UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003
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 1-5231
McDONALD'S CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
36-2361282 (I.R.S. Employer Identification No.) |
|
McDonald's Plaza Oak Brook, Illinois (Address of Principal Executive Offices) |
60523 (Zip Code) |
Registrant's Telephone Number, including Area Code: (630) 623-3000
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.
Indicate
by check ü 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 ý No o
Indicate
by check ü whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act).
Yes ý No o
1,272,313,710
(Number of shares of common stock
outstanding as of March 31, 2003)
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Page Reference |
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| Part I. | Financial Information | |||||
Item 1Financial Statements |
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Condensed consolidated balance sheet, March 31, 2003 (unaudited) and December 31, 2002 |
3 |
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Condensed consolidated statement of income (unaudited), first quarters ended March 31, 2003 and 2002 |
4 |
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Condensed consolidated statement of cash flows (unaudited), first quarters ended March 31, 2003 and 2002 |
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Notes to condensed consolidated financial statements (unaudited) |
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Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3Quantitative and Qualitative Disclosures About Market Risk |
16 |
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Item 4Controls and Procedures |
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Part II. |
Other Information |
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Item 6Exhibits and Reports on Form 8-K |
16 |
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(a) |
Exhibits |
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| The exhibits listed in the accompanying Exhibit Index are filed as part of this report | 16 | |||||
(b) |
Reports on Form 8-K |
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Signature |
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Certifications |
20 |
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2
CONDENSED CONSOLIDATED BALANCE SHEET
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(unaudited) March 31, 2003 |
December 31, 2002 |
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|---|---|---|---|---|---|---|---|---|
| In millions, except per share data |
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| Assets | ||||||||
| Current assets | ||||||||
| Cash and equivalents | $ | 488.0 | $ | 330.4 | ||||
| Accounts and notes receivable | 816.7 | 855.3 | ||||||
| Inventories, at cost, not in excess of market | 103.7 | 111.7 | ||||||
| Prepaid expenses and other current assets | 433.4 | 418.0 | ||||||
| Total current assets | 1,841.8 | 1,715.4 | ||||||
| Other assets | ||||||||
| Investments in and advances to affiliates | 1,050.7 | 1,037.7 | ||||||
| Goodwill, net | 1,652.0 | 1,559.8 | ||||||
| Miscellaneous | 1,048.7 | 1,074.2 | ||||||
| Total other assets | 3,751.4 | 3,671.7 | ||||||
| Property and equipment | ||||||||
| Property and equipment, at cost | 26,689.8 | 26,218.6 | ||||||
| Accumulated depreciation and amortization | (7,873.1 | ) | (7,635.2 | ) | ||||
| Net property and equipment | 18,816.7 | 18,583.4 | ||||||
| Total assets | $ | 24,409.9 | $ | 23,970.5 | ||||
| Liabilities and shareholders' equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 488.0 | $ | 635.8 | ||||
| Income taxes | 100.7 | 16.3 | ||||||
| Other taxes | 194.4 | 191.8 | ||||||
| Accrued interest | 197.0 | 199.4 | ||||||
| Accrued restructuring and restaurant closing costs | 241.6 | 328.5 | ||||||
| Accrued payroll and other liabilities | 782.7 | 774.7 | ||||||
| Current maturities of long-term debt | 319.1 | 275.8 | ||||||
| Total current liabilities | 2,323.5 | 2,422.3 | ||||||
| Long-term debt | 9,686.9 | 9,703.6 | ||||||
| Other long-term liabilities and minority interests | 598.1 | 560.0 | ||||||
| Deferred income taxes | 979.7 | 1,003.7 | ||||||
| Shareholders' equity | ||||||||
| Preferred stock, no par value; authorized165.0 million shares; issuednone | ||||||||
| Common stock, $.01 par value; authorized3.5 billion shares; issued1,660.6 million | 16.6 | 16.6 | ||||||
| Additional paid-in capital | 1,775.5 | 1,747.3 | ||||||
| Unearned ESOP compensation | (98.2 | ) | (98.4 | ) | ||||
| Retained earnings | 19,532.3 | 19,204.4 | ||||||
| Accumulated other comprehensive income (loss) | (1,442.5 | ) | (1,601.3 | ) | ||||
| Common stock in treasury, at cost; 388.3 and 392.4 million shares | (8,962.0 | ) | (8,987.7 | ) | ||||
| Total shareholders' equity | 10,821.7 | 10,280.9 | ||||||
| Total liabilities and shareholders' equity | $ | 24,409.9 | $ | 23,970.5 | ||||
See notes to condensed consolidated financial statements.
3
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
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Quarters ended March 31 |
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2003 |
2002 |
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| In millions, except per common share data |
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| Revenues | ||||||||
| Sales by Company-operated restaurants | $ | 2,856.1 | $ | 2,678.5 | ||||
| Revenues from franchised and affiliated restaurants | 943.6 | 918.9 | ||||||
| Total revenues | 3,799.7 | 3,597.4 | ||||||
| Operating costs and expenses | ||||||||
| Company-operated restaurant expenses | 2,509.4 | 2,309.6 | ||||||
| Franchised restaurantsoccupancy expenses | 223.3 | 202.7 | ||||||
| Selling, general, and administrative expenses | 396.4 | 384.9 | ||||||
| Other operating (income) expense, net | (4.0 | ) | 58.9 | |||||
| Total operating costs and expenses | 3,125.1 | 2,956.1 | ||||||
| Operating income | 674.6 | 641.3 | ||||||
| Interest expense | 101.8 | 92.3 | ||||||
| Nonoperating expense, net | 25.2 | 11.8 | ||||||
| Income before provision for income taxes and cumulative effect of accounting changes | 547.6 | 537.2 | ||||||
| Provision for income taxes | 183.4 | 185.5 | ||||||
| Income before cumulative effect of accounting changes | 364.2 | 351.7 | ||||||
| Cumulative effect of accounting changes, net of tax benefit of $9.4 and $17.6 | (36.8 | ) | (98.6 | ) | ||||
| Net income | $ | 327.4 | $ | 253.1 | ||||
| Per common share: | ||||||||
| Income before cumulative effect of accounting changes | $ | 0.29 | $ | 0.28 | ||||
| Cumulative effect of accounting changes | (0.03 | ) | (0.08 | ) | ||||
| Net income | $ | 0.26 | $ | 0.20 | ||||
| Per common sharediluted: | ||||||||
| Income before cumulative effect of accounting changes | $ | 0.29 | $ | 0.27 | ||||
| Cumulative effect of accounting changes | (0.03 | ) | (0.07 | ) | ||||
| Net income | $ | 0.26 | $ | 0.20 | ||||
| Weighted average shares | 1,269.6 | 1,277.2 | ||||||
| Weighted average sharesdiluted | 1,270.3 | 1,292.7 | ||||||
See notes to condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
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Quarters ended March 31 |
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2003 |
2002 |
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| In millions |
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| Operating activities | |||||||||
| Net income | $ | 327.4 | $ | 253.1 | |||||
| Adjustments to reconcile to cash provided by operations | |||||||||
| Cumulative effect of accounting changes | 36.8 | 98.6 | |||||||
| Depreciation and amortization | 287.2 | 254.0 | |||||||
| Changes in working capital items | (157.4 | ) | (117.6 | ) | |||||
| Other | 58.1 | 52.5 | |||||||
| Cash provided by operations | 552.1 | 540.6 | |||||||
| Investing activities | |||||||||
| Property and equipment expenditures | (304.2 | ) | (370.9 | ) | |||||
| Purchases and sales of restaurant businesses and sales of property | (21.8 | ) | (10.7 | ) | |||||
| Other | (35.7 | ) | (28.9 | ) | |||||
| Cash used for investing activities | (361.7 | ) | (410.5 | ) | |||||
| Financing activities | |||||||||
| Notes payable and long-term financing issuances and repayments | (46.8 | ) | 156.1 | ||||||
| Treasury stock purchases | | (322.8 | ) | ||||||
| Other | 14.0 | 56.2 | |||||||
| Cash used for financing activities | (32.8 | ) | (110.5 | ) | |||||
| Cash and equivalents increase | 157.6 | 19.6 | |||||||
| Cash and equivalents at beginning of period | 330.4 | 418.1 | |||||||
| Cash and equivalents at end of period | $ | 488.0 | $ | 437.7 | |||||
See notes to condensed consolidated financial statements.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Basis of Presentation
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company's December 31, 2002 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. The results for the quarter ended March 31, 2003 do not necessarily indicate the results that may be expected for the full year.
The results of operations of restaurant businesses purchased and sold were not material to the condensed consolidated financial statements for periods prior to purchase and sale.
Comprehensive Income
The following table presents the components of comprehensive income for the first quarter ended March 31, 2003 and 2002:
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Quarters ended March 31 |
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2003 |
2002 |
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| In millions |
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| Net income | $ | 327.4 | $ | 253.1 | ||||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustments | 158.2 | (152.6 | ) | |||||
| Deferred hedging adjustments | 0.6 | 12.2 | ||||||
| Total other comprehensive income (loss) | 158.8 | (140.4 | ) | |||||
| Total comprehensive income | $ | 486.2 | $ | 112.7 | ||||
Significant Charges
In first quarter 2002, the Company recorded $43.0 million (pre and after tax) of asset impairment charges in other operating expense, primarily related to the impairment of assets in certain existing restaurants in Chile and other Latin American markets and the closing of 32 underperforming restaurants in Turkey, as a result of continued economic weakness.
In fourth quarter 2002, the Company recorded $810.2 million of pretax charges ($656.9 million after tax) primarily related to: restructuring certain markets in the Middle East and Latin America; eliminating approximately 600 positions; reallocating resources and consolidating certain home office facilities; management's decision to close 719 underperforming restaurants (202 were closed in 2002 and 517 will close in 2003) primarily in the U.S. and Japan; and the write-off of software development costs.
The following table presents the activity included in accrued restructuring and restaurant closing costs in the Consolidated balance sheet.
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Liability at December 31, 2002 |
2003 Activity- Cash |
Liability at March 31, 2003 |
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| In millions |
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| Employee-related costs | $ | 72.3 | $ | (14.4 | ) | $ | 57.9 | |||
| Lease termination and other | 256.2 | (72.5 | ) | 183.7 | ||||||
| Total accrued restructuring and restaurants closing costs | $ | 328.5 | $ | (86.9 | ) | $ | 241.6 | |||
Per Common Share Information
Diluted net income per common share is calculated using net income divided by diluted weighted-average shares. Diluted weighted-average shares include weighted-average shares outstanding plus the dilutive effect of stock options, calculated using the treasury stock method, of 0.7 million shares and 15.5 million shares for the first quarter 2003 and 2002, respectively. Stock options that were not included in diluted weighted-average shares because they would have been antidilutive were 208.1 million shares and 106.1 million shares for the first quarter 2003 and 2002, respectively.
6
Stock-Based Compensation
The Company accounts for stock options as prescribed by Accounting Principles Board Opinion No. 25 and includes pro forma information, as provided by Statement of Financial Accounting Standards (SFAS) No. 123, as amended by SFAS No. 148, Accounting for Stock-Based Compensation.
Pro forma net income and net income per common share were determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123. The fair value of these options was estimated at the date of grant using an option pricing model. The model was designed to estimate the fair value of exchange-traded options that, unlike employee stock options, can be traded at any time and are fully transferable. In addition, such models require the input of highly subjective assumptions including the expected volatility of the stock price. For pro forma disclosures, the options' estimated fair value was amortized over their vesting period.
| Pro forma disclosures |
2003 |
2002 |
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| In millions, except per share data |
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| Net income, as reported | $ | 327.4 | $ | 253.1 | ||||
Deduct: Total stock option compensation expense under fair value method, net of related tax effects |
(65.4 |
) |
(58.9 |
) |
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| Pro formanet income | $ | 262.0 | $ | 194.2 | ||||
| Earnings per share: | ||||||||
| As reportedbasic | $ | 0.26 | $ | 0.20 | ||||
| Pro formabasic | $ | 0.21 | $ | 0.15 | ||||
As reporteddiluted |
$ |
0.26 |
$ |
0.20 |
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| Pro formadiluted | $ | 0.21 | $ | 0.15 | ||||
Variable Interest Entities
The Company and six unaffiliated companies that supply the "McDonald's System" (McDonald's franchisees, suppliers and the Company) are equal owners of System Capital Corporation (SCC). SCC's purpose is to provide funding to the McDonald's System and to build equity within SCC that will benefit the McDonald's System. The Company has determined that it will not be required to consolidate or disclose information about SCC in accordance with Financial Accounting Standard Board Interpretation No. 46, Consolidation of Variable Interest Entities when the Interpretation becomes effective on July 1, 2003.
Changes in Accounting Standards
Asset retirement obligations2003
Effective January 1, 2003, the Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations. The Statement requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, the cost is capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. In first quarter 2003, the Company recorded a charge of $36.8 million after tax ($0.03 per diluted share) related to lease obligations in certain international markets to reflect the cumulative effect of this accounting change. The adoption of the new rule will not have a material effect on the Company's ongoing results of operations or financial position.
Goodwill2002
Effective January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets, which eliminates the amortization of goodwill (and intangible assets deemed to have indefinite lives) and instead subjects it to annual impairment tests. The Company performed the initial required goodwill impairment test as of January 1, 2002, and recorded a charge of $98.6 million after tax ($0.07 per diluted share) in first quarter 2002 for the cumulative effect of this accounting change. The impaired goodwill was primarily in Argentina, Uruguay and other markets in Latin America and the Middle East, where economies had weakened significantly.
7
Segment Information
The Company operates in the food service industry and primarily operates and franchises quick-service restaurant businesses under the McDonald's brand (McDonald's restaurants). The Company also operates other restaurant concepts under its Partner Brands: Boston Market, Chipotle Mexican Grill and Donatos Pizzeria. In addition, the Company has a minority ownership in Pret A Manger.
The following table presents the Company's revenues and operating income by geographic segment. APMEA represents McDonald's restaurant operations in Asia Pacific, the Middle East and Africa.
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Quarters ended March 31 |
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2003 |
2002 |
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| In millions |
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| Revenues | |||||||||
| U.S. | $ | 1,316.1 | $ | 1,266.3 | |||||
| Europe | 1,302.5 | 1,146.3 | |||||||
| APMEA | 581.7 | 584.0 | |||||||
| Latin America | 186.4 | 217.2 | |||||||
| Canada | 151.1 | 138.2 | |||||||
| Partner Brands | 261.9 | 245.4 | |||||||
| Total revenues | $ | 3,799.7 | $ | 3,597.4 | |||||
| Operating income (loss) | |||||||||
| U.S. | $ | 405.7 | $ | 402.1 | |||||
| Europe | 268.4 | 242.9 | |||||||
| APMEA | 69.4 | 71.2 | |||||||
| Latin America | 2.2 | (13.2 | ) | ||||||
| Canada | 26.2 | 27.6 | |||||||
| Partner Brands | (12.9 | ) | (11.6 | ) | |||||
| Corporate | (84.4 | ) | (77.7 | ) | |||||
| Total operating income | $ | 674.6 | $ | 641.3 | |||||
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
OPERATING RESULTS
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Quarter ended March 31, 2003 |
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Amount |
% Increase/ (Decrease) |
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| Dollars in millions, except per common share data |
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| Revenues | |||||||
| Sales by Company-operated restaurants | $ | 2,856.1 | 7 | ||||
| Revenues from franchised and affiliated restaurants | 943.6 | 3 | |||||
| Total revenues | 3,799.7 | 6 | |||||
| Operating costs and expenses | |||||||
| Company-operated restaurant expenses | 2,509.4 | 9 | |||||
| Franchised restaurantsoccupancy expenses | 223.3 | 10 | |||||
| Selling, general, and administrative expenses | 396.4 | 3 | |||||
| Other operating income, net | (4.0 | ) | n/m | ||||
| Total operating costs and expenses | 3,125.1 | 6 | |||||
| Operating income | 674.6 | 5 | |||||
| Interest expense | 101.8 | 10 | |||||
| Nonoperating expense, net | 25.2 | n/m | |||||
| Income before provision for income taxes and cumulative effect of accounting changes | 547.6 | 2 | |||||
| Provision for income taxes | 183.4 | (1 | ) | ||||
| Income before cumulative effect of accounting changes | 364.2 | 4 | |||||
| Cumulative effect of accounting changes, net of tax benefit of $9.4 | (36.8 | ) | n/m | ||||
| Net income | $ | 327.4 | 29 | ||||
| Per common share: | |||||||
| Income before cumulative effect of accounting changes | $ | 0.29 | 4 | ||||
| Cumulative effect of accounting changes | (0.03 | ) | n/m | ||||
| Net income | $ | 0.26 | 30 | ||||
| Per common sharediluted: | |||||||
| Income before cumulative effect of accounting changes | $ | 0.29 | 7 | ||||
| Cumulative effect of accounting changes | (0.03 | ) | n/m | ||||
| Net income | $ | 0.26 | 30 | ||||
n/m Not meaningful
9
CONSOLIDATED OPERATING RESULTS
The Company operates in the food service industry and primarily operates and franchises quick-service restaurant businesses under the McDonald's brand (McDonald's restaurants). The Company also operates other restaurant concepts under its Partner Brands.
Net Income and Diluted Net Income Per Common Share
Income before the cumulative effect of accounting changes increased $12.5 million or 4%, and diluted income per common share before the cumulative effect of accounting changes increased $0.02 or 7% for the quarter. First quarter 2002 results included asset impairment charges of $43.0 million or $0.04 per diluted share. Net income, which included the cumulative effect of the accounting changes, increased $74.3 million, and diluted net income per common share increased $0.06 for the quarter.
Weighted average shares outstanding were lower compared with the prior year due to shares repurchased during 2002. In addition, outstanding stock options had a less dilutive effect than in the prior year.
Impact of Foreign Currencies on Reported Results
While changing foreign currencies affect reported results, McDonald's lessens exposures, where practical, by financing in local currencies, hedging certain foreign-denominated cash flows and by purchasing goods and services in local currencies. Foreign currency translation had a positive impact on both the consolidated revenue growth rate and operating income growth rate for the quarter, primarily due to the stronger Euro and British Pound. The following table presents the effect of foreign currency translation on consolidated reported results for the quarter.
| Benefit of foreign currency translation on consolidated reported results |
Quarter ended March 31, 2003 |
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|---|---|---|---|
| In millions, except per common share data |
|
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| Total revenues | $ | 168.4 | |
| Operating income | 54.0 | ||
| Income before cumulative effect of accounting changes | 25.5 | ||
| Income before cumulative effect of accounting changesper diluted common share | 0.02 | ||
Cumulative Effect of Accounting Changes and 2002 Asset Impairment Charges
Effective January 1, 2003, the Company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." The Statement requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time the obligations are incurred. Upon initial recognition of a liability, the cost is capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. In first quarter 2003, the Company recorded a charge of $36.8 million after tax ($0.03 per diluted share) related to lease obligations in certain international markets to reflect the cumulative effect of this accounting change.
Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," which eliminated the amortization of goodwill and instead subjects it to annual impairment tests. As a result of the initial required goodwill impairment test, the Company recorded a charge of $98.6 million after tax ($0.07 per diluted share) in first quarter 2002 to reflect the cumulative effect of this accounting change. The impaired goodwill was primarily in Argentina, Uruguay and other markets in Latin America and the Middle East, where economies had weakened significantly.
The Company also recorded $43.0 million (pre and after tax) of asset impairment charges in first quarter 2002, primarily related to the impairment of assets in certain existing restaurants in Chile and other Latin American markets and the closing of 32 underperforming restaurants in Turkey, as a result of continued economic weakness.
Systemwide Sales and Revenues
Systemwide sales include sales by all restaurants, whether operated by the Company, by franchisees or by affiliates operating under joint-venture agreements. Management believes that Systemwide sales information is useful in analyzing the Company's revenues because franchisees and affiliates pay rent, service fees and/or royalties that generally are based on a percent of sales with specified minimum payments. These fees received from franchisees and affiliates along with sales from Company-operated restaurants are reported as revenues.