UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
----------------
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2009
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the transition period from ________ to _____________
Commission file number: 1-9494
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 ______ .
-----
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes ______ . No ______ .
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer X Accelerated filer _____
-----
Non-accelerated filer (Do not check if a smaller reporting company) _____
Smaller reporting company _____
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes ______ . No X .
-----
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, 124,111,129 shares outstanding at the close
of business on August 31, 2009.
TIFFANY & CO. AND SUBSIDIARIES
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JULY 31, 2009
PART I - FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - July 31, 2009,
January 31, 2009 and July 31, 2008 (Unaudited) 3
Condensed Consolidated Statements of Earnings - for the
three and six months ended July 31, 2009 and 2008 (Unaudited) 4
Condensed Consolidated Statements of Stockholders' Equity -
for the six months ended July 31, 2009 and
Comprehensive Earnings - for the three and six months
ended July 31, 2009 and 2008 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows - for the
six months ended July 31, 2009 and 2008 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements
(Unaudited) 7-16
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 17-25
Item 3. Quantitative and Qualitative Disclosures About Market Risk 26
Item 4. Controls and Procedures 27
PART II - OTHER INFORMATION
Item 1A. Risk Factors 28-30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 4. Submission of Matters to a Vote of Security Holders 32
Item 6. Exhibits 33
(a) Exhibits
2
PART I. Financial Information
Item 1. Financial Statements
TIFFANY & CO. AND SUBSIDIARIES
------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(Unaudited)
-----------
(in thousands, except per share amounts)
July 31, 2009 January 31, 2009 July 31, 2008
----------------- ----------------- ------------------
ASSETS
Current assets:
Cash and cash equivalents $ 333,603 $ 160,445 $ 152,156
Accounts receivable, less allowances
of $10,323, $9,934 and $7,766 140,025 164,447 181,109
Inventories, net 1,538,514 1,601,236 1,511,921
Deferred income taxes 12,303 13,640 30,774
Prepaid expenses and other current assets 99,473 108,966 69,484
----------------- ----------------- ------------------
Total current assets 2,123,918 2,048,734 1,945,444
Property, plant and equipment, net 707,176 741,048 745,304
Deferred income taxes 160,492 166,517 168,909
Other assets, net 153,883 145,984 173,019
----------------- ----------------- ------------------
$ 3,145,469 $ 3,102,283 $ 3,032,676
================= ================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 40,754 $ 242,966 $ 240,535
Current portion of long-term debt -- 40,426 104,560
Accounts payable and accrued liabilities 155,659 223,566 189,714
Income taxes payable 18,245 27,653 14,956
Merchandise and other customer credits 64,607 67,311 67,816
----------------- ----------------- ------------------
Total current liabilities 279,265 601,922 617,581
Long-term debt 710,994 425,412 294,096
Pension/postretirement benefit obligations 209,158 200,603 83,390
Deferred gains on sale-leasebacks 129,665 133,641 139,438
Other long-term liabilities 142,945 152,334 142,063
Commitments and contingencies
Stockholders' equity:
Preferred Stock, $0.01 par value; authorized 2,000 shares, none
issued and outstanding -- -- --
Common Stock, $0.01 par value; authorized 240,000 shares,
issued and outstanding 124,093, 123,844 and 136,722 1,240 1,238 1,252
Additional paid-in capital 698,995 687,267 681,260
Retained earnings 1,010,180 971,299 1,022,737
Accumulated other comprehensive (loss) gain, net of tax:
Foreign currency translation adjustments 1,480 (26,238) 48,783
Deferred hedging (loss) gain (5,160) (8,984) 1,464
Unrealized loss on marketable securities (3,240) (6,140) (1,689)
Net unrealized (loss) gain on benefit plans (30,053) (30,071) 2,301
----------------- ----------------- -----------------
Total stockholders' equity 1,673,442 1,588,371 1,756,108
----------------- ----------------- -----------------
$ 3,145,469 $ 3,102,283 $ 3,032,676
================= ================= =================
See notes to condensed consolidated financial statements.
3
TIFFANY & CO. AND SUBSIDIARIES
------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
---------------------------------------------
(Unaudited)
-----------
(in thousands except per share amounts)
Three Months Ended Six Months Ended
July 31, July 31,
------------------------------- ------------------------------
2009 2008 2009 2008
--------------- -------------- -------------- --------------
Net sales $ 612,493 $ 729,634 $ 1,130,108 $ 1,395,114
Cost of sales 275,041 307,758 503,437 593,220
--------------- -------------- -------------- --------------
Gross profit 337,452 421,876 626,671 801,894
Selling, general and administrative expenses 247,898 287,547 477,603 560,879
--------------- -------------- -------------- --------------
Earnings from continuing operations 89,554 134,329 149,068 241,015
Interest and other expenses, net 12,132 3,340 24,572 4,845
--------------- -------------- -------------- --------------
Earnings from continuing operations before 77,422 130,989 124,496 236,170
income taxes
Provision for income taxes 20,705 48,349 40,336 86,984
--------------- -------------- -------------- --------------
Net earnings from continuing operations 56,717 82,640 84,160 149,186
Net earnings (loss) from discontinued operations 59 (1,870) (3,043) (4,026)
--------------- -------------- -------------- --------------
Net earnings $ 56,776 $ 80,770 $ 81,117 $ 145,160
=============== ============== ============== ==============
Earnings per share:
Basic
Net earnings from continuing operations $ 0.46 $ 0.66 $ 0.68 $ 1.18
Net loss from discontinued operations -- (0.02) (0.03) (0.03)
--------------- -------------- -------------- --------------
Net earnings $ 0.46 $ 0.64 $ 0.65 $ 1.15
=============== ============== ============== ==============
Diluted
Net earnings from continuing operations $ 0.46 $ 0.64 $ 0.68 $ 1.16
Net loss from discontinued operations -- (0.01) (0.03) (0.03)
--------------- -------------- -------------- --------------
Net earnings $ 0.46 $ 0.63 $ 0.65 $ 1.13
=============== ============== ============== ==============
Weighted-average number of common shares:
Basic 124,081 125,714 124,041 126,086
Diluted 124,523 128,177 124,343 128,451
See notes to condensed consolidated financial statements.
4
TIFFANY & CO. AND SUBSIDIARIES
------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
---------------------------------------------------------
AND COMPREHENSIVE EARNINGS
--------------------------
(Unaudited)
-----------
(in thousands)
Accumulated
Total Other Additional
Stockholders' Retained Comprehensive Common Stock Paid-In
Equity Earnings (Loss) Gain Shares Amount Capital
------------------------------------------------------------------------------------------------------------------------
Balances, January 31, 2009 $ 1,588,371 $ 971,299 $ (71,433) 123,844 $ 1,238 $ 687,267
Exercise of stock options and vesting of
restricted stock units ("RSUs") 738 -- -- 249 2 736
Tax effect of exercise of stock options and
vesting of RSUs (1,233) -- -- -- -- (1,233)
Share-based compensation expense 12,225 -- -- -- -- 12,225
Cash dividends on Common Stock (42,236) (42,236) -- -- -- --
Deferred hedging gain, net of tax 3,824 -- 3,824 -- -- --
Unrealized gain on marketable securities, net
of tax 2,900 -- 2,900 -- -- --
Foreign currency translation adjustments, net
of tax 27,718 -- 27,718 -- -- --
Net unrealized gain on benefit plans,
net of tax 18 -- 18 -- -- --
Net earnings 81,117 81,117 -- -- -- --
---------------------------------------------------------------------------
Balances, July 31, 2009 $ 1,673,442 $ 1,010,180 $ (36,973) 124,093 $ 1,240 $ 698,995
===========================================================================
Three Months Ended Six Months Ended
July 31, July 31,
-------------------------------- ------------------------------
2009 2008 2009 2008
-------------------------------- ------------------------------
Comprehensive earnings are as follows:
Net earnings $ 56,776 $ 80,770 $ 81,117 $145,160
Other comprehensive gain (loss), net of tax:
Deferred hedging gain (loss) 1,442 (1,652) 3,824 575
Foreign currency translation adjustments 20,469 176 27,718 6,666
Unrealized gain (loss) on marketable securities 2,238 (1,160) 2,900 (1,068)
Net unrealized (loss) gain on benefit plans (29) 107 18 173
------------------------------- --------------- --------------
Comprehensive earnings $ 80,896 $ 78,241 $115,577 $151,506
=============================== ==============================
See notes to condensed consolidated financial statements.
5
TIFFANY & CO. AND SUBSIDIARIES
------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
-----------
(in thousands)
Six Months Ended
July 31,
-------------------------------------------------
2009 2008
----------------------- ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 81,117 $ 145,160
Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities:
Depreciation and amortization 69,534 67,170
Amortization of gain on sale-leaseback (4,762) (4,986)
Excess tax benefits from share-based payment arrangements (4) (8,945)
Provision for inventories 16,637 7,327
Deferred income taxes 2,134 (17,153)
Provision for pension/postretirement benefits 11,691 12,332
Share-based compensation expense 12,010 21,781
Changes in assets and liabilities:
Accounts receivable 25,534 16,695
Inventories 54,535 (143,786)
Prepaid expenses and other current assets 14,045 20,574
Accounts payable and accrued liabilities (71,854) (11,290)
Income taxes payable (18,868) (180,463)
Merchandise and other customer credits (3,432) (219)
Other, net (12,453) (1,950)
----------------------- ----------------------
Net cash provided by (used in) operating activities 175,864 (77,753)
----------------------- ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (30,425) (67,952)
Other 2,938 (3,904)
----------------------- ----------------------
Net cash used in investing activities (27,487) (71,856)
----------------------- ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Repayment of) proceeds from credit facility borrowings, net (113,291) 194,706
Repayment of other short-term borrowings (93,000) --
Repayment of long-term debt (40,000) (4,191)
Proceeds from issuance of long-term debt 300,000 --
Repurchase of Common Stock -- (128,501)
Proceeds from exercise of stock options 738 21,571
Excess tax benefits from share-based payment arrangements 4 8,945
Cash dividends on Common Stock (42,236) (40,324)
Financing fees (5,721) --
----------------------- ----------------------
Net cash provided by financing activities 6,494 52,206
----------------------- ----------------------
Effect of exchange rate changes on cash and cash equivalents 18,287 2,905
----------------------- ----------------------
Net increase (decrease) in cash and cash equivalents 173,158 (94,498)
Cash and cash equivalents at beginning of year 160,445 246,654
----------------------- ----------------------
Cash and cash equivalents at end of six months $ 333,603 $ 152,156
======================= ======================
See notes to condensed consolidated financial statements.
6
TIFFANY & CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements include
the accounts of Tiffany & Co. (the "Company") and its subsidiaries in
which a controlling interest is maintained. Controlling interest is
determined by majority ownership interest and the absence of
substantive third-party participating rights or, in the case of
variable interest entities, by majority exposure to expected losses,
residual returns or both. Intercompany accounts, transactions and
profits have been eliminated in consolidation. Subsequent events have
been evaluated through the date and time the financial statements were
issued on September 1, 2009. The interim statements are unaudited and,
in the opinion of management, include all adjustments (which include
only normal recurring adjustments) necessary to fairly state the
Company's financial position as of July 31, 2009 and 2008 and the
results of its operations and cash flows for the interim periods
presented. The condensed consolidated balance sheet data for January
31, 2009 is derived from the audited financial statements, which are
included in the Company's Annual Report on Form 10-K and should be read
in connection with these financial statements. As permitted by the
rules of the Securities and Exchange Commission, these financial
statements do not include all disclosures required by generally
accepted accounting principles.
The Company's business is seasonal in nature, with the fourth quarter
typically representing at least one-third of annual net sales and
approximately one-half of annual net earnings. Therefore, the results
of its operations for the three and six months ended July 31, 2009 and
2008 are not necessarily indicative of the results of the entire fiscal
year.
2. NEW ACCOUNTING STANDARDS
In December 2007, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 160,
"Noncontrolling Interests in Consolidated Financial Statements." SFAS
No. 160 requires a company to clearly identify and present ownership
interests in subsidiaries held by parties other than the company in the
consolidated financial statements within the equity section but
separate from the company's equity. It also requires the amount of
consolidated net earnings attributable to the parent and to the
noncontrolling interest to be clearly identified and presented on the
face of the consolidated statement of earnings; changes in ownership
interest to be accounted for similarly, as equity transactions; and,
when a subsidiary is deconsolidated, that any retained noncontrolling
equity investment in the former subsidiary and the gain or loss on the
deconsolidation of the subsidiary be measured at fair value. The
provisions of SFAS No. 160 did not have a material effect on the
Company's financial position or earnings.
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements," which establishes a framework for measuring fair value
of assets and liabilities and expands disclosures about fair value
measurements. The changes to current practice resulting from the
application of SFAS No. 157 relate to the definition of fair value, the
methods used to measure fair value and the expanded disclosures about
fair value measurements. SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007. In February 2008, the FASB deferred
the implementation of the provisions of SFAS No. 157 relating to
nonfinancial assets and liabilities, except those that are recognized
or disclosed at fair value in the financial statements on a recurring
basis (at least annually), to fiscal years beginning after November 15,
2008. Management adopted the remaining provisions of SFAS No. 157 on
February 1, 2009. This adoption impacts the way in which the Company
calculates fair value for its annual impairment review of goodwill and
when conditions exist that require the Company to calculate the fair
value of long-lived assets; management has determined that this did not
have a material effect on the Company's financial position or earnings.
3. RESTRUCTURING CHARGES
In the fourth quarter of 2008, the Company's New York subsidiary
offered a voluntary retirement incentive to approximately 800 U.S.
employees who met certain age and service eligibility requirements.
Approximately 600 employees accepted the early retirement incentive and
retired from the Company effective February 1, 2009. In addition, to
further align the Company's ongoing cost structure with the anticipated
retail
7
environment for luxury goods, management approved a plan in
January 2009 to involuntarily terminate additional manufacturing,
selling and administrative employees, primarily in the U.S. The
employment of most of these employees ended in February 2009. In total,
these actions resulted in a reduction of approximately 10% of worldwide
staffing.
Cash expenditures related to the restructuring charges are expected to
total $33,361,000. Most of this amount will be paid in 2009. The
following table presents the reconciliation of the cash-related
restructuring liabilities and spending against those liabilities:
Restructuring
(in thousands) Liability
-----------------------------------------------------------------------
Liability as of February 1, 2009 $ 33,361
Payments (27,166)
----------------------
Liability as of July 31, 2009 $ 6,195
======================
4. DISCONTINUED OPERATIONS
In the fourth quarter of 2008, management concluded that it would no
longer invest in its IRIDESSE business due to its ongoing operating
losses and insufficient near-term growth prospects, especially in the
current economic environment. Therefore, management committed to a plan
to close IRIDESSE locations in 2009 as the Company reached agreements
with landlords and sold its inventory. 13 of the 16 IRIDESSE stores
were closed in the second quarter of 2009. The remaining three
locations have been subsequently closed and the continuing cash flows
were not significant.
The results of IRIDESSE are presented as a discontinued operation in
the condensed consolidated statements of earnings for all periods
presented. Prior to the reclassification, IRIDESSE results had been
included within the Other non-reportable segment.
Summarized statements of earnings data for IRIDESSE are as follows:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2009 2008 2009 2008
-------------------------------------------------------------------------------------------------------------
Net sales $ 6,743 $ 2,769 $ 12,187 $ 5,438
=============================================================================
Loss before income taxes (830) (2,837) (5,907) (6,218)
Benefit from income taxes (889) (967) (2,864) (2,192)
-----------------------------------------------------------------------------
Net earnings (loss) from
discontinued operations $ 59 $ (1,870) $ (3,043) $ (4,026)
=============================================================================
5. INVENTORIES
July 31, January 31, July 31,
(in thousands) 2009 2009 2008
-------------------------------------------------------------------------------------------------------------
Finished goods $ 1,068,149 $ 1,115,333 $ 1,020,716
Raw materials 412,720 416,805 384,668
Work-in-process 57,645 69,098 106,537
-------------------------------------------------------------------
Inventories, net $ 1,538,514 $ 1,601,236 $ 1,511,921
===================================================================
8
6. INCOME TAXES
The effective income tax rate for the second quarter of 2009 was 26.7%
versus 36.9% in the prior year. The effective income tax rate for the
six months ended July 31, 2009 was 32.4% versus 36.8% in the prior
year. During the six months ended July 31, 2009, the gross amount of
unrecognized tax benefits decreased $11,730,000 to $42,751,000.
Included in this decrease was a $5,700,000 benefit in the second
quarter of 2009 to the tax provision as a result of favorable reserve
adjustments relating to the settlement of certain tax audits. There
were no material changes to accrued interest and penalties as of that
date.
As a matter of course, various taxing authorities regularly audit the
Company. The Company's tax filings are currently being examined by tax
authorities in jurisdictions where its subsidiaries have a material
presence, including New York state (tax years 2004-2007) and Japan (tax
years 2003-2005). Tax years from 2003-present are open to examination
in various state and other foreign jurisdictions. The Company believes
that its tax positions comply with applicable tax laws and that it has
adequately provided for these matters. However, the audits may result
in proposed assessments where the ultimate resolution may result in the
Company owing additional taxes. The Company anticipates that it is
reasonably possible that the total gross amount of unrecognized tax
benefits will decrease by approximately $14,000,000 in the next 12
months, a portion of which would benefit the effective tax rate. Future
developments may result in a change in this assessment.
7. EARNINGS PER SHARE
Basic earnings per share ("EPS") is computed as net earnings divided by
the weighted-average number of common shares outstanding for the
period. Diluted EPS includes the dilutive effect of the assumed
exercise of stock options and unvested restricted stock units.
The following table summarizes the reconciliation of the numerators and
denominators for the basic and diluted EPS computations:
Three Months Ended Six Months Ended
July 31, July 31,
------------------------------------------------------------------------------
(in thousands) 2009 2008 2009 2008
---------------------------------------------------------------------------------------------------------------
Net earnings for basic and
diluted EPS $ 56,776 $ 80,770 $ 81,117 $ 145,160
==============================================================================
Weighted-average shares for
basic EPS 124,081 125,714 124,041 126,086
Incremental shares based
upon the assumed
exercise of stock options
and unvested restricted
stock units 442 2,463 302 2,365
------------------------------------------------------------------------------
Weighted-average shares for
diluted EPS 124,523 128,177 124,343 128,451
==============================================================================
For the three months ended July 31, 2009 and 2008, there were 7,126,000
and 848,000 stock options and restricted stock units excluded from the
computations of earnings per diluted share due to their antidilutive
effect. For the six months ended July 31, 2009 and 2008, there were
7,806,000 and 1,708,000 stock options and restricted stock units
excluded from the computations of earnings per diluted share due to
their antidilutive effect.
8. DEBT
In July 2009, the Company entered into a new $400,000,000 multi-bank,
multi-currency, committed unsecured revolving credit facility ("Credit
Facility") and has the option to increase the committed amount to
$500,000,000, subject to bank approval. The Credit Facility replaces
the Company's previous $450,000,000 revolving credit facility. The
Credit Facility is intended for working capital and other corporate
purposes and includes specific financial covenants and ratios and
9
limits certain payments, investments and indebtedness, in addition to
other requirements customary to such borrowings. Borrowings are at nine
participating banks and are at interest rates based upon local currency
borrowing rates plus a margin based on the Company's leverage ratio.
There was $40,754,000 outstanding (with a weighted average interest
rate of 2.9%) and $359,246,000 available to be borrowed under the
Credit Facility at July 31, 2009. The Credit Facility will expire in
July 2012.
In April 2009, the Company, in a private transaction with various
institutional lenders, issued, at par, $50,000,000 of 10% Series A
Senior Notes due April 2018. The proceeds are available for general
corporate purposes. The agreement requires lump sum repayments upon
maturity and includes specific financial covenants and ratios and
limits certain payments, investments and indebtedness, in addition to
other requirements customary to such borrowings. The note purchase
agreement contains provisions for an uncommitted shelf facility by
which the Company may issue, over the next three years, up to an
additional $100,000,000 of Senior Notes for up to a 12-year term at a
fixed interest rate based on the U.S. Treasury rates at the time of
borrowing plus an applicable credit spread.
In February 2009, the Company, in a private transaction, issued, at
par, $125,000,000 of 10% Series A-2009 Senior Notes due February 2017
and $125,000,000 of 10% Series B-2009 Senior Notes due February 2019.
The proceeds are available to refinance existing indebtedness and for
general corporate purposes. The agreement requires lump sum repayments
upon maturity and includes specific financial covenants and ratios and
limits certain payments, investments and indebtedness, in addition to
other requirements customary to such borrowings.
9. HEDGING INSTRUMENTS
Background Information
The Company uses a limited number of derivative financial instruments,
including interest rate swap agreements, forward contracts, put option
contracts and net-zero-cost collar arrangements (combination of call
and put option contracts) to mitigate its exposures to changes in
interest rates, foreign currency and precious metal prices. Derivative
instruments are recorded on the consolidated balance sheet at their
fair values, as either assets or liabilities, with an offset to current
or comprehensive earnings, depending on whether the derivative is
designated as part of an effective hedge transaction and, if it is, the
type of hedge transaction. If a derivative instrument meets certain
hedge accounting criteria, the derivative instrument is designated as
one of the following on the date the derivative is entered into in
accordance with U.S. generally accepted accounting principles ("GAAP").
o Fair Value Hedge - A hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm
commitment. For fair value hedge transactions, both the effective
and ineffective portions of the changes in the fair value of the
derivative and changes in the fair value of the item being hedged
are recorded in current earnings.
o Cash Flow Hedge - A hedge of the exposure to variability in the
cash flows of a recognized asset, liability or a forecasted
transaction. For cash flow hedge transactions, the effective
portion of the changes in fair value of derivatives are reported
as other comprehensive income ("OCI") and are recognized in
current earnings in the period or periods during which the hedged
transaction affects current earnings. Amounts excluded from the
effectiveness calculation and any ineffective portions of the
change in fair value of the derivative are recognized in current
earnings.
The Company formally documents the nature and relationships between the
hedging instruments and hedged items for a derivative to qualify as a
hedge at inception and throughout the hedged period. The Company also
documents its risk management objectives, strategies for undertaking
the various hedge transactions and method of assessing hedge
effectiveness. Additionally, for hedges of forecasted transactions, the
significant characteristics and expected terms of a forecasted
transaction must be specifically identified, and it must be probable
that each forecasted transaction will occur. If it were deemed no
longer probable that the forecasted transaction would occur, the gain
or loss on the derivative financial instrument would be recognized in
current earnings. Derivative financial instruments qualifying for hedge
accounting must maintain a specified level of effectiveness between the
hedge instrument and the item being hedged, both at inception and
throughout the hedged period.
The Company does not use derivative financial instruments for trading
or speculative purposes.
10
Types of Derivative Instruments
Interest Rate Swap Agreements - In the second quarter of 2009, the
Company entered into interest rate swap agreements to effectively
convert its fixed rate 2002 Series D and 2008 Series A obligations to
floating rate obligations. Additionally, since the fair value of the
Company's fixed rate long-term debt is sensitive to interest rate
changes, the interest rate swap agreements serve as a hedge to changes
in the fair value of these debt instruments. The Company is hedging its
exposure to changes in interest rates over the remaining maturities of
the debt agreements being hedged. The Company accounts for the interest
rate swaps as fair value hedges. As of July 31, 2009, the notional
amount of interest rate swap agreements outstanding was approximately
$160,000,000.
Foreign Exchange Forward Contracts - The Company uses foreign exchange
forward contracts to offset the foreign currency exchange risks
associated with foreign currency-denominated liabilities and
intercompany transactions between entities with differing functional
currencies. These foreign exchange forward contracts are designated and
accounted for as either cash flow hedges or economic hedges that are
not designated as hedging instruments. Gains or losses on foreign
exchange forward contracts substantially offset losses or gains on the
liabilities and transactions being hedged. As of July 31, 2009, there
were no foreign exchange forward contracts accounted for as cash flow
hedges and the notional amount of foreign exchange forward contracts
accounted for as undesignated hedges was approximately $34,000,000. The
term of all outstanding foreign exchange forward contracts as of July
31, 2009 ranged from one to seven months.
Put Option Contracts - The Company's wholly-owned subsidiary in Japan
satisfies nearly all of its inventory requirements by purchasing
merchandise, payable in U.S. dollars, from the Company's principal
subsidiary. To minimize the potentially negative effect of a
significant strengthening of the U.S. dollar against the Japanese yen,
the Company purchases put option contracts as hedges of forecasted
purchases of merchandise over a maximum term of 12 months. If the
market yen exchange rate at the time of the put option contract's
expiration is stronger than the contracted exchange rate, the Company
allows the option to expire, limiting its loss to the cost of the put
option contract. The Company accounts for its put option contracts as
cash flow hedges. The Company assesses hedge effectiveness based on the
total changes in the put option contracts' cash flows. As of July 31,
2009, the notional amount of put option contracts outstanding was
approximately $126,000,000.
Precious Metal Collars & Forward Contracts - The Company periodically
hedges a portion of its forecasted purchases of precious metals for use
in its internal manufacturing operations in order to minimize the
effect of volatility in precious metals prices. The Company may use a
combination of call and put option contracts in net-zero-cost collar
arrangements ("precious metal collars") or forward contracts. For
precious metal collars, if the price of the precious metal at the time
of the expiration of the precious metal collar is within the call and
put price, the precious metal collar would expire at no cost to the
Company. The Company accounts for its precious metal collars and
forward contracts as cash flow hedges. The Company assesses hedge
effectiveness based on the total changes in the precious metal collars'
cash flows. The maximum term over which the Company is hedging its
exposure to the variability of future cash flows for all forecasted
transactions is 12 months. As of July 31, 2009, there were 2,900 and
131,000 ounces of platinum and silver precious metal collars
outstanding.
Information on the location and amounts of derivative gains and losses
in the Condensed Consolidated Statements of Earnings is as follows:
Three and Six Months Ended July 31, 2009
---------------------------------------------------
Pre-Tax Loss Pre-Tax Gain
Recognized in Earnings Recognized in Earnings
(in thousands) on Derivatives on Hedged Item
-------------------------------------------------------------------------------------------------------------
Derivatives in Fair Value Hedging Relationships:
Interest rate swap agreements a $ (623) $ 669
===================================================
11
Three Months Ended July 31, 2009
---------------------------------------------------
Amount of Loss
Reclassified from
Pre-Tax Gain or (Loss) Accumulated OCI
Recognized in OCI into Earnings
(in thousands) (Effective Portion) (Effective Portion)
-------------------------------------------------------------------------------------------------------------
Derivatives in Cash Flow Hedging Relationships:
Foreign exchange forward contracts a $ (454) c $ (950)c
Put option contracts b (755) (950)
Precious metal collars b 587 (998)
---------------------------------------------------
$ (622) $ (2,898)
===================================================
Six Months Ended July 31, 2009
---------------------------------------------------
Amount of Loss
Reclassified from
Pre-Tax Gain or (Loss) Accumulated OCI
Recognized in OCI into Earnings
(in thousands) (Effective Portion) (Effective Portion)
------------------------------------------------------------------------------------------------------------
Derivatives in Cash Flow Hedging Relationships:
Foreign exchange forward contracts a $ (523)c $ (1,485)c
Put option contracts b (104) (1,944)
Precious metal collars b 2,359 (896)
---------------------------------------------------
$ 1,732 $ (4,325)
===================================================
Pre-Tax Loss Recognized in Earnings on
Derivative
---------------------------------------------------
Three Months Ended Six Months Ended
(in thousands) July 31, 2009 July 31, 2009
-------------------------------------------------------------------------------------------------------------
Derivatives Not Designated as Hedging Instruments:
Foreign exchange forward contracts a (589)c (606)c
===================================================
a The gain or loss recognized in earnings is included within Interest
and other expenses, net on the Company's Condensed Consolidated
Statement of Earnings.
b The gain or loss recognized in earnings is included within Cost of
Sales on the Company's Condensed Consolidated Statement of Earnings.
c Gains or losses on foreign exchange forward contracts substantially
offset foreign exchange losses or gains on the liabilities and
transactions being hedged.
There was no material ineffectiveness related to the Company's hedging
instruments for the period ended July 31, 2009. The Company expects
that approximately $7,500,000 of net pre-tax derivative losses included
in accumulated other comprehensive income at July 31, 2009 will be
reclassified into earnings within the next 12 months. This amount will
vary due to fluctuations in foreign currency exchange rates and
precious metal prices.
For information regarding the location and amount of the derivative
instruments in the Condensed Consolidated Balance Sheet, refer to "Note
10. Fair Value of Financial Instruments."
12
Concentration of Credit Risk
A number of major international financial institutions are
counterparties to the Company's derivative financial instruments. The
Company enters into derivative financial instrument agreements only
with counterparties meeting certain credit standards (a credit rating
of A/A2 or better at the time of the agreement), limiting the amount
of agreements or contracts it enters into with any one party. The
Company may be exposed to credit losses in the event of nonperformance
by individual counterparties or the entire group of counterparties. The
Company has not recognized any losses due to counterparty
non-performance for the six months ended July 31, 2009.
10. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is defined as the exchange price that would be received for
an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement
date. U.S. GAAP establishes a fair value hierarchy which requires an
entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. U.S. GAAP prescribes
three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or
liabilities. Level 1 inputs are considered to carry the most weight
within the fair value hierarchy due to the low levels of judgment
required in determining fair values.
Level 2 - Observable market-based inputs or unobservable inputs that
are corroborated by market data.
Level 3 - Unobservable inputs reflecting the reporting entity's own
assumptions. Level 3 inputs are considered to carry the least weight
within the fair value hierarchy due to substantial levels of judgment
required in determining fair values.
The Company uses the market approach to measure fair value for its
mutual funds, interest rate swap agreements, put option contracts,
precious metal collars and forward contracts. The market approach uses
prices and other relevant information generated by market transactions
involving identical or comparable assets or liabilities.
Financial assets and liabilities carried at fair value at July 31, 2009
are classified in the table below in one of the three categories
described above:
Financial Assets Estimated Fair Value
-------------------------- --------------------------------------------------
Carrying Total Fair
(in thousands) Value Level 1 Level 2 Level 3 Value
----------------------------------------------------------------------------------------------------------------
Mutual funds a $ 25,191 $ 25,191 $ -- $ -- $ 25,191
Derivatives designated as hedging instruments:
Interest rate swap
agreements a 4 -- 4 -- 4
Put option contracts b 1,710 -- 1,710 -- 1,710
Precious metal collars b 524 -- 524 -- 524
Derivatives not designated as hedging instruments:
Foreign exchange forward
contracts b 270 -- 270 -- 270
-------------------------------------------------------------------------------------
Total assets $ 27,699 $ 25,191 $ 2,508 $ -- $ 27,699
=====================================================================================
13
Financial Liabilities Estimated Fair Value
-------------------------- --------------------------------------------------
Carrying Total Fair
(in thousands) Value Level 1 Level 2 Level 3 Value
----------------------------------------------------------------------------------------------------------------
Derivatives designated as hedging instruments:
Interest rate swap
agreements c $ 627 $ -- $ 627 $ -- $ 627
Precious metal collars d 146 -- 146 -- 146
Derivatives not designated as hedging instruments:
Foreign exchange forward
contracts d 852 -- 852 -- 852
-------------------------------------------------------------------------------------
Total liabilities $ 1,625 $ -- $ 1,625 $ -- $ 1,625
=====================================================================================
a This amount is included within Other assets, net on the Company's
Condensed Consolidated Balance Sheet.
b This amount is included within Prepaid expenses and other current
assets on the Company's Condensed Consolidated Balance Sheet.
c This amount is included within Other long-term liabilities on the
Company's Condensed Consolidated Balance Sheet.
d This amount is included within Accounts payable and accrued
liabilities on the Company's Condensed Consolidated Balance Sheet.
The fair value of cash and cash equivalents, accounts receivable,
accounts payable and accrued liabilities approximates carrying value
due to the short-term maturities of these assets and liabilities. The
fair value of debt with variable interest rates approximates carrying
value. The fair value of debt with fixed interest rates was determined
using the quoted market prices of debt instruments with similar terms
and maturities. The total carrying value of short-term borrowings and
long-term debt was $751,748,000 and the corresponding fair value was
$857,915,000 at July 31, 2009.
11. EMPLOYEE BENEFIT PLANS
The Company maintains several pension and retirement plans, as well as
provides certain health-care and life insurance benefits.
Net periodic pension and other postretirement benefit expense included
the following components:
Three Months Ended July 31,
-------------------------------------------------------------------
Other
Pension Benefits Postretirement Benefits
-------------------------------------------------------------------
(in thousands) 2009 2008 2009 2008
------------------------------------------------------------------------------------------------------------
Service cost $ 2,949 $ 4,393 $ 268 $ 416
Interest cost 5,681 4,397 646 478
Expected return on plan assets (3,726) (3,915) -- --
Amortization of prior service cost 268 320 (165) (197)
Amortization of net loss (74) 216 (1) --
-------------------------------------------------------------------
Net expense $ 5,098 $ 5,411 $ 748 $ 697
===================================================================
14
Six Months Ended July 31,
-------------------------------------------------------------------
Other
Pension Benefits Postretirement Benefits
-------------------------------------------------------------------
(in thousands) 2009 2008 2009 2008
------------------------------------------------------------------------------------------------------------
Service cost $ 5,897 $ 8,963 $ 536 $ 833
Interest cost 11,362 8,794 1,292 956
Expected return on plan assets (7,452) (7,829) -- --
Amortization of prior service cost 536 641 (330) (395)
Amortization of net loss (148) 369 (2) --
-------------------------------------------------------------------
Net expense $ 10,195 $ 10,938 $ 1,496 $ 1,394
===================================================================
12. SEGMENT INFORMATION
The Company's reportable segments are as follows:
o Americas includes sales in TIFFANY & CO. stores in the United
States, Canada and Latin/South America, as well as sales of
TIFFANY & CO. products in certain of those markets through
business-to-business, Internet, catalog and wholesale operations;
o Asia-Pacific includes sales in TIFFANY & CO. stores, as well as
sales of TIFFANY & CO. products in certain markets through
business-to-business, Internet and wholesale operations;
o Europe includes sales in TIFFANY & CO. stores, as well as sales
of TIFFANY & CO. products in certain markets through
business-to-business, Internet and wholesale operations; and
o Other consists of non-reportable segments, primarily wholesale
sales of diamonds obtained through bulk purchases that were
subsequently deemed not suitable for the Company's needs. In
addition, Other includes earnings received from a third-party
licensing agreement.
Certain information relating to the Company's segments is set forth
below:
Three Months Ended Six Months Ended
July 31, July 31,
--------------------------------------------------------------------
(in thousands) 2009 2008 2009 2008
-------------------------------------------------------------------------------------------------------
Net sales:
Americas $ 324,862 $ 422,406 $ 583,856 $ 795,971
Asia-Pacific 211,923 214,233 413,350 436,270
Europe 68,329 71,020 123,919 131,145
--------------------------------------------------------------------
Total reportable segments 605,114 707,659 1,121,125 1,363,386
Other 7,379 21,975 8,983 31,728
--------------------------------------------------------------------
$ 612,493 $ 729,634 $ 1,130,108 $ 1,395,114
====================================================================
Earnings (losses) from continuing operations*:
Americas $ 55,738 $ 93,597 $ 85,207 $ 161,888
Asia-Pacific 49,272 53,895 97,215 110,260
Europe 11,907 15,514 19,727 27,088
--------------------------------------------------------------------
Total reportable segments 116,917 163,006 202,149 299,236
Other (4,199) 863 (5,430) 215
--------------------------------------------------------------------
$ 112,718 $ 163,869 $ 196,719 $ 299,451
====================================================================
*Represents earnings (losses) from continuing operations before
unallocated corporate expenses, other income and interest and other
expenses, net.
15
The following table sets forth a reconciliation of the
segments' earnings from continuing operations to the Company's
consolidated earnings from continuing operations before income taxes:
Three Months Ended Six Months Ended
July 31, July 31,
-------------------------------------------------------------------
(in thousands) 2009 2008 2009 2008
------------------------------------------------------------------------------------------------------
Earnings from continuing
operations for segments $ 112,718 $ 163,869 $ 196,719 $ 299,451
Unallocated corporate
expenses (27,606) (29,540) (52,093) (58,436)
Interest and other expenses,
net (12,132) (3,340) (24,572) (4,845)
Other income 4,442 -- 4,442 --
-------------------------------------------------------------------
Earnings from continuing
operations before income
taxes $ 77,422 $ 130,989 $ 124,496 $ 236,170
===================================================================
Unallocated corporate expenses includes certain costs related to
administrative support functions which the Company does not allocate to
its segments. Such unallocated costs include those for information
technology, finance, legal and human resources.
Other income in the second quarter and first half of 2009 represents
income received in connection with the assignment of the Tahera Diamond
Corporation commitments and liens to an unrelated third party, which
represents full settlement under the terms of the assignment agreement.
The Company had taken an impairment charge of $47,981,000 in the year
ended January 31, 2008 associated with the Commitment.
13. SUBSEQUENT EVENT
On August 20, 2009, the Company's Board of Directors declared a
quarterly dividend on its Common Stock of $0.17 per share. This
dividend will be paid on October 12, 2009 to stockholders of record on
September 21, 2009.
16
PART I. Financial Information
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
OVERVIEW
--------
Tiffany & Co. (the "Company") is a holding company that operates through its
subsidiary companies. The Company's principal subsidiary, Tiffany and Company,
is a jeweler and specialty retailer whose principal merchandise offerings are
fine jewelry. The Company also sells timepieces, sterling silverware, china,
crystal, stationery, fragrances and accessories. Through Tiffany and Company and
other subsidiaries, the Company is engaged in product design, manufacturing and
retailing activities.
The Company's reportable segments are as follows:
o Americas includes sales in TIFFANY & CO. stores in the United
States, Canada and Latin/South America, as well as sales of
TIFFANY & CO. products in certain of those markets through
business-to-business, Internet, catalog and wholesale operations;
o Asia-Pacific includes sales in TIFFANY & CO. stores, as well as
sales of TIFFANY & CO. products in certain markets through
business-to-business, Internet and wholesale operations;
o Europe includes sales in TIFFANY & CO. stores, as well as sales
of TIFFANY & CO. products in certain markets through
business-to-business, Internet and wholesale operations; and
o Other consists of non-reportable segments, primarily wholesale
sales of diamonds obtained through bulk purchases that were
subsequently deemed not suitable for the Company's needs. In
addition, Other includes earnings received from a third-party
licensing agreement.
The results of IRIDESSE are presented as a discontinued operation in the
condensed consolidated statements of earnings for all periods presented. Prior
to the reclassification, IRIDESSE results had been included within the Other
non-reportable segment. Refer to "Item 1. Notes to Condensed Consolidated
Financial Statements - Note 4. Discontinued Operations."
All references to years relate to fiscal years ended or ending on January 31 of
the following calendar year.
HIGHLIGHTS
----------
o Worldwide net sales decreased 16% in the three months ("second
quarter") and decreased 19% in the six months ("first half")
ended July 31, 2009. Difficult global economic conditions that
have affected consumer confidence and net worth continue to
affect sales in most markets.
o Worldwide comparable store sales decreased 16% in the second
quarter and decreased 18% in the first half on a
constant-exchange-rate basis (see "Non-GAAP Measures" below).
o The Company continues to open stores, albeit at a more modest
rate this year.
o Operating expenses decreased due to reductions in staffing, as
well as declines in marketing and variable costs.
o Net earnings from continuing operations decreased 31% to
$56,717,000 in the second quarter and 44% to $84,160,000 in the
first half. Net earnings from continuing operations per diluted
share decreased 28% in the second quarter and 41% in the first
half.
o The Company established a new $400,000,000 multi-bank,
multi-currency revolving credit facility ("Credit Facility") to
replace an existing facility that was scheduled to expire in
2010. The Credit Facility will expire in July 2012.
17
NON-GAAP MEASURES
-----------------
The Company's reported sales reflect either a translation-related benefit from
strengthening foreign currencies or a detriment from a strengthening U.S.
dollar.
The Company reports information in accordance with U.S. Generally Accepted
Accounting Principles ("GAAP"). Internally, management monitors its sales
performance on a non-GAAP basis that eliminates the positive or negative effects
that result from translating international sales into U.S. dollars
("constant-exchange-rate basis"). Management believes this
constant-exchange-rate basis provides a more representative assessment of the
sales performance and provides better comparability between reporting periods.
The Company's management does not, nor does it suggest that investors should,
consider such non-GAAP financial measures in isolation from, or as a substitute
for, financial information prepared in accordance with GAAP. The Company
presents such non-GAAP financial measures in reporting its financial results to
provide investors with an additional tool to evaluate the Company's operating
results. The following table reconciles sales percentage increases (decreases)
from the GAAP to the non-GAAP basis versus the previous year:
Second Quarter 2009 vs. 2008 First Half 2009 vs. 2008
---------------------------------------- ----------------------------------------
Constant- Constant-
GAAP Translation Exchange- GAAP Translation Exchange-
Reported Effect Rate Basis Reported Effect Rate Basis
---------------------------------------- ----------------------------------------
Net Sales:
----------
Worldwide (16)% (2)% (14)% (19)% (3)% (16)%
Americas (23)% (1)% (22)% (27)% (1)% (26)%
U.S. (25)% -- (25)% (28)% -- (28)%
Asia-Pacific (1)% 2% (3)% (5)% -- (5)%
Japan (4)% 9% (13)% (5)% 8% (13)%
Other Asia-Pacific 6% (8)% 14% (3)% (12)% 9%
Europe (4)% (17)% 13% (6)% (21)% 15%
Comparable Store Sales:
-----------------------
Worldwide (17)% (1)% (16)% (20)% (2)% (18)%
Americas (26)% (1)% (25)% (30)% (1)% (29)%
U.S. (27)% -- (27)% (30)% -- (30)%
Asia-Pacific (2)% 2% (4)% (6)% 1% (7)%
Japan (1)% 10% (11)% (4)% 8% (12)%
Other Asia-Pacific (3)% (8)% 5% (10)% (10)% --
Europe (10)% (15)% 5% (14)% (18)% 4%
18
RESULTS OF OPERATIONS
---------------------
Certain operating data as a percentage of net sales were as follows:
Second Quarter First Half
---------------------------------------------------
2009 2008 2009 2008
----------------------- -----------------------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 44.9 42.2 44.5 42.5
----------------------- -----------------------
Gross profit 55.1 57.8 55.5 57.5
Selling, general and administrative expenses 40.5 39.4 42.3 40.2
----------------------- -----------------------
Earnings from continuing operations 14.6 18.4 13.2 17.3
Interest and other expenses, net 2.0 0.4 2.2 0.4
----------------------- -----------------------
Earnings from continuing operations before income taxes 12.6 18.0 11.0 16.9
Provision for income taxes 3.3 6.7 3.6 6.2
----------------------- -----------------------
Net earnings from continuing operations 9.3 11.3 7.4 10.7
Net earnings (loss) from discontinued operations -- (0.2) (0.2) (0.3)
----------------------- -----------------------
Net earnings 9.3% 11.1% 7.2% 10.4%
======================= =======================
Net Sales
---------
Net sales were as follows:
Second Quarter
--------------------------------------------------------------------------------
(in thousands) 2009 2008 Decrease
--------------------------------------------------------------------------------------------------------------------
Americas $ 324,862 $ 422,406 (23)%
Asia-Pacific 211,923 214,233 (1)%
Europe 68,329 71,020 (4)%
Other 7,379 21,975 (66)%
---------------------------------------------------------------------------------
$ 612,493 $ 729,634 (16)%
=================================================================================
First Half
---------------------------------------------------------------------------------
(in thousands) 2009 2008 Decrease
--------------------------------------------------------------------------------------------------------------------
Americas $ 583,856 $ 795,971 (27)%
Asia-Pacific 413,350 436,270 (5)%
Europe 123,919 131,145 (6)%
Other 8,983 31,728 (72)%
---------------------------------------------------------------------------------
$ 1,130,108 $ 1,395,114 (19)%
=================================================================================
Comparable Store Sales. Reference will be made to comparable store sales below.
Comparable store sales include only sales transacted in company-operated stores
and boutiques. A store's sales are included in comparable store sales when the
store has been open for more than 12 months. In markets other than Japan, sales
for relocated stores are included in comparable store sales if the relocation
occurs within the same geographical market. In Japan (included in the
Asia-Pacific segment), sales for a new store or boutique are not included if the
store or boutique was relocated from one department store to another or from a
department store to a free-standing location. In all markets, the results of a
store in which the square footage has been expanded or reduced remain in the
comparable store base.
Americas. Total sales in the Americas decreased $97,544,000, or 23%, in the
second quarter equally due to declines in the number of units sold and in the
average price per unit sold, and $212,115,000, or 27%, in the first half for
similar reasons. Comparable U.S. store sales declined 27%, or $92,097,000, in
the second quarter and 30%, or $195,541,000, in the first half. Comparable
branch store sales declined 26% and 29% in the second quarter and first half,
while sales in the New York Flagship store declined 30% and 36%. Combined
Internet and catalog sales in the U.S. declined 8%, or $3,068,000, in the second
quarter and 12%, or $8,834,000, in the first half.
19
Asia-Pacific. Total sales in Asia-Pacific decreased $2,310,000, or 1%, in the
second quarter primarily due to a decline in the average price per unit sold
partly offset by an increase in the number of units sold, and decreased
$22,920,000, or 5%, in the first half primarily due to a decline in the number
of units sold. Comparable store sales declined 2%, or $3,372,000, in the second
quarter and 6%, or $24,444,000, in the first half. On a constant-exchange-rate
basis, Asia-Pacific sales decreased 3% and comparable store sales decreased 4%
in the second quarter (resulting from an 11% decline in Japan comparable store
sales and a 5% increase in comparable store sales in countries other than
Japan). On a constant-exchange-rate basis, Asia-Pacific sales decreased 5% and
comparable store sales decreased 7% in the first half (resulting from a 12%
decline in Japan comparable store sales partly offset by comparable store sales
in countries other than Japan equal to the prior year).
Europe. Total sales in Europe decreased $2,691,000, or 4%, in the second quarter
and $7,226,000, or 6%, in the first half due to the effect of translating
foreign currency-denominated sales into U.S. dollars. On a
constant-exchange-rate basis, sales increased 13% in the second quarter and 15%
in the first half due to incremental sales from new stores opened during the
past 12 months, as well as comparable store sales growth of 5% in the second
quarter and 4% in the first half that reflected growth in the United Kingdom and
Continental Europe. The overall sales decline in the second quarter consisted of
a comparable store sales decline of 10%, or $5,664,000, and a decline of 40%, or
$5,664,000, in e-commerce and other sales, while non-comparable store sales were
$8,783,000. In the first half, the overall sales decline consisted of a
comparable store sales decline of 14%, or $14,826,000, and a decline of 36%, or
$9,321,000 in e-commerce and other sales, while non-comparable store sales were
$17,121,000.
Other. Other sales decreased $14,596,000, or 66%, in the second quarter and
$22,745,000, or 72%, in the first half primarily due to lower wholesale sales of
diamonds that were deemed not suitable for the Company's needs.
Store Data. Management expects to open 13 (net) Company-operated TIFFANY & CO.
stores and boutiques in 2009, increasing the store base by approximately 6%.
Management's expected openings and closings of TIFFANY & CO. stores are:
Actual Openings Expected Openings
Location (Closings) 2009 2009
-------------------------------------------------------------------------------------------------------------------
Americas:
Toronto - Yorkdale Shopping Centre, Canada First Quarter
Guadalajara, Mexico First Quarter
Roseville, California Third Quarter
Seattle - University Village, Washington Third Quarter
Las Vegas - The Crystals at CityCenter, Nevada Fourth Quarter
Asia-Pacific:
Busan - Shinsegae Centum, Korea First Quarter
Hangzhou, China First Quarter
Ikebukuro - Mitsukoshi, Japan (First Quarter)
Kagoshima - Mitsukoshi, Japan (Second Quarter)
Kagoshima - Yamakataya, Japan Second Quarter
Ikebukuro - Seibu, Japan Second Quarter
Canton Road, Hong Kong Second Quarter
Seoul - Shinsegae Youngdeungpo, Korea Third Quarter
Melbourne - Chadstone Mall, Australia Fourth Quarter
Shenzhen, China Fourth Quarter
Europe:
Manchester - Selfridges, England Third Quarter
Amsterdam, Netherlands Fourth Quarter
Gross Margin
------------
Gross margin (gross profit as a percentage of net sales) decreased in the second
quarter and first half by 2.7 and 2.0 percentage points primarily due to higher
product costs. In addition, soft market conditions have affected the Company's
wholesale sales of diamonds and its related profitability.
The Company periodically may adjust its retail prices to address specific market
conditions, product cost increases and longer-term changes in foreign
currencies/U.S. dollar relationships. Among the market conditions that the
Company
20
addresses is consumer demand for the product category involved, which
may be influenced by consumer confidence and competitive pricing conditions. The
Company uses a limited number of derivative instruments to mitigate foreign
exchange and precious metal price exposures (see "Item 1. Notes to Condensed
Consolidated Financial Statements - Note 9. Hedging Instruments").
Selling, General and Administrative ("SG&A") Expenses
-----------------------------------------------------
SG&A expenses decreased $39,649,000, or 14%, in the second quarter, primarily
due to (i) decreased labor and benefit costs of $19,449,000 as a result of staff
reduction initiatives announced during the fourth quarter of 2008 (see "Item 1.
Notes to Condensed Consolidated Financial Statements - Note 3. Restructuring
Charges"); (ii) decreased marketing expenses of $11,433,000; and (iii) a decline
in variable expenses due to lower sales, all of which more than offset
incremental costs of new stores opened in the past 12 months. Additionally, in
the second quarter, the Company received $4,442,000 of income in connection with
the assignment of the Tahera Diamond Corporation commitments and liens to an
unrelated third party, which represents full settlement under the terms of the
assignment agreement. The Company had taken an impairment charge of $47,981,000
in the year ended January 31, 2008 associated with the Commitment. In the first
half, SG&A expenses decreased $83,276,000, or 15%, primarily due to (i)
decreased labor and benefit costs of $36,382,000 as a result of the staff
reduction initiatives mentioned above; (ii) decreased marketing expenses of
$26,967,000; and (iii) a decline in variable expenses due to lower sales, all of
which more than offset incremental costs of new stores opened in the past 12
months. Changes in foreign currency exchange rates had an insignificant effect
on overall SG&A expenses in the second quarter and decreased SG&A expenses by 2%
in the first half compared to the prior year. SG&A expenses as a percentage of
net sales increased by 1.1 percentage points in the second quarter and by 2.1
percentage points in the first half due to the decline in sales and the
de-leveraging effect of fixed costs.
Earnings from Continuing Operations
-----------------------------------
Second Quarter % of Net Second Quarter % of Net
(in thousands) 2009 Sales* 2008 Sales*
----------------------------------------------------------------------------------------------------------------------
Earnings (losses) from continuing
operations:
Americas $ 55,738 17.2% $ 93,597 22.2%
Asia-Pacific 49,272 23.2% 53,895 25.2%
Europe 11,907 17.4% 15,514 21.8%
Other (4,199) (56.9%) 863 3.9%
-----------------------------------------------------------------------------
112,718 163,869
Unallocated corporate expenses (27,606) 4.5% (29,540) 4.0%
Other income 4,442 --
-----------------------------------------------------------------------------
Earnings from continuing operations $ 89,554 14.6% $ 134,329 18.4%
=============================================================================
* Percentages represent earnings (losses) from continuing operations as a
percentage of each segment's net sales.
Earnings from continuing operations decreased 33% in the second quarter. On a
segment basis, the ratio of earnings (losses) from continuing operations (before
the effect of unallocated corporate expenses, other income and interest and
other expenses, net) to each segment's net sales in the second quarter of 2009
and 2008 was as follows:
o Americas - the ratio decreased 5.0 percentage points primarily
resulting from a decrease in gross margin (due to higher product
costs) and a decline in sales which more than offset cost savings
from the initiatives implemented at the end of 2008;
o Asia-Pacific - the ratio decreased 2.0 percentage points
primarily due to a decrease in gross margin (due to higher
product costs), partly offset by reduced operating expenses
attributed to the cost savings initiatives;
o Europe - the ratio decreased 4.4 percentage points primarily due
to a decrease in gross margin (due to higher product costs) and
increased operating expenses (associated with new stores opened
over the past 12 months); and
o Other - the operating loss is attributable to lower wholesale
sales of diamonds and a valuation adjustment related to the
write-down of wholesale diamond inventory.
21
First Half % of Net First Half % of Net
(in thousands) 2009 Sales* 2008 Sales*
----------------------------------------------------------------------------------------------------------------------
Earnings (losses) from continuing
operations:
Americas $ 85,207 14.6% $ 161,888 20.3%
Asia-Pacific 97,215 23.5% 110,260 25.3%
Europe 19,727 15.9% 27,088 20.7%
Other (5,430) (60.4%) 215 0.7%
-----------------------------------------------------------------------------
196,719 299,451
Unallocated corporate expenses (52,093) 4.6% (58,436) 4.2%
Other income 4,442 --
-----------------------------------------------------------------------------
Earnings from continuing operations $ 149,068 13.2% $ 241,015 17.3%
=============================================================================
* Percentages represent earnings (losses) from continuing operations as a
percentage of each segment's net sales.
Earnings from continuing operations decreased 38% in the first half. On a
segment basis, the ratio of earnings (losses) from continuing operations (before
the effect of unallocated corporate expenses, other income and interest and
other expenses, net) to each segment's net sales in the first half of 2009 and
2008 was as follows:
o Americas - the ratio decreased 5.7 percentage points primarily
resulting from a decrease in gross margin (due to higher product
costs) and a decline in sales which more than offset cost savings
from the initiatives implemented at the end of 2008;
o Asia-Pacific - the ratio decreased 1.8 percentage points
primarily due to a decrease in gross margin (due to higher
product costs), partly offset by reduced operating expenses
attributed to the cost savings initiatives;
o Europe - the ratio decreased 4.8 percentage points primarily due
to a decrease in gross margin (due to higher product costs) and
increased operating expenses (associated with new stores opened
over the past 12 months); and
o Other - the operating loss is attributable to lower wholesale
sales of diamonds and a valuation adjustment related to the
write-down of wholesale diamond inventory.
Unallocated corporate expenses includes costs related to administrative support
functions which the Company does not allocate to its segments. Such unallocated
costs include those for information technology, finance, legal and human
resources. Total unallocated corporate expenses decreased in the second quarter
and first half versus comparable periods in the prior year primarily due to cost
savings realized in the current year. As a percentage of net sales, unallocated
corporate expenses increased 0.5 percentage point and 0.4 percentage point in
the second quarter and first half due to lower sales in those periods versus the
prior year.
Other income in the second quarter and first half of 2009 represents income
received in connection with the assignment of the Tahera Diamond Corporation
commitments and liens to an unrelated third party, which represents full
settlement under the terms of the assignment agreement.
Interest and Other Expenses, net
--------------------------------
Interest and other expenses, net increased $8,792,000 in the second quarter and
$19,727,000 in the first half primarily due to higher interest expense related
to new long-term debt issued in the past year.
Provision for Income Taxes
--------------------------
The effective income tax rate for the second quarter of 2009 was 26.7% versus
36.9% in the prior year. The effective income tax rate for the six months ended
July 31, 2009 was 32.4% versus 36.8% in the prior year. The effective tax rate
in the second quarter and first half of 2009 included $5,700,000 of favorable
reserve adjustments relating to the settlement of certain tax audits during the
second quarter.
Net Earnings (Loss) from Discontinued Operations
------------------------------------------------
The loss from discontinued operations related to the Company's IRIDESSE business
was $5,907,000 pre-tax
22
($3,043,000 after tax) for the six months ended July 31,2009. The loss from
discontinued operations for the same period in 2008 was $6,218,000 pre-tax
($4,026,000 after tax). See "Item 1. Notes to Condensed Consolidated Financial
Statements - Note 4. Discontinued Operations."
2009 Outlook
------------
Management believes that there continues to be uncertainty about the outlook for
the global economic environment and has assumed no meaningful improvement in
economic conditions for the remainder of the year. Management's financial
performance objectives are based on the following assumptions, which may or may
not prove valid, and should be read in conjunction with "Item 1A. Risk Factors"
on page 28.
Management's full-year 2009 outlook is currently as follows:
o A net sales decline of approximately 10% composed of (i) a
mid-teens percentage decrease in the Americas, factoring in a
high-teens percentage U.S. comparable store sales decline; (ii) a
low single-digit percentage decrease in Asia-Pacific, which
includes a mid single-digit comparable store sales decline on a
constant-exchange-rate basis; (iii) a low single-digit percentage
decrease in Europe, which includes a low single-digit comparable
store sales increase on a constant-exchange-rate basis; and (iv)
a 50% decrease in Other sales.
o The Company's worldwide expansion strategy is to continue to
open Company-operated TIFFANY & CO. stores and boutiques.
The Company has moderated the rate of anticipated store
openings in 2009 to five in the Americas, six in
Asia-Pacific and two in Europe.
o More than a three-percentage-point decline in operating margin
compared against the prior year (when excluding the non-recurring
items in 2008 as discussed in the notes to "Item 6. Selected
Financial Data" in the Company's Annual Report on Form 10-K)
based upon an expected decline in gross margin and an increase in
the ratio of SG&A expenses to net sales. SG&A expenses are
expected to decline by a high-single-digit percentage for the
full year.
o This outlook includes (i) savings of $60,000,000 resulting
from the staff reduction initiatives taken at the end of
2008; (ii) reduced marketing spending; and (iii) variable
and other fixed cost savings.
o Interest and other expenses, net of approximately $50,000,000,
which represents an increase from the prior year due to higher
interest expense as a result of recent long-term debt issuances.
o An effective income tax rate of 34%.
o Net earnings from continuing operations per diluted share of
$1.65 - $1.75.
o Net inventories declining by a single-digit percentage.
o Capital expenditures of $100,000,000.
New Accounting Standards
------------------------
See "Item 1. Notes to Condensed Consolidated Financial Statements - Note 2. New
Accounting Standards".
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The global credit and equity markets have undergone significant disruption since
the third quarter of 2008, making it difficult for many businesses to obtain
financing or access capital. The Company has taken steps to address these
challenges. First, as noted in the 2009 Outlook section above, management has
reduced costs to better align the Company's expenses with the expected sales
decline. Secondly, the Company secured $400,000,000 of long-term debt since
December 2008 to: (i) refinance debt obligations that have come due or are
expected to mature over the next year; (ii) use the funds for general corporate
purposes; and (iii) provide for financial flexibility in the event that
disruptions in the economy or credit markets continue or worsen.
In July 2009, the Company entered into a new $400,000,000 multi-bank,
multi-currency, committed unsecured revolving credit facility ("Credit
Facility"), and has the option to increase the committed amount to $500,000,000,
subject to bank approval. The Credit Facility replaced the Company's previous
$450,000,000 revolving credit facility.
23
The Credit Facility is intended for working capital and other corporate
purposes. There was $40,754,000 outstanding under the Credit Facility at
July 31, 2009. The Credit Facility will expire in July 2012.
Management believes that the proceeds from the debt financing that the Company
recently issued, other cash on hand, internally-generated cash flows and the
funds available under its revolving Credit Facility are sufficient to support
the Company's planned worldwide business expansion, debt service, capital
expenditures, working capital needs and dividends for the foreseeable future.
The Company's current expectation is to generate free cash flow (cash flow from
operating activities less capital expenditures) of approximately $400,000,000 in
2009.
The following table summarizes cash flows from operating, investing and
financing activities:
First Half
----------------------------------------------------
(in thousands) 2009 2008
-----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in):
Operating activities $ 175,864 $ (77,753)
Investing activities (27,487) (71,856)
Financing activities 6,494 52,206
Effect of exchange rates on cash and cash equivalents 18,287 2,905
----------------------------------------------------
Net increase (decrease) in cash and cash equivalents $ 173,158 $ (94,498)
====================================================
Operating Activities
--------------------
The Company's net cash inflow from operating activities of $175,864,000 in the
first half of 2009 compared with an outflow of $77,753,000 in the same period in
2008. The cash inflow in the first half of 2009 is primarily due to a decrease
in inventories and lower income tax payments. The cash outflow in the first half
of 2008 was primarily due to increased tax payments and inventory purchases.
Working Capital. Working capital (current assets less current liabilities) and
the corresponding current ratio (current assets divided by current liabilities)
were $1,844,653,000 and 7.6 at July 31, 2009, compared with $1,446,812,000 and
3.4 at January 31, 2009 and $1,327,863,000 and 3.2 at July 31, 2008. The
increase in the ratio from January 31, 2009 and July 31, 2008 was primarily due
to a decrease in short-term borrowings as well as higher cash balances.
Accounts receivable, less allowances at July 31, 2009 were 15% lower than at
January 31, 2009 and were 23% lower than at July 31, 2008 due to sales declines.
Changes in foreign currency exchange rates had an insignificant effect on the
change in accounts receivable balances.
Inventories, net at July 31, 2009 were 2% above July 31, 2008 due to new store
openings and were 4% below balances at January 31, 2009 due to steps management
has taken to reduce internal manufacturing and purchases from vendors. Changes
in foreign currency exchange rates had an insignificant effect on the change in
inventories, net.
Investing Activities
--------------------
The Company's net cash outflow from investing activities of $27,487,000 in the
first half of 2009 compared with an outflow of $71,856,000 in the first half of
2008. The decreased outflow in the current year is primarily due to lower
capital expenditures. Capital expenditures were $30,425,000 in the first half of
2009 compared with $67,952,000 in the first half of 2008. The decrease reflected
a moderated rate of store openings in the current year.
Financing Activities
--------------------
The Company's net cash inflow from financing activities of $6,494,000 in the
first half of 2009 compared with an inflow of $52,206,000 in the first half of
2008. The variance between 2009 and 2008 was primarily due to a decrease in net
proceeds received from borrowings.
Share Repurchases. The Company suspended share repurchases during the third
quarter of 2008 in order to conserve cash, and such suspension continued at the
time of this filing. At July 31, 2009, there remained $402,427,000 of
authorization for future repurchases. The Company's stock repurchase program
expires in January 2011. At least annually, the Company's Board of Directors
reviews its policies with respect to dividends and share repurchases with a view
to actual and projected earnings, cash flow and capital requirements. During the
second quarter and first half of 2008, the Company repurchased $73,664,000 and
$128,501,000 of shares outstanding.
24
Recent Borrowings. As discussed above, in July 2009, the Company entered into a
new $400,000,000 revolving Credit Facility. Borrowings are at nine participating
banks and are at interest rates based upon local currency borrowing rates plus a
margin based on the Company's leverage ratio. The weighted average interest rate
at July 31, 2009 was 2.9%.
In July 2009, the Company repaid $40,000,000 of indebtedness, which represented
the current portion of its long-term borrowings.
In April 2009, the Company, in a private transaction with various institutional
lenders, issued, at par, $50,000,000 10% Series A Senior Notes due April 2018.
The proceeds are available for general corporate purposes. The agreement
requires lump sum repayments upon maturity and includes specific financial
covenants and ratios and limits certain payments, investments and indebtedness,
in addition to other requirements customary to such borrowings.
In March 2009, the Company repaid $93,000,000 of its short-term borrowings.
In February 2009, the Company, in a private transaction, issued, at par,
$125,000,000 of its 10% Series A-2009 Senior Notes due February 2017 and
$125,000,000 of its 10% Series B-2009 Senior Notes due February 2019. The
proceeds are available to refinance existing indebtedness and for general
corporate purposes. The agreement requires lump sum repayments upon maturity and
includes specific financial covenants and ratios and limits certain payments,
investments and indebtedness, in addition to other requirements customary to
such borrowings.
The ratio of total debt (short-term borrowings, current portion of long-term
debt and long-term debt) to stockholders' equity was 45% both at July 31 and
January 31, 2009, and was 36% at July 31, 2008. The increase in the ratio as of
July 31, 2009 and January 31, 2009 largely reflects increased borrowings.
At July 31, 2009, the Company was in compliance with all debt covenants.
Contractual Obligations
-----------------------
The Company's contractual cash obligations and commercial commitments at July
31, 2009 and the effects such obligations and commitments are expected to have
on the Company's liquidity and cash flows in future periods have not changed
significantly since January 31, 2009. Also see Recent Borrowings above.
Seasonality
-----------
As a jeweler and specialty retailer, the Company's business is seasonal in
nature, with the fourth quarter typically representing at least one-third of
annual net sales and approximately one-half of annual net earnings. Management
expects such seasonality to continue.
Forward-Looking Statements
--------------------------
This quarterly report on Form 10-Q contains certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 concerning the Company's goals, plans and
projections with respect to store openings, sales, retail prices, gross margin,
expenses, effective tax rate, net earnings and net earnings per share,
inventories, capital expenditures, cash flow and liquidity. In addition,
management makes other forward-looking statements from time to time concerning
objectives and expectations. One can identify these forward-looking statements
by the fact that they use words such as "believes," "intends," "plans," and
"expects" and other words and terms of similar meaning and expression in
connection with any discussion of future operating or financial performance. One
can also identify forward-looking statements by the fact that they do not relate
strictly to historical or current facts. Such forward-looking statements are
based on management's current plan and involve inherent risks, uncertainties and
assumptions that could cause actual outcomes to differ materially from the
current plan. The Company has included important factors in the cautionary
statements included in its 2008 Annual Report on Form 10-K and in this quarterly
report, particularly under "Item 1A. Risk Factors," that the Company believes
could cause actual results to differ materially from any forward-looking
statement.
Although the Company believes it has been prudent in its plans and assumptions,
no assurance can be given that any goal or plan set forth in forward-looking
statements can or will be achieved, and readers are cautioned not to place undue
reliance on such statements which speak only as of the date this quarterly
report was first filed with the Securities and Exchange Commission. The Company
undertakes no obligation to update any of the forward-looking information
included in this document, whether as a result of new information, future
events, changes in expectations or otherwise.
25
PART I. Financial Information
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from fluctuations in foreign currency
exchange rates, precious metal prices and interest rates, which could affect its
consolidated financial position, earnings 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 that may expose the Company to significant market
risk.
Foreign Currency Risk
The Company's Japanese subsidiary satisfies nearly all of its inventory
requirements by purchasing merchandise, payable in U.S. dollars, from the
Company's principal subsidiary. To minimize the potentially negative effect of a
significant strengthening of the U.S. dollar against the Japanese yen, the
Company purchases put option contracts as hedges of forecasted purchases of
merchandise over a maximum term of 12 months. The fair value of put option
contracts is sensitive to changes in yen exchange rates. If the market yen
exchange rate at the time of the put option contract's expiration is stronger
than the contracted exchange rate, the Company allows the option to expire,
limiting its loss to the cost of the put option contract.
The Company also uses foreign exchange forward contracts to offset the foreign
currency exchange risks associated with foreign currency-denominated liabilities
and intercompany transactions between entities with differing functional
currencies. Gains or losses on these foreign exchange forward contracts
substantially offset losses or gains on the liabilities and transactions being
hedged. The term of all outstanding foreign exchange forward contracts as of
July 31, 2009 ranged from one to seven months.
Precious Metal Price Risk
The Company periodically hedges a portion of its forecasted purchases of
precious metals for use in its internal manufacturing operations in order to
minimize the effect of volatility in precious metals prices. The Company may use
a combination of call and put option contracts in net-zero-cost collar
arrangements ("precious metal collars") or forward contracts. For precious metal
collars, if the price of the precious metal at the time of the expiration of the
precious metal collar is within the call and put price, the precious metal
collar would expire at no cost to the Company. The maximum term over which the
Company is hedging its exposure to the variability of future cash flows for all
forecasted transactions is 12 months.
Interest Rate Risk
In the second quarter of 2009, the Company entered into interest rate swap
agreements to effectively convert certain fixed rate debt obligations to
floating rate obligations. Additionally, since the fair value of the Company's
fixed rate long-term debt is sensitive to interest rate changes, the interest
rate swap agreements serve as a hedge to changes in the fair value of these debt
instruments. The Company is hedging its exposure to changes in interest rates
over the remaining maturities of the debt agreements being hedged.
26
PART I. Financial Information
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934), the Registrant's chief executive officer and chief financial officer
concluded that, as of the end of the period covered by this report, the
Registrant's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Registrant in the reports that it
files or submits under the Securities Exchange Act of 1934 is (i) recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and (ii) accumulated and communicated to our management,
including our chief executive officer and chief financial officer, to allow
timely decisions regarding required disclosure.
In the ordinary course of business, the Registrant reviews its system of
internal control over financial reporting and makes changes to its systems and
processes to improve controls and increase efficiency, while ensuring that the
Registrant maintains an effective internal control environment. Changes may
include such activities as implementing new, more efficient systems and
automating manual processes.
The Registrant's chief executive officer and chief financial officer
have determined that there have been no changes in the Registrant's internal
control over financial reporting during the period covered by this report
identified in connection with the evaluation described above that have
materially affected, or are reasonably likely to materially affect, Registrant's
internal control over financial reporting.
The Registrant's management, including its chief executive officer and
chief financial officer, necessarily applied their judgment in assessing the
costs and benefits of such controls and procedures. By their nature, such
controls and procedures cannot provide absolute certainty, but can provide
reasonable assurance regarding management's control objectives. Our chief
executive officer and our chief financial officer have concluded that the
Registrant's disclosure controls and procedures are (i) designed to provide such
reasonable assurance and (ii) are effective at that reasonable assurance level.
27
PART II. Other Information
Item 1A. Risk Factors
As is the case for any retailer, the Registrant's success in achieving its
objectives and expectations is dependent upon general economic conditions,
competitive conditions and consumer attitudes. However, certain factors are
specific to the Registrant and/or the markets in which it operates. The
following "risk factors" are specific to the Registrant; these risk factors
affect the likelihood that the Registrant will achieve the financial objectives
and expectations communicated by management:
(i) Risk: that a continuation or worsening of challenging global economic
conditions and related low levels of consumer confidence over a prolonged period
of time could adversely affect the Registrant's sales.
As a retailer of goods which are discretionary purchases, the
Registrant's sales results are particularly sensitive to changes in economic
conditions and consumer confidence. Consumer confidence is affected by general
business conditions; changes in the market value of securities and real estate;
inflation; interest rates and the availability of consumer credit; tax rates;
and expectations of future economic conditions and employment prospects.
Consumer spending for discretionary goods generally declines during
times of falling consumer confidence, which negatively affects the Registrant's
earnings because of its cost base and inventory investment.
Many of the Registrant's competitors may continue to react to falling
consumer confidence by reducing their retail prices; such reductions and/or
inventory liquidations can have a short-term adverse effect on the Registrant's
sales.
In addition, some observers believe that the short-term attractiveness
of "luxury" goods may have waned in certain markets, thus reducing demand. This
could adversely affect the Registrant's sales and margins.
Uncertainty surrounding the current global economic environment makes it
more difficult for the Registrant to forecast operating results. The
Registrant's forecasts employ the use of estimates and assumptions. Actual
results could differ from forecasts, and those differences could be material.
(ii) Risk: that sales will decline or remain flat in the Registrant's fourth
fiscal quarter, which includes the holiday selling season.
The Registrant's business is seasonal in nature, with the fourth quarter
typically representing at least one-third of annual net sales and approximately
one-half of annual net earnings. Poor sales results during the Registrant's
fourth quarter will have a material adverse effect on the Registrant's sales and
profits.
(iii) Risk: that regional instability and conflict will disrupt tourist travel.
Unsettled regional and global conflicts or crises which result in
military, terrorist or other conditions creating disruptions or disincentives
to, or changes in the pattern, practice or frequency of tourist travel to the
various regions where the Registrant operates retail stores could adversely
affect the Registrant's sales and profits.
(iv) Risk: that foreign currencies will weaken against the U.S. dollar and
require the Registrant to raise prices or shrink profit margins in locations
outside of the U.S.
The Registrant operates retail stores and boutiques in various countries
outside of the U.S. and, as a result, is exposed to market risk from
fluctuations in foreign currency exchange rates. The Registrant's sales in those
countries represented 46% of its net sales, of which Japan represented 19% of
net sales, in Fiscal 2008. A substantial weakening of foreign currencies against
the U.S. dollar would require the Registrant to raise its retail prices or
reduce its profit margins in various locations outside of the U.S. Consumers in
those markets may not accept significant price increases on the Registrant's
goods; thus, there is a risk that a substantial weakening of foreign currencies
will result in reduced sales or profit margins.
28
(v) Risk: that the current volatile global economy may have a material adverse
effect on the Company's liquidity and capital resources.
U.S. and global credit and equity markets have recently undergone
significant disruption, making it difficult for many businesses to obtain
financing on acceptable terms. A prolonged downturn in the economy, extending
further than those included in management's projections, could have an effect on
the Registrant's cost of borrowing, could diminish its ability to service or
maintain existing financing, and could make it more difficult for the Registrant
to obtain additional financing or to refinance existing long-term obligations.
In addition, increased disruption in the markets could lead to the failure of
financial institutions. If any of the banks participating in the Registrant's
revolving credit facility were to declare bankruptcy, the Registrant would no
longer have access to those committed funds.
Further deterioration in the stock market could continue to negatively
impact the valuation of pension plan assets and result in increased minimum
funding requirements.
(vi) Risk: that the Registrant will be unable to continue to offer merchandise
designed by Elsa Peretti.
The Registrant's long-standing right to sell the jewelry designs of Elsa
Peretti and use her trademark is responsible for a substantial portion of the
Registrant's revenues. Merchandise designed by Ms. Peretti accounted for 11% of
Fiscal 2008 net sales. Tiffany has an exclusive license arrangement with Ms.
Peretti; this arrangement is subject to royalty payments as well as other
requirements. The license may be terminated by Tiffany or Ms. Peretti on six
months notice, even in the case where no default has occurred. Also, no
agreement has been made for the continued sale of the designs or use of the
trademarks ELSA PERETTI following the death of Ms. Peretti. Loss of this license
would materially adversely affect the Registrant's business through lost sales
and profits.
(vii) Risk: that changes in prices of diamonds and precious metals or reduced
supply availability might adversely affect the Registrant's ability to produce
and sell products at desired profit margins.
Most of the Registrant's jewelry and non-jewelry offerings are made with
diamonds, gemstones and/or precious metals. A significant change in the prices
of these commodities could adversely affect the Registrant's business, which is
vulnerable to the risks inherent in the trade for such commodities. A
substantial increase in the price of raw materials and/or high-quality rough and
polished diamonds within the quality grades, colors and sizes that customers
demand could lead to decreased customer demand and lost sales and/or reduced
gross profit margins. Conversely, a decrease in the prices of raw materials
could have a disruptive effect, negatively or positively, on sales demand and
short-term margins.
Acquiring diamonds for the engagement business has, at times, been
difficult because of supply limitations; Tiffany may not be able to maintain a
comprehensive selection of diamonds in each retail location due to the broad
assortment of sizes, colors, clarity grades and cuts demanded by customers. A
substantial increase or decrease in the supply of raw materials and/or
high-quality rough and polished diamonds within the quality grades, colors and
sizes that customers demand could lead to decreased customer demand and lost
sales and/or reduced gross profit margins.
If trade relationships between the Registrant and one or more of its
significant vendors were disrupted, the Registrant's sales could be adversely
affected in the short-term until alternative supply arrangements could be
established.
(viii) Risk: that the value of the TIFFANY & CO. trademark will decline due to
the sale of counterfeit merchandise by infringers.
The TIFFANY & CO. trademark is an asset which is essential to the
competitiveness and success of the Registrant's business and the Registrant
takes appropriate action to protect it. Tiffany actively pursues those who
produce or sell counterfeit TIFFANY & CO. goods through civil action and
cooperation with criminal law enforcement agencies. However, the Registrant's
enforcement actions have not stopped the imitation and counterfeit of the
Registrant's merchandise or the infringement of the trademark, and counterfeit
TIFFANY & CO. goods remain available in many markets. In recent years, there has
been an increase in the availability of counterfeit goods, predominantly silver
jewelry, in various markets by street vendors and small retailers, as well as on
the Internet. The continued sale of counterfeit merchandise could have an
adverse effect on the TIFFANY & CO. brand by undermining Tiffany's reputation
for quality goods and making such goods appear less desirable to consumers of
luxury goods. Damage to the brand would result in lost sales and profits.
29
(ix) Risk: that the Registrant will be unable to lease sufficient space for its
retail stores in prime locations.
The Registrant, positioned as a luxury goods retailer, has established
its retail presence in choice store locations. If the Registrant cannot secure
and retain locations on suitable terms in prime and desired luxury shopping
locations, its expansion plans, sales and profits will be jeopardized. In
addition, if any other high-end retailers were to close locations adjacent to or
near the Company's stores, it could affect the appeal of that shopping center
and reduce overall customer traffic.
In Japan, many of the retail locations are located in department stores.
TIFFANY & CO. boutiques located in department stores in Japan represented 79% of
net sales in Japan and 15% of consolidated net sales in Fiscal 2008. In recent
years, the Japanese department store industry has, in general, suffered
declining sales and there is a risk that such financial difficulties will force
further consolidations or store closings. Should one or more Japanese department
store operators elect or be required to close one or more stores now housing a
TIFFANY & CO. boutique, the Registrant's sales and profits would be reduced
while alternative premises were being obtained. The Registrant's commercial
relationships with department stores in Japan, and their abilities to continue
as leading department store operators, have been and will continue to be
substantial factors in the Registrant's continued success in Japan.
(x) Risk: that the Registrant's business is dependent upon the distinctive
appeal of the TIFFANY & CO. brand.
The TIFFANY & CO. brand's association with quality, luxury and
exclusivity is integral to the success of the Registrant's business. The
Registrant's expansion plans for retail and direct selling operations and
merchandise development, production and management support the brand's appeal.
Consequently, poor maintenance, promotion and positioning of the TIFFANY & CO.
brand, as well as market over-saturation, may adversely affect the business by
diminishing the distinctive appeal of the TIFFANY & CO. brand and tarnishing its
image. This would result in lower sales and profits.
30
PART II. Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table contains the Company's stock repurchases of equity
securities in the second quarter of Fiscal 2009:
Issuer Purchases of Equity Securities
(d) Maximum Number
(c) Total Number of (or Approximate Dollar
Shares (or Units) Value) of Shares, (or
(a) Total Number of (b) Average Purchased as Part of Units) that May Yet Be
Shares (or Units) Price Paid per Publicly Announced Purchased Under the
Period Purchased Share (or Unit) Plans or Programs Plans or Programs
-----------------------------------------------------------------------------------------------------------------------
May 1, 2009 to
May 31, 2009 -- -- -- $402,427,000
June 1, 2009 to
June 30, 2009 -- -- -- $402,427,000
July 1, 2009 to
July 31, 2009 -- -- -- $402,427,000
TOTAL -- -- -- $402,427,000
-----------------------------------------------------------------------------------------------------------------------
In March 2005, the Company's Board of Directors approved a stock repurchase
program ("2005 Program") that authorized the repurchase of up to $400,000,000 of
the Company's Common Stock through March 2007 by means of open market or private
transactions. In August 2006, the Company's Board of Directors extended the
expiration date of the Company's 2005 Program to December 2009, and authorized
the repurchase of up to an additional $700,000,000 of the Company's Common
Stock. In January 2008, the Company's Board of Directors extended the expiration
date of the program to January 2011 and authorized the repurchase of up to an
additional $500,000,000 of the Company's Common Stock.
During the third quarter of 2008, the Company announced that its Board of
Directors had suspended share repurchases, and no repurchases were made during
the fourth quarter of 2008 or in the first half of 2009 in order to preserve
cash. Such suspension continued as of the date this quarterly report on Form
10-Q was first filed with the Securities and Exchange Commission. At July 31,
2009, there remained $402,427,000 of authorization for future repurchases.
31
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 21, 2009 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 successor has
been elected and qualified. All directors are elected at each annual meeting.
Tabulated with the name of each of the nominees elected is the number of Common
shares cast for and against each nominee and the number of Common shares
abstaining to vote for each nominee. There were no broker non-votes with respect
to the election of directors.
Number of
Shares
Nominee Voted For Voted Against Abstaining
--------------------------------------------------------------------------------
Michael J. Kowalski 103,316,020 2,331,708 139,641
Rose Marie Bravo 103,493,338 2,152,075 141,956
Gary E. Costley 103,782,828 1,848,392 156,149
Lawrence K. Fish 102,601,093 3,056,930 129,346
Abby F. Kohnstamm 102,541,390 3,112,815 133,164
Charles K. Marquis 103,724,545 1,918,748 144,076
Peter W. May 103,905,831 1,736,647 144,891
J. Thomas Presby 97,325,713 8,313,674 147,982
William A. Shutzer 103,850,723 1,792,407 144,239
At such meeting, the stockholders approved the appointment of
PricewaterhouseCoopers LLP as the independent registered public accounting firm
to examine the Company's fiscal 2009 financial statements. With respect to such
appointment, 103,535,438 shares were voted to approve, 2,067,633 were voted
against, and 184,298 shares abstained from voting. There were no broker
non-votes with respect to the approval of the appointment of
PricewaterhouseCoopers LLP.
Also at such meeting, the stockholders approved an amendment to the Tiffany &
Co. 2005 Employee Incentive Plan. With respect to such approval, 77,007,666
shares voted to approve, 17,266,104 shares voted against, and 133,036 shares
abstained from voting. There were 11,380,563 broker non-votes that were
discarded for purposes of determining the quorum and voting with respect to the
approval of the amendment to the Tiffany & Co. 2005 Employee Incentive Plan.
32
ITEM 6. Exhibits
(a) Exhibits:
31.1 Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
33
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 1, 2009 By: /s/ James N. Fernandez
-------------------------------
James N. Fernandez
Executive Vice President and
Chief Financial Officer
(principal financial officer)
Exhibit Index
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.