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
(Registrants 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 issuers 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 | |||
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 | |||
| Managements 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 |
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. |
1
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.
2
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.
3
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 Companys 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 years 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
Accounting for Stock-based Compensation
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.
4
Had compensation cost for the Companys 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 Companys 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 Companys experience.
Recently Issued Accounting Pronouncements
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
5
Net Investment Hedges
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 Companys 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.
6
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):