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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

     
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 29, 2002

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________.

Commission File Number: 0-20322

STARBUCKS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

     
Washington
(State or Other Jurisdiction of
Incorporation or Organization)
  91-1325671
(IRS Employer
Identification No.)

2401 Utah Avenue South, Seattle, Washington 98134
(Address of principal executive offices)

(206) 447-1575
(Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

     
Yes x   No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):

     
Yes x   No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

         
Title   Shares Outstanding as of February 10, 2003

 
Common Stock, $0.001 par value     387,606,919  



 


TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF EARNINGS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Disclosure Controls and Procedures
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATION
CERTIFICATION
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

STARBUCKS CORPORATION

FORM 10-Q

For the Quarter Ended December 29, 2002

Table of Contents

         
        Page
    PART I. FINANCIAL INFORMATION    
Item 1   Financial Statements    
    Consolidated Statements of Earnings   1
    Consolidated Balance Sheets   2
    Consolidated Statements of Cash Flows   3
    Notes to Consolidated Financial Statements   4
    Management’s Discussion and Analysis of Financial Condition and Results of Operations   9
Item 3   Quantitative and Qualitative Disclosures About Market Risk   14
Item 4   Disclosure Controls and Procedure   14
    PART II. OTHER INFORMATION    
Item 1   Legal Proceedings   14
Item 6   Exhibits and Reports on Form 8-K   14
    Signatures   15
    Certifications   16

 


Table of Contents

PART I — FINANCIAL INFORMATION

Item 1.Financial Statements

STARBUCKS CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except earnings per share)

                     
        December 29,   December 30,
13 Weeks Ended   2002   2001

 
 
        (unaudited)
Net revenues:
               
 
Retail
  $ 849,486     $ 682,265  
 
Specialty
    154,040       123,070  
 
   
     
 
   
Total net revenues
    1,003,526       805,335  
Cost of sales and related occupancy costs
    419,161       337,029  
Store operating expenses
    322,976       260,490  
Other operating expenses
    38,121       30,325  
Depreciation and amortization expenses
    57,385       50,301  
General and administrative expenses
    51,649       41,129  
Income from equity investees
    8,211       6,585  
 
   
     
 
Operating income
    122,445       92,646  
Interest and other income, net
    4,496       2,493  
Gain on sale of investment
          13,361  
 
   
     
 
Earnings before income taxes
    126,941       108,500  
Income taxes
    46,968       40,145  
 
   
     
 
 
Net earnings
  $ 79,973     $ 68,355  
 
   
     
 
Net earnings per common share — basic
  $ 0.21     $ 0.18  
Net earnings per common share — diluted
  $ 0.20     $ 0.17  
Weighted average shares outstanding:
               
 
Basic
    388,652       380,807  
 
Diluted
    399,218       391,999  
 
   
     
 
 
See Notes to Consolidated Financial Statements.

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STARBUCKS CORPORATION
CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

                       
          December 29, 2002   September 29, 2002
         
 
ASSETS
  (unaudited)        
Current assets:
               
 
Cash and cash equivalents
  $ 251,461     $ 99,677  
 
Short-term investments — Available-for-sale securities
    191,134       217,302  
 
Short-term investments — Trading securities
    14,316       10,360  
 
Accounts receivable, net of allowances of $3,855 and $3,680, respectively
    111,249       97,573  
 
Inventories
    210,114       263,174  
 
Prepaid expenses and other current assets
    42,892       42,351  
 
Deferred income taxes, net
    47,876       42,206  
 
   
     
 
     
Total current assets
    869,042       772,643  
Equity and other investments
    107,575       105,986  
Property, plant and equipment, net
    1,303,892       1,265,756  
Other assets
    43,113       43,700  
Goodwill and other intangible assets
    30,330       29,756  
 
   
     
 
     
TOTAL ASSETS
  $ 2,353,952     $ 2,217,841  
 
   
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
 
Accounts payable
  $ 124,616     $ 135,994  
 
Accrued compensation and related costs
    109,556       105,899  
 
Accrued occupancy costs
    45,583       51,195  
 
Accrued taxes
    79,249       54,244  
 
Other accrued expenses
    79,863       72,289  
 
Deferred revenue
    91,731       42,264  
 
Current portion of long-term debt
    713       710  
 
   
     
 
     
Total current liabilities
    531,311       462,595  
Deferred income taxes, net
    25,611       22,496  
Long-term debt
    4,897       5,076  
Other long-term liabilities
    1,014       1,036  
Shareholders’ equity:
               
 
Common stock and additional paid-in capital — Authorized, 600,000,000; issued and outstanding, 387,990,147 and 388,228,592 shares, respectively, (includes 1,697,100 common stock units in both periods)
    877,167       891,040  
 
Other additional paid-in-capital
    39,393       39,393  
 
Retained earnings
    884,759       804,786  
 
Accumulated other comprehensive loss
    (10,200 )     (8,581 )
 
   
     
 
   
Total shareholders’ equity
    1,791,119       1,726,638  
 
   
     
 
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 2,353,952     $ 2,217,841  
 
   
     
 

See Notes to Consolidated Financial Statements.

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STARBUCKS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

                     
        December 29,   December 30,
13 Weeks Ended   2002   2001

 
 
        (unaudited)
OPERATING ACTIVITIES:
               
Net earnings
  $ 79,973     $ 68,355  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
 
Depreciation and amortization
    61,562       54,024  
 
Gain on sale of investment
          (13,361 )
 
Provision for impairments and asset disposals
    (1,761 )     2,684  
 
Deferred income taxes, net
    (1,649 )     (7,805 )
 
Equity in income of investees
    (4,475 )     (3,119 )
 
Tax benefit from exercise of non-qualified stock options
    4,274       9,170  
 
Net accretion of discount and amortization of premium on marketable securities
    1,138        
 
Cash provided/(used) by changes in operating assets and liabilities:
               
   
Net purchases of trading securities
    (3,778 )     (2,674 )
   
Inventories
    53,407       44,122  
   
Accounts payable
    (12,439 )     (42,965 )
   
Accrued taxes
    24,940       1,593  
   
Deferred revenue
    49,442       22,437  
   
Other operating assets and liabilities
    (16,886 )     14,179  
 
   
     
 
Net cash provided by operating activities
    233,748       146,640  
INVESTING ACTIVITIES:
               
 
Purchase of available-for-sale securities
    (60,489 )     (70,764 )
 
Maturity of available-for-sale securities
    45,270        
 
Sale of available-for-sale securities
    40,094       98,000  
 
Net distributions from/(additions to) equity, other investments and other assets
    4,736       (2,843 )
 
Proceeds from sale of equity investment
          14,843  
 
Additions to property, plant and equipment
    (93,751 )     (88,964 )
 
   
     
 
Net cash used by investing activities
    (64,140 )     (49,728 )
FINANCING ACTIVITIES:
               
 
Proceeds from issuance of common stock
    11,789       22,652  
 
Principal payments on long-term debt
    (176 )     (173 )
 
Repurchase of common stock
    (29,936 )     (1,829 )
 
   
     
 
Net cash (used)/provided by financing activities
    (18,323 )     20,650  
Effect of exchange rate changes on cash and cash equivalents
    499       (221 )
 
   
     
 
Net increase in cash and cash equivalents
    151,784       117,341  
CASH AND CASH EQUIVALENTS:
               
Beginning of year
    99,677       51,250  
 
   
     
 
End of year
  $ 251,461     $ 168,591  
 
   
     
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid during the year for:
               
 
Interest
  $ 37     $ 27  
 
Income taxes
    21,663       38,106  
 
   
     
 

See Notes to Consolidated Financial Statements.

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STARBUCKS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the 13 Weeks Ended December 29, 2002 and December 30, 2001

Note 1: Financial Statement Preparation

The consolidated financial statements as of December 29, 2002, and December 30, 2001, and for the 13-week periods ended December 29, 2002, and December 30, 2001, have been prepared by Starbucks Corporation (“Starbucks” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial information for the 13-week periods ended December 29, 2002, and December 30, 2001, is unaudited, but, in the opinion of management, reflects all adjustments and accruals necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods.

The financial information as of September 29, 2002, is derived from the Company’s audited consolidated financial statements and notes thereto for the year ended September 29, 2002, included in Item 7A in the Fiscal 2002 Annual Report to Shareholders on Form 10-K, and should be read in conjunction with such financial statements.

Certain reclassifications of prior year’s balances have been made to conform to the current format.

The results of operations for the 13-week period ended December 29, 2002, are not necessarily indicative of the results of operations that may be achieved for the entire fiscal year ending September 28, 2003.

Note 2: Summary of Significant Accounting Policies

Goodwill and Other Intangible Assets

Starbucks adopted Statement of Financial Accounting Standard (“SFAS’) No. 142, “Goodwill and Other Intangible Assets,” on September 30, 2002. As a result, the Company discontinued amortization of its goodwill and indefinite-lived trademarks and determined that provisions for impairment were unnecessary. Impairment tests will be performed on an annual basis and more frequently if facts and circumstances indicate goodwill carrying values exceed estimated reporting unit fair values and if indefinite useful lives are no longer appropriate for the Company’s trademarks. Net earnings for the 13 weeks ended December 30, 2001, would have been $68.8 million versus reported net earnings of $68.4 million had the nonamortization provisions of SFAS No. 142 been applied to fiscal 2002. Basic earnings per share would have remained at $0.18 per share for the 13 weeks ended December 30, 2001. Diluted earnings per share would have increased to $0.18 per share versus $0.17 per share as reported for the 13 weeks ended December 30, 2001. Definite-lived intangibles, which mainly consist of patents and copyrights, will continue to amortize over their estimated useful lives.

Accounting for Stock-based Compensation

The Company maintains several stock option plans under which the Company may grant incentive stock options and non-qualified stock options to employees, consultants and non-employee directors. Stock options have been granted with exercise prices at or above the fair market value on the date of grant. Options vest and expire according to terms established at the grant date.

SFAS No. 123, “Accounting for Stock-Based Compensation,” encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans based on the fair market value of options granted. The Company has chosen to account for stock based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, because the grant price equals the market price on the date of grant for options issued by the Company, no compensation expense is recognized for stock options issued to employees.

On December 31, 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 148, “Accounting for Stock Based Compensation – Transition and Disclosure,” which amends SFAS No. 123. SFAS No. 148 requires more prominent and frequent disclosures about the effects of stock-based compensation, which the Company has elected to early adopt for the 13-week period ended December 29, 2002. Starbucks will continue to account for its stock based compensation according to the provisions of APB Opinion No. 25.

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Had compensation cost for the Company’s stock options been recognized based upon the estimated fair value on the grant date under the fair value methodology prescribed by SFAS No. 123, as amended by SFAS No. 148, the Company’s net earnings and earnings per share would have been as follows (in thousands, except earnings per share):

                   
13 weeks ended   December 29, 2002   December 30, 2001

 
 
Net earnings, as reported
  $ 79,973     $ 68,355  
Deduct: Total stock-based compensation expense determined under fair value based method, net of tax effects
    (8,507 )     (10,005 )
 
   
     
 
Pro forma net earnings
  $ 71,466     $ 58,350  
 
   
     
 
Earnings per share:
               
 
Basic – as reported
  $ 0.21     $ 0.18  
 
Basic – pro forma
  $ 0.18     $ 0.15  
 
Diluted – as reported
  $ 0.20     $ 0.17  
 
Diluted – pro forma
  $ 0.18     $ 0.15  
 
   
     
 

The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.

Recently Issued Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN No. 46”), “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51.” In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements of FIN No. 46 may apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. Starbucks does not expect the adoption of this Interpretation to have a material impact on the Company’s consolidated financial position or disclosures.

Note 3: Inventories

Inventories consist of the following (in thousands):

                   
      December 29, 2002   September 29, 2002
     
 
Coffee:
               
 
Unroasted
  $ 89,089     $ 128,173  
 
Roasted
    29,049       35,770  
Other merchandise held for sale
    57,959       65,403  
Packaging and other supplies
    34,017       33,828  
 
   
     
 
Total
  $ 210,114     $ 263,174  
 
   
     
 

As of December 29, 2002, the Company had fixed-price purchase contracts for green coffee totaling approximately $274.2 million.

Note 4: Derivative Financial Instruments

Cash Flow Hedges

During the 13 weeks ended December 29, 2002, and December 30, 2001, the Company had forward foreign exchange contracts that qualify as hedges of portions of anticipated product and royalty revenues denominated in Japanese yen and Canadian dollars. These contracts expire within 21 months. The Company had accumulated net derivative gains of $0.4 million, net of taxes, in other comprehensive income as of December 29, 2002, related to cash flow hedges. Of this amount, $0.2 million of net derivative losses will be reclassified into earnings within 12 months. There was no ineffectiveness related to cash flow hedges for the 13 weeks ended December 29, 2002, and December 30, 2001.

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Net Investment Hedges

During the 13 weeks ended December 29, 2002, and December 30, 2001, the Company had forward foreign exchange contracts that qualify as hedges of the Company’s net investment in Starbucks Coffee Japan, Ltd. These contracts expire within 23 months and are intended to minimize foreign currency exposure to fluctuations in the Japanese yen. As a result of using the spot-to-spot method, the Company recognized net gains of $0.4 million and $0.3 million for the 13 weeks ended December 29, 2002, and December 30, 2001, respectively. In addition, the Company had accumulated net derivative losses of $1.6 million, net of taxes, in other comprehensive income as of December 29, 2002.

Note 5: Property, Plant, and Equipment

Property, plant and equipment are recorded at cost and consist of the following (in thousands):

                 
    December 29, 2002   September 29, 2002
   
 
Land
  $ 11,414     $ 11,310  
Buildings
    32,076       30,961  
Leasehold improvements
    1,172,261       1,131,382  
Roasting and store equipment
    528,610       516,129  
Furniture, fixtures and other
    335,943       282,068  
 
   
     
 
 
    2,080,304       1,971,850  
Less accumulated depreciation and amortization
    (868,133 )     (814,427 )
 
   
     
 
 
    1,212,171       1,157,423  
Work in progress
    91,721       108,333  
 
   
     
 
Property, plant and equipment, net
  $ 1,303,892     $ 1,265,756  
 
   
     
 

Note 6: Shareholders’ Equity

In June 2002, the Company’s Board of Directors authorized the repurchase of up to 10.0 million shares of common stock in the open market. During the 13 weeks ended December 29, 2002, Starbucks acquired 1.5 million shares at an average price of $20.62 per share, for a total cost of $29.9 million. The Company acquired 2.1 million shares under this plan at an average price of $19.81 per share, for a total cost of $42.0 million, during fiscal year 2002. All repurchases were effected through Morgan Stanley & Co. Incorporated. As of December 29, 2002, there were 6.4 million additional shares available for repurchase under this plan.

Note 7: Comprehensive Income

Comprehensive income, net of related tax effects, is as follows (in thousands):

                   
13 Weeks Ended   December 29, 2002   December 30, 2001

 
 
Net earnings
  $ 79,973     $ 68,355  
 
Unrealized holding gains/(losses) on cash flow hedging instruments
    (481 )     1,240  
 
Unrealized holding gains/(losses) on net investment hedging investments
    (1,066 )     1,169  
 
Unrealized holding gains/(losses) on available-for-sale securities
    35       (38 )
 
Reclassification adjustment for (gains)/losses realized in net income
    (30 )     (1,166 )
 
   
     
 
Net unrealized gain/(loss)
    (1,542 )     1,205  
Translation adjustment
    (77 )     (14,541 )
 
   
     
 
Total comprehensive income
  $ 78,354     $ 55,019  
 
   
     
 

The Company is subject to foreign currency translation adjustments because its international operations use their local currencies as their functional currencies. Assets and liabilities are translated at exchange rates in effect at the balance sheet date, and the resulting translation adjustments are recorded as a separate component of “Accumulated other comprehensive loss” on the accompanying consolidated balance sheets.

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Note 8: Earnings Per Share

The following table represents the calculation of net earnings per common share – basic (in thousands, except earnings per share):

                   
13 Weeks Ended   December 29, 2002   December 30, 2001

 
 
Net earnings
  $ 79,973     $ 68,355  
 
Weighted average common shares and common stock units outstanding
    388,652       380,807  
 
   
     
 
Net earnings per common share-basic
  $ 0.21     $ 0.18  
 
   
     
 

The following table represents the calculation of net earnings per common and common equivalent share – diluted (in thousands, except earnings per share):