UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the 13 weeks ended March 27, 2004
OR
| ¨ | 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 1-11657
TUPPERWARE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 36-4062333 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 14901 South Orange Blossom Trail, Orlando, Florida | 32837 | |
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (407) 826-5050
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 ¨.
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨.
As of May 3, 2004, 58,547,988 shares of the Common Stock, $0.01 par value, of the Registrant were outstanding.
The financial statements of the Registrant included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America has been condensed or omitted, the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements are read in conjunction with the financial statements and the notes thereto included in the Annual Report on Form 10-K of the Registrant for its fiscal year ended December 27, 2003.
The consolidated financial statements included herein reflect all adjustments, consisting only of normal recurring items, which, in the opinion of management, are necessary to present a fair statement of the results for the interim periods presented.
The results for interim periods are not necessarily indicative of trends or results to be expected for a full year.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| 13 Weeks Ended | ||||||
| March 27, 2004 |
March 29, 2003 | |||||
| (In millions, except per share amounts) | ||||||
| Net sales |
$ | 296.4 | $ | 271.5 | ||
| Cost of products sold |
100.1 | 89.3 | ||||
| Gross margin |
196.3 | 182.2 | ||||
| Delivery, sales and administrative expense |
176.8 | 164.8 | ||||
| Gains on disposal of assets |
1.4 | | ||||
| Operating income |
20.9 | 17.4 | ||||
| Interest income |
0.5 | 0.6 | ||||
| Other income |
0.3 | | ||||
| Interest expense |
3.2 | 5.0 | ||||
| Other expense |
| 4.8 | ||||
| Income before income taxes |
18.5 | 8.2 | ||||
| Provision for income taxes |
4.0 | 1.8 | ||||
| Net income |
$ | 14.5 | $ | 6.4 | ||
| Net income per common share: |
||||||
| Basic |
$ | 0.25 | $ | 0.11 | ||
| Diluted |
$ | 0.25 | $ | 0.11 | ||
| Dividends per common share |
$ | 0.22 | $ | 0.22 | ||
See accompanying Notes to Consolidated Financial Statements (Unaudited).
2
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
| March 27, 2004 |
December 27, 2003 |
|||||||
| (In millions) | ||||||||
| Cash and cash equivalents |
$ | 39.5 | $ | 45.0 | ||||
| Accounts receivable |
116.7 | 127.3 | ||||||
| Less allowances for doubtful accounts |
(23.6 | ) | (25.2 | ) | ||||
| 93.1 | 102.1 | |||||||
| Inventories |
168.1 | 160.5 | ||||||
| Deferred income tax benefits, net |
59.9 | 59.2 | ||||||
| Non-trade amounts receivable |
34.5 | 27.1 | ||||||
| Prepaid expenses |
19.6 | 17.5 | ||||||
| Total current assets |
414.7 | 411.4 | ||||||
| Deferred income tax benefits, net |
144.6 | 136.8 | ||||||
| Property, plant and equipment |
1,066.2 | 1,059.3 | ||||||
| Less accumulated depreciation |
(851.7 | ) | (837.9 | ) | ||||
| 214.5 | 221.4 | |||||||
| Long-term receivables, net of allowances of $28.3 million at March 27, 2004 and $26.8 million at December 27, 2003 |
43.2 | 45.4 | ||||||
| Goodwill, net of accumulated amortization of $1.6 million at March 27, 2004 and December 27, 2003 |
56.2 | 56.2 | ||||||
| Other assets, net |
23.2 | 18.7 | ||||||
| Total assets |
$ | 896.4 | $ | 889.9 | ||||
See accompanying Notes to Consolidated Financial Statements (Unaudited).
3
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(Unaudited)
| March 27, 2004 |
December 27, 2003 |
|||||||
| (Dollars in millions except per share amounts) |
||||||||
| Accounts payable |
$ | 78.2 | $ | 86.0 | ||||
| Short-term borrowings and current portion of long-term debt |
3.7 | 5.6 | ||||||
| Accrued liabilities |
191.7 | 182.6 | ||||||
| Total current liabilities |
273.6 | 274.2 | ||||||
| Long-term debt |
262.3 | 263.5 | ||||||
| Accrued postretirement benefit cost |
36.6 | 36.4 | ||||||
| Other liabilities |
91.0 | 87.6 | ||||||
| Commitments and contingencies |
||||||||
| Shareholders equity: |
||||||||
| Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued |
| | ||||||
| Common stock, $0.01 par value, 600,000,000 shares authorized; 62,367,289 shares issued |
0.6 | 0.6 | ||||||
| Paid-in capital |
24.0 | 23.1 | ||||||
| Subscriptions receivable |
(20.2 | ) | (20.6 | ) | ||||
| Retained earnings |
530.1 | 529.0 | ||||||
| Treasury stock, 3,828,142 shares at March 27, 2004, and 3,850,343 shares at December 27, 2003, at cost |
(104.7 | ) | (105.5 | ) | ||||
| Unearned portion of restricted stock issued for future service |
(1.4 | ) | (1.6 | ) | ||||
| Accumulated other comprehensive loss |
(195.5 | ) | (196.8 | ) | ||||
| Total shareholders equity |
232.9 | 228.2 | ||||||
| Total liabilities and shareholders equity |
$ | 896.4 | $ | 889.9 | ||||
See accompanying Notes to Consolidated Financial Statements (Unaudited).
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 13 Weeks Ended |
||||||||
| March 27, 2004 |
March 29, 2003 |
|||||||
| (In millions) | ||||||||
| Operating Activities: |
||||||||
| Net income |
$ | 14.5 | $ | 6.4 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
12.7 | 13.5 | ||||||
| (Gain) loss on sale of assets |
(1.1 | ) | 0.2 | |||||
| Changes in assets and liabilities: |
||||||||
| Decrease in accounts receivable |
11.4 | 0.2 | ||||||
| Increase in inventories |
(7.9 | ) | (5.8 | ) | ||||
| Decrease in accounts payable and accrued liabilities |
(5.6 | ) | (13.9 | ) | ||||
| Decrease in income taxes payable |
(2.9 | ) | (8.8 | ) | ||||
| (Increase) decrease in net deferred income taxes |
(7.4 | ) | 0.5 | |||||
| Net cash impact from fair value hedge activity |
(0.2 | ) | 0.2 | |||||
| Other, net |
2.6 | (5.2 | ) | |||||
| Net cash provided by (used in) operating activities |
16.1 | (12.7 | ) | |||||
| Investing Activities: |
||||||||
| Capital expenditures |
(9.6 | ) | (7.4 | ) | ||||
| Proceeds from disposal of property, plant and equipment |
2.2 | 0.2 | ||||||
| Net cash used in investing activities |
(7.4 | ) | (7.2 | ) | ||||
| Financing Activities: |
||||||||
| Dividend payments to shareholders |
(12.9 | ) | (12.8 | ) | ||||
| Proceeds from exercise of stock options |
0.7 | | ||||||
| Net (decrease) increase in short-term debt |
(2.0 | ) | 20.7 | |||||
| Net cash (used in) provided by financing activities |
(14.2 | ) | 7.9 | |||||
| Effect of exchange rate changes on cash and cash equivalents |
| (0.7 | ) | |||||
| Net decrease in cash and cash equivalents |
(5.5 | ) | (12.7 | ) | ||||
| Cash and cash equivalents at beginning of year |
45.0 | 32.6 | ||||||
| Cash and cash equivalents at end of period |
$ | 39.5 | $ | 19.9 | ||||
See accompanying Notes to Consolidated Financial Statements (Unaudited).
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q, and therefore, do not include all notes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, the unaudited consolidated financial statements include all adjustments, consisting only of normal, recurring items, necessary for a fair presentation of financial position, results of operations and cash flows. The results of operations of any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
Certain prior year amounts have been reclassified on the consolidated financial statements to conform with current year classifications.
Note 2: Inventories
Inventories, by component, are summarized as follows (in millions):
| March 27, 2004 |
December 27, 2003 | |||||
| Finished goods |
$ | 101.1 | $ | 102.8 | ||
| Work in process |
23.9 | 20.0 | ||||
| Raw materials and supplies |
43.1 | 37.7 | ||||
| Total inventories |
$ | 168.1 | $ | 160.5 | ||
Note 3: Accounting for Stock-Based Compensation
Through December 28, 2002, the Company accounted for stock options utilizing the intrinsic method under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations. This method results in no stock-based compensation cost when options granted have an exercise price equal to market value at the date of grant. Effective for fiscal 2003, the Company adopted the fair-value-based method of accounting for stock options under the provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, prospectively to all employee awards granted, modified, or settled after December 28, 2002 as permitted under the transition guidance of SFAS 148, Accounting for Stock-Based Compensation Transition and Disclosure an amendment of FAS 123. Awards under the Companys plans vest over periods up to seven years. Therefore, the cost related to the stock-based employee compensation included in the determination of net income for 2003 and 2004 is less than that which would be recognized if the fair-value-based method had been applied to all awards since the original effective date of SFAS 123. The following table illustrates the effect on net income and earnings per share if the fair-value-based method had been applied to all outstanding and unvested awards in each period.
6
Note 3: Accounting for Stock-Based Compensation (continued)
| 13 Weeks Ended |
||||||||
| (In millions, except per share amounts) |
March 27, 2004 |
March 29, 2003 |
||||||
| Net income |
$ | 14.5 | $ | 6.4 | ||||
| Add: Stock-based employee compensation expense included in reported net income, net of related tax effects |
0.2 | | ||||||
| Deduct: Total stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects |
(1.1 | ) | (1.5 | ) | ||||
| Pro forma net income |
$ | 13.6 | $ | 6.2 | ||||
| Earnings per share: |
||||||||
| Basic as reported |
$ | 0.25 | $ | 0.11 | ||||
| Basic pro forma |
$ | 0.23 | $ | 0.08 | ||||
| Diluted as reported |
$ | 0.25 | $ | 0.11 | ||||
| Diluted pro forma |
$ | 0.23 | $ | 0.08 | ||||
Note 4: Net Income Per Common Share
Basic per share information is calculated by dividing net income by the weighted average number of shares outstanding. Diluted per share information is calculated by also considering the impact of potential common stock on both net income and the weighted average number of shares outstanding. The Companys potential common stock consists of employee and director stock options and restricted stock. The common stock elements of the earnings per share computations are as follows (in millions):
| 13 Weeks Ended | ||||
| March 27, 2004 |
March 29, 2003 | |||
| Weighted average number of shares used in the basic earnings per share computation |
58.4 | 58.3 | ||
| Difference in the computation of basic and diluted earnings per share: |
||||
| Potential common stock included in diluted earnings per share |
0.4 | 0.1 | ||