<PAGE> 1
MANUALLY SIGNED ORIGINAL
Page 1 of 15 Sequentially Numbered Pages
Exhibit Index on Page 14
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 QUARTER ENDED JULY 31, 1994. OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
- - ----- EXCHANGE ACT OF 1934 FOR THE TRANSITION FROM ________ TO ____________.
Commission file number: 1-9494
TIFFANY & CO.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-3228013
(State of incorporation) (I.R.S. Employer Identification No.)
727 FIFTH AVE. NEW YORK, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 755-8000
</TABLE>
Former name, former address and former fiscal year, if changed since last
report _________.
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 .
------- -------
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock as of the latest practicable
date: Common Stock, $.01 par value, 15,678,914 shares outstanding at the close
of business on JULY 31, 1994.
<PAGE> 2
TIFFANY & CO. AND SUBSIDIARIES
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JULY 31, 1994
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements
- - ------- --------------------
Consolidated Balance Sheets - July 31, 1994
(Unaudited) and January 31, 1994 3
Consolidated Statements of Income - for the
three and six months ended July 31, 1994
and 1993 (Unaudited) 4
Consolidated Statements of Stockholders'
Equity - for the three and six months ended
July 31, 1994 (Unaudited) 5
Consolidated Statements of Cash Flows - for
the six months ended July 31, 1994
and 1993 (Unaudited) 6
Notes to Consolidated Financial Statements
(Unaudited) 7-8
Item 2. Management's Discussion and Analysis of
- - ------- ---------------------------------------
Financial Condition and Results of Operations 9-12
---------------------------------------------
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders 12
- - ------- ---------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K 13
- - ------- --------------------------------
(a) Exhibits
(b) Reports on Form 8-K
</TABLE>
-2-
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
TIFFANY & CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
July 31, January 31,
1994 1994
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and short-term investments $ 7,619 $ 4,994
Accounts receivable, less allowances of
$4,115 and $4,170 58,310 67,330
Income taxes receivable 13,857 12,517
Inventories 291,031 262,282
Prepaid expenses 21,248 17,718
-------- --------
Total current assets 392,065 364,841
Property and equipment, net 98,431 97,365
Deferred income taxes 16,126 15,404
Other assets, net 29,022 26,799
-------- --------
$535,644 $504,409
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 87,587 $ 59,289
Accounts payable and accrued liabilities 73,844 79,980
Income taxes payable 4,033 6,359
Merchandise and other customer credits 7,101 6,947
-------- --------
Total current liabilities 172,565 152,575
Long-term trade payable 27,459 25,394
Reserve for product return 13,320 13,663
Long-term debt 101,500 101,500
Deferred income taxes 6,826 6,758
Postretirement benefit obligation 15,822 14,320
Other long-term liabilities 843 1,118
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; authorized
30,000 shares, issued 15,679 and 15,660 157 157
Additional paid-in capital 71,004 70,498
Retained earnings 129,214 126,082
Foreign currency translation adjustments (3,066) (7,656)
-------- --------
Total stockholders' equity 197,309 189,081
-------- --------
$535,644 $504,409
======== ========
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE> 4
TIFFANY & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
July 31, July 31,
------------------------- ---------------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $152,257 $114,233 $283,464 $223,714
Product return for Japan realignment 0 (115,000) 0 (115,000)
-------- -------- -------- --------
152,257 (767) 283,464 108,714
Cost of goods sold 73,336 58,786 137,344 117,486
Cost related to product return
for Japan realignment 0 (57,500) 0 (57,500)
-------- -------- -------- --------
Gross profit/(loss) 78,921 (2,053) 146,120 48,728
Selling, general and administrative
expenses 69,520 53,269 130,303 99,792
Provision for uncollectible accounts 383 353 686 906
-------- -------- ------- --------
Income/(loss) from operations 9,018 (55,675) 15,131 (51,970)
Other expenses, net 2,955 1,540 5,771 3,410
-------- -------- ------- --------
Income/(loss) before income taxes 6,063 (57,215) 9,360 (55,380)
Provision/(benefit) for income taxes 2,613 (24,665) 4,034 (23,867)
-------- -------- -------- --------
Net income/(loss) $ 3,450 $(32,550) $ 5,326 $(31,513)
======== ======== ======== ========
Net income/(loss) per share:
Primary $ 0.22 $ (2.06) $ 0.34 $ (2.00)
======== ======== ======== ========
Fully diluted $ 0.22 $ (2.06) $ 0.34 $ (2.00)
======== ======== ======== ========
Weighted average number of common shares:
Primary 15,895 15,780 15,845 15,759
Fully diluted 16,817 16,673 16,811 16,663
</TABLE>
See notes to consolidated financial statements
-4-
<PAGE> 5
TIFFANY & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Foreign
Total Common Stock Additional Currency
Stockholders' ------------------- Paid-In Retained Translation
Equity Shares Amount Capital Earnings Adjustments
------------ ------ ------ ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCES, January 31, 1994 $189,081 15,660 $157 $70,498 $126,082 $(7,656)
Exercise of stock options 70 3 - 70 - -
Tax benefit from exercise of
stock options 4 - - 4 - -
Cash dividends on common stock (1,096) - - - (1,096) -
Foreign currency translation
adjustments 2,698 - - - - 2,698
Net income 1,876 - - - 1,876 -
-------- ------ ---- ------- -------- -------
BALANCES, April 30, 1994 192,633 15,663 157 70,572 126,862 (4,958)
-------- ------ ---- ------- -------- -------
Exercise of stock options 320 16 - 320 - -
Tax benefit from exercise of
stock options 112 - - 112 - -
Cash dividends on common stock (1,098) - - - (1,098) -
Foreign currency translation
adjustments 1,892 - - - - 1,892
Net income 3,450 - - - 3,450 -
-------- ------ ---- ------- -------- -------
BALANCES, July 31, 1994 $197,309 15,679 $157 $71,004 $129,214 $(3,066)
======== ====== ==== ======= ======== =======
</TABLE>
See notes to consolidated financial statements
-5-
<PAGE> 6
TIFFANY & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
For the
Six Months Ended
July 31,
---------------------------------
1994 1993
---- ----
<S> <C> <C>
Cash Flows From Operating Activities:
Net income/(loss) $ 5,326 $(31,513)
Adjustments to reconcile net income/(loss) to net
cash provided by operating activities:
Depreciation and amortization 7,467 6,424
Provision for uncollectible accounts 686 906
Provision for product return 0 57,500
Reduction in reserve for product return (343) (25,732)
Deferred income taxes (489) (19,481)
Loss on sale of fixed assets 0 270
Postretirement benefit provision 1,502 950
(Increase)/decrease in assets and increase/
(decrease) in liabilities
Accounts receivable 10,065 (708)
Inventories (18,080) 7,586
Income taxes receivable (1,340) (10,630)
Prepaid expenses (2,442) (3,812)
Other assets (3,595) (1,299)
Accounts payable and accrued liabilities (7,690) 31,225
Income taxes payable (2,918) (2,852)
Merchandise and other customer credits 154 711
Other long-term liabilities (108) (2,019)
-------- --------
Net cash (used)/provided in operating activities (11,805) 7,526
-------- --------
Cash Flows From Investing Activities:
Capital expenditures (6,626) (8,174)
Other (133) -
-------- --------
Net cash used in investing activities (6,759) (8,174)
-------- --------
Cash Flows From Financing Activities:
Increase in short-term borrowings 22,877 2,415
Proceeds from exercise of stock options 390 406
Tax benefit from exercise of stock options 116 10
Cash dividends on common stock (2,194) (2,190)
-------- --------
Net cash provided by financing activities 21,189 641
-------- --------
Net decrease in cash and short-term investments 2,625 (7)
Cash and short-term investments at beginning
of year 4,994 6,672
-------- --------
Cash and short-term investments at end of six
months $ 7,619 $ 6,665
======== ========
Supplemental Disclosure Of Cash Flow Information:
Cash paid during the six months for:
Interest expense $ 7,006 $ 5,700
======== ========
Income taxes $ 8,551 $ 4,150
======== ========
</TABLE>
See notes to consolidated financial statements
-6-
<PAGE> 7
TIFFANY & CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements include the
accounts of Tiffany & Co. and all majority-owned domestic and foreign
subsidiaries (the "Company"). All material intercompany balances and
transactions have been eliminated. The statements are without audit
and, in the opinion of management, include all adjustments (which
include only normal recurring adjustments except for the adjustment
necessary as a result of the LIFO method of inventory valuation, which
is based on assumptions as to inflation rates and projected fiscal
year-end inventory levels) necessary to present fairly the Company's
financial position as of July 31, 1994 and the results of operations
and cash flows for the interim periods presented. The audited
financial statements for January 31, 1994 are presented without
accompanying footnotes which are included in the Company's Form 10-K
filing.
Since the Company's business is seasonal, with a higher proportion of
sales and income generated in the last quarter of the fiscal year, the
results of operations for the six months ended July 31, 1994 and 1993
are not necessarily indicative of the results of the entire fiscal
year.
2. INVENTORIES
Inventories at July 31, 1994 and January 31, 1994 are summarized as
follows:
<TABLE>
<CAPTION>
July 31, January 31,
1994 1994
----------- -----------
(in thousands)
<S> <C> <C>
Finished goods $241,711 $219,010
Raw materials 46,229 40,210
Work in process 6,919 5,097
-------- --------
294,859 264,317
Reserves (3,828) (2,035)
-------- --------
$291,031 $262,282
======== ========
</TABLE>
At July 31, 1994 and January 31, 1994, $202,727,000 and $177,379,000,
respectively, of inventories were valued using the LIFO method. The
excess of such inventories valued at replacement cost over the value
based upon the LIFO method was approximately $9,770,000 and $8,470,000
at July 31, 1994 and January 31, 1994, respectively. The LIFO
valuation method had the effect of decreasing net income/(loss) by
$.01 for the three month period ended July 31, 1994 and had no effect
for the period ended July 31,
-7-
<PAGE> 8
1993. The LIFO valuation method had the effect of decreasing net
income/(loss) by $0.05 and $0.06 per share for the six month periods
ended July 31, 1994 and 1993, respectively.
3. POSTEMPLOYMENT BENEFITS
Effective February 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 112, "Accounting for Postemployment Benefits"
("SFAS No. 112"), which requires the accrual of the cost of
postemployment benefits rather than expensing the costs when incurred.
These benefits include salary continuation, severance benefits,
disability benefits and continuation of health care benefits and life
insurance coverage for former employees after employment but before
retirement. The adoption of this standard did not have a material
impact on the Company's reported results of operation or financial
condition.
4. FOREIGN CURRENCY HEDGING PROGRAM
During the first quarter of 1994, the Company initiated a foreign
currency hedging program intended to reduce its risk on foreign
currency denominated transactions. In connection with this program,
the Company will from time to time enter into foreign currency
purchased put options and forward exchange contracts, which are
designated as hedges of commitments to purchase merchandise and settle
liabilities in foreign currencies. The market value gains and losses
on these foreign exchange contracts are deferred and then recognized
when the related transactions are settled. At July 31, 1994, the
Company had outstanding purchased put options maturing at various
dates through October 25, 1995, giving it the right, but not the
obligation to sell 6,444,000,000 yen at certain predetermined contract
exchange rates. If current market conditions continue under which
the market yen exchange rates at maturity are below the contract
rates, the Company will allow the options to expire. The Company's
pre-tax expense related to purchasing these yen-put options was
$184,000 for the three month period ended July 31, 1994 and
$366,000 for the six month period ended July 31, 1994.
5. EARNINGS PER SHARE
Primary earnings per common share data has been computed by dividing
net income by the weighted average number of shares outstanding during
the period, including dilutive stock options. Fully diluted earnings
per common share has been computed by dividing net income, after
giving effect to the elimination of interest expense and bond
amortization fees, net of income tax effect, applicable to the
convertible subordinated debentures, by the weighted average number of
shares outstanding including dilutive stock options and the assumed
conversion of the subordinated debentures using the "if converted"
method.
6. SUBSEQUENT EVENT
On August 22, 1994, the Company's Board of Directors declared a
quarterly dividend of $0.07 per common share. This dividend will be
paid on October 11, 1994 to stockholders of record on September 20,
1994.
-8-
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company operates three channels of distribution: U.S. Retail includes
retail sales in Company-operated stores in the U.S. and wholesale sales to
independent retailers in North America; Direct Marketing includes corporate
(business-to-business) and catalog sales; and International Retail includes
retail sales through Company-operated stores and boutiques, corporate sales,
and wholesale sales to independent retailers and distributors, primarily in
Asia-Pacific, Europe, Canada and the Middle East.
Net sales increased 33% to $152,257,000 in the three months (second quarter)
ended July 31, 1994 and increased 27% to $283,464,000 in the six months (first
half) ended July 31, 1994.
U.S. Retail sales in the second quarter increased 12% over 1993 and first half
sales increased 15%. Comparable store sales in the second quarter and first
half increased 10% and 12%, respectively. These sales increases were primarily
generated by local-market consumers, not foreign tourists.
Direct Marketing sales rose 8% and 6% in the second quarter and first half,
respectively, primarily due to higher catalog sales.
International Retail sales were $63,782,000 in the second quarter and
$118,959,000 in the first half, representing increases of 85% and 54%,
respectively. International Retail sales in 1994 and 1993 are not comparable
due to the Company's realignment of its Japan business in July 1993 (see
below). In general, weak economic conditions and cautious consumer spending
negatively affected the Company's sales in Japan and in certain European
countries. When measured in Japanese yen, sales in Company-operated boutiques
that were open more than one year increased 1% in the second quarter and
declined 5% in the first half from the corresponding 1993 periods (including
retail sales made in boutiques which were in 1993 operated by Mitsukoshi Ltd.).
Management attributes the recent improvement in Japan primarily to the
Company's merchandising and marketing/publicity initiatives, as well as to
favorable consumer response to recent price reductions effected by the Company.
The Company continued to achieve sales growth in other Asian-Pacific markets
apart from Japan. In Europe, comparable retail store sales increased 11% in the
second quarter but declined 5% in the first half. Relative sales strength has
been concentrated in London and Zurich.
In July 1993, the Company effected a realignment of its business in Japan by
assuming merchandising and marketing responsibilities for each of the 29
TIFFANY & CO. boutiques previously operated by Mitsukoshi Ltd., an operator of
department stores. As part of this transaction, the Company agreed to
repurchase $115,000,000 of merchandise previously sold to Mitsukoshi. As a
consequence, the Company recorded a $115,000,000 provision for product return
in the second quarter of 1993 which reduced gross profit by $57,500,000 and
reduced net income
-9-
<PAGE> 10
by $32,700,000 (net of income tax benefit of $24,800,000), or $2.07 per share.
At July 31, 1994, approximately $30,000,000 of merchandise remained to be
repurchased throughout the period ending February 28, 1998. No further charges
or sales reversals are anticipated in connection with this transaction.
Under the new arrangement, Mitsukoshi no longer purchases TIFFANY & CO.
merchandise on a wholesale basis for resale in Japan. Instead, Mitsukoshi acts
for the Company in the sale of merchandise owned by the Company and the Company
recognizes as revenues the retail price charged to the ultimate consumer in
Japan, as opposed to the wholesale price previously charged to Mitsukoshi. As a
result, the Company's reported sales in the second quarter and first half of
1994 showed a significant increase due to the Japan realignment. The Company
now holds inventories for sale, establishes retail prices, bears the risk of
currency fluctuations, provides one or more brand managers in each boutique,
controls merchandising and display within the boutiques, manages inventory and
controls and funds all advertising and publicity programs with respect to
TIFFANY & CO. merchandise. Mitsukoshi is paid at the rate of approximately 27%
of retail sales in compensation for providing boutique facilities and sales and
clerical staff, as well as for the collection of receivables and security of
store inventories. The new arrangement entails greater seasonality in sales
for the Company than did the prior wholesale arrangement with Mitsukoshi. The
Company is experiencing greater expenses in Japan under the new arrangement,
but is also recording higher revenues at the retail level. In general,
management believes that the Company's increased revenues and corresponding
gross profit more than offset the increased expenses.
In addition, as a result of this business realignment in Japan, the Company's
reported sales and earnings results benefit from a strengthening Japanese yen
and are adversely affected by a strengthening U.S. dollar. However, in early
fiscal 1994, the Company initiated a foreign currency hedging program intended
to reduce the negative impact of changes in the dollar-yen relationship on
the Company's financial results. The Company's pre-tax expense related to
purchasing these yen-put options was $184,000 in the second quarter and
$366,000 in the first half of fiscal 1994.
Since the realignment, the Company has initiated a number of changes in its
Japan business that have affected sales, gross margins, inventory levels and
operating expenses.
In June 1994, the Company reduced Japan retail prices by approximately 25% on
products that represent approximately 55% of Japan retail sales. This
reduction was taken to make pricing for TIFFANY & CO. brand merchandise more
competitive with both Japanese and imported brands by reducing the premium over
U.S. prices. In the past, typical retail prices of imported luxury goods in
Japan reflected a substantial premium to "home market" prices, although a more
recent trend among retailers in Japan has been to reduce that premium. The
premium over U.S. prices for TIFFANY & CO. products is now approximately 50%,
based on current exchange rates, and management believes that such pricing is
competitive. Price reductions for solitaire diamond rings of approximately 20%
taken in October 1993 resulted in increased unit volume in that product
category; as a result of that experience, management believes that the recent
price reduction, despite reduced gross margin, will positively affect sales and
earnings in Japan.
-10-
<PAGE> 11
Other changes made since the realignment, some of which are still in progress,
include the establishment of model stock inventories for each boutique, the
installation of the Company's merchandise replenishment system which expedites
the flow of merchandise to the boutiques in Japan, the introduction of several
new jewelry collections in Japan, an increase in advertising expenditures
directed to Japan and improved visual merchandising within the boutiques.
Gross profit as a percentage of net sales (gross margin) was 51.8% and 51.5% in
the second quarter and first half, respectively. This compared with gross
margins of 48.5% and 47.5% (excluding the effect of the nonrecurring charge
related to the Japan business realignment) in 1993's second quarter and first
half, respectively, The year-over-year increases were primarily due to the
effect of recording higher retail sales as part of the Japan business
realignment. Management expects the Company's gross margins in the second half
of fiscal 1994 to be affected by October 1993 and June 1994 price reductions
in Japan.
Operating expenses (selling, general and administrative expenses and the
provision for uncollectible accounts) in both the second quarter and first half
of 1994 increased 30% above the prior year. Management attributes the increases
primarily to the effect of the Japan business realignment, and expects a
substantially decelerated rate of expense increase in the second half of fiscal
1994.
Other expenses increased in the second quarter and first half of 1994,
primarily due to interest expense related to higher average short-term
borrowings.
As a result of the above factors, net income in 1994's second quarter was
$3,450,000, or $0.22 per share, compared with 1993's second quarter net
earnings of $162,000, or $0.01 per share, excluding a nonrecurring charge for
the Japan business realignment and a net loss of $32,550,000, or $2.06 per
share, including the charge. In 1994's first half, net income was $5,326,000,
or $0.34 per share, compared with 1993's net earnings of $1,199,000, or $0.08
per share, excluding the charge, and a net loss of $31,513,000, or $2.00 per
share, including the charge.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
Management believes that the Company's financial condition at July 31, 1994
provides sufficient liquidity and resources to support current business
activity and planned expansion.
Working capital and the corresponding current ratio were $219,500,000 and 2.3:1
at July 31, 1994 compared with $212,266,000 and 2.4:1 at January 31, 1994.
Accounts receivable at July 31, 1994 declined 13% from January 31, 1994 due to
seasonal reductions. Inventories (the largest component of working capital)
-11-
<PAGE> 12
increased 11% from January 31, 1994 to July 31, 1994, primarily due to the
effect of translating foreign inventories into U.S. dollars, merchandise
purchases to support sales growth, new store openings and expanded product
offerings. The Company's objective is to improve comparable store inventory
productivity in 1994.
Capital expenditures were $6.6 million in the first half of fiscal 1994,
compared with $8.2 million in the first half of 1993.
Total debt (short-term borrowings and long-term debt) and its ratio to total
capital (total debt and stockholders' equity) were $189,087,000 and 49%,
respectively, at July 31, 1994, compared with $160,789,000 and 46%,
respectively, at January 31, 1994.
The Company's sources of working capital continue to be internally generated
funds, as well as funds available under a $100,000,000 revolving credit
facility and a yen 2,500,000,000 (approximately $25.0 million) line of credit.
Management anticipates that these sources of funds will be sufficient to
support planned worldwide business expansion, as well as seasonal working
capital increases typically required during the third and fourth quarters of
the year.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
At Registrant's Annual Meeting of Stockholders held on May 19,
1994 each of the nominees listed below was elected a director
of Registrant to hold office until the next annual meeting of
the stockholders and until his or her respective successor has
been elected and qualified. Tabulated with the name of each
of the nominees elected is the number of Common shares cast
for each nominee and the number of Common shares withholding
authority to vote for each nominee. There were no broker
non-votes or abstentions with respect to the election of
directors.
<TABLE>
<CAPTION>
Nominee Voted For Withholding Authority
------- --------- ---------------------
<S> <C> <C>
William R. Chaney 13,978,127 55,566
Jane Dudley 13,975,786 57,907
Samuel L. Hayes III 13,978,190 55,503
Charles K. Marquis 13,978,379 55,314
Yoshiaki Sakakura 13,844,426 189,267
William A. Shutzer 13,978,094 55,599
Geraldine Stutz 13,941,033 92,660
</TABLE>
At such meeting, the stockholders approved the appointment of
Coopers & Lybrand as independent auditors of the Company's
fiscal 1994 financial statements. With respect to such
appointment, 13,951,494 shares were voted to approve, 15,711
shares were voted
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<PAGE> 13
against, and 66,488 shares abstained from voting. There were
no broker non-votes with respect to the approval of the
appointment of Coopers & Lybrand.
At such meeting, the stockholders also approved the Company's
1986 Stock Option Plan (the "Plan"), as amended. Amendments
made to the Plan in 1994 and approved by the stockholders (i)
extended the term of the Plan (the date after which options
under the Plan may not be granted) to January 31, 2001, (ii)
increased by 500,000 the number of shares of Common Stock
available for issuance under the Plan, (iii) require that the
director committee which determines option grants under the
Plan be comprised of at least two directors, each of whom is
an "outside director" for the purposes of Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder, and (iv) limit the maximum
number of shares of Common Stock as to which options may be
granted under the Plan to any one eligible employee during a
fiscal year to 50,000. With respect to such approval,
9,841,407 shares were voted to approve, 2,108,924 shares were
voted against, and 318,761 shares abstained from voting.
There were 1,764,601 broker non-votes with respect to the
approval of the Company's 1986 Stock Option Plan, as amended.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement re Computation of Per
Share Earnings.
(b) Reports on Form 8-K
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TIFFANY & CO.
(Registrant)
Date: September 13, 1994 By: /s/ James N. Fernandez
------------------------------
James N. Fernandez
Senior Vice President - Finance
and Chief Financial Officer
(principal financial officer)
-13-
<PAGE> 14
EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Page *
- - ----------- ---------------
11 Statement re Computation
of Per Share Earnings 15
27 Financial Data Schedule
- - ---------------------
* This information appears only
in the manually signed copy of this
Report filed with the Securities and Exchange
Commission.
-14-
<PAGE> 1
Item 6.
EXHIBIT 11
TIFFANY & CO. AND SUBSIDIARIES
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -------------------------
July 31, July 31, July 31, July 31,
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net income/(loss) on which primary
earnings per share are based $ 3,450 $(32,550) $ 5,326 $(31,513)
======== ======== ======== ========
Weighted average number of shares on
which primary earnings are based 15,895 15,780 15,845 15,759
======== ======== ======== ========
Primary net income/(loss) per
common share $ 0.22 $ (2.06) $ 0.34 $ (2.00)
======== ======== ======== ========
FULLY DILUTED EARNINGS PER SHARE:
Net income/(loss) on which primary
earnings per share are based $ 3,450 $(32,550) $ 5,326 $(31,513)
Add:
Interest and fees on convertible
subordinated debt, net of
applicable income taxes 494 461 988 922
-------- -------- -------- --------
Net income/(loss) on which fully diluted
earnings per share are based $ 3,944 $(32,089) $ 6,314 $(30,591)
======== ======== ======== ========
Weighted average number of common
shares used in calculating
fully diluted earnings per share 15,924 15,780 15,918 15,770
Shares assumed issued upon conversion
of convertible debt, using
"if converted" method 893 893 893 893
--------- -------- -------- -------
Weighted average number of shares
used in calculating fully diluted
earnings per share 16,817 16,673 16,811 16,663
========= ======== ======== =======
Fully diluted net income/(loss) per
common share $ 0.22 $ (2.06) $ 0.34 $ (2.00)
========= ======== ======== =======
</TABLE>
NOTE: In anticipation of the 6 3/8% Convertible Subordinated Debenture's
dilutive effect in the fourth quarter, fully diluted earnings per share
reflect the weighted average number of common shares outstanding under
the "if converted" method which assumes conversion as of the bond
issuance date of the Debentures. Since the "if converted" method had
the effect of increasing fully diluted earnings per share
(anti-dilutive) for the three and six months ended July 31, 1994,
primary earnings per share was used for financial statement presentation
purposes.
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's consolidated balance sheets and consolidated statements of income
submitted herewith and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-2
<FISCAL-YEAR-END> JAN-31-1995
<PERIOD-START> MAY-01-1994
<PERIOD-END> JUL-31-1994
<CASH> 7,619
<SECURITIES> 0
<RECEIVABLES> 59,397
<ALLOWANCES> (1,880)
<INVENTORY> 291,031
<CURRENT-ASSETS> 392,065
<PP&E> 139,896
<DEPRECIATION> (41,465)
<TOTAL-ASSETS> 535,644
<CURRENT-LIABILITIES> 172,566
<BONDS> 0
<COMMON> 157
0
0
<OTHER-SE> 197,152
<TOTAL-LIABILITY-AND-EQUITY> 535,644
<SALES> 152,257
<TOTAL-REVENUES> 152,257
<CGS> 73,336
<TOTAL-COSTS> 143,239
<OTHER-EXPENSES> 2,955
<LOSS-PROVISION> 383
<INTEREST-EXPENSE> 2,659
<INCOME-PRETAX> 6,063
<INCOME-TAX> 2,613
<INCOME-CONTINUING> 3,450
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,450
<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0.22
</TABLE>
