account. '000F As at December 31, 1994 the deferred tax asset amounts to 701 3.6 PROPERTY PLANT AND EQUIPMENT '000F As at December 31, 1994 the gross investment in Property Plant and Equipment amounts to 58,722 The accumulated depreciation as of that date amounts to (38,414) Resulting in a net book value of 20,308 3.7 INVESTMENTS IN AFFILIATED COMPANIES '000F The investments in affiliated companies represent a minority participating interest of BaByliss UK, valued at its acquisition costs of 1 3.8 UNAMORTIZED GOODWILL Goodwill arising on various other acquisitions has been recorded as goodwill in the balance sheet, and is being amortized over a period of five to twenty years, except for the goodwill and the acquisition of the Faco shares, which has been capitalized and which is not being amortized. This is justified by the value of the intangible elements of Faco, such as "Know How" and patent rights. '000F As at December 31, 1994 the net book value of this goodwill amounts to 7,295 3.9 DEFERRED EXPENSES AND OTHER ASSETS '000F The deferred expenses and other assets consist of: Capitalised Research & Development expenses 1,152 Long term receivables 378 Expenses to be deferred over a period of maximum 5 years 314 Miscellaneous other assets 779 TOTAL 2,623 4. ANALYSIS OF THE BALANCE SHEET - LIABILITIES STOCKHOLDERS' EQUITY 4.1 OTHER CURRENT LIABILITIES '000F The other current liabilities include: Tax and social security liabilities 21,091 Provision for guarantees 4,584 Provision for risks and charges 1,760 TOTAL 27,435 4.2 LONG TERM DEBT The long term debt includes debt with a repayment date of more than 5 years of 1,452 KF. '000F As at December 31, 1994 the total of long term debt amounts to 17,830 4.3 DEFERRED INCOME TAXES Deferred income taxes resulting from temporary differences between the accounting and tax profit calculation have been taken into account at the nominal tax rates prevailing as at December 31, 1994, in each of the individual countries. The deferred tax liability has not been offset with the deferred tax asset. '000F As at December 31, 1994 the deferred tax liability amounts to 35 4.4 MINORITY INTERESTS '000F The breakdown of the minority interest as at December 31, 1994 is as follows: Faco 5,539 BaByliss UK 2,050 Nyhar 1,723 BaByliss Spain 563 BaByliss Germany 251 Continental Products (400) TOTAL 9,726 4.5 STOCKHOLDERS' EQUITY '000F Shareholders' equity amounts to 84,784 This amount includes the Common Stock of: BaByliss S.A. 2,229 Cristal 204 TOTAL 2,433 The Cumulative Translation Adjustment represents the translation differences on the opening equities of the foreign subsidiaries (958) The Retained Earnings on a combined basis amount to 83,309 TOTAL 84,784 5. INCOME STATEMENT 5.1 NET SALES '000F Net sales for the year, after eliminating intergroup sales amount to 402,252 The split up of these sales by company in a percentage of net sales is as follows: France 41% The Netherlands 17% Belgium 14% United Kingdom 13% Spain 2% Switzerland 1% Cost of Sales amounts to 248,711 KF, resulting in a gross margin of 153,531 KF or 38%. 5.2 PERSONNEL COSTS Consolidated personnel cost in 1994 amounts to 38,247 KF. The average number of employees for the year ended December 31, 1994 is as follows: 1994 BaByliss S.A. 63 Faco 70 BaByliss UK 16 BaByliss Germany 15 Sofac 17 Nyhar 17 BaByliss Spain 4 TOTAL 202 5.3 EXTRAORDINARY PROFIT(LOSS) '000F Exceptional charge for corporate income tax on disallowed royalty expenses for BaByliss Germany (1,015) Minority interest on the result of Nyhar before the acquisition of the majority of the outstanding shares (1,993) Other exceptional charges (1,037) Exceptional income on the cession of the shares of the former group company Harny 215 Correction of minority interests Continental Products and Sofac 625 Other exceptional income 737 Exceptional income Cristal 1,608 Total Extraordinary Profit(Loss) (860) 5.4 INCOME TAXES The income tax charge for the year ended December 31, 1994 amounts to 10,995 KF and the deferred tax charge on temporary differences amounts to 364 KF. 6. COMMITMENTS AND CONTINGENCIES '000F Commitments given Commitments in respect of capital leases (plant and equipment) 754 Commitments in respect of capital leases (real estate) 22,809 Unmatured discounted bills 6,537 Guarantee for trading goodwill Faco 15,086 Mortgage over building 5,645 Pledge over vehicle 1,008 TOTAL 51,839 Commitments received Personal guarantees from Board members 1,800 Commitments in respect of capital leases (real estate) 17,500 Commitments in respect of capital leases (plant and equipment) 202 Bank guarantee given 42 TOTAL 19,544 COMBINED STATEMENT OF CASH FLOWS ('000 FRENCH FRANCS) 1994 Net income attributable to the Group 19,328 Depreciation and amortization 7,682 Provisions and allowances 7,872 Reversal of depreciation, amortization, provisions and allowances (8,036) Gains on disposals of non-current assets (83) Minority interests in net income for the year 1,044 Deferred taxation (364) Cash generated from operations 27,443 Change in inventories (11,471) Change in trade receivables (22,419) Change in other receivables (1,002) Change in trade payables 7,379 Change in tax and social security liabilities 503 Change in operating receivables and payables (19,681) Net cash generated by operations 7,762 Acquisition of intangible assets (5,910) Acquisition of property, plant and equipment (8,196) Change in deferred charges 220 Acquisition of non-current assets and deferred charges (13,886) Disposal of property, plant and equipment 4,332 Disposal of Long-term Loans payable 683 Disposal of non-current assets 5,015 Change in long-term loans payable 9,327 Net cash generated by investing activities 456 Impact of foreign exchange movements (658) Impact of changes in minority interests on reserves (1,553) Impact of changes in companies included in the consolidation 553 Total (1,678) Total change in net cash position 6,540 Change in cash (2,911) Change in short-term loans payable 9,451 Total change in net cash position 6,540 8. EVENTS AFTER BALANCE SHEET DATE As of February 18, 1995 all the common stock of BaByliss S.A. and Cristal S.A. have been acquired by the American Company, Conair Corporation. Signature pursuant to the requirements of the Securities and Exchange Act of 1934, Conair Corporation has duly caused this report on its behalf by the undersigned thereunto duly authorized. CONAIR CORPORATION BY: /s/ Patrick P. Yannotta PATRICK P. YANNOTTA, Senior Vice President-Finance -----END PRIVACY-ENHANCED MESSAGE-----