CCA Industries Inc.
Annual Report 2006

Plain-text annual report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended November 30, 2006 Commission File Number 1-31643 CCA INDUSTRIES, INC. (Exact Name of Registrant as specified in Charter) DELAWARE (State or other jurisdiction of incorporation or organization) 04-2795439 (I.R.S. Employer Identification No.) 200 Murray Hill Parkway, East Rutherford, New Jersey 07073 (Address of principal executive offices, including zip code) (201) 330-1400 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share (Title of Class) Class A Common Stock, par value $.01 per share (Title of Class) 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 requirement for the past 90 days. Yes X . No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X]. Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes No [X]. The aggregate market value of the voting stock held by non-affiliates of the Registrant (i.e., by persons other than officers and directors of the Registrant), at the closing sales price $9.45 on May 31, 2006, was as follows: Class of Voting Stock Market Value 5,510,678 .shares; Common Stock, $.01 par value $52,075,907 On November 30, 2006 there was an aggregate of 7,002,353 shares of Common Stock and Class A Common Stock of the Registrant outstanding. Form 10-K Item No. 1. Business 2. Property CROSS REFERENCE SHEET Headings in this Form 10-K for Year Ended November 30, 2006 Business Property 3. Legal Proceedings Legal Proceedings 4. Submission of Matters to a Vote of Security Holders 5. Market for Registrant's Common Equity and Related Stockholder Matters Submission of Matters to a Vote of Security Holders Market for the Company's Common Stock and Related Shareholder Matters 6. Selected Financial Data Selected Financial Data 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis of Financial Condition and Results of Operations 7A. Quantitative and Qualitative Disclosures about Market Risk Quantitative and Qualitative Disclosures about Market Risk 8. Financial Statements and Supplementary Data 9. Changes In and Dis- agreements With Accountants On Accounting and Financial Disclosure Financial Statements and Supplementary Data Changes In and Dis- agreements With Accountants On Accounting and Financial Disclosure 9A. Controls and Procedures Controls and Procedures 10. Directors and Executive Officers of the Registrant Directors and Executive Officers of the Registrant - iii- Form 10-K Item No. Headings in this Form 10-K for Year Ended November 30, 2006 11. Executive Compensation Executive Compensation 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Stockholder Matters Security Ownership of Certain Beneficial Owners and Management and Related 13. Certain Relationships and Related Transactions 14. Principal Accountant Fees and Services 15. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K Certain Relationships and Related Transactions Principal Accountant Fees and Services Exhibits, Financial Statements, Schedules, and Reports on Form 8-K - iv- Item PART I TABLE OF CONTENTS Page 1. Business............................................................................................. 2. Property............................................................................................. 3. Legal Proceedings.............................................................................. 4. Submission of Matters to a Vote of Security Holders.......................... 1 6 6 8 PART II 5. Market for the Company's Common Stock and Related Shareholder Matters........................................................................... 6. Selected Financial Data...................................................................... 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................................. 13 7A. Quantitative And Qualitative Disclosure About Market Risk............ 21 8. Financial Statements and Supplementary Data.................................... 21 9. Changes In and Disagreements with Accountants On Accounting and Financial Disclosure.................................................................... 9A.Controls and Procedures…………………………………………… 22 22 9 11 PART III 10. Directors and Executive Officers of the Registrant............................... 23 11. Executive Compensation.................................................................. 25 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter………………………. 32 13. Certain Relationships and Related Transactions................................. 33 34 14. Principal Accountant Fees and Services……………………………. PART IV 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K... 36 - v- Item 1. BUSINESS (a) Recent Developments PART I On November 1, 2006 the Company entered into a letter of intent with Dubilier and Company relating to a proposed acquisition of the Company by Dubilier. A copy of the letter of intent was included as an exhibit to the Company’s 8K filed Report with the Securities and Exchange Commission on November 2, 2006. The Company and Dubilier have reached an agreement in principle on a transaction pursuant to which Dubilier will acquire all of the outstanding common stock and Class A common stock of the Company at a price per share of $12.25. The transaction is subject to, among other matters, the execution and delivery of a definitive merger agreement, approval of the transaction by CCA’s board of directors and shareholders, receipt of an opinion from an independent investment banking firm to the effect that the consideration to be paid by Dubilier is fair, from a financial point of view, to the public holders of the Company’s common stock, and Dubilier’s ability to obtain financing for the transaction. (b) General CCA INDUSTRIES, INC. (hereinafter, “CCA” or the “Company”) was incorporated in Delaware in 1983. The Company operates in one industry segment, in what may be generally described as the health-and-beauty aids business, selling numerous products in several health-and-beauty aids and cosmeceutical categories. All of the Company’s products are manufactured by contract manufacturers, pursuant to the Company's specifications and formulations. The Company owns registered trademarks, or exclusive licenses to use registered trademarks, that identify its products by brand-name. Under most of the brand names, the Company markets several different but categorically-related products. The principal brand and trademark names include “Plus+White” (oral health-care products), “Sudden Change” (skin-care products), “Nutra Nail” and “Power Gel” and “Nutra Nail 60" (nail treatments), “Bikini Zone” (pre and after-shave products), “Mega - T” Green Tea and “Mega G” Grapefruit (dietary products), “Mega – T” chewing gum (anti-oxidant dietary product), “Pound-X” (dietary supplement), “Hair Off” (depilatories), “IPR” (foot-care products), “Solar Sense” (sun-care products), “Wash 'N Curl” (shampoos), “Cherry Vanilla” (perfumes), and “Scar Zone” (scar diminishing cream). All Company products are marketed and sold to major drug and food chains, mass merchandisers, and wholesale beauty-aids distributors throughout the United States and Canada. In addition, certain of the Company’s products are sold internationally. The Company recognizes sales at the time its products are shipped to customers. However, while sales are not formally subject to any contract contingency, the acceptance of returns is an industry-wide practice. The Company thus estimates ‘unit returns’ based upon a review of the market’s recent-historical acceptance of subject products as well as current market-expectations, and equates its reserves for estimated returns in the sum of the gross profits, in the five preceding months, realized upon an equivalent number of subject-product sales. (See Item 15, Financial 1 Statements, Note 2). Of course, there can be no precise going-forward assurance in respect to return rates and gross margins, and in the event of a significant increase in the rate of returns, the circumstance could have a materially adverse affect upon the Company’s operations. The Company's net sales in fiscal 2006 were $ 63,302,220. Gross profits were $40,041,913. International sales accounted for approximately 2% of sales. The Company experienced a net profit of $ 5,604,251 for the current fiscal year. Net worth at November 30, 2006, was $27,284,791 despite the repurchase of an aggregate of 253,304 shares of the Company’s common stock from Officers/Directors and the purchase of 19,600 shares pursuant to Rule 144. (See Certain Relationships and Related Transactions.) Including the principal members of management (see Directors and Executive Officers), the Company, at November 30, 2006, had 154 sales, administrative, creative, accounting, receiving, and warehouse personnel in its employ. (c) Manufacturing and Shipping The Company creates and/or oversees formulations, chooses colors and mixtures, and arranges with independent contractors for the manufacture of its products pursuant to Company specifications. Manufacturing and component-supply arrangements are maintained with various manufacturers and suppliers. All orders and other product shipments are delivered from the Company's own warehouse facilities, which results in more effective inventory control, more efficient shipping procedures, and the realization of related economies. (d) Marketing The Company markets its products to major drug, food and mass-merchandise retail chains, and leading wholesalers, through an in-house sales force of employees and independent sales representatives throughout the United States. The Company sells its products to approximately 300 accounts, most of which have numerous outlets. Approximately 40,000 stores carry at least one Company product (SKU). During the fiscal year ended November 30, 2006, the Company's largest customers were Wal-Mart (approximately 34% of net sales), McLanes (approximately 6 %), Walgreens, CVS, and Rite Aid (approximately 13%, 7%, and 5%, respectively). The loss of any of these principal customers, or substantial reduction of sales revenues realized from their business, could materially and negatively affect the Company's earnings. Most of the Company's products are not particularly susceptible to seasonal-sales fluctuation. However, sales of depilatory, sun-care and diet-aids products customarily peak in the spring and summer months, while fragrance-product sales customarily peak in the Fall and Winter months. The Company employs brand managers who are responsible for the marketing of CCA’s brands. These managers work with the Company’s in-house advertising and art departments to create media advertising, packaging and point - of - purchase displays. 2 The Company primarily utilizes local and national television advertisements to promote its leading brands. On occasion, print and radio advertisements are engaged. In addition, and more-or-less continuously, store-centered product promotions are co-operatively undertaken with customers. Each of the Company's brand-name products is intended to attract a particular demographic segment of the consumer market, and advertising campaigns are directed to the respective market-segments. The Company's in-house advertising department is responsible for the selection of its media advertising. Placement is accomplished either directly or through media-service companies. (e) "Wholly-Owned" Products The majority of the Company's sales revenues are from sales of the Company's "wholly-owned" product lines (i.e., products sold under trademark names owned by the Company, and not subject to any other party’s interest or license), which include principally "Plus+White", "Sudden Change", “Wash ‘N Curl”, "Bikini Zone", "Mood Magic", "Mega -T", “Pound-X,” "Cherry Vanilla", and "Scar Zone". (f) All Products The Company’s gross sales net of returns by category percentage were: Dietary Supplement 31%; Skin Care 30%; Oral Care 24%; Nail Care 9%; Hair Care 3% and Fragrance and Miscellaneous 3%. (g) License-Agreements Products i. Alleghany Pharmacal In 1986, the Company entered into a license agreement with Alleghany Pharmacal Corporation (the "Alleghany Pharmacal License"). Under the terms of the Alleghany Pharmacal License, the Company was granted, and yet retains, the exclusive right to manufacture and market certain products, and to use their associated trademarks, including "Nutra Nail," "Nutra Nail 60," "Pro Perm," "Hair Off," "Permathene" and "IPR". The Alleghany Pharmacal License required the Company (a) to pay royalties of 6% per annum on net sales of “Pro-Perm” hair-care products, the PPA-based and now discontinued dietary- product "Permathene", “IPR” foot-care products, "Nutra-Nail" nail-enamel products, and "Hair-Off" depilatories; and (b) to pay 1% royalties on net sales of a “Hair-Off” mitten that is a depilatory-product accessory, and “Nutra Nail 60", a fast-acting nail enamel, and “Nutra Nail Power Gel.” The Company had been required to pay not less than $360,000 per annum in order to maintain exclusive rights under the Alleghany Pharmacal License. (Royalties have always exceeded the minimum; but, if they did not, the Company would be entitled to maintain exclusive license 3 rights by electing to pay the 'difference.' At the same time, the Company would not be required to pay any fee in excess of royalties payable in respect of realized sales if sales did not yield 'minimum royalties' and the Company chose in such circumstance to concede the license rights.) The Alleghany Pharmacal License agreement provides that if, and when, in the aggregate, $9,000,000 in royalties had been paid thereunder, the royalty-rate for those products 'charged' at 6% would be reduced to 1%. The Company paid an aggregate of $9,000,000 in royalties to Allegheny in April 2003. Commencing May 1, 2003, the license royalty was reduced to 1%. The products subject to the Alleghany-Pharmacal License accounted for approximately $9,062,416 or 14.3 % of total net sales in the fiscal year ended November 30, 2006. “Nutra Nail” and the “Hair-Off” depilatory were the leaders among all of the Alleghany license-agreement products, producing approximately 9% and 4.4%, respectively, of net sales. ii. Solar Sense, Inc. CCA commenced the marketing of its sun-care products line following a May 1998 License Agreement with Solar Sense, Inc. (the “Solar Sense License”), pursuant to which it acquired the exclusive right to use the trademark names "Solar Sense" and "Kids Sense” and the exclusive right to market mark-associated products. The Solar Sense License requires the Company to pay a royalty on net sales of said licensed products until $1 million total royalties are paid. CCA realized approximately $801,178 in net sales of sun-care products in 2006. iii. The Nail Consultants Ltd. In October of 1999, the Company entered into a License Agreement with The Nail Consultants, Ltd. for the use of an activator invented in connection with a method for applying a protective covering to fingernails. The Company’s License Agreement with The Nail Consultants, Ltd. is for the use of the method and its composition in a new product kit packaged and marketed by CCA under its own name, “Nutra Nail Power Gel”. The Company is required to pay a royalty of net sales of all products sold under the license, by the Company. Net sales were approximately $1,347,491 in 2006 and the Company paid or accrued the Nail Consultants the prescribed royalty. iv. Dr. Stephen Hsu - Green Tea Stephen Hsu, PhD., research faculty member of the Medical College of Georgia, entered into an agreement with the Company on February 26, 2004, to create green tea skin care products based on his years of research related to the various uses of green tea anti-oxidants for skin care problems. Dr. Hsu collaborated with Drew Edell, Vice-President of Research and Development for the Company, to create and file a patent application for a special anti-oxidant green tea serum to be used for topical skin application. The patent was filed in November 2004. Dr. Hsu will be entitled to a commission on the net factory sales of all of the Company’s products using the green tea serum created exclusively for the Company. The special anti-oxidant green tea serum was used as one of the skus in the Denise Austin “Skin Fit For Life” line and has 4 been included in the new Sudden Change skin care line. Net sales of the products utilizing the green tea serum were $1,516,127 for the fiscal year ended November 30, 2006. v. Mega -T Green Tea Chewing Gum and Mints On May 18, 2004, The Company entered into a license agreement with Tea-Guard, Inc. to manufacture and distribute Mega -T Green Tea chewing gum and Mega -T Green Tea mints. Dr. Stephen Hsu created both formulations under special arrangements with Tea-Guard, Inc. (not related to the Company). The license agreement requires the Company to pay a minimum royalty of $250,000 commencing with the period beginning March 1, 2007 to February 28, 2008. The minimum payments are required to maintain the Company’s exclusivity for the sale of the products and to continue marketing the products and until royalties have aggregated to $10,000,000, at which time all royalty obligations cease. Except as to maintain its rights to “exclusivity”, the Company has no obligation to meet minimum royalty requirements. The Company commenced sales of the Mega -T Green Tea Chewing Gum in July 2004. Net sales of the Mega-T Green Tea chewing gum for the fiscal year ended November 30, 2006 were $1,235,806. vi. Denise Austin “Skin Fit For Life” skin care line On July 14, 2004, the Company entered into a license agreement with Denise Austin, a well known, respected fitness expert. Under the agreement, the Company created a special anti-oxidant line of signature skin care products called the Denise Austin “Skin Fit For Life” skin care line. The Company discontinued the license in March 2006. vii. Other Licenses The Company is not party to any other license agreement that is currently material to its operations. (h) Trademarks The Company's own trademarks and licensed-use trademarks serve to identify its products and proprietary interests. The Company considers these marks to be valuable assets. However, there can be no assurance, as a practical matter, that trademark registration results in marketplace advantages, or that the presumptive rights acquired by registration will necessarily and precisely protect the presumed exclusivity and asset value of the marks. (i) Competition The market for cosmetics and perfumes, and health-and-beauty aids products in general, including patent medicines, is characterized by vigorous competition among producers, many of whom have substantially greater financial, technological and marketing resources than the Company. Major competitors such as Revlon, L'Oreal, Colgate, Del Laboratories, Unilever, and Procter & 5 Gamble have Fortune 500 status, and the broadest-based public recognition of their products. Moreover, a substantial number of other health-and-beauty aids manufacturers and distributors may also have greater resources than the Company. (j) Government Regulation All of the products that the Company markets are subject or potentially subject to particular regulation by government agencies, such as the U.S. Food and Drug Administration, the Federal Trade Commission, and various state and/or local regulatory bodies. In the event that any future regulations were to require new approval for any in-the-market products, or should require approval for any planned product, the Company would attempt to obtain the necessary approval and/or license, assuming reasonable and sufficient market expectations for the subject product. However, there can be no assurance, in the absence of particular circumstances that Company efforts in respect of any future regulatory requirements would result in approvals and issuance of licenses. Moreover, if in any application-and-approval process, as well as any refusal to approve, could have a material adverse affect upon existing operations (i.e., concerning in-the-market products) or planned operations. license-requirement circumstances should arise, delays inherent such Item 2. PROPERTY The principal executive offices of the Company are located at 200 Murray Hill Parkway, East Rutherford, New Jersey. Under a new net lease, the Company occupies approximately 58,625 square feet of space. Approximately 43,598 square feet in such premises is used for warehousing and 15,027 square feet for offices. The annual rental is $327,684, with an annual CPI increase not cumulatively exceeding 15% in any consecutive five year period. The lease expires on May 31, 2012 with a renewal option for an additional five years. The lease requires the Company to pay for additional expenses, Common Area Maintenance (“CAM”), which includes real estate taxes, common area expense, utility expense, repair and maintenance expense and insurance expense. For the year ended November 30, 2006, CAM was $164,880. The Company entered into a warehouse lease on May 1, 2005 at 300-1(D), Route 17, Lodi, New Jersey for the 12 month period ending April 30, 2006. The lease was extended to April 30, 2008. The lease comprises 13,000 square feet for warehousing. The year end net rental expense including CAM was $135,860. Item 3. LEGAL PROCEEDINGS The only material legal proceedings outstanding as of November 30, 2006 were related to the Company’s diet suppressant products containing phenylpropanolamine (“PPA”). There were approximately thirteen suits pending in 2002. Reference is made to Forms 8K filed on May 22, 2002 and November 20, 2002 for the background and the insurance issues relative thereto. Three additional 8Ks have been filed: one on October 29, 2003, one on November 24, 2003 and one on December 11, 2003. Two additional 8Ks were filed in 2004, one on April 7, 2004 and one on August 3, 2004. Twelve of the suits have been dismissed with prejudice with one remaining. The remaining suit is insured and is being defended by the Company’s insurance carrier. 6 Markets Edge Management LLC v. CCA Industries, Inc., et al., Docket No. L-677-07 (N.J. Super. Ct. Bergen Co., Chancery Div.). On January 26, 2007, a complaint was filed against the Company and its seven directors, as well as Dubilier & Company, Inc. ("Dubilier"). The action is brought by an alleged shareholder of the Company on behalf of a purported class of shareholders to enjoin the proposed acquisition of the shares of the Company by Dubilier, or in the alternative for monetary damages. The complaint alleges that the Agreement and related transactions, "provides for an unreasonable and unfair premium to be paid to CCA's Class A Stockholders -- all of which are CCA officers and directors -- over and above the price that the Common Stockholders will receive for their shares." The complaint alleges that the price to be paid for the shares of the Company is "grossly inadequate" and that the transaction unfairly provides for "lucrative non- compete agreements" paying millions of dollars to two officer-directors, and continuing employment contracts for two children of one of the officer-directors and "another Company insider." The complaint alleges that CCA and the director defendants have breached their fiduciary duties of care, loyalty, candor, good-faith, and independence owed to the shareholders of the Company. The Company has until March 20, 2007 to respond to the complaint and intends to defend the matter vigorously. On November 17, 2006, the Board of Directors of CCA received a letter from Kasowitz, Benson, Torres & Friedman LLP, who identified themselves as counsel for Costa Brava Partnership III, LP (“Costa Brava”), and its general partner, Roark, Roarden & Hamot Capital. The letter stated that Costa Brava is the largest holder of the Company’s common stock. Among other things, the letter claimed that the merger transaction proposed in the Letter of Intent, dated November 1, 2006, signed by the Company and Dubilier & Company, Inc., was discriminatory and unfair as it contemplated a premium to be paid to Class A share holders at a price more than 20% above the price to be paid to the Company’s common stock holders. Costa Brava asserted in the letter that it intended to oppose any transaction that failed to provide equal treatment to the common stock and Class A shares and that it would take all necessary steps to protect its rights. 7 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 21, 2006, the Company held its annual meeting of shareholders. The actions taken, and the voting results thereupon, were as follows: (1) David Edell, Ira W. Berman, Jack Polak, and Stanley Kreitman were elected as directors by the holders of Class A Common Stock. (No proxy was solicited therefore, whereas Messrs. Berman and Edell own 100% of the Class A Common Stock, and they proposed themselves, Mr. Polak and Mr. Kreitman.) (2) As proposed by Management, Dunnan Edell, Robert Lage and Gio Batta Gori, Ph.D., were elected as directors by the holders of the Common Stock. (3) The Board's appointment of KGS LLP as the Company's independent certified public accountants for the 2006 fiscal year was approved. The Company has not submitted any matter to a vote of security holders since the 2006 Annual Meeting. 8 Item 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS PART II The Company's Common Stock is traded on the American Stock Exchange under the symbol “CAW.” The range of high and low sales prices of the Common Stock during each quarter of its 2006, 2005 and 2004 fiscal years was as follows: Quarter Ended 2006 $11.45 - $7.80 February 28 $11.10 - $9.95 May 31 August 31 $10.40 - $9.41 November 30 $11.73 - $9.49 2005 $10.75 - $13.80 $12.56 - $ 9.45 $11.40 - $ 8.85 $ 9.90 - $ 7.00 2004 $9.35 - $ 6.70 $8.70 - $ 7.20 $10.80 - $ 6.75 $11.30 - $ 7.00 The high and low prices for the Company’s Common Stock, on February 1, 2007 were $11.40 to $11.20 per share. The Company’s only ‘sales’ of unregistered securities were represented by its issuance, in consequence of the described tender offer and Schedule TO as filed with the SEC on June 7, 2000, of the $2, five-year promissory notes, 6% interest, subject of the offer’s $2 subordinated debenture. (Those securities are unregistered pursuant to an exemption from registration requirements. In any event, and in addition to the form denominated by the SEC as “Schedule TO”, with the Schedule TO information, the following documents subject of the tender offer were filed with the SEC, prior to commencement of the offering: A Trust Indenture, a form of the eventually-issued Promissory Notes, and the Offering Document that was thereafter transmitted to Common Stock shareholders.) On August 1, 2005, the remaining outstanding $497,656 subordinated debentures were redeemed by the Company. Throughout fiscal 2006, the Company repurchased 19,600 shares in the market pursuant to Rule 144. It also purchased an aggregate of 253,304 shares from officers/directors. As at November 30, 2006, there were approximately 160 individual shareholders of record of the Company's common stock. (There are a substantial number of shares held of record in various street and depository trust accounts, which represent approximately 1,000 additional shareholders.) The dividend policy is at the discretion of the Board of Directors and will depend on numerous factors, including earnings, financial requirements and general business conditions. On January 8, 2003, the Board of Directors approved the payment of the Company’s first cash dividend in the amount of $0.12 per share, payable to the holders of the Company’s common stock, $0.06 payable on May 1, 2003 and December 1, 2003 to the shareholders of record on April 1, 2003 and November 1, 2003, respectively. On December 13, 2003, the Board of Directors declared a $0.14 per share dividend for fiscal 9 2005, $0.07 payable to all shareholders of record May 1, 2005 payable on June 1, 2005 and $0.07 payable to all shareholders of record November 1, 2004 payable on December 1, 2004. On June 16, 2004, the Board of Directors declared a 2% stock dividend payable to all shareholders of record on November 1, payable December 1, 2004. On January 11, 2005, the Board of Directors declared a $0.16 per share dividend for fiscal 2005, $0.08 payable to all shareholders of record May 1, 2005 payable on June 1, 2005 and $0.08 payable to all shareholders of record November 1, 2005 payable on December 1, 2005. On November 15, 2005, the Board of Directors declared a $0.05 per share dividend for the first quarter ending February 28, 2006. The dividend was payable to all shareholders of record on February 1, 2006 payable on March 1, 2006. On March 14, 2006, the Board of Directors declared a $0.05 per share dividend to all shareholders of record May 1, 2006 payable on June 1, 2006. On June 29, 2006, the Board of Directors declared a $0.07 per share dividend to all shareholders of record August 1, 2006 payable on September 1, 2006. On October 5, 2006, the Board of Directors declared a $0.07 per share dividend to all shareholders of record November 1, 2006 payable on December 1, 2006. On December 28, 2006, the Board of Directors declared a $0.07 per share dividend to all shareholders of record February 1, 2007 payable on March 1, 2007. 10 Item 6. SELECTED FINANCIAL DATA Statement of Income Sales, Net Other income Costs and Expenses Income before provision for Income Taxes Net Income Earnings Per Share: Basic Diluted 2006 2005 Year Ended November 30, 2003 2004 2002 $63,302,220 797,803 $61,181,344 572,909 $59,008,135 850,196 $53,388,602 591,271 $44,198,856 439,481 64,100,023 55,183,378 61,754,243 59,858,331 53,979,873 44,638,337 54,646,715 50,484,052 45,482,975 39,602,781 8,916,645 7,107,528 9,374,279 8,496,898 5,035,556 $ 5,604,251 $ 3,785,502 $ 5,796,663 $ 5,252,131 $ 3,074,353 $ .80 $ .79 $ .53 $ .52 $ .78* $ .71* $ $ .75* $ .68* $ .42* .40* Weighted Average Number of Shares Outstanding 7,034,276 7,145,297 7,399,472* Weighted Average Number of Shares and Common Stock Equivalents Outstanding 7,133,332 7,317,994 7,680,781* 7,768,361* 7,372,232* 7,241,751* 7,731,583* Balance Sheet Data: 2006 $22,295,983 36,516,571 2005 $18,602,107 35,309,308 As At November 30, 2004 $13,562,389 31,556,577 2003 2002 $11,565,685 $11,264,206 24,805,064 29,839,216 Working Capital Total Assets 8,034,530 23,522,047 23,344,540 18,835,423 6,494,676 5,969,641 Total Liabilities Total Shareholders’ Equity (1)(2)(3) 9,131,780 27,284,791 9,309,652 25,999,656 11 Item 6. SELECTED FINANCIAL DATA (Continued) (1) On June 16, 2004, The Company declared a 2% stock dividend payable to all shareholders of record on November 1, payable December 1, 2004. On January 11, 2005, the Board of Directors declared a $.16 dividend. $0.08 payable to all shareholders of record May 1, 2005 payable on June 1, 2005 and $0.08 payable to all shareholders of record November 1, 2005 payable December 1, 2005. (2) On October 3, 2004, The Company repurchased 500,000 shares of its common stock at $8.99 per share from management. (See Certain Relationships and Related Transactions. (3) On November 15, 2005, the board of directors declared a $0.05 per share dividend for the first quarter ending February 28, 2006. The dividend was payable to all shareholders of record on February 1, 2006 payable on March 1, 2006. (4) The board of Directors declared $0.05 per share dividends for the first and second quarters, and $0.07 per share for the third and fourth quarters ended November 30, 2006, and $0.07 per share for the first quarter ending February 28, 2007. (5) Certain additional promotional expenses were re-classified during 2006 from an expense to a reduction of net sales. In order to have an accurate comparison, the same expenses were re-classified accordingly for the years ended November 30, 2002 – 2005. *Adjusted for 2% stock dividend in 2004. 12 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except for historical information contained herein, this “Management's Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. These statements involve known and unknown risks and uncertainties that may cause actual results or outcomes to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements, and statements which explicitly describe such issues. Investors are urged to consider any statement labeled with the terms “believes,” “expects,” “intends” or “anticipates” to be uncertain and forward-looking. On March 3, 1986, the Company entered into a License Agreement with Alleghany Pharmacal Corporation under the terms of which the Company was granted the exclusive right to use the licensed products and trademarks for the manufacture and distribution of the products subject to the License Agreement. Under the terms of the Alleghany Pharmacal License (see "Business-License Agreements"), the royalty-rate for those Alleghany Pharmacal License products previously 'charged' at 6% was reduced to 1%, as the sum of $9,000,000 in royalties had been paid thereunder as of April 2003. Thereafter, all royalty payments were reduced to 1% on all future orders. Comparison of Results for Fiscal Years 2006 and 2005 The Company’s net sales increased from $61,181,334 (after reclassifying certain advertising expenses from selling expense to a reduction of net sales as more fully described in the footnotes to the financial statements) to $63,302,220 for the current fiscal year. Gross profit margins increased from 62.8% to 63.3%. The increase in net sales is principally due to increased sales in Oral Care. The Company’s gross sales net of returns and allowances by category were: Dietary Supplement $21,055,278 or 31% of sales, Skin Care $20,347,016 or 30% of sales, Oral Care $16,025,534 or 24% of sales, Nail Care $6,003,041 or 9% of sales, Hair Care $2,285,329 or 3% of sales, and Fragrance and Miscellaneous $2,382,240 or 3% of sales. Income before taxes was $8,916,645 as compared to $7,107,528 for fiscal 2005. The increase in income before taxes for fiscal 2006 is principally the result of higher gross sales and less returns than in 2005. Returns were higher in 2005 primarily due to the return of product from the launch of the Denise Austin skin care line in 2005. The allowance for doubtful accounts is a combination of specific and general reserve amounts relating to accounts receivable. The general reserve is calculated based on historical percentages applied to aged accounts receivable and the specific reserve is established and revised based on individual customer circumstances. This allowance decreased from $260,366 as of November 30, 2005 to $185,779 as of November 30, 2006. The decrease is directly attributable to the reduction of reserves for specific disputes. The reserve for returns and allowances is based on a reserve for returns equal to its gross profit on its historical percentage of returns on its last five month’s sales, and a specific reserve based on customer circumstances. This reserve increased from $678,346 as of November 30, 2005 to $840,418 as of November 30, 2006 primarily from additional reserves for the Pound –X brand which was launched in the fourth quarter of 2006. 13 The reserve for inventory obsolescence is based on a detailed analysis of inventory movement. The reserve decreased from $854,764 as of November 30, 2005 to $ 777,715 as of November 30, 2006. In accordance with GAAP, the Company reclassified certain advertising and promotional expenditures as a reduction of sales rather than report them as expenses. This reclassification is the adoption by the Company of the EITF 00-14 GAAP standard. The reclassification reflects a reduction in the sales for the fiscal years ended November 30, 2006 and 2005 by $4,013,619 and $4,007,051 respectively. For the year ended November 30, 2006, the Company had revenues of $64,100,023, and net income of $5,604,251, after a provision of $3,312,394 for taxes. For the year ended November 30, 2005, the Company had revenues of $61,754,243 (after reclassification), and net income of 3,785,502 after a provision of $3,322,026 for taxes. Fully diluted earnings per share for fiscal 2006 were $.79 compared to $.52 in fiscal 2005. The effective tax rate in Fiscal 2006 was significantly lower than Fiscal 2005 due to the effect of permanent tax adjustments and certain over accruals affecting the tax due for the periods. In Fiscal 2005, the company accrued for additional taxes due based on audits in progress for the previous three years. The actual settlement of the audits in 2006 was less than anticipated which resulted in smaller than estimated adjustments. The favorable outcome of some of the calculations in the audit also resulted in an over accrual of the actual tax due for 2005, which were originally accrued for based on the proposed change to some of our methods of calculating certain adjustments. There were also certain deductions and credits which we were able to avail ourselves of in our final preparation of our 2005 return that we had not anticipated at the time of making the accrual for financial reporting. These items resulted in an over accrual of our taxes in 2005 by approximately $200,000. The reversal of the over accrual in 2005 results in showing $200,000 less in 2006 (a $400,000 adjustment in the tax provision). We also had a larger deduction for donations of certain of our inventory in 2006 which resulted in a lower effective tax rate for 2006 versus 2005. The combination of the prior year’s over accrual and the larger “permanent” differences resulted in a significantly lower effective tax rate for Fiscal 2006. For fiscal 2006, advertising, cooperative and promotional expenses were $10,345,407 as compared to $10,671,906 in the same period for fiscal 2005. Advertising expenses were 16.3% of sales in fiscal 2006 versus 17.4% for fiscal 2005. The reduction in advertising expense was due to the change in the overall budget for the year. SG&A expenses increased from $20,246,344 in fiscal 2005 to $21,104,728 in fiscal 2006. This was primarily due to increased compensation and related benefit costs as a result of hiring additional sales and marketing personnel. At year’s end, there were approximately $2,053,946 of open co-op commitments, of which $1,172,057 is from 2006, $673,378 is from 2005 and 208,511 is from 2004. The Company’s total co- op commitment increased from $6,000,000 in fiscal 2005 to $6,484,840 in fiscal 2006. Co-op is advertising that is run by the retailers in which the Company shares in part of the cost. If it becomes apparent that this co-op was not utilized, the unclaimed co-op will be offset against the expense during the fiscal year in which it is determined that it did not run. This procedure is consistent with the prior year’s methodology with regard to the accrual of unsupported co-op commitments. 14 Comparison of Results for Fiscal Years 2005 and 2004 The Company’s net sales increased from $59,008,135 to $61,181,334 (after reclassification) for the fiscal year ended November 30, 2005. Gross profit margins on sales were 62.8% compared to 64.7% for the 2004 fiscal year. The reduction in the gross profit margin was due mainly to the sales returns and allowances increase to 11.3% of gross sales from 9.2% last year as a result of the unsuccessful launch of the new skin care product line. The Company’s gross sales net of returns and allowances by category were: Dietary Supplement $23,319,940, 35%; Skin Care $20,669,366, 31%; Oral Care $11,535,751, 17%; Nail Care $5,976,850, 9%; Hair Care $3,222,375, 5%; and Fragrance and Miscellaneous $1,835,205, 3%. While the Company makes every effort to control the cost of manufacturing, it has incurred substantial freight increases, as well as additional increases in the cost of chemicals, plastic resin and paper goods. The Company will attempt to pass on these increased costs in the coming year. Income before taxes was $7,107,528 as compared to $9,374,279 in fiscal 2004. The decrease in income before taxes was a result of additional returns and reserves incurred from the disappointing introduction of the new skin care line, the increase in oil, pulp and resin prices, as well as additional SG&A. Returns, allowances and reserves for all products accounted for costs of $5,706,163 that were expensed in fiscal 2005 as compared to $3,694,702 in fiscal 2004. The allowance for doubtful accounts is a combination of specific and general reserve amounts relating to accounts receivable. The general reserve is calculated based on historical percentages applied to aged accounts receivable and the specific reserves are established and revised based on individual customer circumstances. This allowance increased from $111,078 as of November 30, 2004 to $260,366 as of November 30, 2005 (134% increase). The increase is directly attributable to reserves for specific disputes. The reserve for returns and allowances is based on a reserve for returns equal to its gross profit on its historical percentage of returns on its last five month sales, and specific reserves based on individual customer circumstances. This reserve increased from $406,556 as of November 30, 2004 to $678,346 as of November 30, 2005 (67% increase), primarily from possible increases in returns of the new skin care line. The reserve for inventory obsolescence is based on a detailed analysis of inventory movement. There was a minimal decrease in the reserve for inventory obsolescence from $871,488 as of November 30, 2004 to $854,764 as of November 30, 2005 (3% decrease). In accordance with GAAP, the Company reclassified certain advertising and promotional expenditures as a reduction of sales rather than report them as advertising expenses. This reclassification is the adoption by the Company of the EITF 00-14 GAAP standard. The reclassification reflects a reduction in the sales for the fiscal years ended November 30, 2005 and 2004 by $4,007,051 and $3,665,023 respectively. The reclassification reduces the gross profit margin but does not affect the net income. To promote sales, the Company offered IRC coupons on certain 15 SKUs which decreased net sales by $169,415. IRC coupons are an “instant off” coupon placed on product at retail. For the year ended November 30, 2005, the Company had revenues of $ 61,754,243, net income of $3,785,502 after a provision of $3,322,026 for taxes. For year ended November 30, 2004, the Company had revenues of $59,858,331, net income of $5,796,663 after a provision of $3,577,616 for taxes. Fully diluted earnings per share for fiscal 2005 were $0.52, compared to $0.75 in fiscal 2004. The increase in the effective tax rate for the year was due to the increase in the reserves and other non-deductible tax items as a percentage of the lower book net income. For fiscal 2005, advertising, cooperative and promotional expenses were $10,671,906 as compared to $11,349,618 in the same period last year. Advertising expenses were 17.4 % of sales for the current fiscal year versus 19.2 % last fiscal year. The reduction in advertising expense was due to the change in the overall budget for the year and the specific reduction of the planned advertising on our unsuccessful launch of the new skin care line. SG&A expenses increased from $17,399,483 in fiscal 2004 to $20,246,344 in fiscal 2005. The increases include freight-out of $789,037, which was due to the increase in sales, the increase in oil prices, and the expedited delivery costs for the introduction of the new skin care product line. Royalty expenses increased by $162,535, health insurance costs $58,994 and rent expenses partly due to the addition of a satellite warehouse increased $148,154. At November 30, 2005, there was approximately $2,079,000 of open co-op commitments, of which $32,000 is from 2003, $248,000 from 2004 and $1,172,057 for 2005. For fiscal 2004, there was approximately $1,413,000 of open co-op commitments, of which $46,000 was from 2003 and $1,367,000 was from the 2004 fiscal year. The Company’s total co-op commitment increased from $5,500,000 in fiscal 2004 to $6,000,000 in fiscal 2005 (9% increase). The increase in the total co-op commitment was in part to offset the reduction in media advertising. Co-op is advertising that is run by retailers in which the Company shares in part of the cost. If it becomes apparent that this co-op was not utilized, the unclaimed co-op will be offset against the expense during the fiscal year in which it is determined that it did not run. This procedure is consistent with the prior year’s methodology with regard to the accrual of unsupported co-op commitments. Liquidity and Capital Resources As of November 30, 2006, the Company had working capital of $22,295,983 as compared to $18,602,107 at November 30, 2005. The ratio of total current assets to current liabilities is 3.5 to 1 as compared to a ratio of 3.0 to 1 for the prior year. The working capital and the current ratio in 2006 were reduced by the Company’s purchase of an aggregate of 253,304 shares of the Company’s common stock for $2,653,867 from current and past officers/directors. The company also purchased 19,600 shares under Rule 144 for an aggregate of $171,738. Stockholders’ equity increased to $27,284,791 from $25,999,656 despite treasury stock purchases offset partially by the income from operations. All treasury stock that was purchased has been retired. The Company’s cash position and short-term investments at fiscal 2006 year-end were $15,901,689, up from $10,586,568 as at November 30, 2005. The Company paid cash dividends in fiscal 2006 in the amount of $1,776,975, representing the dividends declared at the end of fiscal 2005 but not paid until fiscal 2006 of $575,560 and $1,201,415 in dividends declared and paid for fiscal 16 2006. As of November 30, 2006 there were dividends declared but not paid of $490,970. The company’s increase in its cash and short-term investment position was due partly to the conversion of roughly $2,774,000 of long-term (due in excess of one year) securities to short-term (due in less than one year). The reclassification of the $2,774,000 of long-term securities to short-term securities was also more than offset by the purchase of new long-term securities. The securities the company purchased are all of an investment grade rating of Triple A. Because of the rating of the securities purchased, the company believes that there is very little risk with regard to the investments since, although they are all classified as “Available for Sale Securities”, the Company could hold them all to maturity and realize their full value. Our investments are spread among many different Obligors and Municipalities to decrease the risk due to any specific concentrations. The Company’s investment in property and equipment consisted mostly of new computer hardware and software, additional racking for our expanded warehouse facilities, and furniture to accommodate our personnel. The increase in our intangible assets consisted of the costs of certain additional patents and trademarks obtained. Inventories were $6,350,013 and $6,554,150, in 2006 and 2005 respectively, and accounts receivable were $7,188,197 and $9,260,399. The decrease in inventory was due in part to increasing the obsolescence reserves for Pound-X, a dietary supplement product that was launched in the fourth quarter of 2006. Current liabilities are $9,009,263 and $9,309,652, in 2006 and 2005 respectively. The decrease in liabilities was due principally to a decrease in accounts payable and accrued liabilities of $629,668, offset by an increase in income tax payable of $413,869. At year-end, the Company had long and short-term triple A investments and cash of $19,975,345 as compared to $16,861,958 in 2005. As of November 30, 2006, the Company was not utilizing any of the funds available under its $25,000,000 unsecured credit line. Inventory, Seasonality, Inflation and General Economic Factors The Company attempts to keep its inventory for every product at levels that will enable shipment against orders within a three-week period. However, certain components must be inventoried well in advance of actual orders because of time-to-acquire circumstances. For the most part, purchases are based upon projected quarterly requirements, which are projected based upon sales indications received by the sales and marketing departments, and general business factors. All of the Company's contract-manufacture products and components are purchased from non-affiliated entities. Warehousing is provided at Company facilities, and all products are shipped from the Company's warehouse facilities. The Company does not have any products that are particularly seasonal, but sales of its sun- care, depilatory and diet-aid products usually peak during the spring and summer seasons, and perfume sales usually peak in fall and winter. The Company does not have a product that can be identified as a ‘Christmas item’. The Company plans to continue to promote its sales through an advertising program consisting of a combination of media and co-op advertising. We continue to invest money into research and development to build our core products to become leaders in their respective categories. We are trying to decrease the amount of “on hand” inventory we stock however to better service our customers we often find it difficult to reduce our “safety stock”. We continue to evaluate our sales staff and to try to attract aggressive salespeople to increase the distribution of our current product line. We are also 17 continuing to look for additional businesses or product lines which we think will help the company to grow and are also reviewing possible acquisitions or any other offers which we feel will enhance shareholders’ value. Because our products are sold to retail stores (throughout the United States and, in small part, abroad), sales are particularly affected by general economic conditions. Accordingly, any adverse change in the economic climate can have an adverse impact on the Company's sales and financial condition. The Company does not believe that inflation or other general economic circumstance that would negatively affect operations can be predicted at present, but if such circumstances should occur, they could have material and negative impact on the Company's net sales and revenues, unless the Company was able to pass along related cost increases to its customers. There was no significant impact on operations as a result of inflation during the current fiscal year. Contractual Obligations The following table sets forth the contractual obligations in total for each year of the next five years as at November 30, 2006. Such obligations include the current lease for the Company’s premises, written employment contracts and License Agreements. 2007 631,284 Lease on Premises (1) Royalty Expense (2) 345,675 Employment Contracts (3) 2,426,157 Open Purchase Orders 4,480,758 Total Contractual Obligations 7,883,874 2008 561,984 345,675 2,538,726 2009 492,684 345,675 2,658,050 2010 2011 492,684 492,684 345,675 345,675 1,328,828 2,784,533 3,446,385 3,496,409 3,622,892 2,167,187 (1) The major Lease is a net, net lease requiring a yearly rental of $327,684 plus Common Area Maintenance “CAM”. See Section Part I, Item 2. The rental provided above is the base rental and estimated CAM. CAM for 2006 was $164,880. The figures above do not include adjustments for the CPI. The lease has an annual CPI adjustment, not to cumulatively exceed 15% in any consecutive five year period. The lease expires on May 31, 2012 with a renewal option for an additional five years. The Lodi lease requires a yearly rental of $91,000 plus CAM. The lease is a 12-month lease which commenced in May 2005. The Company extended the lease to April 30, 2008. (2) See Section Part I, Item 1(f). The Company is not required to pay any royalty in excess of realized sales if the Company chooses not to continue under the license. The figures set forth above reflect estimates of the royalty expense anticipated minimum requirements to maintain the licenses under the various contracts for the licensed products based on fiscal 2006 sales. Royalty expense includes Alleghany Pharmacal, Solar Sense, Nail Consultants, Tea-Guard, Inc. and Stephen Hsu, PhD. (3) The Company has executed Employment Contracts with its CEO, David Edell, and its Chairman of the Board, Ira W. Berman. The contracts for both are exactly the same. The contracts expire on December 31, 2010. The contracts provide for a base salary which commenced in 1994 in the amount of $300,000 (plus a bonus of 20% of the base salary), with a year-to-year CPI or 6% increase, plus 2.5% of the Company’s pre-tax income less depreciation and amortization (EBITDA). (The 2.5% measure in the bonus provision of the Edell/Berman contracts was 18 amended on November 3, 1998 so as to calculate it against earnings before income taxes, less depreciation, amortization and expenditures for media and cooperative advertising in excess of $8,000,000.) On May 24, 2001, the contract was amended increasing the base salary then in effect by $100,000 per annum. The contracts also provide that at the end of the term or upon retirement, Edell/Berman shall be retained by the Company as consultants at the consideration equal to 50% of the prior year’s salary and bonus for a five year period. The figures above include only the base salaries for the five years (plus 20% of the base salary), and adjustment for CPI, and without estimating bonuses, as the bonus is contingent upon future earnings, and also including payments that would be due as consulting payments upon expiration or retirement. David Edell’s sons, Dunnan Edell and Drew Edell have five-year employment contracts in the amounts of $270,000 and $200,000 respectively, which expire on November 30, 2007 (See Item 11, Summary Compensation Table). In July 2003, Dunnan Edell’s salary was increased to $300,000 and in January 2004, Drew Edell’s salary was increased to $225,000. In fiscal 2005, Drew Edell’s salary was increased to $250,000. Dunnan Edell is a director and during fiscal 2003 was appointed President of the Company and Chief Operating Officer. Drew Edell is the Vice President of Research, and Product Development. On February 10, 2006, the Board of Directors extended the employment contracts for Dunnan Edell and Drew Edell to December 31, 2010. Recent Accounting Pronouncements In June 2006, the Financial Accounting Standards Board (“FASB”) issue FASB Interpretation No. 48 (“FIN No. 48”) “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB No. 109”. FIN No. No. 48 established a recognition threshold and measurement for income tax positions recognizes in an enterprise’s financial statements in accordance with FASB No. 109, “Accounting for Income Taxes”. FIN No. 48 also prescribes a two-step evaluation process for tax positions. The first step is recognition and the second is measurement. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. Accordingly, the Company plans to adopt FIN No. 48 on December 1, 2007. The Company has not determined the impact if any, on the adoption of FIN No. 48. In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, established a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods in those fiscal years. The Company has not determined the impact, if any, of the adoption of SFAS No. 157. In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of SFAS Statements Nos. 87, 88,106 and 132R. SFAS No. 158, requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position, measure a plan’s assets and obligations as of the end of the employer’s fiscal year-end and recognize changes in the funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 is effective as of the end of the fiscal year ending after December 15, 2007. Since the Company does not have a defined benefit plan, the adoption will not have an impact on the Company’s financial statements. 19 In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB 108”) which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB 108 is effective for the first fiscal year ending after November 15, 2006 which will be the fiscal year ending November 30, 2006. The adoption of this statement had no material impact on the Company’s financial position or results of operations. Cautionary Statements Regarding Forward-Looking Statements This annual report contains forward-looking statements based upon current expectations of management that involve risks and uncertainty. Actual risks could differ materially from those anticipated. Additional risks and uncertainties not presently known may possibly impair business operations. If any of these risks actually occur, the business, financial conditions and operating results could be materially adversely affected. The cautionary statements made in this Annual Report on Form 10K should be read as being applicable to all forward-looking statements whenever they appear in this Annual Report. Concentration of Risk The Company relies on mass merchandisers and major food and drug chains for the sales of its products. The loss of any one of those accounts could have a substantive negative impact upon its financial operations. All of the Company’s products have independent competition and must be able to compete in order to maintain its position on the retail merchandisers’ shelves. {See Business - General, Item 1(c) i Marketing.} The Company does not manufacture any of its products. All of the products are manufactured for the Company by independent contract manufacturers. There can be no assurance that the failure of a supplier to deliver the products ordered by the Company when requested will not cause burdensome delays in the Company’s shipments to accounts. The Company does constantly seek alternative suppliers should a major supplier fail to deliver as contracted. A failure of the Company to ship as ordered by its accounts could cause penalties and/or cancellations of our customers’ orders. There is No Assurance That The Business Will Continue to Operate Profitably. In Fiscal 2006, net sales were $63,302,220. Almost all of the products were able to maintain the projected gross profit margins. Net income was $5,604,251. The Company’s new dietary supplement product line, “Pound-X,” which was introduced in the fourth quarter of fiscal 2006 might not sell as well as the Company has anticipated in fiscal 2007. The Pending Litigations in Connection with the Sale of the Company’s Products Containing PPA May Entail Significant Uncertainty and Expense. As described in “Legal Proceedings” set forth, there were referenced 8Ks filed on May 23, 2002 and November 20, 2002, in which the legal issues were discussed. Currently, there are two remaining cases. One case in Pennsylvania is in the process of being dismissed. The other case pending in Louisiana is fully insured and is being defended by the Company’s insurance carrier. All of the other cases have been dismissed with prejudice. As previously advised, it is independent 20 counsel’s opinion that the Company has a defensible position in the two remaining lawsuits. Competition in the Cosmetic, Health and Beauty Aid Industry is Highly Competitive. Reference is made to “Business ‘Sub-section’ of Competition.” CLASS A Shareholders Retain Control of Board of Directors. See “Voting” in the Proxy Statement dated May 15,2006. Class A Shareholders, David Edell, CEO and Ira W. Berman, Chairman of the Board of Directors, have the right to elect four members to the Board of Directors. Common stockholders have the right to elect three members to the Board of Directors. Future Success Depends on Continued New Product Development. The Company is not financially as strong as the major companies against whom it competes. The ability to successfully introduce new niche products and increase the growth and profitability of its current niche brand products will affect the business and prospects of the future of the Company and it relies upon the creativity and marketing skills of management. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company’s financial statements (See Item 15) record the Company’s investments under the “mark to market” method (i.e., at date-of-statement market value). The investments are, categorically listed, in “Common Stock”, “Mutual Funds”, “Other Equity”, “Preferred Stock”, “Government Obligations” and “Corporate Obligations” (which, primarily, are intended to be held to maturity). $204,972 of the Company’s $15,590,005 portfolio of investments ( as at Nov. 30, 2006) is invested in the ”Common Stock” and “Other Equity” category, and $818,204 are invested in Preferred Stock holdings. Whereas the Company does not take positions or engage in transactions in risk-sensitive market instruments in any substantial degree, nor as defined by SEC rules and instructions, thus the Company does not believe that its investment-market risk is material. 21 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Financial Statements are listed under Item 15 in this Form 10-K. The following financial data is a summary of the quarterly results of operations (unaudited) during and for the years ended November 30, 2006 and 2005: Fiscal 2006 ** Feb. 28 May 31 Aug. 31 Nov. 30 Three Months Ended Net Sales Total Revenue Cost of Products Sold Net Income Earnings Per Share: Basic Diluted $14,562,927 $18,558,174 $15,788,172 $14,392,947 15,996,688 14,597,050 4,993,420 6,252,283 900,889 18,773,398 6,109,857 1,705,108 1,927,476 14,732,887 5,904,747 1,070,778 $.15 $.15 $.24 $.24 $.28 $.13 $.27 $.13 Fiscal 2005 ** Feb. 28 Three Months Ended Aug. 31 May 31 Nov. 30 Net Sales Total Revenue Cost of Products Sold Net Income Earnings Per Share: Basic Diluted $13,985,365 $18,143,816 $14,722,055 $14,330,098 14,111,316 5,599,609 944,830 14,882,100 14,493,400 18,267,427 6,261,360 5,727,927 5,145,166 1,750,656 ( 390,834) 1,480,850 $.13 $.13 $.25 $.24 ($.05) $.21 ($.05) $.20 ** After reclassification of certain additional promotional expenses from expense to a reduction of net sales. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Company did not change its accountants within the twenty-four months prior to the date of the most recent financial statements (nor since), and had no reported disagreement with its accountants on any matter of accounting principles or practices. Item 9A. CONTROLS AND PROCEDURES With the participation of our Chief Executive Officer and Chief Financial Officer, management has carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of November 30, 2006. There were no changes in our internal control over financial reporting (as defined in Rule 13a- 22 15(f) under the Securities Exchange Act of 1934) pursuant to preliminary evaluations that the Company believes will materially affect, or are reasonably likely to materially affect, internal control over financial reporting. Under Section 404 of the Sarbanes-Oxley Act of 2002,, The Company’s fiscal 2009 annual report is required to be accompanied by a “Section 404 Formal Report” by management on the effectiveness of internal controls over financial reporting. Management has commenced preparing a report and reviewing the internal controls in each of the Company’s departments. The Company’s independent accounting firm is meeting with the Company to review the internal controls’ effectiveness in each department. The filing of the Company’s November 30, 2008 annual report must contain an opinion by the Company’s independent accounting firm on the effectiveness of the Company’s internal controls. The Company’s officers are currently working to evaluate and confirm that the Company’s automated data processing software systems and other procedures are effective and that the information created by the Company’s systems adequately confirm the validity of the information upon which the Company relies. The Company is continuing to take a thorough review of the effectiveness of its internal controls and procedures, including financial reporting. It is working to strengthen all of its procedures wherever necessary. The Company’s preliminary review has not identified or required any changes over its internal controls that have materially affected, or are reasonably likely to materially affect internal controls over financial reporting. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT We have a code of ethics that applies to the Chairman of the Board, Directors, Officers and Employees, including our Chief Executive Officer and Chief Financial Officer. You can find our code of ethics in Exhibit 14. The Executive Officers and Directors of the Company are as follows: NAME POSITION COMPANY SERVICE YEAR OF FIRST David Edell Ira W. Berman Chief Executive Officer, Director Chairman of the Board of Directors, Secretary, Executive Vice President Dunnan Edell President, Chief Operating Officer and Director Stephen Heit Executive Vice President and 23 1983 1983 1984 Chief Financial Officer 2005 Drew Edell Vice President- Product Development and Production 1983 John Bingman Vice President and Treasurer Stanley Kreitman Director Jack Polak Director Robert Lage Director Gio Batta Gori, PhD Director 1986 1996 1983 2003 2004 David Edell, age 74, is a director, and the Company's Chief Executive Officer. Prior to his association with the Company, he was a marketing and financial consultant; and, by 1983, he had extensive experience in the health and beauty aids field as an executive director and/or officer of Hazel Bishop, Lanolin Plus and Vitamin Corporation of America. In 1954, David Edell received a Bachelor of Arts degree from Syracuse University. Ira W. Berman, age 75, is the Company's Executive Vice President and Corporate Secretary. He is also Chairman of the Board of Directors. Mr. Berman is an attorney who has been engaged in the practice of law since 1955. He received a Bachelor of Arts Degree (1953) and Bachelor of Law Degree (1955) from Cornell University, and is a member of the American Bar Association. Dunnan Edell is the 51 year-old son of David Edell. He is a graduate of George Washington University. He has been a director since 1994, and in fiscal 2003, he was promoted to position of President of the Company and Chief Operating Officer. He joined the Company in 1984 and was appointed Divisional Vice-President in 1986. He was employed by Alleghany Pharmacal Corporation from 1982 to 1984 and by Hazel Bishop from 1977 to 1981. Stephen Heit, age 52 joined CCA in May 2005 as Executive Vice President – Operations, and was appointed Chief Financial Officer in March 2006. Prior to that he was Vice President – Business Strategies for Del Laboratories, Inc., a consumer products company that was listed on the American stock exchange, from 2003 to 2005. Mr. Heit served as President of AM Cosmetics, Inc. from 2001 to 2003, as Chief Financial Officer from 1998 to 2003, and Corporate Secretary to the Board of Directors from 1999 to 2003. From 1986 to 1997 he was the Chief Financial Officer of Pavion Limited, and also served on the Board of Directors. He also served as a Director of Loeb House, Inc., a non-profit organization serving mentally handicapped adults from 1987 to 1995, and Director of Nyack Hospital Foundation from 1993 to 1995. He received a Bachelor of Science from Dominican College in 1976, with additional graduate work in Professional Accounting at Fordham University from 1976 – 1978, and is a MBA Candidate at the University of Connecticut Graduate Business School. Drew Edell, the 49 year-old son of David Edell, is a graduate of Pratt Institute, where he received a Bachelor's degree in Industrial Design. He joined the Company in 1983, and in 1985, he was appointed Vice President of Product Development and Production. 24 John Bingman, age 55, received a Bachelor of Science degree from Farleigh Dickenson University in 1973. He worked as a Certified Public Accountant who practiced with the New Jersey accounting firm of Zarrow, Zarrow & Klein from 1976 to 1986. Jack Polak, age 94, has been a private investment consultant and a banker since April 1982. He is a certified Dutch Tax Consultant and a member of The Netherlands Federation of Certified Tax Consultants. He was knighted on his 80th birthday by Queen Beatrix of the Netherlands for his untiring efforts on behalf of the Anne Frank Center USA for which he is still actively working as the “Chairman-Emeritus.” On May 23, 2004, Hofstra University in Long Island, NY awarded him with an honorary doctorate in humane letters. Stanley Kreitman, age 74 has been Vice Chairman of Manhattan Associates an equity investment firm since 1994. He is a director of Medallion Financial Corp. (NASDAQ), Capital Lease Financial Corp.(NYSE), KSW Corp., Geneva Mortgage Corp., and Century Bank. He also serves as Chairman of the New York City Board of Corrections, Nassau County Crime Stoppers, and serves on the board of the Police Athletic League. From 1975 to 1993 he was President of United States Banknote Corp.(NYSE) a securities printer. Robert Lage, age 70, is a retired CPA. He became a director in fiscal 2003. He was a partner at Price WaterhouseCoopers Management Consulting Service prior to his retirement in 1997. He has been engaged in the practice of public accounting and management consulting since 1959. He received a BBA from Bernard Baruch College of the City University of New York in 1958. Gio Batta Gori, PhD, 76, was elected as a director in June of 2004. He is president of the Health Policy Center, Bethesda, Maryland, a consulting group in toxicology, epidemiology, nutrition, and related scientific, industrial, and regulatory issues. Advisor to major corporations worldwide, his previous experiences include directing the Franklin Institute Policy Analysis Center, and executive positions at the National Cancer Institute as Deputy Director of the Division of Cancer Causes and Prevention, Director of the Smoking and Health Program, Director of the Diet, Nutrition and Cancer Program. He held earlier positions in the pharmaceutical and biologics industry, and in academia. Recipient of the U.S. Department of Health Education and Welfare Superior Service Award, he is active in toxicology, carcinogenesis, nutrition, tobacco, and environmental issues. He has been a two- term President of the International Society of Regulatory Toxicology and Pharmacology, is a member of scientific societies, fellow of the Academy of Toxicological Sciences, funding and former editor of the journal Nutrition and Cancer, and editor of the journal Regulatory Toxicology and Pharmacology. 25 Item 11. EXECUTIVE COMPENSATION i. Summary Compensation Table The following table summarizes compensation earned in the 2006, 2005 and 2004 fiscal years by all of the executive officers whose fiscal 2006 compensation exceeded $100,000, including the Chief Executive Officer (the "Named Officers"). Annual Compensation Long-Term Compensation Number of Shares All Covered Other Other by Stock Long-Term Annual Compen- Options Compen- sation(1) Granted(2) sation Year Salary Bonus 2006 2005 2004 $737,001 695,738 656,357 $556,410 510,857 573,543 $ 41,193 28,976 38,294 - - - Name and Principal Position David Edell, Chief Executive Officer Ira W. Berman, Secretary and Executive Vice President 2005 2005 2004 $737,001 695,738 656,357 $556,410 510,857 573,543 $31,718 30,256 24,739 - - - Dunnan Edell, 2006 President, Chief 2005 Operating Officer $300,000 300,000 2004 312,692 $120,000 120,000 95,000 $ 9,155 12,317 5,305 $211,538 110,000 $ 30,000 15,000 $7,972 3,721 - - - - - $250,000 243,269 222,596 $ 60,000 60,000 50,000 $ 9,188 8,861 1,951 - - - Stephen Heit Executive Vice President, Chief Financial Officer 2006 2005 Drew Edell Vice President Product Development and Production 2006 2005 2004 2006 John Bingman Vice President 2005 2004 Treasurer $111,980 111,980 111,980 $ 20,000 45,000 40,000 $ 1,558 1,587 1,005 - - - ------------------------- (1) Includes the personal-use value of Company-leased automobiles, the value of Company-provided 26 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 life insurance, and health insurance that is made available to all employees. (2) Information in respect of stock option plans appears below in the sub-topic, Employment Contracts/Executive Compensation Program. ii. Fiscal 2006 Option Grants and Option Exercises, Year-End Option Valuation, Option Repricing No new options were issued to the Named Officers in fiscal 2006. The next table identifies 2006 fiscal-year option exercises by Named Officers and Directors, and reports a valuation of their options. Number of Shares Acquired Value On Exercise Realized (1) at December 1, 2006 Number of Shares Value of Unexercised Covered by Un- exercised Options In-the-Money Options at December 1, 2006 22,500 $190,125 David Edell Ira W. Berman 28,000 $236,600 $171,800 Dunnan Edell 20,000 - Drew Edell $235,000 Jack Polak John Bingman - -------------------- - 25,000 - 25,000 25,000 70,000 15,000 0 10,000 $ 290,500 290,500 813,400 174,300 - 116,200 (1) Represents the difference between market price and the respective exercise prices of options as of the exercise date. The market price at December 1, 2006 was $11.62. Repriced Options The following table identifies the stock options held by the Named Officers and all other officers and directors, the exercise prices of which have been reduced during the past 10 years. Original Number Grant Original Date New of Shares Date Price Repriced Price 100,000 Aug. 1, 1997 David Edell (1) $2.50 May 24, 2001 Aug. 1, 1997 100,000 Ira W. Berman (1) 2.50 May 24, 2001 Aug. 1, 1997 50,000 Dunnan Edell (1) 2.50 May 24, 2001 Aug. 1, 1997 Drew Edell (1) 50,000 2.50 May 24, 2001 Aug. 1, 1997 Stanley Kreitman (1) 25,000 2.50 May 24, 2001 2.50 May 24, 2001 Aug. 1, 1997 25,000 Jack Polak (1) Jun. 10, 1995 4.50 May 24, 2001 25,000 Dunnan Edell (1)(2) Drew Edell (1)(2) Jun. 10, 1995 4.50 May 24, 2001 25,000 ------------------- $.50 .50 .50 .50 .50 .50 .50 .50 (1) On November 3, 1998, the full Board of Directors authorized the repricing in consequence of a 27 declining market valuation, inconsistent with the Company's realizable value. The market price of the Common Stock at the date of repricing was $1.00; and, at that date, the original option terms (10 years from August 1, 1997) had approximately 8 years and 10 months remaining. When the options were originally issued, on August 1, 1997, the market price of the Company's Common Stock was $2.50. On May 24, 2001, the Company repriced the options again when the market price was $.50. (2) On June 10, 2000, the full Board of Directors authorized the repricing in consequence of a declining market valuation, inconsistent with the Company’s realizable value. The market price of common stock at the date of repricing was $1.10; and at that date the original terms (5 years from June 10, 1995) were extended for an additional 5 years. When the options were originally issued on June 10, 1995, the market price of the Company’s common stock was $3. On May 24, 2001, the Company repriced the options again when the market price was $.50, and changed the expiration date to August 1, 2007. iii. Compensation of Directors Each outside director was paid between $2,500 and $5,000 per meeting for attendance of board meetings in fiscal 2006 (without additional compensation for committee meetings). Mr. Lage received an additional $30,000 as chairman of the audit committee. The full Board of Directors met six times in fiscal 2006. iv. Executive Compensation Principles Audit and Compensation Committee The Company's Executive Compensation Program is based on guiding principles designed to align executive compensation with Company values and objectives, business strategy, management initiatives, and financial performance. In applying these principles the Audit and Compensation Committee of the Board of Directors, comprised of Stanley Kreitman, Jack Polak and Robert Lage, which met four times in fiscal 2006, has established a program to: (cid:31) Reward executives for long-term strategic management and the enhancement of shareholder value. (cid:31) (cid:31) Integrate compensation programs with both the Company's annual and long-term strategic planning. Support a performance-oriented environment that rewards performance not only with respect to Company goals but also Company performance as compared to industry performance levels. Stanley Kreitman, former president of a national bank, qualifies as a “financial expert” as defined by the SEC in Instruction 1 to proposed Item 309 of Regulation S-K, which is set forth in the SEC Release No. 34 - 46701 dated October 22, 2003. Mr. Kreitman is an “independent” as that term is used in Section 10A(m)(3) of the Exchange Act. Jack Polak was knighted by the Dutch government in 1993. He is a certified Dutch tax consultant and a member of the association of certified tax accountants. The Board has deemed that he is both “independent” and qualifies as a “financial expert.” 28 Robert A. Lage, Chairman of the Audit Committee and a retired CPA, was a partner at PriceWaterhouseCoopers Management Consulting Service prior to his retirement in 1997. He has been engaged in the practice of public accounting and management consulting since 1959. He received a BBA from Bernard Baruch College of the City University of New York in 1958. The Board has deemed that he is both “independent” and qualifies as a “financial expert”. v. Employment Contracts/Compensation Program The total compensation program consists of both cash and equity based compensation. The Audit and Compensation Committee (the "Committee") determines the level of salary and bonuses, if any, for key executive officers of the Company. The Committee determines the salary or salary range based upon competitive norms. Actual salary changes are based upon performance, and bonuses were awarded by the Committee in consideration of the Company's performance during the 2006 fiscal year. The Company has executed Employment Contracts with its CEO, David Edell, and its Chairman of the Board, Ira W. Berman. The contracts for both are exactly the same. The contracts expire on December 31, 2010. The contracts provide for a base salary which commenced in 1994 in the amount of $300,000 (plus a bonus of 20% of the base salary), with a year-to-year CPI or 6% increase, plus 2.5% of the Company’s pre-tax income less depreciation and amortization (EBITDA). (The 2.5% measure in the bonus provision of the Edell/Berman contracts was amended on November 3, 1998 so as to calculate it against earnings before income taxes, less depreciation, amortization and expenditures for media and cooperative advertising in excess of $8,000,000.) On May 24, 2001, the contract was amended increasing the base salary then in effect by $100,000 per annum (See Item 11, Summary Compensation Table). The contracts also provide that at the end of the term or upon retirement, Edell/Berman shall be retained by the Company as consultants at the consideration equal to 50% of the prior year’s salary and bonus for a five year period. David Edell’s sons, Dunnan Edell and Drew Edell have five-year employment contracts in the amounts of $270,000 and $200,000 respectively, which expire on November 30, 2007. On February 10, 2006, the Board of Directors extended the contracts for Dunnan Edell and Drew Edell to December 31, 2010 (See Item 11, Summary Compensation Table). Dunnan Edell is a director and President of the Company. Drew Edell is the Vice President of Product Development and Production. On July 1 2003, Dunnan Edell’s salary was increased to $300,000, and on January 5, 2004, Drew Edell’s salary was increased to $225,000 and in 2005, it was increased to $250,000. vi. Stock Option Plans Long-term incentives are provided through the issuance of stock options. (The 1984 Stock Option Plan covered 1,500,000 shares of its Common Stock, and the 1986 Stock Option Plan covered 1,500,000 shares of its Common Stock.) On July 9, 2003, the Company’s Stock Option Plan was approved by the shareholders authorizing the issuance of options to issue up to 1,000,000 shares. The Company's 2003 Stock Option Plan covers 1,000,000 shares of its Common Stock. The 2003 Option Plan provides (as had the 1984, 1986 and the 1994 plans) for the granting of 29 two (2) types of options: "Incentive Stock Options" and "Nonqualified Stock Options". The Incentive Stock Options (but not the Nonqualified Stock Options) are intended to qualify as "Incentive Stock Options" as defined in Section 422(a) of The Internal Revenue Code. The Plans are not qualified under Section 401(a) of the Code, nor subject to the provisions of the Employee Retirement Income Security Act of 1974. Options may be granted under the Options Plans to employees (including officers and directors who are also employees) and consultants of the Company provided, however, that Incentive Stock Options may not be granted to any non-employee director or consultant. Option Plans are administered and interpreted by the Board of Directors. (Where issuance to a Board member is under consideration, that member must abstain.) The Board has the power, subject to plan provisions, to determine the persons to whom and the dates on which options will be granted, the number of shares subject to each option, the time or times during the term of each when options may be exercised, and other terms. The Board has the power to delegate administration to a Committee of not less than two (2) Board members, each of whom must be disinterested within the meaning of Rule 16b-3 under the Securities Exchange Act, and ineligible to participate in the option plan or in any other stock purchase, option or appreciation right under plan of the Company or any affiliate. Members of the Board receive no compensation for their services in connection with the administration of option plans. Option Plans permit the exercise of options for cash, other property acceptable to the Board or pursuant to a deferred payment arrangement. The 1994 Plan specifically authorizes that payment may be made for stock issuable upon exercise by tender of Common Stock of the Company; and the Executive Committee is authorized to make loans to option exercisers to finance optionee tax-consequences in respect of option exercise, but such loans must be personally guaranteed and secured by the issued stock. The maximum term of each option is ten (10) years. No option granted is transferable by the optionee other than upon death. On June 15, 2005, the shareholders approved an amended and Restated Stock Option Plan amending the 2003 Stock Option Plan. The Plan provides that the stock option committee may make awards in the form of (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted stock, and (e) performance shares. No new awards were made by the committee in fiscal 2006. Under the plans, options will terminate three (3) months after the optionee ceases to be employed by the Company or a parent or subsidiary of the Company unless (i) the termination of employment is due to such person's permanent and total disability, in which case the option may, but need not, provide that it may be exercised at any time within one (1) year of such termination (to the extent the option was vested at the time of such termination); or (ii) the optionee dies while employed by the Company or a parent or subsidiary of the Company or within three (3) months after termination of such employment, in which case the option may, but need not provide that it may be exercised (to the extent the option was vested at the time of the optionee's death) within eighteen (18) months of the 30 optionee's death by the person or persons to whom the rights under such option pass by will or by the laws of descent or distribution; or (iii) the option by its terms specifically provides otherwise. The exercise price of all nonqualified stock options must be at least equal to 85% of the fair market value of the underlying stock on the date of grant. The exercise price of all Incentive Stock Options must be at least equal to the fair market value of the underlying stock on the date of grant. The aggregate fair market value of stock of the Company (determined at the date of the option grant) for which any employee may be granted Incentive Stock Options in any calendar year may not exceed $100,000, plus certain carryover allowances. The exercise price of an Incentive Stock Option granted to any participant who owns stock possessing more than ten (10%) of the voting rights of the Company's outstanding capital stock must be at least 110% of the fair market value on the date of grant. As at November 30, 2006, 181,000 stock options, yet exercisable, to purchase 181,000 shares of the Company's Common Stock, were outstanding. The Company has adopted Stock Appreciation Rights incentives and Restricted Stock grants in the 2005 Amended Stock Option Plan. No such grants were issued in fiscal 2006. All of the terms and conditions of the Plan were included in the June 15, 2005 Proxy, which Plan was approved by the shareholders at the annual meeting. The Proxy was incorporated by reference to the 10K Annual Report for fiscal 2005. 31 vii. Performance Graph Set forth below is a line graph comparing cumulative total shareholder return on the Company's Common Stock, with the cumulative total return of companies in the NASDAQ Stock Market (U.S.) and the cumulative total return of Dow Jones's TMI/Personal Products Index. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among CCA Industries, Inc., The Dow Jones US Total Market Index And The Dow Jones US Personal Products Index $1,200 $1,000 $800 $600 $400 $200 $0 12/01 12/02 12/03 12/04 12/05 12/06 CCA Industries, Inc. Dow Jones US Total Market Dow Jones US Personal Products * $100 invested on 12/31/01 in stock or index-including reinvestment of dividends. Fiscal year ending December 31. CCA Industries - ASE 12/01 12/02 Cumulative Total Return 12/04 12/03 12/05 12/06 CCA Industries, Inc. Dow Jones US Total Market Dow Jones US Personal Products 100.00 100.00 100.00 154.26 77.92 95.54 670.71 101.88 110.51 941.41 114.12 128.80 774.26 121.34 136.75 989.01 140.23 163.19 32 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock and/or Class A Common Stock as of November 30, 2006 by (i) all those known by the Company to be owners of more than five percent of the outstanding shares of Common Stock or Class A Common Stock; (ii) each officer and director; and (iii) all officers and directors as a group. Unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares owned (subject to community property laws, where applicable), and is beneficial owner of them. Number of Name and Address Shares Owned (1): Common Stock Class A (2) Ownership, As A Percentage of All Shares Out- “Option Standing/Assuming Shares” (1) Option Share Exercise (1) David Edell c/o CCA Industries, Inc. 200 Murray Hill Parkway East Rutherford, NJ 07073 Ira W. Berman c/o CCA Industries, Inc. 146,609 484,615 25,000 9.0% 9.3% 160,533 483,087 25,000 9.2% 9.5% Costa Brava Partnership III LP (3) 420 Boylston Street Boston, MA 500,000 - - 7.1% 7.1% Jack Polak c/o CCA Industries, Inc. Stanley Kreitman c/o CCA Industries, Inc. Dunnan Edell c/o CCA Industries, Inc. 53,254 - - 0.8% 0.8% 15,000 - - 0.2% 0.2% 60,969 - 70,000 0.9% 1.9% Gio Batta Gori, PhD c/o CCA Industries, Inc. - Robert Lage c/o CCA Industries, Inc. - - - - - - - - - Drew Edell c/o CCA Industries, Inc. 98,108 - 15,000 1.4% 1.6% 33 John Bingman c/o CCA Industries, Inc. Stephen A. Heit c/o CCA Industries, Inc. Officers and Directors as a group (10 persons) _______________________ - - 10,000 0% .1% 1,000 - - .01% - 1,035,473 967,702 145,000 (1) The number of “Option Shares” represents the number of shares that could be purchased by and upon exercise of unexercised options exercisable within 90 days; and the percentage ownership figure denominated “Assuming Option Share Exercise” assumes, per person, that unexercised options have been exercised and, thus, that subject shares have been purchased and are actually owned. In turn, the “assumed” percentage ownership figure is measured, for each owner, as if each had exercised such options, and purchased subject ‘option shares,’ and thus increased total shares actually outstanding, but that no other option owner had ‘exercised and purchased.’ (2) David Edell and Ira Berman own 100% of the outstanding shares of Class A Common Stock. Messrs. David Edell, Dunnan Edell, and Ira Berman are officers and directors. Messrs. Stephen Heit, John Bingman and Drew Edell is an officer. Messrs. Lage, Kreitman and Polak are independent, outside directors. (3) The principal business of Costa Brava Partnership III L.P. is to make investments in, buy, sell, hold, pledge and assign securities. The principal business of Roark, Rearden and Hamot, LLC is to act as general partner of Costa Brava Partnership III L.P. The principal business address is 420 Boylston Street, Boston, MA 02116. Seth W. Hamot is the president of Roark, Rearden & Hamot, LLC, which is the general partner of Costa Brava Partnership III L.P. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During fiscal 2006, several related parties provided services to the Company, which were deemed immaterial to the financial statements. During fiscal 2006 the Company purchased and retired an aggregate of 225,000 shares of common stock from three officers/directors, David Edell-100,000, Ira Berman-100,000 and Drew Edell-25,000. The purchase price was $10.50 per share discounted from $10.82 per share, the closing price at the close of business on the transaction date. The Company purchased 9,392 shares from Stanley Kreitman, a director, and 15,000 shares from Rami Abada, a former director, for $10.50 per share discounted from $10.70 per share, the closing price at the close of business on the transaction date. 34 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES KGS LLP (“KGS”) (formerly known as Sheft Kahn & Company LLP) served as the Company’s independent auditors for 2006 and 2005. The services performed by KGS in this capacity included conducting an audit in accordance with generally accepted auditing standards of, and expressing an opinion on, the Company’s consolidated financial statements. Audit Fees KGS’s fees for professional services rendered in connection with the audit and review of Forms 10-K and all other SEC regulatory filings were $216,725 for the 2006 fiscal year and $162,178 for the 2005 fiscal year. The Company has paid and is current on all billed fees. Audit Related Fees Audit related fees billed in Fiscal 2006 and 2004 by KGS were $39,012 and $3,265, respectively. Audit related fees consist primarily of fees billed for professional services rendered by KGS for accounting consultations and services related to business acquisitions and dispositions, responses to SEC correspondence, and readiness consultations for Section 404 of the Sarbanes Oxley Act of 2002. Tax Fees KGS’s fees for professional services rendered in connection with Federal and State tax return preparation and other tax matters for the 2006 and 2005 fiscal years were $58,100 and $41,181, respectively. All Other Fees All other fees of $140 and $565 billed in Fiscal years 2006 and 2005, respectively, represent fees for miscellaneous services other than those described above. Engagements Subject to Approval Under its charter, the Audit Committee must pre-approve all subsequent engagements of our independent auditor unless an exception to such pre-approval exists under the Securities Exchange Act of 1934 or the rules of the Securities and Exchange Commission. Each year, the independent auditor’s retention to audit our financial statements, including the associated fee, is approved by the committee before the filing of the preceding year’s annual report on form 10-K. At the beginning of the fiscal year, the Audit Committee will evaluate other known potential engagements of the independent auditor, including the scope of the work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor’s independence from management. At each subsequent committee meeting, the committee will receive updates on the services actually provided by the independent auditor, and management may present additional services for approval. The committee has delegated to the Chairman of the committee the authority to evaluate and approve engagements on behalf of the committee in the event that a need arises for pre- approval between committee meetings. If the Chairman so approves any such engagements, he will 35 report that approval to the full committee at the next committee meeting. Since the May 6, 2003 effective date of the Securities and Exchange Commission rules stating that an auditor is not independent of an audit client if the services it provides to the client are not appropriately approved, each new engagement of KGS LLP, formerly known as Sheft Kahn & Company LLP was approved in advance by the Audit Committee, and none of those engagements made use of the de minimus exception to pre-approval contained in the Commission’s rules. 36 PART IV Item 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K Financial Statements: Table of Contents, Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets as of November 30, 2006 and 2005, Consolidated Statements of Income for the years ended November 30, 2006, 2005 and 2004, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Shareholders' Equity for the years ended November 30, 2006, 2005 and 2004, Consolidated Statements of Cash Flows for the years ended November 30, 2006, 2005 and 2004, Notes to Consolidated Financial Statements. Financial Statement Supplementary Information: Schedule II: Valuation Accounts; Years Ended Nov. 30, 2006, 2005 and 2004. Exhibits: (1) (3) The Indenture (and the Promissory note exhibited therewith) defining the rights of former shareholders who tendered Common Stock to the Company for its $2 per share, five- year, 6% debenture, is incorporated by reference to the filing of such documents with the Schedule TO filed with the SEC, on June 5, 2001. The Company's Articles of Incorporation and Amendments thereof, and its By-Laws, are incorporated by reference to their filing with the Form 10-K/A filed April 5, 1995. (Exhibit pages 000001-23). (10.1) The Following Material Contracts are incorporated by reference to their filing with the Form 10-K/A filed April 5, 1995: Amended and Restated Employment Agreements of 1994, with David Edell and Ira Berman; License Agreement made February 12, 1986 with Alleghany Pharmacal Corporation. (10.2) The February 1999 Amendments to the Amended and Restated Employment Agreements of David Edell and Ira Berman (1994) are incorporated by reference to the 1998 10-K. (Exhibit pages 00001-00002). The May 29, 2001 Amended and Restated Employment Agreements of David Edell and Ira Berman are incorporated by reference herein. Previously filed as an exhibit to and incorporated by reference from the indicated report filed with the Securities and Exchange Commission: (1) The Forms 8K, filed on May 22, 2002 and November 20, 2002, are incorporated by reference to this 2006 10K. Three 8Ks are referenced, October 29, 2003, November 24, 2003 and December 11, 2003. Three additional 8Ks are referenced, one on April 7, 2004, one on August 3, 2004 and the last on October 6, 2004. (2) Forms 8K filed on April 11, 2005, June 27, 2005, and July 15, 2005 are incorporated by 37 reference to this 10K (3) The Company’s 2003 Stock Option Plan was filed with the 2003 Proxy and is incorporated by reference to this 10K. (4) The Company’s 2005 Amended and Restated Stock Option Plan and the 2005 Proxy are incorporated by reference herein. The following reports were filed with the Securities and Exchange Commission during the three months ended November 30, 2006: (1) Form 425, filed on September 6, 2006 announcing that the Company entered into a $25 million non-secured revolving Line of Credit with the Wells Fargo Bank. (2) Form 8K, filed on September 6, 2006, announcing that the Company entered into a $25 million non-secured revolving Line of Credit with the Wells Fargo Bank. (3) Form 10Q, filed on October 10,2006, for the quarter ended August 31, 2006. (4) Form 8K, filed on October 23, 2006, announcing that On October 11, 2006, in the case of Ellen and Murray Swartz v. CCA Industries, Inc . in the Court of Common Pleas, Philadelphia County, all claims and cross claims against CCA Industries, Inc. were dismissed with prejudice. (5) Form 8K, filed on November 3, 2006, announcing that In a news release made public today (attached herewith as Exhibit “A”), CCA Industries, Inc. announced that Dubilier & Company has entered into a Letter of Intent (attached herewith as Exhibit “B”) with CCA Industries, Inc. to acquire the Company for approximately $94,000,000 or $12.00 per share for the common stock and $14.50 per share for the restricted Class A stock. The purchase is contingent upon the execution of the mutually agreed to terms and conditions of the Definitive Purchase Agreement. (6) Form 13D/A, filed on November 6, 2006 by filing person, announcing that the Reporting Person no longer beneficially owns more than 5% of the Issuer’s securities. (7) Form 13D/A filed on November 22, 2006 by filing person, announcing that on November 17, 2006, Costa Brava sent a letter to the Board of Directors of the Issuer expressing its concerns over the proposed merger between the Issuer and Dubilier & Company, Inc. (11) Statement re Per Share Earnings (included in Item 15, Financial Statements) (14) Code of Ethics for Chief Executive Officer and Senior Financial Officers are referenced (31.1) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) included herein (31.2) Certification of Chief Financial Officer pursuant to Rule 13a-14(a) included herein (32.1) Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350 included herein 38 (32.2) Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 included herein Shareholders may obtain a copy of any exhibit not filed herewith by writing to CCA Industries, Inc., 200 Murray Hill Parkway, East Rutherford, New Jersey 07073. Moreover, exhibits may be inspected and copied at prescribed rates at the Commission’s public reference facilities at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549; Jacob K. Javits Federal Building, 26 Federal Plaza, New York, New York 10278; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials may also be obtained by mail at prescribed rates from the Public Reference Branch of the Commission at 450 Fifth Street, N.W., the Commission’s Internet website is available at Washington, D.C. 20549, and one (http://www.sec.gov). 39 SIGNATURES Pursuant to the requirements of Section 13 or 15(A) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized. CCA INDUSTRIES, INC. s/ By: DUNNAN EDELL, President Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date s/ Chief Executive Officer, February 28, 2006 DAVID EDELL Director s/ Chairman of the Board of Directors, Executive IRA W. BERMAN Vice President, Secretary February 28, 2006 s/ President, Chief Operating DUNNAN EDELL Officer, Director February 28, 2006 s/ STEPHEN HEIT Executive Vice President, February 28, 2006 Chief Financial Officer s/ Vice President , DREW EDELL Product Development February 28, 2006 s/ Director STANLEY KREITMAN February 28, 2006 s/ ROBERT LAGE s/ JACK POLAK Director February 28, 2006 Director February 28, 2006 s/ GIO BATTA GORI Director February 28, 2006 40 CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, 2006 AND 2005 C O N T E N T S REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ...................... 1 FINANCIAL STATEMENTS: CONSOLIDATED BALANCE SHEETS ............................................................................... 2-3 CONSOLIDATED STATEMENTS OF INCOME ................................................................... 4 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ................................ 5 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY.................................... 6 CONSOLIDATED STATEMENTS OF CASH FLOWS .......................................................... 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ........................................... 8-34 SUPPLEMENTARY INFORMATION SCHEDULE II – VALUATION ACCOUNTS……………………………………………...35 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders CCA Industries, Inc. East Rutherford, New Jersey We have audited the consolidated balance sheets of CCA Industries, Inc. and Subsidiaries as of November 30, 2006 and 2005, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended November 30, 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about 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 accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of CCA Industries, Inc. and Subsidiaries as of November 30, 2006 and 2005, and the consolidated results of their operations and their cash flows for each of the three years in the period ended November 30, 2006, in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule titled “Schedule II – Valuation and Qualifying Accounts” is presented for purposes of additional analysis and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financials statements taken as a whole. KGS LLP CERTIFIED PUBLIC ACCOUNTANTS February 28, 2007 Jericho, New York -1- CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS A S S E T S November 30, 2006 2005 $ 4,385,340 $ 3,536,542 11,516,349 7,050,026 7,188,197 9,260,399 6,350,013 684,875 - 1,180,472 31,305,246 6,554,150 526,134 165,560 818,948 27,911,759 561,634 467,238 503,595 583,177 4,073,656 24,940 47,500 6,275,390 23,419 48,325 4,146,096 6,347,134 $36,516,571 $35,309,308 Current Assets Cash and cash equivalents Short-term investments and marketable securities (Notes 2 and 6) Accounts receivable, net of allowances of $1,026,197 and $938,712 respectively Inventories, net of reserve for inventory obsolescence of $777,715 and $854,764 respectively (Notes 2 and 3) Prepaid expenses and sundry receivables Prepaid income taxes and refunds due (Note 8) Deferred income taxes (Note 8) Total Current Assets Property and Equipment, net of accumulated depreciation and amortization (Notes 2 and 4) Intangible Assets, net of accumulated amortization (Notes 2 and 5) Other Assets Marketable securities (Notes 2 and 6) Deferred taxes Other Total Other Assets Total Assets See Notes to Consolidated Financial Statements. -2- CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY November 30, 2006 2005 Current Liabilities Accounts payable and accrued liabilities (Note 10) Income tax payable Dividends payable $ 8,104,424 $ 8,734,092 413,869 490,970 575,560 Total Current Liabilities 9,009,263 9,309,652 Capitalized lease obligations 122,517 - Total Liabilities 9,131,780 9,309,652 Commitments and Contingencies (Note 12) Shareholders' Equity Preferred stock, $1.00 par; authorized 20,000,000 shares; none issued Common stock, $.01 par; authorized 15,000,000 shares; issued and outstanding 6,034,651 and 6,212,055 shares, respectively Class A common stock, $.01 par; authorized 5,000,000 shares; issued and outstanding 967,702 and 967,702 shares, respectively Additional paid-in capital Retained earnings Unrealized (losses) on marketable securities - - 60,346 62,121 9,677 2,329,570 25,112,331 ( 127,133) 9,677 5,105,732 21,200,465 ( 378,339) Total Shareholders' Equity 27,284,791 25,999,656 Total Liabilities and Shareholders' Equity $36,516,571 $35,309,308 See Notes to Consolidated Financial Statements. -3- CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended November 30, 2005 2004 2006 $63,302,220 797,803 $61,181,334 572,909 $59,008,135 850,196 64,100,023 61,754,243 59,858,331 23,260,307 22,734,062 20,808,145 21,104,728 20,246,344 17,399,483 10,345,407 536,590 ( 73,657) 10,003 10,671,906 772,627 201,864 19,912 11,349,618 876,665 18,675 31,466 55,183,378 54,646,715 50,484,052 8,916,645 7,107,528 9,374,279 3,312,394 $ 5,604,251 3,322,026 $ 3,785,502 3,577,616 $ 5,796,663 7,034,276 7,133,332 7,145,297 7,317,994 7,399,472* 7,680,781* $.80 $.79 $.53 $.52 $.78* $.75* Revenues Sales of health and beauty aid products, net Other income Costs and Expenses Cost of sales Selling, general and administrative expenses Advertising, cooperative and promotions Research and development Provision for doubtful accounts Interest expense Income before Provision for Income Taxes Provision for Income Tax Net Income Weighted Average Shares * Outstanding Basic Diluted Earnings Per Common Share* (Note 2): Basic Diluted * Adjusted for 2% stock dividend. See Notes to Consolidated Financial Statements. -4- CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended November 30, 2005 2004 2006 Net Income $5,604,251 $3,785,502 $5,796,663 Other Comprehensive Income (Loss) Unrealized holding gain (loss) on investments 251,206 ( 149,395) ( 133,716) Comprehensive Income $5,855,457 $3,636,107 $5,662,947 See Notes to Consolidated Financial Statements. -5- CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED NOVEMBER 30, 2006, 2005 AND 2004 COMMON STOCK (1) SHARES AMOUNT ADDITIONAL PAID IN CAPITAL RETAINED EARNINGS UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES TREASURY STOCK 7,701,903 131,825 $77,019 1,318 $3,829,914 3,682 $19,891,541 ($95,228) ($358,706) 5,796,663 (995,440) (133,716) (192,849) (1,928) 38 (207,145) 209,035 (510,000) (5,100) 7,130,879 137,769 71,309 1,378 100 1,260,926 5,904,660 11,072 (88,891) 7,179,757 95,500 (889) 71,798 955 5,105,732 46,795 (4,490,000) (1,260,926) 18,734,693 3,785,502 (1,151,411) (168,319) 21,200,465 5,604,251 (1,692,385) (228,944) (149,671) (19,537) 169,208 - (149,395) (378,339) 251,206 (272,904) 7,002,353 (2,730) $70,023 (2,822,957) $2,329,570 $25,112,331 ($127,133) $ - Balance – November 30, 2003 Issuance of common stock Net income for the year Dividends declared Unrealized (loss) on marketable securities Retirement of treasury stock Purchase and retirement of common stock Stock dividend Balance – November 30, 2004 as revised Issuance of common stock Net income for the year Dividends declared Unrealized (loss) on marketable securities Purchase of 2,188 shares of common stock Retirement of treasury stock Balance – November 30, 2005 Issuance of common stock Net income for the year Dividends declared Unrealized (loss) on marketable securities Purchase and retirement of common stock Balance – November 30, 2006 CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED NOVEMBER 30, Cash Flows from Operating Activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization (Gain) on sale of securities Loss (gain) on sale or impairment of intangible assets (Increase) decrease in deferred income taxes Decrease (increase) in accounts receivable Decrease (increase) in inventory (Increase) decrease in prepaid expenses and sundry receivables Decrease (increase) in prepaid income taxes and refunds due Decrease (increase) in other assets (Decrease) increase in accounts payable and accrued liabilities (Decrease) increase in income taxes payable Net Cash Provided by Operating Activities Cash Flows from Investing Activities: Acquisition of property and equipment Acquisition of intangible assets Purchase of available for sale securities Proceeds from sale of available for sales securities Proceeds from sale of trademark Net Cash (Used in) Provided by Investing Activities Cash Flows from Financing Activities: Purchase of common shares Repurchase of outstanding debentures Proceeds from exercise of stock options Increase in capital lease obligation Payments in capital lease obligation Purchase of treasury stock Dividends paid 2006 2005 2004 $5,604,251 $3,785,502 $5,796,663 227,039 ( 62,012) 112,901 ( 363,045) 2,072,202 204,137 329,278 307,598 ( 143,736) 42,380 (9,947) ( 202,154) ( 582,415) ( 506,150) 308,600 ( 2,073,002) ( 735,301) ( 158,741) 169,519 ( 104,803) 165,560 825 ( 629,667) 413,869 253,091 ( 10,914) ( 182,031) 1,727 1,751,257 ( 59,888) 1,379,685 59,888 7,587,319 4,969,506 4,605,341 ( 309,594) ( 45,161) (12,588,205) ( 215,066) ( 126,233) (4,616,689) ( 140,674) ( 27,036) ( 4,249,221) 7,078,164 1,946,814 10,636,835 - - 50,000 ( 2,306,125) ( 3,011,174) 2,711,233 594 ( 4,495,000) ( 2,825,687) - 47,749 151,407 ( 28,890) - ( 1,776,975) ( 497,656) (8,548) - - 867 ( 1,059,277) 5,000 - - - ( 891,131) Net Cash (Used in) Financing Activities ( 4,432,396) ( 1,564,020) ( 5,381,131) Net Increase In Cash Cash at Beginning of Year 848,798 394,312 1,935,443 3,536,542 3,142,230 1,206,787 Cash and Cash Equivalents at End of Year $ 4,385,340 $ 3,536,542 $ 3,142,230 Supplemental Disclosures of Cash Flow Information: Cash paid during the year for: Interest $ 10,003 Income taxes 2,256,400 $ 19,912 3,297,371 $ 31,466 3,382,450 Supplemental Disclosure of Non-Cash Information: Dividends declared and accrued Retirement of 272,904, 88,891 and 192,849 shares of Treasury stock See Notes to Consolidated Financial Statements. $ 490,970 $ 575,560 $ 483,426 2,825,687 169,208 209,035 -7- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS CCA Industries, Inc. (“CCA”) was incorporated in the State of Delaware on March 25, 1983. CCA manufactures and distributes health and beauty aid products. CCA has several wholly-owned subsidiaries, CCA Cosmetics, Inc., CCA Labs, Inc., Berdell, Inc., Nutra Care Corporation, and CCA Online Industries, Inc., all of which are currently inactive. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation: The consolidated financial statements include the accounts of CCA and its wholly- owned subsidiaries (collectively the “Company”). All significant inter-company accounts and transactions have been eliminated. Estimates and Assumptions: The consolidated financial statements include the use of estimates, which management believes are reasonable. The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. Other Comprehensive Income: Total comprehensive income includes changes in equity that are excluded from the consolidated statements of operations and are recorded directly into a separate section of consolidated statements of comprehensive income. The Company’s accumulated other comprehensive income shown on the consolidated balance sheet consist of unrealized gains and losses on investment holdings. Short-Term Investments and Marketable Securities: Short-term investments and marketable securities consist of corporate and government bonds and equity securities. The Company has classified its investments as Available- for-Sale securities. Accordingly, such investments are reported at fair market value, with the resultant unrealized gains and losses reported as a separate component of shareholders' equity. Accounts Receivable Accounts receivable consist of trade receivables recorded at original invoice amount, less an estimated allowance for uncollectible amounts. The accounts receivable balance is further reduced by allowances for coop advertising and reserves for returns which are anticipated to be taken as credits against the balances as of November 30th. The allowances and reserves which are anticipated to be deducted from future invoices are included in accrued liabilities. Trade credit is generally extended on a short term basis; thus trade receivables do not bear interest, although a finance charge may be applied to receivables that are past due. Trade receivables are periodically evaluated for collectibility based on past credit history with customers and their current financial condition. Changes in the estimate collectibility of trade receivables are recorded in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the allowance for uncollectible accounts. The Company generally does not require collateral for trade receivables. -8- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Statements of Cash Flows Disclosure: For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of less than three months to be cash equivalents. During fiscal 2004, five officers/shareholders exercised in the aggregate 138,000 options (140,760 as adjusted for the 2% stock dividend) in exchange for 8,758 shares (8,933as adjusted for the 2% stock dividend) of previously issued common stock. During fiscal 2005, three officers/shareholders exercised in the aggregate 139,000 options, David Edell with 65,000, Ira Berman with 59,000 and Stanley Kreitman with 15,000. In addition, 5,000 options were exercised by Aimee Boutcher. During fiscal 2006, four officers/directors exercised in the aggregate 95,500 options, David Edell with 22,500, Ira Berman with 28,000, Dunnan Edell with 20,000 and Jack Pollack with 25,000. In addition, the Company purchased and retired an aggregate of 225,000 shares of common stock from three officers/directors, David Edell-100,000, Ira Berman-100,000 and Drew Edell-25,000. The purchase price was $10.50 per share discounted from $10.82 per share, the closing price at the close of business on the transaction date. The Company purchased 9,392 shares from Stanley Kreitman, a director, and 15,000 shares from Rami Abada, a former director, for $10.50 per share discounted from $10.70 per share, the closing price at the close of business on the transaction date. For the year ended November 30, 2006, dividends declared but not yet due amounted to $490,970. Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market. Product returns are recorded in inventory when they are received at the lower of their original cost or market, as appropriate. Obsolete inventory is written off and its value is removed from inventory at the time its obsolescence is determined. Property and Equipment and Depreciation and Amortization Property and equipment are stated at cost. The Company charges to expense repairs and maintenance items, while major improvements and betterments are capitalized. When the Company sells or otherwise disposes of property and equipment items, the cost and related accumulated depreciation are removed from the respective accounts and any gain or loss is included in earnings. Depreciation and amortization are provided on the straight-line method over the following estimated useful lives or lease terms of the assets: Machinery and equipment Furniture and fixtures Tools, dies and masters Transportation equipment Leasehold improvements Intangible Assets: 5-7 Years 3-10 Years 3 Years 5 Years Remaining life of the lease (ranging from 1-9 years) Intangible assets are stated at cost. Patents are amortized on the straight-line method over a period of 17 years. Such intangible assets are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Financial Instruments: The carrying value of assets and liabilities considered financial instruments approximate their respective fair value. -9- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes: Income tax expense includes federal and state taxes currently payable and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. Tax Credits: Tax credits, when present, are accounted for using the flow-through method as a reduction of income taxes in the years utilized. Earnings Per Common Share: The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share” in 1998. Basic earnings per share is calculated using the average number of shares of common stock outstanding during the year. Diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding stock options using the “treasury stock method” and convertible debentures using the “if-converted” method. Common stock equivalents consist of stock options. Revenue Recognition: The Company recognizes sales upon shipment of merchandise. Net sales comprise gross revenues less expected returns, trade discounts, customer allowances and various sales incentives. Although no legal right of return exists between the customer and the Company, it is an industry-wide practice to accept returns from customers. The Company, therefore, records a reserve for returns equal to its gross profit on its historical percentage of returns on its last five months sales. Those returns which are anticipated to be taken as credits against the balances as of November 30th are offset against the accounts receivable. The reserves which are anticipated to be deducted from future invoices are included in accrued liabilities. Sales Incentives In accordance with EITF 00-14, the Company has accounted for certain sales incentives offered to customers by charging them directly to sales as opposed to “advertising and promotional” expense. Had EITF 00-14 not been adopted, net sales for the years ended November 2006, 2005 and 2004 would have been $65,352,334, $65,352,334, and $62,673,158 respectively. In the fourth quarter of 2006, the Company reclassified certain promotional expenses from sales expense to a charge against sales for fiscal 2006. For comparison purposes, those same expenses were reclassified for fiscal years 2004 and 2005. None of these changes affect net income reported for the interim periods or fiscal years ended November 30, 2004, 2005 and 2006. -10- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Advertising Costs: The Company’s policy is to charge advertising costs to expense as incurred. During fiscal 2005, the Company changed its estimate of future benefits it derives from advertising expenditures and the effect it has on its allocation among the interim quarters. Effective June 1, 2005, the Company expensed its advertising based on when the advertising ran. The change in estimate affected interim reporting in fiscal 2005 and had no effect on the Company’s year-end earnings for fiscal 2005. Shipping Costs: The Company’s policy for fiscal financial reporting is to charge shipping cost to operations as incurred. For the years ended November 30, 2006, 2005 and 2004, included in selling, general and administrative expenses are shipping costs amounting to $2,542,685, $3,601,322, and $2,813,479, respectively. Stock Options: In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Accounting for Share-Based Compensation” which is a revision of SFAS No. 123. Effective for annual or interim periods beginning after December 15, 2005, SFAS No. 123R requires stock grants to employees to be recognized in the income statement based on their fair values. The adoption of SFAS No. 123R did not have any impact on the Company’s financial position, results of operations or cash flow. Reclassifications Certain prior years amounts have been reclassified to conform with the current years presentation. Recent Accounting Pronouncements In June 2006, the Financial Accounting Standards Board (“FASB”) issue FASB Interpretation No. 48 (“FIN No. 48”) “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB No. 109”. FIN No. No. 48 established a recognition threshold and measurement for income tax positions recognizes in an enterprise’s financial statements in accordance with FASB No. 109, “Accounting for Income Taxes”. FIN No. 48 also prescribes a two-step evaluation process for tax positions. The first step is recognition and the second is measurement. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. Accordingly, the Company plans to adopt FIN No. 48 on December 1, 2007. The Company has not determined the impact if any, on the adoption of FIN No. 48. In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, established a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods in those fiscal years. The Company has not determined the impact, if any, of the adoption of SFAS No. 157. In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of SFAS Statements Nos. 87, 88,106 and 132R. SFAS No. 158, requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position , measure a plan’s assets and obligations as of the end of the employer’s fiscal year-end and recognize changes in the funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 is effective as of the end of the fiscal year ending after December 15, 2007. Since the Company does not have a defined benefit plan, the adoption will not have an impact on the Company’s financial statements. -11- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recent Accounting Pronouncements (Continued) In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB 108”) which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB 108 is effective for the first fiscal year ending after November 15, 2006 which will be the fiscal year ending November 30, 2006. The adoption of this statement had no material impact on the Company’s financial position or results of operations. NOTE 3 - INVENTORIES At November 30, 2006 and 2005, inventories consist of the following: Raw materials Finished goods 2006 2005 $3,822,073 2,527,940 $6,350,013 $3,946,164 2,607,986 $6,554,150 At November 30, 2006and 2005, the Company had a reserve for obsolete inventory of $777,715 and $854,764, respectively. NOTE 4 - PROPERTY AND EQUIPMENT At November 30, 2006 and 2005, property and equipment consisted of the following: 2006 2005 Machinery and equipment Office furniture and equipment Transportation equipment Tools, dies, and masters Capitalized lease obligations Leasehold improvements $ 125,788 825,928 10,918 426,470 300,402 1,851,724 $ 125,788 793,937 10,918 548,846 294,067 1,773,556 162,218 - Less: Accumulated depreciation and amortization 1,290,090 1,306,318 Property and Equipment - Net $ 561,634 $ 467,238 Depreciation expense for the years ended November 30, 2006, 2005 and 2004 amounted to $215,197, $317,573, and $299,451, respectively. - 12 - CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 - INTANGIBLE ASSETS Intangible assets consist of owned trademarks and patents for ten product lines covering thirty countries. The cost and accumulated amortization for November 30, 2006 and 2005 is as follows: 2006 2005 Trademarks and patents Less: Accumulated amortization Intangible Assets - Net $650,274 146,679 $503,595 $741,427 158,250 $583,177 Patents are amortized on a straight-line basis over their legal life of 17 years and trademarks are adjusted to realizable value for each quarterly reporting period. During 2006, $112,901 ($23,413 of accumulated amortization) of intangibles were deemed to be impaired and written off. Amortization expense for the years ended November 30, 2006, 2005 and 2004 amounted to $11,843, $54,085, and $48,200, respectively. Estimated amortization expense for November 30, 2007, 2008, 2009, 2010 and 2011 will be $21,871, $21,095, $18,136, $13,463 and $12,769, respectively. NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES Short-term investments and marketable securities, which consist of stock and various corporate and government obligations, are stated at market value. The Company has classified its investments as Available-for-Sale securities and considers as current assets those investments which will mature or are likely to be sold in the next fiscal year. The remaining investments are considered non-current assets. The cost and market values of the investments at November 30, 2006 and November 30, 2005 were as follows: November 30, 2006 November 30, 2005___________ Current: COST MARKET COST MARKET Corporate obligations Government obligations (including mortgage backed securities) Common stock Mutual funds Other equity $ 4,725,545 $ 4,712,154 $ 4,169,918 $ 4,080,882 6,519,395 51,649 208,955 64,881 6,536,115 56,508 148,464 63,108 2,732,192 51,649 198,305 60,335 2,726,444 52,368 136,191 54,141 Total 11,570,425 11,516,349 7,212,399 7,050,026 Non-Current: Corporate obligations Government obli- gations Preferred stock Other equity investments Total Total 1,591,292 1,571,928 3,040,192 2,926,098 1,630,576 824,845 1,583,524 818,204 2,526,319 824,845 2,456,724 792,568 100,000 100,000 100,000 100,000 4,146,713 4,073,656 6,491,356 6,275,390 $15,717,138 $15,590,005 $13,703,755 $13,325,416 -13- NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED) CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The market value at November 30, 2006 was $15,590,005 as compared to $13,325,416 at November 30, 2005. The gross unrealized gains and losses were $47,504 and ($174,637) for November 30, 2006 and $13,577 and ($391,896) for November 30, 2005. The cost and market values of the investments at November 30, 2006 were as follows: COL. A COL. C COL. B COL.D Number of Units-Principal Amount of Bonds and Interest Rate Notes Each Issue Cost of Market Of Equity Security Issues and Each Value of Each Issue Other Security at Balance Issue Carried in Balance Sheet Sheet Date COL.E Amount at Which Each Portfolio Name of Issuer and Title of Each Issue Maturity Date CORPORATE OBLIGATIONS: Alcoa American Express Co American General Fin Corp Banc One Global Notes Banc One Global Notes Bank of America Corp Bank of America Corp Bear Sterns Berkshire Hathaway BP Capital Markets Caterpillar Fin Service Corp Chevron Texaco Capital Co Citigroup Global Markets Citigroup Global Markets Citigroup Global Markets GE Capital Corp Medium GE Capital Internotes GE Capital Internotes General Electric Capital Corp Glaxosmithkline CAP PLC GMAC Smartnotes GMAC Smartnotes Goldman Sachs Group HSBC Financial Corp John Deere Capital Corp John Hancock Life Ins Lehman Brothers 8/15/07 11/20/07 11/15/07 9/01/07 6/30/08 1/15/08 8/15/08 2/15/07 7/02/07 12/29/06 6/15/07 9/17/07 12/20/07 3/15/07 3/15/07 1/15/07 2/15/07 3/15/07 8/15/07 4/16/07 12/15/06 9/15/07 1/15/08 10/15/07 8/22/07 3/15/07 1/22/08 4.250 3.750 4.500 4.125 2.625 3.875 3.250 2.650 3.400 2.750 4.875 3.500 4.200 2.350 3.750 2.800 2.500 2.350 3.500 2.375 3.400 3.750 4.125 5.050 4.500 2.350 4.000 300,000 100,000 200,000 200,000 125,000 250,000 200,000 100,000 250,000 300,000 100,000 200,000 200,000 150,000 150,000 300,000 200,000 250,000 200,000 200,000 200,000 200,000 200,000 250,000 150,000 150,000 200,000 298,311 99,858 198,530 199,172 124,363 249,560 199,630 100,000 247,338 297,110 99,970 197,384 199,442 150,000 150,000 296,728 200,000 250,000 197,354 198,894 200,000 200,000 199,196 250,000 149,250 150,000 196,950 296,998 98,629 198,830 197,880 120,281 246,333 194,300 99,411 247,490 299,478 99,734 197,486 197,948 148,643 149,205 298,075 198,806 247,723 197,786 197,754 199,900 195,460 197,906 249,715 149,136 148,698 197,404 296,998 98,629 198,830 197,880 120,281 246,333 194,300 99,411 247,490 299,478 99,734 197,486 197,948 148,643 149,205 298,075 198,806 247,723 197,786 197,754 199,900 197,460 197,906 249,715 149,136 148,698 197,404 -14- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED) COL. A COL. B COL. C COL.D Name of Issuer and Title of Each Issue Maturity Date CORPORATE OBLIGATIONS (Continued): Number of Units-Principal Amount of Bonds and Interest Rate Notes Each Issue Cost of COL.E Amount at Which Each Portfolio Market Of Equity Security Issues and Each Value of Each Issue Other Security at Balance Issue Carried in Balance Sheet Sheet Date Merrill Lynch & Co United Healthcare Notes Walmart Washington Mutual Wells Fargo & Co 11/15/07 1/30/08 7/12/07 1/15/08 8/25/08 4.000 3.300 4.375 4.375 3.120 400,000 75,000 200,000 250,000 100,000 $ 396,994 74,890 198,652 248,103 99,158 $ 395,044 73,324 199,172 247,703 96,730 $ 395,044 73,324 199,172 247,703 96,730 6,316,837 6,284,082 6,284,082 -15- NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED) CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS COL. A COL. B COL. C COL. D COL. E Each Portfolio Amount at Which Number of Market Of Equity Security Units-Principal Value of Issues and Each Amount of Each Issue at Balance Sheet Date Other Security Issue Carried in Balance Sheet Name of Issuer and Maturity Interest Bonds and Cost of Title of Each Issue Notes Each Issue Rate Date GOVERNMENT OBLIGATIONS: CA Infrastructure & Dev NJ Turnpike Authority Tennessee Valley US T Bill US T Bill US T Note US T Note US T Bill US T Note US T Bill US T Bill US T Bill US T Bill US T Bill US T Note US T Note US T Note US T Note US T Note US T Note US T Note US T Note US T Note US T Note US T Note Federal Natl Mtg Assn Federal Natl Mtg Assn US T Note FNMA Federal Home Loan Bank Federal Home Loan Bank 10/01/20 1/01/30 5/01/29 12/21/06 2/15/07 8/15/07 5/15/07 12/21/06 1/04/07 1/18/07 2/22/07 2/28/07 3/22/07 4/30/07 5/15/07 5/15/07 5/15/07 5/15/07 5/31/07 5/31/07 6/30/07 6/30/07 6/30/07 6/30/07 6/30/07 7/15/07 7/15/07 8/31/07 9/24/07 10/03/07 10/19/07 Variable 1.05 6.50 4.76 4.86 6.13 3.13 0 0 0 0 3.38 0 3.63 4.38 4.38 4.38 4.38 3.50 3.50 3.50 3.63 3.63 3.63 3.63 3.63 4.25 4.25 4.00 3.00 5.25 300,000 150,000 4,700 298,000 450,000 410,000 200,000 350,000 220,000 200,000 250,000 200,000 350,000 250,000 250,000 100,000 250,000 100,000 200,000 200,000 250,000 100,000 250,000 150,000 200,000 100,000 100,000 250,000 200,000 200,000 200,000 $ 300,000 150,000 122,820 290,993 444,851 413,493 199,465 345,800 214,399 197,563 243,772 197,792 341,354 248,512 248,996 99,598 249,446 99,851 197,259 198,719 247,680 99,072 247,973 148,784 199,757 99,462 99,600 249,258 200,000 200,000 198,178 $ 300,000 150,000 115,150 297,145 445,347 413,186 198,296 348,996 218,977 198,712 247,170 199,180 344,712 248,623 249,288 99,715 249,288 99,715 199,490 198,546 248,038 99,215 248,038 148,823 198,430 99,438 99,438 248,233 196,688 200,250 198,376 $ 300,000 150,000 115,150 297,145 445,347 413,186 198,296 348,996 218,977 198,712 247,170 199,180 344,712 248,623 249,288 99,715 249,288 99,715 199,490 198,546 248,038 99,215 248,038 148,823 198,43 99,438 99,438 248,233 196,688 200,250 198,376 US T Note US T Note FNMA 11/15/07 11/15/07 12/10/07 4.13 3.00 3.00 250,000 50,000 150,000 248,109 49,669 150,000 245,635 49,127 148,454 245,635 49,127 148,454 -16- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED) COL. A Name of Issuer and Maturity Interest Bonds and Cost of Title of Each Issue Date Rate Notes Each Issue Sheet Date Balance Sheet COL. B COL. C COL. D COL. E Each Portfolio Amount at Which Number of Market Of Equity Security Units-Principal Value of Issues and Each Amount of Each Issue at Balance Other Security Issue Carried in Federal Home Loan Bank FHLMC FHLMC Tennessee Valley Tennessee Valley 7/24/08 11/15/09 11/15/17 5/01/29 5/01/29 2.13 3.25 4.50 6.50 6.50 100,000 250,000 200,000 4,000 9,300 $ 100,000 250,000 200,000 106,688 98,000 98,000 227,850 $ 99,188 247,070 197,812 $ 99,188 247,070 197,812 227,850 251,068 EQUITY: Preferred Stock: General Electric Cap Corp MetLife Floater ABN AMRO Cap Fund JP Morgan Chase Cap IX Morgan Stanley Cap Tr Wells Fargo Cap Tr VIII 8,149,971 8,119,639 8,119,639 11/15/32 6/15/10 07/03/08 06/15/33 07/15/33 08/01/33 6.10% 4.00% 5.900% 5.875% 5.750% 5.625% 8,800 8,000 2,000 2,000 4,000 8,000 224,845 200,000 50,000 50,000 100,000 200,000 221,144 209,200 49,320 48,540 95,200 194,800 221,144 209,200 49,320 48,540 95,250 194,800 824,845 818,204 818,204 -17- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED) COL. A Name of Issuer and Maturity Interest Bonds and Cost of Title of Each Issue Date Rate COL. B COL. C COL. D COL. E Each Portfolio Amount at Which Number of Market Of Equity Security Units-Principal Value of Issues and Each Amount of Each Issue at Balance Notes Each Issue Sheet Date Other Security Issue Carried in Balance Sheet Common Stock: DTE Energy Company Mutual Funds: Dreyfus Premier Ltd High Income Other Equity Investments: Aberdeen Asia Pacific Fund PIMCO Floating Rate Strategy 1,200 $ 51,649 $ 56,508 $ 56,508 16,296.314 208,955 148,464 148,464 4 2,900 100,000 64,881 100,000 63,108 100,000 63,108 Totals $15,717,138 $15,590,005 $15,590,005 -18- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED) During the years ended November 30, 2006, 2005 and 2004, available-for-sale securities were liquidated and proceeds amounting to $10,636,835 $1,946,814, and $7,078,164 were received, with resultant realized gains/(losses) totaling $62,012, $0, and $143,736, respectively. Cost of available-for-sale securities includes unamortized premium or discount. NOTE 7 - NOTES PAYABLE AND SUBORDINATED DEBENTURES The Company has an available line of credit of $25,000,000.. Interest is calculated at the Company’s option, either on the outstanding balance at the prime rate minus 1% or Libor plus 150 basis points at the Company’s option. The line of credit is unsecured as of November 30, 2006 and must adhere to certain financial covenants pertaining to net worth and debt coverage. The Company was not utilizing their available credit line at November 30, 2006 and 2005. The Company has extended the line of credit through August 31, 2007. On August 1, 2000, the Company repurchased (pursuant to a tender offer) 278,328 shares of its outstanding common stock by issuing subordinated debentures equal to $2 per share, which accrued interest at 6% and have matured on August 1, 2005. The interest was paid semi-annually. The debentures and any accrued interest were paid in 2005 fully satisfied the Company’s obligations. NOTE 8 - INCOME TAXES CCA and its subsidiaries file a consolidated federal income tax return. The Company’s 2004 returns have been examined by the Internal Revenue Service. At November 30, 2006 and 2005, respectively, the Company has temporary differences arising from the following: November 30, 2006___________ Type Amount Depreciation Reserve for bad debts Reserve for returns Reserve for obsolete inventory Vacation accrual Charitable contributions Section 263A costs Net deferred income tax Deferred Tax Classified As Short- Term Long- Term $ 62,361 $24,940 $ - 74,298 185,779 74,298 177,336 177,336 443,418 Asset (Liability) $ 24,940 - - 777,715 344,031 1,047,761 153,000 311,031 137,588 419,030 61,189 311,031 137,588 419,030 61,189 - - $1,205,412 $1,180,472 $ 24,940 -19- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - INCOME TAXES (Continued) November 30, 2005___________ Deferred Tax Classified As Short- Term Long- Term Asset (Liability) $ - $23,419 Type Amount $ 62,631 260,366 678,346 Depreciation Reserve for bad debts Reserve for returns Reserve for obsolete inventory 319,611 Vacation accrual 337,181 126,080 126,080 Section 263A costs 22,435 - Charitable contributions $ 23,419 97,172 253,650 22,435 - 97,172 253,650 60,000 - 854,764 319,611 - - - - - Net deferred income tax $842,367 $818,948 $23,419 Income tax expense (benefit) is made up of the following components: November 30, 2006 State & Federal Local Total Current tax expense Tax credits - - - Deferred tax expense(benefit) ( 331,944) $2,560,334 (97,504) $752,060 $2,892,278 $849,564 (429,448) $3,312,394 $3,741,842 November 30, 2005 State & Federal Local Total Current tax expense Tax credits Deferred tax expense $2,563,858 ( 40,000) ( 103,222) $2,420,636 $910,086 $3,473,944 ( 30,000) ( 70,000) 21,304 $901,390 ( 81,918) $3,322,026 -20- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - INCOME TAXES (Continued) November 30, 2004 Current tax expense Tax credits Deferred tax expense Federal $2,494,109 ( 40,000) 282,855 $2,736,964 State & Local Total $768,251 72,401 $840,652 $3,262,360 - ( 40,000) 355,256 $3,577,616 Prepaid income taxes and refund due are made up of the following components: Federal State & Local Total November 30, 2005 $ 50,653 $114,907 $165,560 November 30, 2004 $315,670 $102,981 $418,651 Income taxes payable are made up of the following components: Federal State & Local Total November 30, 2006 $182,404 $231,465 $ 413,869 November 30, 2005 $ - $ - $ - November 30, 2004 $ - $59,888 $59,888 -21- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - INCOME TAXES (Continued) A reconciliation of income tax expense (benefit) computed at the statutory rate to income tax expense at the effective rate for each of the three years ended November 30, 2006 is as follows: 2006 Percent Of Pretax Amount Percent of Pretax Income Amount Income Percent of Pretax Income Amount 2005 2004 . Income tax expense (benefit) at federal statutory rate Increases (decreases) in taxes resulting from: State income taxes, net of federal $3,031,659 34.00% $2,416,559 34.00% $3,187,255 34.00% income tax benefit 560,712 6.29 594,911 8.40 554,830 5.92 Non-deductible expenses and other adjustments (279,977) (3.14) 380,556 5.47 ( 124,469) ( 1.32 ) Utilization of tax credits - - ( 70,000) ( 1.13 ) ( 40,000) ( 0.43 ) Income tax expense (benefit) at effective rate $3,312,394 37.15% $3,322,026 46.74% $3,244,767 38.17% -22- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - STOCK-BASED COMPENSATION On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123R, “Share- Based Payment” (“SFAS No. 123R”) which requires an entity to recognize the grant-date fair value of stock options and other equity-based compensation issued to employees in the financial statements. Accordingly, the Company applied the provisions of SFAS No. 123R to all awards granted subsequent to December 31, 2005 and will apply the provisions to the extent that these awards are subsequently modified, repurchased or cancelled. Prior to January 1, 2006, the Company accounted for stock based compensation plans under the intrinsic value method of accounting as defined by Accounting Principles Board Opinion No. 25, “Accounting for Stock- Based Compensation”, as amended. Under Opinion No. 25, no compensation expense was recognized for employee share option grants because the exercise price of the options granted equaled the market price of the underlying shares on the date of grant. SFAS No. 123, required that the Company provide pro forma information regarding net earnings as if compensation cost for the Company’s stock-based awards had been determined in accordance with the fair value prescribed therein. There were no share-based awards granted or vested subsequent to December 31, 2005 and therefore there was no share-based compensation to recognize. The following table illustrated the effect on net earning if the Company had applied the fair value recognition of SFAS No. 123R to stock-based employee compensation. Net income Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards net of related tax effects Twelve months ended November 30, 2006 2005 $5,797,272 $3,785,502 - - Pro forma net earnings $5,797,272 $3,785,502  -23- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - STOCK-BASED COMPENSATION (Continued) The following summarizes stock option activity for the two years ended November 30, 2006. Weighted Average exercise price of Weighted Average Shares Outstanding Options Remaining Life Number of Intrinsic Value 0 0 0 0 0 0 Outstanding November 30, 2004 Granted Exercised Forfeited (144,000) 429,500 $3.30 4.10 Outstanding November 30, 2005 285,500 $4.70 3.20 Granted 0 Exercised Forfeited (95,500) ( 9,000) Outstanding November 30, 2006 181,000 $ .50 $7.50 $5.88 1.83 -24- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - ACCRUED EXPENSES AND OTHER ACCOUNTS PAYABLE The following items which exceeded 5% of total current liabilities are included in accounts payable and accrued liabilities as of: Coop advertising Accrued returns Accrued bonuses November 30, 2006 2005 (In Thousands) $ 1,356 1,011 777 $3,144 $ 1,372 1,489 784 $3,645 All other liabilities were for trade payables or individually did not exceed 5% of total current liabilities. NOTE 11 - OTHER INCOME Other income was comprised of the following: November 30, 2006 2005 2004 Interest income Dividend income Realized gain (loss) on sale of Securities 49,280 - 143,736 138,313 Royalty income 50,000 Sale of trademark $442,936 44,756 $417,537 32,182 $582,149 43,820 109,274 108,249 - 30,455 13,916 14,305 $797,803 $572,909 $850,196 - Miscellaneous -25- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - COMMITMENTS AND CONTINGENCIES Leases The Company currently occupies approximately 58,625 square feet of space used for warehousing and corporate offices. The annual rental for this space is $327,684, with an annual CPI increase of 3%, but shall not cumulatively exceed 15% in any consecutive five year period. The lease requires the Company to pay for additional expenses “Expense Rent” (Common Area Maintenance “CAM”), which includes real estate taxes, common area expense, utility expense, repair and maintenance expense and insurance expense, which was $164,880 for the current year. The lease expires on May 31, 2012 with a renewal option for an additional five years. The Company entered into an additional lease on May 1, 2005 for warehouse space at 300-1(D), Route 17, Lodi, New Jersey for the 12 month period ending April 30, 2006. The lease comprises 13,000 square feet for warehousing. The year end net rental expense including CAM was $135,860. The Company has extended the lease for an additional one year period ending April 30, 2008. Rent expense for the years ended November 30, 2006, 2005 and 2004 was $605,893, $597,530, and $449,376, respectively. In addition, the Company has entered into various property and equipment operating leases with expiration dates ranging through November 2011. Future commitments under non cancelable operating lease agreements having a remaining term in excess of one year for each of the next five (5) years and in the aggregate are as follows: Year Ending November 30, 2007 2008 2009 2010 2011 Royalty Agreements $771,743 651,179 554,140 511,041 492,684 In 1986, the Company entered into a license agreement with Alleghany Pharmacal Corporation (the “Alleghany Pharmacal License”). This license required the Company to pay 6% royalty on net sales but no less than $360,000 per annum to maintain its license. The Company has expanded the lines licensed from Alleghany and pays only 1% royalty on various new products created by the Company. The Alleghany Pharmacal License agreement provided that when, in the aggregate, $9,000,000 in royalties have been paid thereunder, the royalty rate for those products originally “charged” at 6% will be reduced to 1%. The Company paid an aggregate of $9,000,000 in royalties to Alleghany in April 2003. Commencing May 1, 2004, the license royalty was reduced to 1%. The products subject to the Alleghany Pharmacal License accounted for $ 9,062,416 or 14.3% of total net sales in the fiscal year ended November 30, 2006. -26- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued) Royalty Agreements (Continued) In May of 1998, the Company entered into a License Agreement with Solar Sense, Inc. for the marketing of sun care products under trademark names. The Company’s License Agreement with Solar Sense, Inc. is for the exclusive use of the trademark names “Solar Sense” and “Kids Sense”, in connection with the commercial exploitation of sun care products. The Company is required to pay a royalty on net sales of the licensed products; with minimum per-annum royalties of $30,000. The Company paid out the minimum $30,000 for 2005, but has revised the contract omitting that minimum for the future. The Company realized $801,178 in net sales of sun-care products in 2006. In October of 1999, the Company entered into a License Agreement with The Nail Consultants, Ltd. for the use of an activator invented in connection with a method for applying a protective covering to fingernails. The Company’s License Agreement with The Nail Consultants, Ltd. is for the exclusive use of the method and its composition in a new product kit packaged and marketed by CCA under its own name, “Nutra Nail Power Gel”. The Company will pay a royalty of 5% of net sales of all licensed product sold by the Company. Net sales for products subject to the Nail Consultants, Ltd. License were $1,347,491 in fiscal 2006. On May 18, 2004, the Company entered into a license agreement with Tea-Guard, Inc. to manufacture and distribute Mega-T Green Tea chewing gum and Mega-T Green Tea mints. The license agreement requires the Company to pay a minimum royalty in order to maintain its exclusivity for the sale of the products and to continue marketing the products so long as the minimum requirements are met and until royalties have aggregated to $10,000,000. The Company is required to pay a royalty of net sales payable quarterly. In fiscal 2006, the net sales were $1,235,806. On February 26, 2004, the Company entered into an agreement with Dr. Stephen Hsu. PhD. to create green tea skin care products. Dr. Hsu will be entitled to a commission on the net factory sales of all of the Company’s products using the green tea serum created exclusively for the Company. The net sales for products subject to a commission under the agreement was $1,516,127 in 2006. On July 14, 2004, the Company entered into a license agreement with Denise Austin. The license agreement requires the Company to pay a minimum royalty in order to maintain the exclusive use of the name, “Denise Austin” to manufacture and sell a special line of skin care and cosmetic products. The license agreement was not renewed and expired on July 13, 2006. -27- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued) Royalty Agreements (Continued) The Company is not party to any other license agreement that is currently material to its operations. Total royalty costs by licensor for each fiscal year is as follows: Summary Licensor A B C D E F G H I J K 2006 2005 2004 $ 45,116 $ 91,968 99,166 109,035 23,616 (3,497) 8,369 (910) 1,829 4,424 69,714 $ 43,367 92,630 11,892 (88) 3,237 1,054 0 74,148 81,363 (60,402) 116,870 91,870 37,939 116,916 96,975 6,815 0 186 68,935 86,611 0 0 -28- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued) Employment Contracts The Company has executed Employment Contracts with its Chief Executive Officer and its Chairman of the Board. The contracts for both are exactly the same. The contracts expire on December 31, 2010. The contracts provide for a base salary which commenced in 1994 in the amount of $300,000, with a year-to-year CPI or 6% plus 2.5% of the Company’s pre-tax income less depreciation and amortization (EBITDA), plus 20% of the base salary for the fiscal year. The “2.5% measure” in the bonus provision of the two contracts was amended on November 3, 1998 so as to calculate it against earnings before income taxes, less depreciation, amortization and expenditures for media and cooperative advertising in excess of $8,000,000. On May 24, 2001, the contract was amended increasing the base salary then in effect by $100,000 per annum. David Edell’s sons, Dunnan Edell and Drew Edell have five year employment contracts in the amounts of $270,000 and $200,000 respectively, which expire on November 2007. On February 10, 2006, the Board of Directors extended the contracts for Dunnan Edell and Drew Edell to December 31, 2010. Dunnan Edell is a director and President of the Company. Drew Edell is the Vice President of Product Development and Production. On July 1, 2003, Dunnan Edell’s salary was increased to $300,000, and on January 5, 2004 Drew Edell’s salary was increased to $225,000 and in 2005, it was increased to $250,000. Collective Bargaining Agreement On December 1, 2004, the Company signed a new collective bargaining agreement with Local 734, L.I.U. of N.A., AFL-CIO with similar provisions of the one that expired on November 30, 2004. Other than standard wage, holiday, vacation and sick day provisions, the agreement calls for CCA to provide certain medical and dental benefits and to contribute to the Local 734 Educational Fund $.01 per hour for each hour the employees are paid. The new collective bargaining agreement is in effect through January 1, 2008. This agreement pertains to 29% of the CCA labor force. Litigation The only material legal proceedings sets forth the fact that there were originally 13 cases filed in which the Company was named along with other defendants as a result of their purchasing and ingesting our diet suppressant containing phenylpropanolamine (PPA), which the Company utilized as its active ingredient in its products prior to November 2000. Eleven cases have been dismissed with prejudice. These cases cannot be legally reinstated. The one case in Philadelphia in which one of the defendants filed for bankruptcy has been delayed. The court is rendering a decision on our motion to dismiss. We agree with independent counsel that, as concluded under the decision in Seattle, unless a plaintiff ingested a product with PPA within three days of a stroke, there can be no causation to prove that a product caused the stroke. We feel that the case should be dismissed inasmuch as plaintiff at the deposition deposed that she took our product months before the stroke. -29- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued) Litigation (Continued) The remaining case in Louisiana is fully insured to the extent of $5,000,000. After reviewing the plaintiff’s medical records, it does not appear that there is ongoing significant medical problems that would cause a jury to render a substantial judgment. Counsel evidently in discussing the matter with Phoenix Insurance Company, has not made any substantial efforts to settle the case which we have been led to believe could be settled for under $250,000. We do not believe that any further litigations would be ensuing because the Statute of Limitations throughout the country provided that the case must be instituted within three to four years within the time frame in which a plaintiff had constructive notice of the product that proximately caused a stroke. The FDA put out a news release nationally in October 2000. However, there can be no assurance that the current PPA litigation will not have a material adverse effect upon the Company’s operations. On November 17, 2006, the Board of Directors of CCA received a letter from Kasowitz, Benson, Torres & Friedman LLP, who identified themselves as counsel for Costa Brava Partnership III, LP (“Costa Brava”), and its general partner, Roark, Roarden & Hamot Capital. The letter stated that Costa Brava is the largest holder of the Company’s common stock. Among other things, the letter claimed that the merger transaction proposed in the Letter of Intent, dated November 1, 2006, signed by the Company and Dubilier & Company, Inc., was discriminatory and unfair as it contemplated a premium to be paid to Class A share holders at a price more than 20% above the price to be paid to the Company’s common stock holders. Costa Brava asserted in the letter that it intended to oppose any transaction that failed to provide equal treatment to the common stock and Class A shares and that it would take all necessary steps to protect its rights. Dividends and Capital Transactions On January 11, 2005, the Board of Directors declared a $0.16 per share dividend for fiscal 2005, $0.08 payable to all shareholders of record May 1, 2005 payable on June 1, 2005 and $0.08 payable to all shareholders of record November 1, 2005 payable on December 1, 2005. On November 15, 2005 the Board of Directors declared a $0.05 per share dividend for the first quarter ending February 28, 2006. The dividend was paid on March 1, 2006 to all shareholders of record as of February 1, 2006. On March 14, 2006, the Board of Directors declared another $0.05 per share dividend for the second quarter ending May 31, 2006. The dividend was paid on June 1, 2006 to all shareholders of record as of May 31, 2006. On June 29, 2006, the Board of Directors declared a $0.07 per share dividend for the third quarter ending August 31, 2006. The dividend was paid to all shareholders of record as of August 1, 2006 and payable on September 1, 2006. On October 5, 2006 the Board of Directors declared a $0.07 per share dividend for the fourth quarter ending November 30, 2006. The dividend was paid to shareholders of record as of November 1, 2006 and payable on December 1, 2006. During fiscal 2006, three officer/directors and one director exercised in the aggregate 95,500 options, the officers/directors David Edell-22,500, Ira Berman-28,000, Dunnan Edell-20,000 and the director Jack Polak-25,000. In addition, the Company purchased and retired an aggregate of 225,000 shares of common stock from three officer/directors, David Edell100,000, Ira Berman-100,000 and Drew Edell-25,000. The purchase price was $10.50 per share discounted from $10.82 per share, the closing price at the close of business on the transaction date. The Company purchased 9,392 shares from Stanley Kreitman, a director, and 15,000 shares from Rami Abada, a former director, for $10.50 per share discounted from $10.70, the closing price at the close of business on the transaction date. -30- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 - 401 (K) PLAN The Company has adopted a 401(K) Profit Sharing Plan that covers all employees with over one year of service and attained Age 21. Employees may make salary reduction contributions up to twenty-five percent of compensation not to exceed the federal government limits. The Plan allows for the Company to make discretionary contributions. For the Fiscal years 2004 – 2006, the Company did not make any contributions. NOTE 14 - CONCENTRATION OF RISK Most of the Company’s products are sold to major drug and food chains merchandisers, and wholesale beauty-aids distributors throughout the United States and Canada. During the years ended November 30, 2006, 2005 and 2004, certain customers each accounted for more than 5% of the Company's net sales, as follows: Customer Walmart Walgreen McLanes CVS Rite Aid Albertsons Foreign Sales * under 5% 2006 2005 2004 34% 13 6 7 5 * 32% 10 12 8 5 * 34% 11 9 7 7 7 2.3% 1.98% 1.80% The loss of any one of these customers could have a material adverse affect on the Company’s earnings and financial position. -31-  CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14 - CONCENTRATION OF RISK (Continued) During the years November 30, 2006, 2005 and 2004, certain products within the Company’s product lines accounted for more than 10% of the Company’s net sales as follows: Product Dietary Supplement Skin Care Oral Care Nail Care 2006 31% 30 24 9 2005 2004 26% 37 24 8 10% 37 31 16 The Company maintains cash balances at several banks. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $100,000. In addition, the Company maintains accounts with several brokerage firms. The accounts contain cash and securities. Balances are insured up to $500,000 (with a limit of $100,000 for cash) by the Securities Investor Protection Corporation (SIPC). Each brokerage firm has substantial insurance beyond the $500,000 SIPC limit. - 32 -  CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 - SUBSEQUENT EVENTS On November 1, 2006 the Company entered into a letter of intent with Dubilier and Company relating to a proposed acquisition of the Company by Dubilier. A copy of the letter of intent was included as an exhibit to the Company’s 8K filed Report with the Securities and Exchange Commission on November 2, 2006. The Company and Dubilier have reached an agreement in principle on a transaction pursuant to which Dubilier will acquire all of the outstanding common stock and Class A common stock of the Company at a price per share of $12.25. The transaction is subject to, among other matters, the execution and delivery of a definitive merger agreement, approval of the transaction by CCA’s board of directors and shareholders, receipt of an opinion from an independent investment banking firm to the effect that the consideration to be paid by Dubilier is fair, from a financial point of view, to the public holders of the Company’s common stock, and Dubilier’s ability to obtain financing for the transaction On December 28, 2006, the Board of Directors declared a $0.07 per share dividend to all shareholders of record February 1, 2007 payable on March 1, 2007. Markets Edge Management LLC v. CCA Industries, Inc., et al., Docket No. L-677-07 (N.J. Super. Ct. Bergen Co., Chancery Div.). On January 25, 2007, a complaint was filed against the Company and its seven directors, as well as Dubilier & Company, Inc. ("Dubilier"). The action is brought by an alleged shareholder of the Company on behalf of a purported class of shareholders to enjoin the proposed acquisition of the shares of the Company by Dubilier, or in the alternative for monetary damages. The complaint alleges that the Agreement and related transactions, "provides for an unreasonable and unfair premium to be paid to CCA's Class A Stockholders -- all of which are CCA officers and directors -- over and above the price that the Common Stockholders will receive for their shares." The complaint alleges that the price to be paid for the shares of the Company is "grossly inadequate" and that the transaction unfairly provides for "lucrative non-compete agreements" paying millions of dollars to two officer-directors, and continuing employment contracts for two children of one of the officer-directors and "another Company insider." The complaint alleges that CCA and the director defendants have breached their fiduciary duties of care, loyalty, candor, good-faith, and independence owed to the shareholders of the Company. The Company has until March 20, 2007 to respond to the complaint and intends to defend the matter vigorously. On February 6, 2007 the Company entered into a License Agreement with Compwhite, LLC for certain oral care products. The License Agreement calls for a deposit of $300,000 into an escrow account, after which there is a forty-five due diligence period. The Company has the right to cancel the License Agreement at the end of the due diligence period. The agreement provides for a royalty payment of 5% of net sales for the products sold under the agreement. The Company has not completed its due diligence at this time, and therefore cannot ascertain as to whether it will be proceeding with the agreement. In the event that the Company does not proceed with the agreement, then the $300,000 deposit will be returned to the Company. - 33 - CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - EARNINGS PER SHARE Basic earnings per share is calculated using the average number of common shares outstanding. Diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding stock options using the “treasury stock method”. Net income available for common shareholders, basic and diluted Weighted average common stock outstanding- Basic Year Ended November 30, 2006 2005 2003* $5,604,251 $3,785,502 $5,796,663 7,034,276 7,145,297 7,399,472 Net effect of dilutive stock options 99,056 172,697 281,309 Weighted average common stock and common stock equivalents - Diluted Basic earnings per share Diluted earnings per share *Adjusted for 2% stock dividend 7,133,332 7,317,994 7,680,781 $.80 $.79 $.53 $.52 $.78 $.75 -34- SCHEDULE II CCA INDUSTRIES, INC. AND SUBSIDIARIES VALUATION ACCOUNTS YEARS ENDED NOVEMBER 30, 2006, 2005 AND 2004 COL. A COL. B COL. C COL. D COL. E Description Year Ended November 30, 2006: Allowance for doubtful accounts Reserve for returns and allowances Balance at Beginning Of Year Additions Charged To Costs and Expenses Balance At End Deductions Of Year $ 260,366 $ 678,348 $ 938,714 $185,779 $ (73,657) $ (930) $4,520,660 $(4,358,590) $840,418 $4,447,003 $(4,359,520) $1,026,197 Reserve of inventory obsolescence $ 854,764 $ 625,743 $ (702,792) $777,715 Year Ended November 30, 2005: Allowance for doubtful accounts Reserve for returns and allowances $ 111,078 $ 406,556 $ 517,634 $ 206,736 $ (57,448) $6,240,837 $(5,969,045) $6,447,573 $(6,026,493) $260,366 $678,348 $938,714 Reserve of inventory obsolescence $ 871,488 $ 265,032 $ (281,756) $854,764 Year Ended November 30, 2004: Allowance for doubtful accounts Reserve for returns and allowances $ 549,851 $ 345,872 $ 895,723 $(309,780) $ (128,993) $4,282,250 $(4,221,566) $3,972,470 $(4,350,559) $ 111,078 $406,556 $517,634 Reserve for inventory obsolescence $1,153,612 $ 78,345 $ 360,469 $ 871,488 -35- CERTIFICATION I, David Edell, Chief Executive Officer of the Registrant, certify that: 1. I have reviewed this annual report on Form 10-K of CCA Industries, Inc.; Exhibit 31.1 2. To the best of my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. To the best of my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report. 4. The Registrant’s other certifying officer, Stephen A. Heit, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relation to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to affect, the Registrant’s internal control over financial reporting; and 5. The Registrant’s other certifying officer, Stephen A. Heit, and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. Date: February 28, 2007 /s/-------------------------------------- David Edell Chief Executive Officer CERTIFICATION I, Stephen A. Heit, Chief Financial Officer of the Registrant, certify that: 1. I have reviewed this annual report on Form 10-K of CCA Industries, Inc.; Exhibit 31.2 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report. 4. The Registrant’s other certifying officer, David Edell, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relation to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to affect, the Registrant’s internal control over financial reporting; and 5. The Registrant’s other certifying officer, David Edell, and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a (b) significant role in the Registrant’s internal control over financial reporting. Date: February 28, 2007 /s/------------------------------ Stephen A. Heit Chief Financial Officer  Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of CCA Industries, Inc. (the “Registrant”) on Form 10-K for the annual period ended November 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Edell, Chief Executive Officer of the Registrant, certify, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report, to which this certification is attached, fully complies with the requirements of section 13(a) of the Securities Exchange Action of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: February 28, 2007 /s/ --------------------------------------------------- David Edell Chief Executive Officer Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of CCA Industries, Inc. (the “Registrant”) on Form 10-K for the annual period ended November 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen A. Heit, Chief Financial Officer of the Registrant, certify, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report, to which this certification is attached, fully complies with the requirements of section 13(a) of the Securities Exchange Action of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: February 28, 2007 /s/ --------------------------------------------------- Stephen A. Heit Chief Financial Officer 

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