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, 1999. 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, 72,123,612 shares outstanding at the close
of business on July 31, 1999.
<PAGE>
TIFFANY & CO. AND SUBSIDIARIES
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JULY 31, 1999
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheets - July 31, 1999
(Unaudited), January 31, 1999 and
July 31, 1998 (Unaudited) 3
Consolidated Statements of Earnings - for the
three and six month periods ended
July 31, 1999 and 1998 (Unaudited) 4
Consolidated Statements of Cash Flows - for
the six months ended July 31, 1999
and 1998 (Unaudited) 5
Notes to Consolidated Financial Statements
(Unaudited) 6-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 4. Submission of Matters to a Vote of Security-Holders 20-21
Item 6. Exhibits and Reports on Form 8-K 21
(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>
July 31, January 31, July 31,
1999 1999 1998
-------------- ------------- --------------
(Unaudited) (Unaudited)
ASSETS
Current assets:
<S> <C> <C> <C>
Cash and cash equivalents $ 151,044 $ 188,593 $ 53,326
Accounts receivable, less allowances
of $9,167, $8,106 and $7,622 93,229 108,381 72,053
Inventories 536,603 481,439 430,886
Deferred income taxes 27,214 18,061 21,633
Prepaid expenses and other current assets 32,246 19,170 32,681
---------------- --------------- ----------------
Total current assets 840,336 815,644 610,579
Property and equipment, net 205,526 189,795 173,100
Deferred income taxes 8,620 9,032 7,108
Other assets, net 132,320 42,552 39,107
---------------- --------------- ----------------
$ 1,186,802 $ 1,057,023 $ 829,894
================ =============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 98,295 $ 97,370 $ 93,622
Accounts payable and accrued liabilities 150,474 140,660 118,794
Income taxes payable 18,119 32,485 8,113
Merchandise and other customer credits 24,174 22,202 18,808
---------------- --------------- ----------------
Total current liabilities 291,062 292,717 239,337
Long-term debt 194,845 194,420 86,305
Postretirement/employment benefit obligations 22,435 21,539 20,811
Other long-term liabilities 33,822 31,894 24,603
Commitments and contingencies
Stockholders' equity:
Common Stock, $.01 par value; authorized 120,000 shares,
issued and outstanding 72,124, 69,466 and 70,154 721 695 702
Additional paid-in capital 281,559 184,890 181,743
Retained earnings 375,964 344,223 299,898
Accumulated other comprehensive loss -
Foreign currency translation adjustments (13,606) (13,355) (23,505)
---------------- --------------- ----------------
Total stockholders' equity 644,638 516,453 458,838
---------------- --------------- ----------------
$ 1,186,802 $ 1,057,023 $ 829,894
================ =============== ================
</TABLE>
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 For the
Three Months Ended Six Months Ended
July 31, July 31,
----------------------------- --------------------------
1999 1998 1999 1998
------------ ------------- ----------- ------------
<S> <C> <C> <C> <C>
Net sales $ 307,067 $ 247,722 $ 579,344 $ 473,881
Cost of sales 132,030 112,036 256,011 217,187
------------ ------------- ------------- ------------
Gross profit 175,037 135,686 323,333 256,694
Selling, general and administrative expenses 133,084 110,706 251,941 211,248
------------ ------------- ------------- ------------
Earnings from operations 41,953 24,980 71,392 45,446
Other expenses, net 2,331 1,458 3,913 2,587
------------ ------------- ------------- ------------
Earnings before income taxes 39,622 23,522 67,479 42,859
Provision for income taxes 16,641 9,997 28,341 18,214
------------ ------------- ------------- ------------
Net earnings $ 22,981 $ 13,525 $ 39,138 $ 24,645
============= ============= ============= ===========
Net earnings per share:
Basic $ 0.32 $ 0.19 $ 0.55 $ 0.35
============ ============= ============ ============
Diluted $ 0.31 $ 0.19 $ 0.53 $ 0.34
============ ============= ============ ============
Weighted average number of common shares:
Basic 71,090 70,338 70,585 70,342
Diluted 74,046 72,536 73,374 72,612
</TABLE>
See notes to consolidated financial statements.
- 4 -
<PAGE>
TIFFANY & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
For the
Six Months Ended
July 31,
----------------------------
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings $ 39,138 $ 24,645
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 17,190 13,959
Provision for uncollectible accounts 640 764
Reduction in reserve for product return - (2,580)
Provision for inventories 4,350 2,780
Tax benefit from exercise of stock options 11,986 5,242
Deferred income taxes (8,678) (2,977)
Provision for postretirement/employment benefits 896 690
Changes in assets and liabilities, net of acquisitions:
Accounts receivable 12,281 22,906
Inventories (58,209) (60,501)
Prepaid expenses (12,798) (12,510)
Other assets, net (15,690) (2,224)
Accounts payable (4,415) 3,249
Accrued liabilities 15,881 (4)
Income taxes payable (14,323) (14,880)
Merchandise and other customer credits 1,972 816
Other long-term liabilities 2,019 2,466
-------------- -------------
Net cash used in operating activities (7,760) (18,159)
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Equity investment (70,146) -
Capital expenditures (32,800) (30,658)
Acquisitions, net of liabilities assumed (7,031) (8,150)
Proceeds from lease incentives 3,204 1,150
-------------- -------------
Net cash used in investing activities (106,773) (37,658)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Common Stock 71,273 -
Proceeds from short-term borrowings 1,272 12,959
Repurchase of Common Stock - (13,713)
Proceeds from exercise of stock options 11,836 8,279
Cash dividends on Common Stock (7,397) (5,634)
-------------- -------------
Net cash provided by financing activities 76,984 1,891
-------------- -------------
Net decrease in cash and cash equivalents (37,549) (53,926)
Cash and cash equivalents at beginning of year 188,593 107,252
-------------- -------------
Cash and cash equivalents at end of period $ 151,044 $ 53,326
============== =============
</TABLE>
See notes to consolidated financial statements.
- 5 -
<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 interim statements are unaudited
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 (last-in, first-out)
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, 1999 and the results of its operations and cash flows for the
interim periods presented. The consolidated balance sheet data for
January 31, 1999 is 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 earnings generated in the last quarter of the fiscal year,
the results of operations for the three and six months ended July 31,
1999 and 1998 are not necessarily indicative of the results of the
entire fiscal year.
2. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Supplemental cash flow information:
<S> <C> <C>
July 31, July 31,
(in thousands) 1999 1998
-------------- ---------- ---------
Cash paid during the six months for:
Interest $ 6,903 $ 3,698
========== ==========
Income taxes $38,970 $30,488
========== ==========
Details of businesses acquired in
purchase transactions:
Fair value of assets acquired $ 7,048 $12,302
Less: liabilities assumed 17 4,152
---------- ---------
Net cash paid for acquisitions $ 7,031 $ 8,150
========== =========
Supplemental Noncash Investing
and Financing Activities:
Issuance of Common Stock for the
Employee Profit Sharing and
Retirement Savings Plan $ 1,600 $ 1,400
========= =========
</TABLE>
- 6 -
<PAGE>
3. INVENTORIES
<TABLE>
<CAPTION>
July 31, January 31, July 31,
<S> <C> <C> <C>
(in thousands) 1999 1999 1998
-------------- -------------- -------------- -------------
Finished goods $453,496 $413,371 $362,253
Raw materials 77,936 66,258 69,188
Work-in-process 8,460 3,599 3,131
-------------- -------------- -------------
539,892 483,228 434,572
Reserves (3,289) (1,789) (3,686)
-------------- -------------- -------------
$536,603 $481,439 $430,886
============== ============== ==============
</TABLE>
LIFO-based inventories at July 31, 1999, January 31, 1999 and July 31,
1998 were $423,574,000, $363,322,000 and $341,282,000, with the current
cost exceeding the LIFO inventory value by approximately $16,870,000,
$15,870,000 and $16,870,000 at the end of each period. The LIFO
valuation method had no effect on net earnings for the three month
period ended July 31, 1999 and had the effect of decreasing net
earnings by $0.01 per diluted share in the three month period ended
July 31, 1998. The LIFO valuation method had the effect of decreasing
net earnings by $0.01 and $0.02 per diluted share in each of the six
month periods ended July 31, 1999 and 1998.
4. FINANCIAL HEDGING INSTRUMENTS
In accordance with the Company's foreign currency hedging program, at
July 31, 1999, the Company had outstanding purchased put options
maturing at various dates through July 24, 2000, giving it the right,
but not the obligation, to sell yen 13,464,000,000 for dollars at
predetermined contract-exchange rates. If the market yen-exchange rates
at maturity are below the contract rates, the Company will allow the
options to expire. At July 31, 1999, there were no deferred unrealized
gains on the Company's purchased put options.
To mitigate the exchange rate fluctuations primarily related to
intercompany inventory purchases for the Company's business in Japan,
the Company enters into forward exchange yen contracts. At July 31,
1999, the Company had $12,642,000 of such contracts outstanding, which
will mature on August 26, 1999. At July 31, 1998, the Company had
$10,372,000 of such contracts outstanding, which subsequently matured
on August 26, 1998.
- 7 -
<PAGE>
5. EARNINGS PER SHARE
Basic earnings per share are computed by dividing net earnings by the
weighted average number of shares outstanding during the period.
Diluted earnings per share are calculated to give effect to potentially
dilutive stock options that were outstanding during the period.
The following table summarizes the reconciliation of the numerators and
denominators for the basic and diluted earnings per share ("EPS")
computations:
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
July 31, July 31,
-------------------------- --------------------------
(in thousands) 1999 1998 1999 1998
-------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings for basic
and diluted EPS $22,981 $13,525 $39,138 $24,645
========== ========== ========== ===========
Weighted average shares
for basic EPS 71,090 70,338 70,585 70,342
Weighted average incremental
shares from assumed
exercise of stock options: 2,956 2,198 2,789 2,270
----------- ---------- ----------- ----------
Weighted average shares
for diluted EPS 74,046 72,536 73,374 72,612
========== ========== ========== ===========
</TABLE>
6. COMPREHENSIVE EARNINGS
Comprehensive earnings include all changes in equity during a period
except those resulting from investments by and distributions to
stockholders. The Company's foreign currency translation adjustments,
reported separately in stockholders' equity, are required to be
included in the determination of comprehensive earnings.
The components of comprehensive earnings were:
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
July 31, July 31,
-------------------------------- -----------------------------
(in thousands) 1999 1998 1999 1998
-------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $22,981 $13,525 $39,138 $24,645
Other comprehensive
gain(loss):
Foreign currency 2,905 (4,741) (251) (5,106)
translation adjustments
--------------- --------------- --------------- -----------
Comprehensive earnings $25,886 $ 8,784 $38,887 $19,539
=============== =============== =============== =============
</TABLE>
Foreign currency translation adjustments are not adjusted for income
taxes since they relate to investments that are permanent in nature.
- 8 -
<PAGE>
7. OPERATING SEGMENTS
The Company operates three reportable business segments: U.S. Retail,
International Retail and Direct Marketing (see Management's Discussion
and Analysis of Financial Condition and Results of Operations for an
overview of the Company's business). The Company's reportable segments
represent channels of distribution that offer similar merchandise and
service and marketing and distribution strategies. The Company's
Executive Officers evaluate the performance of its operating segments
on the basis of net sales and earnings from operations after the
elimination of intersegment sales and transfers.
Certain information relating to the Company's reportable operating
segments is set forth below:
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
July 31, July 31,
---------------------------------- ---------------------------------
(in thousands) 1999 1998 1999 1998
-------------- ---- ---- ---- ----
Net sales:
<S> <C> <C> <C> <C>
U.S. Retail $ 159,512 $ 129,733 $ 291,203 $ 237,757
International Retail 121,574 93,266 239,048 189,738
Direct Marketing 25,981 24,723 49,093 46,386
=============== =============== ============== ===============
$ 307,067 $ 247,722 $ 579,344 $ 473,881
=============== =============== ============== ===============
Earnings from
operations*:
U.S. Retail $ 33,540 $ 25,113 $ 57,162 $ 44,820
International Retail 30,158 19,521 60,428 41,659
Direct Marketing 3,384 1,839 7,788 5,846
=============== =============== ============== ===============
$ 67,082 $ 46,473 $ 125,378 $ 92,325
=============== =============== ============== ===============
</TABLE>
* Represents earnings from operations before unallocated
corporate expenses and interest and other expenses, net.
Executive Officers of the Company evaluate the performance of the
Company's assets on a consolidated basis. Therefore, separate financial
information for the Company's assets on a segment basis is not
available.
- 9 -
<PAGE>
The following table sets forth a reconciliation of the reportable
segment's earnings from operations to the Company's consolidated
earnings before income taxes:
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
July 31, July 31,
------------------------------------ -------------------------------------
(in thousands) 1999 1998 1999 1998
-------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Earnings from
operations for
reportable segments $ 67,082 $ 46,473 $ 125,378 $ 92,325
Unallocated
corporate expenses (25,129) (21,493) (53,986) (46,879)
Interest and other
expenses, net (2,331) (1,458) (3,913) (2,587)
Earnings before
---------------- ---------------- ---------------- ----------------
income taxes $ 39,622 $ 23,522 $ 67,479 $ 42,859
================ ================ ================ ================
</TABLE>
8. COMMON STOCK
On July 23, 1999, the Company issued 1,450,000 shares of its Common Stock
at a price of $49.375 per share, resulting in net proceeds of $71,593,750.
The net proceeds from the sale were added to the Company's working capital
and will be used to support ongoing business expansion.
On May 20, 1999, the stockholders approved an amendment to the Company's
Restated Certificate of Incorporation to increase the number of common
shares authorized from 60,000,000 shares to 120,000,000 shares.
On May 20, 1999, the Board of Directors declared a two-for-one split of the
Company's Common Stock, effected in the form of a share distribution (stock
dividend) paid on July 21, 1999 to stockholders of record on June 23, 1999.
Stock options and per share data have been retroactively adjusted to
reflect the split.
9. EQUITY INVESTMENT
On July 16, 1999, the Company made a strategic investment in Aber Resources
Ltd. ("Aber"), a publicly-traded company headquartered in Canada, by
purchasing 8 million shares of its common stock at a cost of $70,146,000,
representing approximately 14.9% of Aber's outstanding shares. Aber holds a
40% interest in the Diavik Diamonds Project in Canada's Northwest
Territories, an operation being developed to mine gem-quality diamond
reserves. Production is expected to commence in 2003. The investment is
being accounted for under the equity method.
In addition, the Company will form a joint venture and enter into a diamond
purchase agreement with Aber. It is expected that this commercial
relationship will enable the Company to secure a considerable portion of
its future diamond needs.
- 10 -
<PAGE>
10. SUBSEQUENT EVENT
On August 19, 1999, the Company's Board of Directors declared a quarterly
dividend of $0.06 per common share. This dividend will be paid on October
12, 1999 to stockholders of record on September 20, 1999.
- 11 -
<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; International Retail includes retail sales in
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; and Direct Marketing includes
corporate (business-to-business) sales and catalog sales in the U.S.
All references to full years relate to the fiscal year that ends on January 31
of the following calendar year.
The Company's net sales increased 24% in the three-month period (second quarter)
ended July 31, 1999 and rose 22% in the six-month period (first half) ended July
31, 1999. Sales growth, combined with higher operating margins, resulted in a
net earnings increase of 70% in the second quarter and 59% in the first half.
Net sales by channel of distribution were as follows:
<TABLE>
<CAPTION>
Three months Six months
Ended July 31, Ended July 31,
------------------ ------------------
(in thousands) 1999 1998 1999 1998
- -------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
U.S. Retail $159,512 $129,733 $291,203 $237,757
International Retail 121,574 93,266 239,048 189,738
Direct Marketing 25,981 24,723 49,093 46,386
-------- -------- -------- --------
$307,067 $247,722 $579,344 $473,881
======== ======== ======== ========
</TABLE>
U.S. Retail sales increased 23% in the second quarter of 1999 and 22% in the
first half. This resulted from 12% comparable store sales growth in both periods
as well as from sales in new stores opened during the past year. Sales in the
Company's flagship New York store rose 9% in the second quarter and 10% in the
first half, while comparable branch store sales increased 14% in the second
quarter and 13% in the first half. Comparable store sales growth resulted from
an increased number of transactions. In addition, purchases by domestic
customers continued to account for the largest portion of the sales growth,
although there was a modest increase in sales to foreign tourists. The Company
opened a second store in Dallas, Texas in May 1999, a second store in Los
Angeles, California in June and plans to open a store in Boca Raton, Florida in
October, consistent with the Company's strategy to open three to five new U.S.
stores each year. Wholesale sales to independent retailers in the U.S., which
represented less than 3% of total Company sales, declined in the
- 12 -
<PAGE>
second quarter and first half. The Company will discontinue such business
effective January 1, 2000, in order to focus on Company-operated store
distribution in the U.S. and management does not expect that this decision or
action will significantly impact the Company's financial position or earnings.
International Retail sales increased 30% in 1999's second quarter and 26% in the
first half. In Japan, the Company's largest international market, comparable
store sales in local currency increased 13% in both the second quarter and first
half due to sales growth both in Tokyo and throughout Japan. The Company's
reported sales and earnings reflect either a translation-related benefit from a
strengthening Japanese yen or a detriment from a strengthening U.S. dollar. The
yen strengthened in 1999's second quarter and first half and, as a result, total
Japan retail sales, when translated into U.S. dollars, increased 31% and 28% in
the second quarter and first half, respectively. The Company's hedging program
utilizes yen put options in order to stabilize product costs over the
short-term, despite exchange rate fluctuations. However, as a result of changes
in the relationships between the yen and the dollar, the Company adjusts its
retail prices when necessary to maintain its gross margin over the longer term.
In the Asia-Pacific region outside Japan, comparable store sales in local
currencies rose 24% in the second quarter and 25% in the first half due to
improvement in most markets. In Europe, comparable store sales in local
currencies rose 21% in the second quarter and 20% in the first half,
particularly due to strength in London.
The Company's international retail expansion plans for 1999 include: in Japan,
opening two new department store boutiques and renovating/expanding five
existing boutiques and its Tokyo Ginza flagship store; expanding its Hong
Kong-Landmark store; opening a store in Mexico City; and opening a store in
Paris.
Direct Marketing sales increased 5% in 1999's second quarter and 6% in the first
half. Corporate sales increased 2% and 3% in the second quarter and first half,
while catalog sales rose 9% and 11% in the second quarter and first half, due to
a higher number of orders in both divisions. The Company anticipates increasing
its catalog mailings by approximately 7% in 1999.
Gross Profit
Gross profit as a percentage of net sales was 57.0% in the second quarter and
55.8% in the first half, higher than 54.8% and 54.2% in the respective
prior-year periods. Management attributes the increases to favorable shifts in
sales mix and leveraging of fixed costs, as well as product
manufacturing/sourcing efficiencies and selective price increases. The Company's
ongoing gross margin and pricing strategy is to pass product-cost increases on
to customers through higher retail selling prices in order to maintain gross
margin at, or above, prior-year levels.
- 13 -
<PAGE>
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 20% in the second quarter
and 19% in the first half, primarily due to incremental occupancy, staffing and
marketing expenses related to the Company's worldwide expansion program, as well
as to sales-related variable expenses. As a percentage of net sales, the
operating expense ratios of 43.3% in the second quarter and 43.5% in the first
half represented improvements of 1.4 points and 1.1 points versus 1998.
Management's ongoing objective is to reduce the expense ratio by leveraging the
Company's fixed-expense base.
Other Expenses, net
Other expenses rose in the second quarter and first half primarily due to higher
interest expense related to a $100,000,000 long-term financing that the Company
completed in December 1998. Based on current plans, management expects interest
expense in the remainder of the year to be higher than 1998.
Provision for Income Taxes
The provision for income taxes resulted in an effective tax rate of 42.0% in
both the second quarter and first half of 1999, compared with 42.5% in the
respective 1998 periods. The lower rate was due to a shift in the geographical
business mix toward lower-tax jurisdictions as a result of the Company's ongoing
expansion program.
Year 2000
The Company recognizes the need to ensure that its operations will not be
adversely impacted by year 2000 computer hardware and software failures
(information technology systems) and embedded chip or processor failures
(non-information technology systems). Certain systems will, unless modified, be
unable to process date-sensitive calculations using the year 2000. Such failures
are a known risk to the future integrity of the Company's financial reporting
and to virtually all aspects of the Company's operations, including the
Company's ability to process sales transactions, fulfill customer orders and
receive and manage inventories and other assets.
Accordingly, the Company has established a disciplined process to identify,
prioritize and evaluate year 2000 problems and to replace or modify and test
computer software and operating procedures. The objective of these efforts is to
achieve year 2000 compliance with minimal impact on customer service or other
disruption to, or loss of integrity in, business or financial operations.
Sources of potential failure in internal systems have been identified and
conversion efforts are underway. These conversion efforts are scheduled to be
completed in the fall of 1999. By that time, the Company will have been required
to remediate or replace (i) internally-developed computer code and (ii) code
- 14 -
<PAGE>
purchased from third-party software vendors. At July 31, 1999, these efforts
were 99% complete in category (i) and 97% complete in category (ii), on schedule
with the Company's timetable for completion.
The foregoing conversion efforts address "information technology" systems (i.e.,
those operated and maintained by the Company's U.S. based Information Technology
staff, such as financial, order entry, inventory control and forecasting
systems). An analysis has also been completed of all "non-information
technology" systems (i.e., those using embedded microprocessor technology such
as security systems, safes, telephone systems and warehouse automation
equipment) and upgrades or replacements are being deployed as required. Other
applications software is maintained on personal computers by end-users in the
U.S. and by wholly-owned Company subsidiaries outside the U.S. Typically, such
software has been purchased from third-party vendors and specific applications
have been developed by the end-user. The Information Technology staff together
with end-users has completed the determination of the significance of these
applications to the Company and their status regarding year 2000 compliance. As
required, remediation and testing plans have been initiated. At July 31, 1999,
these efforts were 89% complete, on schedule with the Company's timetable for
completion.
The Company has also evaluated year 2000 issues that may be experienced by key
merchandise and service vendors in order to assess the potential effect of
vendor failure on the Company's operations. The responses from key vendors and
suppliers indicate that 99% are year 2000 compliant at this time, will be year
2000 compliant before December 31, 1999, or are not dependent on computer
technology to deliver products and services to the Company. To further clarify
the extent to which vendors and suppliers have tested and confirmed their year
2000 readiness, a detailed questionnaire has been distributed and responses are
being analyzed to further determine risk and potential remedial action.
Contingency plans for manual and delayed information processing will be
completed by the end of 1999's third quarter. These plans are being developed
because of the possibility of year 2000 failures or service interruptions within
the domestic and international network communications infrastructure that the
Company relies upon for daily operations. These plans and procedures address
both proactive and reactive measures that may be deployed to provide merchandise
to stores and customers and continue domestic and international operations. Due
to the thorough project approach and rigorous testing that the Company has
performed and continues to perform on its own information technology systems,
the Company believes that any failures should be quickly rectifiable.
In addition to the cost of internal resources, the Company's total cost for
achieving year 2000 compliance is estimated to
- 15 -
<PAGE>
be $8,500,000 for third-party service providers and will be incurred through the
year ending January 31, 2000. Year 2000 costs for such providers are charged to
operations as incurred and amounted to $1,317,000 in the first half of 1999 and
$8,277,000 on a cumulative basis.
FINANCIAL CONDITION
- -------------------
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 the Company's expansion. Management believes that the Company's financial
condition at July 31, 1999 provides sufficient resources to support current
business activities and planned expansion.
The Company incurred net cash outflows from operating activities of $7,760,000
in the six months ended July 31, 1999 and $18,159,000 in the six months ended
July 31, 1998. The decreased outflow resulted from increased net earnings
partially offset by an increased use of working capital.
Working capital (current assets less current liabilities) and the corresponding
current ratio (current assets divided by current liabilities) were $549,274,000
and 2.9:1 at July 31, 1999, compared with $522,927,000 and 2.8:1 at January 31,
1999 and $371,242,000 and 2.6:1 at July 31, 1998.
Accounts receivable at July 31, 1999 were 14% lower than at January 31, 1999
(which is a seasonal high-point) but were 29% higher than July 31, 1998
primarily due to sales growth.
Inventories (which represent the largest portion of assets) at July 31, 1999
were 11% higher than at January 31, 1999 and were 25% above the July 31, 1998
level. The increases were due to higher finished goods to support sales growth,
new stores and new/expanded product offerings, as well as higher raw materials
to support expanded internal manufacturing. In addition, the increase over prior
year was also partly due to the translation effect of a stronger Japanese yen.
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. As a result,
management expects a decelerating rate of year-over-year inventory growth during
the remainder of 1999.
Capital expenditures in the six months ended July 31, 1999 were $32,800,000,
compared with $30,658,000 in the prior-year period. Based on current plans,
management expects that capital expenditures will be approximately $75-$80
million in 1999.
On July 16, 1999, the Company made a strategic investment in Aber Resources Ltd.
("Aber"), a publicly-traded company
- 16 -
<PAGE>
headquartered in Canada, by purchasing 8 million shares of its common stock at a
cost of $70,146,000, representing approximately 14.9% of Aber's outstanding
shares. Aber holds a 40% interest in the Diavik Diamonds Project in Canada's
Northwest Territories, an operation being developed to mine gem-quality diamond
reserves. Production is expected to commence in 2003. The investment is being
accounted for under the equity method.
In addition, the Company will form a joint venture and enter into a
diamond-purchase agreement with Aber. It is expected that this commercial
relationship will enable the Company to secure a considerable portion of its
future diamond needs.
On July 23, 1999, the Company issued 1,450,000 shares of its Common Stock at a
price of $49.375 per share, resulting in net proceeds of $71,593,750. The net
proceeds from the sale were added to the Company's working capital and will be
used to support ongoing business expansion.
As a result of the above factors, net-debt (short-term borrowings and long-term
debt less cash and cash equivalents) and the corresponding ratio of net-debt as
a percentage of total capital (net-debt plus stockholders' equity) were
$142,096,000 and 18% at July 31, 1999, compared with $103,197,000 and 17% at
January 31, 1999 and $126,601,000 and 22% at July 31, 1998.
The Company's sources of working capital are internally-generated cash flows and
borrowings available under a five-year, $160,000,000 multicurrency,
noncollateralized, five-bank revolving credit facility which expires on June 30,
2002. 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 and the seasonal working capital
increases that are typically required during the third and fourth quarters of
the year.
Market Risk
The Company is exposed to market risk from fluctuations in foreign currency
exchange rates and interest rates, which could impact its consolidated financial
position, results of operations and cash flows. The Company manages its exposure
to market risk through its regular operating and financing activities and, when
deemed appropriate, through the use of derivative financial instruments. The
Company uses derivative financial instruments as risk management tools and not
for trading or speculative purposes and does not maintain such instruments which
may expose the Company to significant market risk.
The Company uses foreign currency-purchased put options and, to a lesser extent,
foreign-exchange forward contracts to reduce its risk in foreign
currency-denominated transactions in order to minimize the impact of a
significant strengthening of the U.S. dollar against other foreign
- 17 -
<PAGE>
currencies. Gains and losses on these instruments substantially offset any
losses and gains on the assets, liabilities and transactions being hedged. The
Company's primary net foreign currency market exposure is the Japanese yen.
Management does not foresee nor expect any significant changes in foreign
currency exposure in the near future.
The Company manages its portfolio of fixed-rate debt to reduce its exposure to
interest rate changes. The fair value of the Company's fixed-rate long-term debt
is sensitive to interest rate changes. Interest rate changes would result in
gains/losses in the market value of this debt due to differences between market
interest rates and rates at the inception of the debt obligation. Management
does not foresee nor expect any significant changes in its exposure to interest
rate fluctuations, or in how such exposure is managed in the near future.
Seasonality
As a jeweler and specialty retailer, 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 store openings, catalog
mailings, retail prices, gross profit, expenses, inventory performance, capital
expenditures, cash flow and year-2000 compliance. In addition, management makes
other forward-looking statements from time to time concerning objectives and
expectations. As a jeweler and specialty retailer, the Company's success in
achieving its objectives and expectations is partially dependent upon economic
conditions, competitive developments and consumer attitudes. 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 sales in Japan will not decline
substantially; (ii) that there will not be a substantial adverse change in the
exchange relationship between the Japanese yen and the U.S. dollar; (iii) that
the Company's commercial relationship with Mitsukoshi, Ltd. ("Mitsukoshi") and
Mitsukoshi's ability to continue as a leading department store operator in Japan
will continue; (iv) that Mitsukoshi and other department store operators in
Japan, in the face of declining sales, will not close or consolidate stores in
which TIFFANY & CO. boutiques are located; (v) that low or negative growth in
the economy or in the financial markets will not occur and reduce discretionary
spending on goods that are, or are perceived to be, "luxuries"; (vi) that
existing product supply arrangements, including license agreements with
third-party designers Elsa Peretti and Paloma Picasso, will continue; (vii) that
the wholesale market for
- 18 -
<PAGE>
high-quality cut diamonds will provide continuity of supply and pricing; (viii)
that new stores and other sales locations can be leased or otherwise obtained on
suitable terms in desired markets and that construction can be completed on a
timely basis; (ix) that new systems, particularly for inventory management, can
be successfully integrated into the Company's operations, and that warehousing
and distribution productivity and capacity can be further improved to support
the Company's worldwide distribution requirements; and (x) that no downturn in
consumer spending will occur during the fourth quarter of any year.
- 19 -
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
On May 14, 1999, Dallas Galleria Limited ("Galleria") and Tiffany filed a joint
stipulation dismissing with prejudice the lawsuit filed by Galleria, Tiffany's
landlord at the Dallas Galleria retail branch store, against Tiffany. The
lawsuit was filed in the United States District Court for the Southern District
of Texas, Houston Division on March 24, 1999. The lawsuit sought to enforce a
lease provision which would have prohibited Tiffany from operating a similar or
competing store within a six-mile radius of the Galleria; the lawsuit claimed
that Tiffany's store at Northpark Center in Dallas, Texas would have violated
that provision. The lawsuit sought a declaration that the radius provision was
valid and enforceable, a court order restraining Tiffany from operating a store
in the Northpark Center, damages and attorneys fees. The lawsuit has been
resolved on mutually agreeable terms that allow Tiffany to operate its store in
Northpark Center.
Item 4. Submission of Matters to a Vote of Security-Holders
At Registrant's Annual Meeting of Stockholders held on May 20, 1999 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. Shares
reported below have not been re-stated to reflect the subsequent stock split.
There were no broker non-votes or abstentions with respect to the election of
directors.
Nominee Voted For Withholding Authority
William R. Chaney 31,714,529 136,890
Rose Marie Bravo 31,762,395 89,114
Samuel L. Hayes III 31,746,555 104,954
Michael J. Kowalski 31,422,583 120,757
Charles K. Marquis 31,762,720 88,789
James E. Quinn 31,726,971 124,538
William A. Shutze 31,730,029 121,480
Geraldine Stutz 31,736,644 114,865
At such meeting, the stockholders approved an amendment to the Company's
Restated Certificate of Incorporation increasing the number of authorized shares
of common stock from 60,000,000 to 120,000,000. With respect to such approval,
28,494,635 shares were voted to approve, 2,801,435 were voted against, and
16,540 shares abstained from voting. There were no broker non-votes with respect
to the approval of the amendment to the Company's Restated Certificate of
Incorporation.
- 20 -
<PAGE>
The stockholders also approved the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Company's fiscal 1999 financial statements. With
respect to such appointment, 31,810,739 shares were voted to approve, 22,810
were voted against, and 17,960 shares abstained from voting. There were no
broker non-votes with respect to the approval of the appointment of
PricewaterhouseCoopers LLP.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Restated Certificate of Incorporation of Registrant. Incorporated
by reference from Exhibit 3.1 to Registrant's Report on Form 8-K
dated May 16, 1996, as amended by the Certificate of Amendment of
Certificate of Incorporation dated May 20, 1999.
3.2 By-Laws of Registrant (as last amended January 21, 1999.)
Incorporated by reference from Exhibit 3.2 to Registrant's Report
on Form 10-K for the Fiscal year ended January 31, 1999 and dated
April 8, 1999.
4.1 Amended and Restated Rights Agreement Dated as of September 22,
1998 by and between Registrant and ChaseMellon Shareholder
Services L.L.C., as Rights Agent. Incorporated by reference from
Exhibit 4.1 to Registrant's Report of Form 8-A/A dated September
24, 1998.
27 Financial Data Schedule.
(b) Reports on Form 8-K
On July 20, 1999 Registrant filed a report on Form 8-K reporting
that it would make a strategic investment in Aber Resources Ltd.
("Aber") by purchasing 14.9% of Aber's outstanding shares for a
cost of approximately $72 million, form a joint venture with Aber
and enter into a diamond supply agreement.
On August 5, 1999 Registrant filed a report on Form 8-K reporting
that it had entered into a Purchase Agreement with Merrill Lynch
with respect to 1,450,000 shares of Registrant's common stock.
- 21 -
<PAGE>
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 9, 1999 By: /s/ James N. Fernandez
----------------------------
James N. Fernandez
Executive Vice President and
Chief Financial Officer
(principal financial officer)
- 22 -
<PAGE>
EXHIBIT INDEX
Exhibit
Number
3.1 Certificate of Amendment of Certificate of Incorporation of Registrant
dated May 20, 1999
27 Financial Data Schedule (submitted to SEC only)
Exhibit 3.1
Tiffany & Co.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TIFFANY & CO.
---------------------------
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Tiffany & Co., a corporation of the State of Delaware (the "Corporation"),
hereby sets forth an Amendment to its Certificate of Incorporation pursuant to 8
Del. C. ss.242, hereby certifying as follows:
FIRST: The Certificate of Incorporation of the Corporation is amended by
striking out the first paragraph of Article FOURTH thereof and by substituting
in lieu thereof a new first paragraph of Article FOURTH reading as follows:
FOURTH: The Corporation shall be authorized to issue two classes of
shares of stock to be designated, respectively, "Preferred Stock" and
"Common Stock"; the total number of shares which the Corporation shall
have authority to issue is One Hundred and Twenty-two Million
(122,000,000); the total number of shares of Preferred Stock shall be
Two Million (2,000,000) and each such share shall have a par value of
$.01; and the total number of shares of Common Stock shall be One
Hundred and Twenty Million (120,000,000) and each such share of Common
Stock shall have a par value of $.01.
SECOND: Said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by it President and attested by it Secretary this 20th day of May, 1999.
TIFFANY & CO.
Attest: By: /s/ Michael J. Kowalski
___________________________
Michael J. Kowalski
/s/ Partrick B. Dorsey President
- ---------------------------
Patrick B. Dorsey
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Note:The amount reported for EPS basic and fully diluted is in compliance with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
and represents the Basic and Diluted calculations as required by this
standard.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> JUL-31-1999
<CASH> 151,044,000
<SECURITIES> 0
<RECEIVABLES> 102,396,000
<ALLOWANCES> 9,167,000
<INVENTORY> 536,603,000
<CURRENT-ASSETS> 840,336,000
<PP&E> 341,032,000
<DEPRECIATION> 135,506,000
<TOTAL-ASSETS> 1,186,802,000
<CURRENT-LIABILITIES> 291,062,000
<BONDS> 0
0
0
<COMMON> 721,000
<OTHER-SE> 643,917,000
<TOTAL-LIABILITY-AND-EQUITY> 1,186,802,000
<SALES> 307,067,000
<TOTAL-REVENUES> 307,067,000
<CGS> 132,030,000
<TOTAL-COSTS> 265,114,000
<OTHER-EXPENSES> 2,331,000
<LOSS-PROVISION> 344,000
<INTEREST-EXPENSE> 3,725,000
<INCOME-PRETAX> 39,622,000
<INCOME-TAX> 16,641,000
<INCOME-CONTINUING> 22,981,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,981,000
<EPS-BASIC> .32
<EPS-DILUTED> .31
</TABLE>
