TUPPERWARE BRANDS CORP FORM 10-Q (Quarterly Report) Filed 08/05/14 for the Period Ending 06/28/14 Address 14901 S ORANGE BLOSSOM TRAIL ORLANDO, FL 32837-6600 Telephone (407) 826-5050 CIK 0001008654 Symbol TUP SIC Code 3089 - Plastics Products, Not Elsewhere Classified Industry Personal & Household Prods. Sector Consumer/Non-Cyclical Fiscal Year 12/25 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________ FORM 10-Q ________________________________________ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the 13 weeks ended June 28, 2014 OR Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from to Commission file number 1-11657 ________________________________________ TUPPERWARE BRANDS CORPORATION (Exact name of registrant as specified in its charter) ________________________________________ Delaware 36-4062333 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14901 South Orange Blossom Trail, Orlando, Florida 32837 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (407) 826-5050 ________________________________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 (§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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Indicate by check mark whether th e registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of July 31, 2014 , 50,390,064 shares of the common stock, $0.01 par value, of the registrant were outstanding. Table of Contents TABLE OF CONTENTS Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Statements of Income 13 weeks ended June 28, 2014 and June 29, 2013 and 26 weeks ended June 28, 2014 and June 29, 2013 3 Consolidated Statements of Comprehensive Income 13 weeks ended June 28, 2014 and June 29, 2013 and 26 weeks ended June 28, 2014 and June 29, 2013 4 Consolidated Balance Sheets June 28, 2014 and December 28, 2013 5 Consolidated Statements of Cash Flows 26 weeks ended June 28, 2014 and June 29, 2013 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures about Market Risk 43 Item 4. Controls and Procedures 47 PART II. OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48 Item 6. Exhibits 48 Signatures 49 2 Table of Contents Item 1. Financial Statements (Unaudited) TUPPERWARE BRANDS CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) 13 weeks ended 26 weeks ended June 28, June 29, June 28, June 29, (In millions, except per share amounts) 2014 2013 2014 2013 Net sales $ 674.3 $ 688.4 $ 1,337.5 $ 1,351.3 Cost of products sold 225.7 226.0 447.3 448.8 Gross margin 448.6 462.4 890.2 902.5 Delivery, sales and administrative expense 348.6 349.3 693.1 697.8 Re-engineering and impairment charges 3.4 2.2 5.7 4.4 Gains on disposal of assets 0.5 0.2 2.3 0.2 Operating income 97.1 111.1 193.7 200.5 Interest income 0.5 0.7 1.2 1.3 Interest expense 11.6 10.3 24.0 19.2 Other expense 16.0 0.7 30.1 3.6 Income before income taxes 70.0 100.8 140.8 179.0 Provision for income taxes 22.4 24.5 41.0 44.5 Net income $ 47.6 $ 76.3 $ 99.8 $ 134.5 Earnings per share: Basic $ 0.95 $ 1.46 $ 1.99 $ 2.54 Diluted 0.93 1.43 1.95 2.49 Weighted-average shares outstanding: Basic 50.2 52.4 50.2 53.0 Diluted 51.1 53.5 51.1 54.1 Dividends declared per common share $ 0.68 $ 0.62 $ 1.36 $ 1.24 See accompanying Notes to Consolidated Financial Statements (Unaudited). 3 Table of Contents TUPPERWARE BRANDS CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) 13 weeks ended 26 weeks ended June 28, June 29, June 28, June 29, (In millions) 2014 2013 2014 2013 Net income $ 47.6 $ 76.3 $ 99.8 $ 134.5 Other comprehensive income (loss): Foreign currency translation adjustments 7.3 (56.0 ) 6.4 (43.8 ) Deferred gain (loss) on cash flow hedges, net of tax provision (benefit) of ($0.5), $1.0, ($0.3) and $0.7, respectively (1.4 ) 2.1 0.1 2.2 Pension and other post-retirement income (costs), net of tax provision of $0.3, $0.7, $0.4 and $0.2, respectively 0.5 1.1 0.8 (0.3 ) Other comprehensive income (loss) 6.4 (52.8 ) 7.3 (41.9 ) Total comprehensive income $ 54.0 $ 23.5 $ 107.1 $ 92.6 See accompanying Notes to Consolidated Financial Statements (Unaudited). 4 Table of Contents TUPPERWARE BRANDS CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) June 28, December 28, (In millions, except share amounts) 2014 2013 ASSETS Cash and cash equivalents $ 82.7 $ 127.3 Accounts receivable, less allowances of $34.6 and $32.9, respectively 191.1 168.8 Inventories 351.8 313.4 Deferred income tax benefits, net 86.3 96.4 Non-trade amounts receivable, net 56.4 50.1 Prepaid expenses and other current assets 30.9 23.0 Total current assets 799.2 779.0 Deferred income tax benefits, net 434.2 397.9 Property, plant and equipment, net 301.4 300.9 Long-term receivables, less allowances of $19.2 and $20.5, respectively 20.7 23.1 Trademarks and tradenames, net 120.6 125.7 Other intangible assets, net 2.3 3.2 Goodwill 182.5 181.5 Other assets, net 36.4 32.6 Total assets $ 1,897.3 $ 1,843.9 LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 121.9 $ 149.7 Short-term borrowings and current portion of long-term debt and capital lease obligations 299.1 235.4 Accrued liabilities 343.5 352.4 Total current liabilities 764.5 737.5 Long-term debt and capital lease obligations 617.8 619.9 Other liabilities 229.6 233.6 Shareholders' equity: Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued — — Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued 0.6 0.6 Paid-in capital 184.6 178.3 Retained earnings 1,308.0 1,289.2 Treasury stock, 13,206,611 and 13,282,929 shares, respectively, at cost (898.3 ) (898.4 ) Accumulated other comprehensive loss (309.5 ) (316.8 ) Total shareholders' equity 285.4 252.9 Total liabilities and shareholders' equity $ 1,897.3 $ 1,843.9 See accompanying Notes to Consolidated Financial Statements (Unaudited). 5 Table of Contents TUPPERWARE BRANDS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 26 weeks ended June 28, June 29, (In millions) 2014 2013 Operating Activities: Net income $ 99.8 $ 134.5 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 31.6 24.8 Unrealized foreign exchange loss 29.2 2.5 Equity compensation 8.5 7.7 Amortization of deferred debt costs 0.4 0.4 Premium on senior notes — 6.3 Net gains on disposal of assets (2.2 ) — Provision for bad debts 6.6 5.9 Write-down of inventories 10.6 7.2 Non-cash impact of re-engineering and impairment costs 0.4 — Net change in deferred income taxes (21.1 ) (19.1 ) Excess tax benefits from share-based payment arrangements (7.1 ) (9.8 ) Changes in assets and liabilities: Accounts and notes receivable (27.1 ) (31.5 ) Inventories (47.4 ) (40.9 ) Non-trade amounts receivable (10.7 ) (0.4 ) Prepaid expenses (8.6 ) (6.8 ) Other assets (0.7 ) 3.0 Accounts payable and accrued liabilities (6.1 ) (19.2 ) Income taxes payable (12.7 ) 0.4 Other liabilities (0.5 ) 1.7 Net cash impact from hedging activity (0.6 ) 4.5 Other 0.1 0.2 Net cash provided by operating activities 42.4 71.4 Investing Activities: Capital expenditures (31.2 ) (23.8 ) Proceeds from disposal of property, plant and equipment 5.5 7.1 Net cash used in investing activities (25.7 ) (16.7 ) Financing Activities: Dividend payments to shareholders (65.2 ) (52.7 ) Net proceeds from issuance of senior notes — 200.0 Proceeds from exercise of stock options 10.7 16.7 Repurchase of common stock (31.4 ) (203.7 ) Repayment of capital lease obligations (2.0 ) (1.4 ) Net change in short-term debt 63.5 (17.9 ) Debt issuance costs — (0.7 ) Excess tax benefits from share-based payment arrangements 7.1 9.8 Net cash used in financing activities (17.3 ) (49.9 ) Effect of exchange rate changes on cash and cash equivalents (44.0 ) (12.2 ) Net change in cash and cash equivalents (44.6 ) (7.4 ) Cash and cash equivalents at beginning of year 127.3 119.8 Cash and cash equivalents at end of period $ 82.7 $ 112.4 See accompanying Notes to Consolidated Financial Statements (Unaudited).