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 April 30, 1997. 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)
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
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, 34,823,894 shares outstanding at the close
of business on April 30, 1997.
<PAGE>
TIFFANY & CO. AND SUBSIDIARIES
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED APRIL 30, 1997
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheets - April 30, 1997
(Unaudited), January 31, 1997 and
April 30,1996 (Unaudited) 3
Consolidated Statements of Earnings - for the
three months ended April 30, 1997
and 1996 (Unaudited) 4
Consolidated Statements of Stockholders' Equity -
for the three months ended April 30, 1997
(Unaudited) 5
Consolidated Statements of Cash Flows - for
the three months ended April 30, 1997
and 1996 (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 6. Exhibits and Reports on Form 8-K 13
(a) Exhibits
(b) Reports on Form 8-K
- 2 -
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TIFFANY & CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
April 30, January 31, April 30,
1997 1997 1996*
----------- ----------- ----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 87,073 $ 117,161 $ 40,168
Short-term investments 15,000 - -
Accounts receivable, less allowances
of $6,922, $6,864 and $5,753 61,297 80,772 68,161
Inventories 343,438 335,389 349,017
Deferred income taxes 15,790 14,297 8,438
Prepaid expenses 24,760 21,364 24,067
--------- --------- ---------
Total current assets 547,358 568,983 489,851
Property and equipment, net 129,118 129,346 118,933
Deferred income taxes 9,542 10,259 8,796
Other assets, net 30,518 30,830 35,837
--------- --------- ---------
$ 716,536 $ 739,418 $ 653,417
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 63,066 $ 76,338 $ 62,005
Accounts payable and accrued liabilities 109,207 110,068 107,046
Income taxes payable 5,714 25,829 1,940
Merchandise and other customer credits 14,559 14,237 11,253
--------- --------- ---------
Total current liabilities 192,546 226,472 182,244
Reserve for product return 5,800 5,800 9,537
Long-term debt 90,855 92,675 149,085
Postretirement/employment benefit obligation 19,525 19,191 18,513
Other long-term liabilities 17,141 17,016 15,964
Commitments and contingencies
Stockholders' equity:
Common Stock, $.01 par value; authorized
60,000 shares, issued 34,824, 34,529 and 32,390 348 345 324
Additional paid-in capital 158,354 150,045 91,568
Retained earnings 245,101 237,959 189,769
Foreign currency translation adjustments (13,134) (10,085) (3,587)
--------- --------- ---------
Total stockholders' equity 390,669 378,264 278,074
--------- --------- ---------
$ 716,536 $ 739,418 $ 653,417
========= ========= =========
</TABLE>
*Reclassified for comparative purposes.
See notes to consolidated financial statements.
- 3 -
<PAGE>
TIFFANY & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the
Three Months Ended
April 30,
-------------------
1997 1996
-------- --------
<S> <C> <C>
Net sales $199,699 $180,741
Cost of sales 93,445 87,375
-------- --------
Gross profit 106,254 93,366
Selling, general and administrative
expenses 89,212 80,740
Provision for uncollectible accounts 339 348
-------- --------
Earnings from operations 16,703 12,278
Other expenses, net 1,124 3,340
-------- --------
Earnings before income taxes 15,579 8,938
Provision for income taxes 6,699 3,861
-------- --------
Net earnings $ 8,880 $ 5,077
======== ========
Net earnings per share:
Primary $ 0.25 $ 0.15
======== ========
Fully diluted $ 0.25 $ 0.15
======== ========
Weighted average number of common shares:
Primary 35,911 33,400
Fully diluted 35,998 35,396
</TABLE>
See notes to consolidated financial statements.
- 4 -
<PAGE>
TIFFANY & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Foreign
Total Additional Currency
Stockholders' Common Stock Paid-In Retained Translation
Equity Shares Amount Capital Earnings Adjustments
------------- ------------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCES, January 31, 1997 $378,264 34,529 $345 $150,045 $237,959 $(10,085)
Issuance of Common Stock 1,800 50 1 1,799
Exercise of stock options 3,802 245 2 3,800
Tax benefit from exercise of
stock options 2,710 2,710
Cash dividends on Common Stock (1,738) (1,738)
Foreign currency translation
adjustments (3,049) (3, 049)
Net earnings 8,880 8,880
-------- ------- ---- -------- -------- ---------
BALANCES, April 30, 1997 $390,669 34,824 $348 $158,354 $245,101 $(13,134)
======== ======= ==== ======== ======== =========
</TABLE>
See notes to consolidated financial statements.
- 5 -
<PAGE>
TIFFANY & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
For the
Three Months Ended
April 30,
----------------------
1997 1996*
--------- ---------
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 8,880 $ 5,077
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 5,373 4,752
Provision for uncollectible accounts 339 348
Reduction in reserve for product return - (1,701)
Provision for inventories 3,546 1,657
Deferred income taxes (847) 861
Provision for postretirement/employment benefits 334 482
Changes in assets and liabilities:
Accounts receivable 17,174 11,738
Inventories (18,791) (37,758)
Prepaid expenses (3,579) (3,446)
Other assets, net (498) (9,223)
Accounts payable 7,254 7,441
Accrued liabilities (5,133) (7,218)
Income taxes payable (19,942) (17,806)
Merchandise and other customer credits 322 199
Other long-term liabilities 458 135
--------- ---------
Net cash used in operating activities (5,110) (44,462)
--------- ---------
Cash Flows From Investing Activities:
Purchase of short-term investments (15,000) -
Capital expenditures (5,396) (8,077)
Proceeds from lease incentives 831 -
--------- ---------
Net cash used in investing activities (19,565) (8,077)
--------- ---------
Cash Flows From Financing Activities:
Payments on short-term borrowings (10,187) (17,411)
Prepayment of long-term trade payable - (25,876)
Proceeds from issuance of long-term debt - 47,047
Proceeds from exercise of stock options 3,802 6,809
Tax benefit from exercise of stock options 2,710 1,303
Cash dividends on Common Stock (1,738) (1,131)
--------- ---------
Net cash (used in) provided by financing activities (5,413) 10,741
--------- ---------
Net decrease in cash and cash equivalents (30,088) (41,798)
Cash and cash equivalents at beginning of year 117,161 81,966
--------- ---------
Cash and cash equivalents at end of three months $ 87,073 $ 40,168
========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the three months for:
Interest $ 1,536 $ 4,181
========= =========
Income taxes $ 24,625 $ 19,311
========= =========
Supplemental Schedule of Noncash Investing and
Financing Activities:
Issuance of Common Stock for the Employee Profit
Sharing and Retirement Savings Plan $ 1,800 $ 1,000
========= =========
</TABLE>
*Reclassified for comparative purposes.
See notes to consolidated financial statements.
- 6 -
<PAGE>
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 including the adjustment
necessary as a result of the use 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 April 30, 1997 and the results
of operations and cash flows for the interim periods presented. The
financial statements for January 31, 1997 are derived from the audited
financial statements which are included in the Company's report on Form
10-K, which should be read in connection with these financial
statements. In accordance with the rules of the Securities and Exchange
Commission, these financial statements do not include all disclosures
required by generally accepted accounting principles.
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 three months ended April 30, 1997 and
1996 are not necessarily indicative of the results of the entire fiscal
year.
2. INVENTORIES
-----------
Inventories at April 30, 1997, January 31, 1997 and April 30, 1996 are
summarized as follows:
<TABLE>
<CAPTION>
April 30, January 31, April 30,
(in thousands) 1997 1997 1996
--------------- --------- --------- ---------
<S> <C> <C> <C>
Finished goods $ 293,322 $ 286,109 $ 291,727
Raw materials 47,525 47,969 52,296
Work-in-process 6,468 3,054 8,693
--------- --------- ---------
347,315 337,132 352,716
Reserves (3,877) (1,743) (3,699)
--------- --------- ---------
$ 343,438 $ 335,389 $ 349,017
========= ========= =========
</TABLE>
At April 30, 1997, January 31, 1997 and April 30, 1996, $264,694,000,
$249,904,000 and $256,800,000, respectively, of inventories were valued
using the LIFO method. The excess of current cost over the LIFO
inventory value was $16,041,000 at April 30, 1997, $14,870,000 at
January 31, 1997 and $12,935,000 at April 30, 1996. The LIFO valuation
method had the effect of decreasing net earnings by $0.02 per share in
each of the three month periods ended April 30, 1997 and 1996.
- 7 -
<PAGE>
3. EARNINGS PER SHARE
------------------
Primary earnings per common share is computed based on the weighted
average number of shares of common stock and common stock equivalents
outstanding during the period, including dilutive stock options. The
computation of fully diluted earnings per common share reflects the
assumed conversion of the 6-3/8% Convertible Subordinated Debentures
for the three months ended April 30, 1996, which were converted or
redeemed during the year ended January 31, 1997.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share," ("SFAS No. 128") designed to improve the earnings per share
("EPS") information provided in financial statements and replaces the
presentation of previously disclosed EPS with basic and diluted EPS.
This standard is effective for the Company's financial statements for
the fiscal year ending January 31, 1998. Based upon the Company's
current capitalization structure, the adoption of SFAS No. 128 is not
expected to have a material impact on the Company's reported EPS.
4. FINANCIAL HEDGING INSTRUMENTS
-----------------------------
In accordance with the Company's foreign currency hedging program, at
April 30, 1997 the Company had outstanding purchased put options
maturing at various dates through April 23, 1998, giving it the right,
but not the obligation, to sell yen 8,020,000,000 for dollars at
predetermined contract-exchange rates. The deferred unrealized gain on
the Company's purchased put options amounted to $8,875,000 at April 30,
1997. If the market yen-exchange rates at maturity are below the
contract rates, the Company will allow the options to expire.
To mitigate exchange rate fluctuations related to intercompany
inventory purchases for the Company's business in Japan, the Company
enters into forward exchange yen contracts. At April 30, 1997, the
Company had $9,011,000 of such contracts outstanding, which
subsequently matured on May 27, 1997. At April 30, 1996, the Company
had $17,470,000 of such contracts outstanding, which subsequently
matured on May 28, 1996.
5. SUBSEQUENT EVENT
----------------
On May 15, 1997, the Company's Board of Directors approved a 40%
increase in the Company's quarterly cash dividend on its Common Stock,
increasing it from $.05 per share to $.07 per share. This dividend will
be paid on July 10, 1997 to stockholders of record on June 20, 1997.
- 8 -
<PAGE>
PART I. FINANCIAL INFORMATION
- -------------------------------
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- -------------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
Overview
- --------
The Company operates three channels of distribution: U.S. Retail includes retail
sales in Company-operated stores in the U.S., wholesale sales to independent
retailers in the U.S. and wholesale sales of fragrance products to independent
retailers in the Americas; Direct Marketing includes corporate
(business-to-business) and catalog sales in the U.S.; and International Retail
includes retail sales through Company-operated stores and boutiques, corporate
sales and wholesale sales to independent retailers and distributors in the
Asia-Pacific region, Europe, Canada, the Middle East and Latin America.
The Company's net sales rose 10% to $199,699,000 in the first quarter of Fiscal
1997 which, combined with a higher gross margin and a slightly lower expense
ratio, resulted in net earnings increasing 75% to $8,880,000, or $0.25 per
share, compared with $5,077,000, or $0.15 per share, in the prior year.
Net sales by channel of distribution
- ------------------------------------
Three Months
Ended April 30,
---------------------
(in thousands) 1997 1996
- -------------- --------- --------
U.S. Retail $ 87,734 $ 80,396
Direct Marketing 16,727 18,918
International Retail 95,238 81,427
-------- --------
$199,699 $180,741
======== ========
Percentage of Net Sales
- -----------------------
U.S. Retail 44% 45%
Direct Marketing 8 10
International Retail 48 45
--- ---
100% 100%
========= =========
U.S. Retail sales increased 9% in the first quarter primarily due to 7%
comparable store sales growth. Sales in the Company's flagship New York store
rose 3% while comparable branch store sales rose 9%, principally due to
increased retail transactions and higher spending by local-resident customers,
which represents the greatest proportion of sales. Foreign tourist spending
declined in the quarter. Strong performance in new U.S. stores opened in the
past year, in Chevy Chase, Maryland and Bergen County, New Jersey, also
contributed to the U.S. Retail sales increase.
The Company's U.S. expansion plans in Fiscal 1997 include opening four new
TIFFANY & CO. stores: in June a 6,500 square foot store in Palo Alto,
California; and in the fall a 7,400 square foot store in Cincinnati, Ohio, a
6,500 square foot store in Chestnut Hill, Massachusetts (a suburb of Boston) and
a 3,700 square foot store in Charlotte, North Carolina. These stores are
designed as "smaller-format stores" which include an increased percentage of
selling space and generate higher-than-historical sales productivity. In
addition, in the fall the Company's existing store in Chicago is scheduled to
relocate to a new retail location on North Michigan Avenue.
- 9 -
<PAGE>
Direct Marketing sales declined 12% in the first quarter due to a 6% decline in
corporate sales (which represent the larger portion of Direct Marketing sales)
and a 22% decline in catalog sales. In both cases, sales were adversely affected
by the Company's transition to its new Customer Service/Distribution Center in
Parsippany, New Jersey in early April 1997, which subsequently affected order
processing and resulted in a decline in the number of orders shipped in the
first quarter. The Center includes new distribution management systems and
procedures. By early June, productivity at the Center had significantly
improved, and management anticipates that further improvements in productivity,
as well as a reduced order backlog, will be achieved during the remainder of the
second quarter. In the Corporate division, the Company continues to establish a
presence in additional U.S. markets in order to increase overall market
penetration while, in the Catalog division, the Company continues to increase
its mailings and anticipates a 12% increase in mailings to 23 million catalogs
for Fiscal 1997.
International Retail sales rose 17% in the first quarter due to sales growth in
all key regions. In Japan, the Company's largest international market, total
local-currency- denominated retail sales rose 50%, due to 26% comparable store
sales growth and incremental sales from the Company's Tokyo flagship store that
opened in May 1996. Management believes that Japanese retail sales growth in
1997's first quarter was significantly affected by increased consumer spending
in anticipation of an April 1, 1997 increase in the consumption tax.
The Company's reported sales and earnings results reflect either a
translation-related benefit from a strengthening Japanese yen or a detriment
from a strengthening U.S. dollar. When translated into U.S. dollars,
yen-denominated sales growth was partially offset by the effect of a weakening
yen against the dollar in comparison to the prior year. Despite the weaker yen,
total Japan retail sales rose 29% in the first quarter when translated into U.S.
dollars. The Company regularly monitors its retail and wholesale pricing in
relation to changes in foreign currency rates and local economic and competitive
conditions. The Company also maintains a foreign currency hedging program for
merchandise purchase transactions initiated from Japan in order to reduce the
potential negative impact on the Company's financial results of a significant
strengthening of the U.S. dollar against the yen. In the recent past, the
hedging program has achieved its objective by stabilizing product costs despite
exchange rate fluctuations. However, as a result of the continued weakening of
the yen versus the dollar, effective February 1, 1997 the Company raised its
retail prices in Japan by an average of 8% primarily on non-diamond merchandise.
In Company-operated retail stores and boutiques comparable local currency store
sales growth of 16% was achieved in other Asia-Pacific markets and 32%
comparable local currency store sales growth was achieved in Europe.
Gross margin
- ------------
Gross profit as a percentage of net sales was 53.2% in 1997's first quarter,
compared with 51.7% in the prior year. The increase was primarily due to a shift
in sales mix toward the Company's retail businesses, especially in Japan. The
Company's ongoing gross margin and pricing strategy is to offset product-cost
increases with higher retail selling prices and, thereby, maintain gross margin
at prior-year levels.
- 10 -
<PAGE>
Operating expenses
- ------------------
Selling, general and administrative expenses including the provision for
uncollectible accounts increased 10% in the first quarter. The increase was
largely due to incremental occupancy, staffing and marketing expenses related to
the Company's worldwide expansion program, as well as to sales-related variable
expenses and increased labor and shipping costs needed to effect the transition
to the Company's new Customer Service Center. The ratio of operating expenses to
net sales was 44.8% in 1997's first quarter, compared with 44.9% in the prior
year. Management's ongoing objective is to reduce the expense ratio by
leveraging the Company's fixed cost base.
Earnings from operations
- ------------------------
As a result of the above factors, earnings from operations in the first quarter
increased 36% over 1996 and, as a percentage of net sales, rose 1.6 points to
8.4%.
Other expenses, net
- -------------------
A decline in other expenses, net in the first quarter primarily resulted from
lower interest expense related to lower net-debt levels compared with the prior
year, due to the conversion or redemption in June 1996 of the Company's
$50,000,000 principal amount 6-3/8% Convertible Subordinated Debentures Due
2001, as well as internally-generated cash flow that resulted in higher interest
income. On the basis of current plans, interest rates and foreign currency
exchange rates, management expects interest expense on net-debt in the remaining
quarters of Fiscal 1997 to be below the prior year, although by more modest
amounts than in the first quarter.
FINANCIAL CONDITION
- -------------------
Liquidity and capital resources
- -------------------------------
The Company's liquidity needs have been, and are expected to remain, primarily a
function of its seasonal working capital requirements which have increased due
to significant growth in the Company's business. Management believes that the
Company's financial condition at April 30, 1997 provides sufficient resources to
support current business activities and planned expansion. Working capital
(current assets minus current liabilities) and the corresponding current ratio
(current assets divided by current liabilities) were $354,812,000 and 2.8:1 at
April 30, 1997, compared with $342,511,000 and 2.5:1 at January 31, 1997.
Inventories, representing 48% of total assets at April 30, 1997, increased 2%
from January 31, 1997 and inventory turnover was maintained at 1.0 times. Higher
inventories have been required to support sales growth, new stores and expanded
product offerings. The Company's ongoing objective is to improve inventory
performance through: refinement of worldwide replenishment systems; focus on the
specialized disciplines of product development, assortment planning and
inventory management; improved presentation and management of display
inventories in each store; assortment editing by product category; and a
time-phased program of improvements in warehouse management and supply-chain
logistics.
Capital expenditures were $5,396,000 in the first quarter of Fiscal 1997,
compared with $8,077,000 in 1996's first quarter. The decrease was due to
nonrecurring expenditures related to the opening of the Company's flagship store
in Tokyo, Japan in May 1996. Based on current plans, the Company expects that
capital expenditures will be approximately $50,000,000 in Fiscal 1997, compared
with $39,884,000 in Fiscal 1996, largely due to an increased number of new store
openings and relocations.
- 11 -
<PAGE>
The Company incurred a net cash outflow from operating activities of $5,110,000
in 1997's first quarter, compared with an outflow of $44,462,000 in the prior
year. The improvement was principally due to lower inventory purchases compared
with 1996's first quarter. Net-debt (short-term borrowings plus long-term debt
minus cash and cash equivalents and short-term investments) and the
corresponding ratio of net-debt as a percentage of total capital (net-debt plus
stockholders' equity) was $51,848,000 and 12% at April 30, 1997, compared with
$51,852,000 and 12% at January 31, 1997.
The Company's sources of working capital are internally-generated cash flows
available under a five-year, $130,000,000 multicurrency, noncollateralized
revolving credit facility which expires on June 30, 2000. Management anticipates
that internally-generated cash flows and funds available under the revolving
credit facility will be sufficient to support the Company's planned worldwide
business expansion, as well as seasonal working capital increases typically
required during the third and fourth quarters of the year.
Seasonality
- -----------
The Company's business is seasonal in nature, with the fourth quarter typically
representing a proportionally greater percentage of annual sales, earnings from
operations and cash flow. Management expects such seasonality to continue.
Risk Factors
- ------------
This document contains certain "forward looking statements" concerning the
Company's objectives and expectations with respect to new store openings, retail
prices, gross margin, expenses, inventory performance, capital expenditures and
cash flow. Also, management makes other forward-looking statements from time to
time concerning objectives and expectations for sales, earnings and cash flow.
As a retailer, the Company's success in achieving its objectives and
expectations is dependent upon economic conditions and consumer attitudes and,
in making forward-looking statements, management assumes that existing
conditions and attitudes will prevail. However, certain assumptions are specific
to the Company and/or the markets in which it operates. The following
assumptions, among others, are "risk factors" which could affect the likelihood
that the Company will achieve the objectives and expectations communicated by
management: (i) that new stores and other sales locations can be leased or
otherwise obtained on suitable lease terms in desired markets and that
construction can be completed on a timely basis; (ii) that existing product
supply arrangements, including license agreements with third-party designers,
will continue; (iii) that the market for high-quality cut diamonds will provide
continuity of supply and pricing; (iv) that new systems for inventory
management, warehousing and distribution can be successfully integrated with the
Company's existing distribution channels; and (v) that the exchange relationship
between the Japanese yen and the U.S. dollar will not substantially change
during Fiscal 1997.
- 12 -
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement re Computation of Per Share Earnings.
27 Financial Data Schedule (SEC/EDGAR only).
(b) Reports on Form 8-K
On March 5, 1997 Registrant filed a report on Form 8-K
reporting that Registrant issued a press release announcing
its sales and earnings for the three-month period and fiscal
year ended January 31, 1997.
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: June 13, 1997 By: /s/ James N. Fernandez
------------------------------------
James N. Fernandez
Senior Vice President - Finance
and Chief Financial Officer
(principal financial officer)
- 13 -
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Page
11 Statement re Computation 16
of Per Share Earnings
27 Financial Data Schedule --
(submitted to SEC only)
- 14 -
Item 6. TIFFANY & CO. AND SUBSIDIARIES
EXHIBIT 11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the
Three Months Ended
April 30,
--------------------
1997 1996
------- -------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net earnings on which primary
earnings per share are based $ 8,880 $ 5,077
======= =======
Weighted average number of
common shares 34,722 32,256
Add:
Weighted average effect of the
exercise of stock options 1,189 1,144
------- -------
Weighted average number of shares on
which primary earnings are based 35,911 33,400
======= =======
Primary net earnings per common share $ 0.25 $ 0.15
======= =======
FULLY DILUTED EARNINGS PER SHARE:
Net earnings on which primary earnings
per share are based $ 8,880 $ 5,077
Add:
Interest and fees on convertible
subordinated debt, net of
applicable income taxes - 453
------- -------
Net earnings on which fully diluted
earnings per share are based $ 8,880 $ 5,530
======= =======
Weighted average number of common
shares on which fully diluted
earnings per share are based 34,722 33,610
Add:
Shares assumed upon conversion
of convertible debt, using the
"if converted" method 1,276 1,786
------- -------
Weighted average number of shares
used in calculating fully diluted
earnings per share 35,998 35,396
======= =======
Fully diluted net earnings per common share $ 0.25 $ 0.15
======= =======
</TABLE>
- 15-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> APR-30-1997
<CASH> 87,073
<SECURITIES> 15,000
<RECEIVABLES> 68,219
<ALLOWANCES> 6,922
<INVENTORY> 343,438
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0
0
<COMMON> 348
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</TABLE>
