-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AFyX5kEQlm0w8Rf+t33Y+vOPO14swSzua4HXSFP1Z1XQ5/mzHD2yApo+z57q/J/N esCsSWSw06qqtahb+s/maw== 0001157523-03-003093.txt : 20030722 0001157523-03-003093.hdr.sgml : 20030722 20030722093042 ACCESSION NUMBER: 0001157523-03-003093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030722 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUPPERWARE CORP CENTRAL INDEX KEY: 0001008654 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 364062333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11657 FILM NUMBER: 03795486 BUSINESS ADDRESS: STREET 1: 14901 S ORANGE BLOSSOM TRAIL CITY: ORLANDO STATE: FL ZIP: 32837-6600 BUSINESS PHONE: (407) 826-5050 MAIL ADDRESS: STREET 1: P O BOX 2353 CITY: ORLANDO STATE: FL ZIP: 32802-2353 8-K 1 a4438324.txt TUPPERWARE 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2003 TUPPERWARE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-11657 36-4062333 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) P.O. Box 2353, Orlando Florida 32802 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (407) 826-5050 Item 7 (c). Exhibits Exhibit 99.1 Press Release of Tupperware Corporation, dated July 22, 2003, reporting Tupperware Corporation's financial results for the second quarter of 2003. Item 9. Regulation FD Disclosure This information set forth under "Item 9. Regulation FD Disclosure" is intended to be furnished under said Item 9 and also under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release Nos. 33-8216 and 34-47583. Such information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On July 22, 2003, Tupperware Corporation issued an earnings release announcing its financial results for the second quarter ended June 28, 2003. A copy of the earnings release is attached as Exhibit 99.1. 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 hereunto duly authorized. Orlando, Florida TUPPERWARE CORPORATION July 22, 2003 (Registrant) By: /s/Thomas M. Roehlk ----------------------------- Thomas M. Roehlk Senior Vice President, General Counsel and Secretary Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press Release of Tupperware Corporation, dated July 22, 2003, reporting Tupperware Corporation's financial results for the second quarter of 2003. EX-99 3 a4438324_ex991.txt TUPPERWARE EXHIBIT 99.1 Exhibit 99.1 Tupperware Announces Strong Momentum in Europe Offset by North America Declines in the Second Quarter ORLANDO, Fla.--(BUSINESS WIRE)--July 22, 2003--Tupperware Corporation (NYSE:TUP) announced today that second quarter results were in line with its expectations. For the second quarter ended June 28, 2003, net income was $14 million or 24 cents per diluted share, including one cent from gains on land development. This is compared to $32 million or 54 cents per diluted share in the prior year, which included 11 cents from gains on land development and property less re-engineering costs. The profit impact of change in the exchange rate for the major currencies has been eliminated by a translation hedging program in effect through 2003. Sales in the second quarter increased eight percent to $310 million compared to $286 million in the prior year. Excluding foreign currency and the new business model in North America, sales were down one percent compared to last year. "While we are pleased with continuing momentum in our European business, which contributes about half of our profits, it was not enough to offset steep declines in North America, " said Rick Goings, Chairman and Chief Executive Officer. "Latin America, Asia Pacific and BeautiControl are performing as anticipated at the beginning of the year," Goings continued. The balance sheet continues to improve with a debt-to-total-capital ratio of 57 percent compared to 70 percent for the same period last year, which is on track to achieve a target of 50-55 percent by year end. Debt declined $86 million to $272 million from $358 million in the prior year. Tupperware will conduct a conference call on Tuesday, July 22, 2003, at 10:00 am Eastern time. The conference call will be simulcast and archived, along with a copy of this news release, at http://www.Tupperware.com. Segment Highlights Europe This segment reported sales of $135 million, up 36 percent over last year. Excluding foreign currency, sales were up 11 percent, including a year-over-year increase of $2 million from business to business sales. This sales momentum is due to continued growth in the sales force size and activity, which is up eight percent and two percent respectively from last year. Profits were $25 million compared to $37 million last year, which included approximately $21 million related to the gain on sale of a Spanish manufacturing facility. Excluding this gain and a $3.5 million positive foreign currency impact, profits increased $6.2 million or 32 percent compared to the prior year. Current sales force trends bode well for continuing positive momentum in the second half, although at a more moderate pace than the first half. North America As previously announced, the Target partnership had a significant effect on party scheduling, attendance and cancellation rates, and Tupperware will withdraw from the partnership effective September 1. Declining party activity and a lower sales force size, resulted in sales being down 15 percent. Excluding the impact of a new business model, sales declined 26 percent. The sales decrease along with increased promotional costs resulted in a segment loss of $4.8 million in the second quarter compared to a profit of $10.4 million last year. The decision to terminate the Target relationship has been positively received by the sales force. However, it will take several quarters to rebuild momentum in the business and operating results will be impacted throughout this year. It is anticipated that North America will, at best, break even in 2003 compared to a $30 million profit last year. Asia Pacific This region performed as expected with a sales increase of six percent compared to the prior year. Excluding foreign currency, sales were up one percent due to increased productivity of the sales force. Although sales force size was down two percent and average active sales force down 14 percent compared to last year, these trends were improved from the first quarter. Profits were down $1.9 million. Excluding foreign currency, profits were down $2.6 million due to discounting of excess inventory in Japan and declines in Korea. The Philippines market showed early signs of stability in both sales force trends and operating results. While the Korea sales force size has increased, these trends are not yet reflected in operating results. Other markets in Asia Pacific are performing as expected and this area is anticipated to have sequential improvement through the second half. Latin America This segment is performing as expected and has shown sequential improvement since the fourth quarter of 2002 in both sales and profits. Although improving, sales force size and activity declines of 13 percent and 15 percent respectively resulted in sales being down 23 percent compared to the prior year. Excluding foreign currency, sales were down 15 percent. These sales resulted in segment profits of $2.1 million, down $2.8 million from last year. Excluding foreign currency, profits were down $2.4 million. The sequential improvement is expected to continue through the second half as comparisons become easier in the fourth quarter. BeautiControl North America Sales increased 24 percent due to sales force growth of 24 percent and average active sales force growth of 19 percent compared to prior year. Profits declined $1.7 million from prior year as a result of promotional spending to build the sales force size. The current sales force size advantage is expected to lead to continued improvement in sales. Profits are expected to improve in the second half as promotional spending declines. Year to Date Net income is $21 million or 35 cents per diluted share including one cent from gains on land development. This compares to $48 million or 81 cents per diluted share last year, which included ten cents from gains on land development and property less re-engineering costs. Sales were up eight percent from $538 million to $581 million. Excluding foreign currency and North America new business model, sales were down two percent compared to the prior year. Outlook Due to second quarter declines in North America, which are expected to continue throughout the year, partially offset by positive momentum in Europe, full-year expectations are reduced to $1.18-$1.26 per diluted share, including 13 to 16 cents from gains on land development and 10 cents positive impact from foreign currency. Tupperware Corporation, a $1.1 billion multinational company, is one of the world's leading direct sellers, supplying premium food storage, preparation and serving items to consumers in more than 100 countries through its Tupperware brand. In partnership with over a million independent sales consultants worldwide, Tupperware reaches consumers through informative and entertaining home parties; retail access points in malls and other convenient venues; corporate and sales force Internet web sites; and television shopping. Additionally, premium beauty and skin care products are brought to customers through its BeautiControl brand in North America, Latin America and Asia Pacific. Consumers can access the brands' web sites at http://www.tupperware.com and http://www.beauticontrol.com. Tupperware stock is listed on the New York Stock Exchange (NYSE:TUP). Statements contained in this release which are not historical fact and use predictive words such as "outlook" or "target" are forward-looking statements. These statements involve risks and uncertainties which include recruiting and activity of the Company's independent sales forces, the success of new product introductions and promotional programs, the ability to obtain all government approvals on land development, the success of buyers in attracting tenants for commercial developments, the effects of economic and political conditions generally and foreign exchange risk in particular and other risks detailed in the Company's report on Form 8-K dated April 10, 2001, as filed with the Securities and Exchange Commission. TUPPERWARE CORPORATION CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (Dollars in millions, except per share) 13 13 26 26 Weeks Weeks Weeks Weeks Ended Ended Reported Restated Foreign Ended Ended Jun 28,Jun 29, % % ExchangeJun 28,Jun 29, Inc Inc Impact 2003 2002 (Dec) (Dec) 2003 2002 ---------------------- -------- ---------------------- SALES - ----- Europe $135.4 $99.7 36 % 11 % $21.8 $270.7 $199.5 Asia Pacific 59.5 56.0 6 1 2.9 98.5 97.4 Latin America 30.2 39.1 (23) (15) (3.4) 50.7 73.6 North America (a) 61.6 72.7 (15) (16) 0.5 117.3 130.9 BeautiControl North America 23.3 18.6 24 24 - 44.3 36.6 -------------- ---------------------- $310.0 $286.1 8 1 $21.8 $581.5 $538.0 ============== ====================== SEGMENT PROFIT (LOSS) - --------------------- Europe (b) $25.3 $36.7 (31) (37) $3.5 $54.8 $53.6 Asia Pacific 6.1 8.0 (24) (30) 0.7 7.2 11.2 Latin America 2.1 4.9 (58) (54) (0.4) 0.1 7.6 North America (4.8) 10.4 - - - (12.5) 14.0 BeautiControl North America 0.2 1.9 (89) (89) - 1.6 3.5 -------------- ---------------------- 28.9 61.9 (53) (56) $3.8 51.2 89.9 -------------- ========-------------- Unallocated expenses (6.8) (3.0) + (12.3) (6.5) Translation hedge (3.6) (1.1) + (7.8) (1.1) Other income (c) 1.8 5.1 (65) 1.8 5.8 Re-engineering and impairment charges (d) - (16.3) - - (17.7) Interest expense, net (2.1) (5.7) (63) (6.5) (10.4) -------------- -------------- Income before taxes 18.2 40.9 (56) 26.4 60.0 Provision for income taxes 4.1 8.9 (55) 5.9 12.4 -------------- -------------- Net income $14.1 $32.0 (56) $20.5 $47.6 ============== ============== Net income per common share (diluted) $0.24 $0.54 (55) $0.35 $0.81 ============== ============== Average number of shares 58.4 59.2 58.4 59.0 ============== ============== (Dollars in millions, except per share) Reported Restated Foreign % % Exchange Inc Inc Impact (Dec) (Dec) -------- -------- -------- SALES - ----- Europe 36% 11% $43.5 Asia Pacific 1 (5) 6.4 Latin America (31) (21) (9.8) North America (a) (10) (11) 0.7 BeautiControl North America 21 21 - -------- 8 - $40.8 ======== SEGMENT PROFIT (LOSS) - --------------------- Europe (b) 2 (11) $7.7 Asia Pacific (36) (42) 1.3 Latin America (99) (99) (1.2) North America - - - BeautiControl North America (53) (53) - -------- (43) (48) $7.8 ======== Unallocated expenses 89 Translation hedge + Other income (c) (69) Re-engineering and impairment charges (d) - Interest expense, net (38) Income before taxes (56) Provision for income taxes (53) Net income (57) Net income per common share (diluted) (56) Average number of shares (a) The new business model that started in 2001 is being phased into North America and currently has 271 distributors using this model. The remaining distributors are expected to be completed by the end of 2003. This model results in a higher company sales price that includes the margin that was previously realized by the distributors who are now compensated with a commission. For 2003, this represents an increase in the selling price of $11.0 and $23.0 million in the second quarter and year-to-date periods, respectively. For 2002, this represents an increase in the selling price of $4.8 and $7.2 million in the second quarter and year-to-date periods, respectively. (b) In both the second quarter and year-to-date 2002, Europe includes $21.9 million gain on the sale of the Spanish manufacturing facility and $0.8 million of costs related to write-downs of accounts receivable and inventory arising from the decision to restructure the Company's United Kingdom operations. (c) Other income of $1.8 million pretax ($1.2 million after tax) represents the gain on the sale of land held for development near the Company's Orlando, Florida headquarters site ($1.2 million pretax and $0.7 million after tax) and a gain for premiums on options which have expired unexercised for the right to put the Company into an interest rate swap agreement ($0.6 million pretax and $0.5 million after tax). Other income for 2002 of $5.1 million pretax ($3.2 million after tax) and $5.8 million pretax ($3.6 million after tax) for the second quarter and year-to-date, respectively, represents the gain on the sale of the Company's convention center and land held for development near the Company's Orlando, Florida headquarters site. (d) The re-engineering and impairment charge line item of $16.3 million pretax ($11.8 million after tax) and $17.7 million pretax ($12.7 million after tax) for the second quarter and year-to-date 2002, respectively, primarily relates to costs for severance associated with the consolidation of European operations and the establishment of regional clusters. It also included severance and impairment costs related to downsizing of Japanese and Mexican marketing and manufacturing operations. TUPPERWARE CORPORATION CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) 13 Weeks Ended 26 Weeks Ended Jun 28,Jun 29, Jun 28,Jun 29, (In millions, except per share data) 2003 2002 2003 2002 -------------- -------------- Sales and other income: Net Sales (a) $310.0 $286.1 $581.5 $538.0 Other Income (b) 1.8 27.0 1.8 27.7 Interest Income 0.4 0.6 1.0 1.1 -------------- -------------- Total sales and other income $312.2 $313.7 $584.3 $566.8 Costs and expenses : Cost of products sold 108.6 94.7 197.9 174.5 Delivery, sales and administrative expense 179.4 155.2 344.2 302.4 Interest expense 2.5 6.3 7.5 11.5 Re-engineering and impairment charges (c) - 16.3 - 17.7 Other expense 3.5 0.3 8.3 0.7 -------------- -------------- Total costs and expenses 294.0 272.8 557.9 506.8 -------------- -------------- Income before income taxes 18.2 40.9 26.4 60.0 Provision for income taxes 4.1 8.9 5.9 12.4 -------------- -------------- Net income $14.1 $32.0 $20.5 $47.6 ============== ============== Net income per common share: Basic $0.24 $0.55 $0.35 $0.82 ============== ============== Diluted $0.24 $0.54 $0.35 $0.81 ============== ============== (a) The new business model that started in 2001 is being phased into North America and currently has 271 distributors using this model. The remaining distributors are expected to be completed by the end of 2003. This model results in a higher company sales price that includes the margin that was previously realized by the distributors who are now compensated with a commission. For 2003, this represents an increase in the selling price of $11.0 and $23.0 million in the second quarter and year-to-date, respectively. For 2002, this represents an increase in the selling price of $4.8 and $7.2 million in the second quarter and year-to-date, respectively. (b) Other income of $1.8 million pretax ($1.2 million after tax) represents the gain on the sale of land held for development near the Company's Orlando, Florida headquarters site ($1.2 million pretax and $0.7 million after tax) and a gain for premiums on options which have expired unexercised for the right to put the Company into an interest rate swap agreement ($0.6 million pretax and $0.5 million after tax). Other income for 2002 of $27.0 million pretax ($17.4 million after tax) and $27.7 million pretax ($17.8 million after tax) for the second quarter and year-to-date, respectively, represents the gain on the sale of the Spanish manufacturing facility and the sale of the Company's convention center and land held for development near the Company's Orlando, Florida headquarters site. (c) The re-engineering and impairment charge line item of $16.3 million pretax ($11.8 million after tax) and $17.7 million pretax ($12.7 million after tax) for the second quarter and year-to-date 2002, respectively, primarily relates to costs for severance associated with the consolidation of European operations and the establishment of regional clusters. It also included severance and impairment costs related to downsizing of Japanese and Mexican marketing and manufacturing operations. TUPPERWARE CORPORATION CONSOLIDATED BALANCE SHEET ASSETS (UNAUDITED) June 28, Dec. 28, (In millions) 2003 2002 ----------- ---------- Cash and cash equivalents $ 21.9 $ 32.6 Accounts receivable 132.8 139.8 Less allowances for doubtful accounts (25.8) (36.6) ------------- ------------ 107.0 103.2 Inventories 159.4 148.2 Deferred income tax benefits 47.7 44.1 Prepaid expenses and other assets 42.6 32.0 ------------- ------------ Total current assets 378.6 360.1 ------------- ------------ Deferred income tax benefits 128.2 124.8 Property, plant and equipment 1,037.5 981.1 Less accumulated depreciation (810.6) (752.2) ------------- ------------ 226.9 228.9 Long-term receivables, net of allowance of $25.4 million at June 28, 2003 and $12.4 million at December 28, 2002 42.6 39.6 Goodwill, net of accumulated amortization of $1.6 million at June 28, 2003 and December 28, 2002 56.2 56.2 Other assets 20.9 21.0 ------------- ------------ Total assets $ 853.4 $ 830.6 ============= ============ TUPPERWARE CORPORATION CONSOLIDATED BALANCE SHEET LIABILITIES AND SHAREHOLDERS' EQUITY (UNAUDITED) (Dollars in millions, except per share June 28, Dec. 28, amounts) 2003 2002 ------------ ------------ Accounts payable $ 75.1 $ 89.3 Short-term borrowings and current portion of long-term debt 6.6 21.2 Accrued liabilities 191.8 172.5 ------------ ------------ Total current liabilities 273.5 283.0 ------------ ------------ Long-term debt 265.2 265.1 Accrued post-retirement benefit cost 36.2 35.7 Other liabilities 75.1 69.3 Commitments and contingencies 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; 62,367,289 shares issued 0.6 0.6 Paid-in Capital 22.8 22.8 Subscription receivable (21.3) (21.2) Retained earnings 529.0 535.3 Treasury Stock, 3,936,651 shares at June 28, 2003 and 4,006,381 shares at December 28, 2002 at cost (108.2) (110.2) Unearned portion of restricted stock issued for future service (0.1) (0.1) Accumulated other comprehensive loss (219.4) (249.7) ------------ ------------ Total shareholders' equity 203.4 177.5 ------------ ------------ Total liabilities and shareholders' equity $ 853.4 $ 830.6 ============ ============ TUPPERWARE CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) 26 weeks ended June 28, June 29, 2003 2002 (In millions) -------- -------- OPERATING ACTIVITIES Net income $20.5 $47.6 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 26.4 23.6 Net gain on sale of assets (0.6) (27.1) Non-cash impact of re-engineering and impairment charge - 1.3 Changes in assets and liabilities: Decrease in accounts receivable 5.0 8.5 Increase in inventories (0.5) (14.6) Decrease in accounts payable and accrued liabilities (0.7) (10.7) Decrease in income taxes payable (10.3) (9.8) (Increase) decrease in net deferred income taxes (5.0) 9.0 Other, net 7.0 (4.3) -------- -------- Net cash provided by operating activities 41.8 23.5 -------- -------- INVESTING ACTIVITIES Capital expenditures (17.4) (18.4) Proceeds from disposal of property, plant & equipment 3.0 38.8 -------- -------- Net cash (used in) provided by investing activities (14.4) 20.4 -------- -------- FINANCING ACTIVITIES Dividend payments to shareholders (25.7) (25.6) Proceeds from exercise of stock options 0.9 4.0 Net decrease (increase) in short-term debt 1.2 (17.1) Payment of long-term debt (15.0) - -------- -------- Net cash used in financing activities (38.6) (38.7) -------- -------- Effect of exchange rate changes on cash and cash equivalents 0.5 2.0 -------- -------- Net (decrease) increase in cash and cash equivalents (10.7) 7.2 Cash and cash equivalents at beginning of period 32.6 18.4 -------- -------- Cash and cash equivalents at end of period $21.9 $25.6 ======= ======== TUPPERWARE CORPORATION SUPPLEMENTAL INFORMATION Second Quarter Ended June 2003 Sales Force Statistics:(i) Segment DIST. % AVG. % TOTAL % CHG. ACTIVE CHG. CHG. --------------------------------------------------------------------- Europe 688 1 58,981 2 211,930 8 Asia Pacific 667 (11) 44,240 (14) 501,357 (2) Latin America 201 (13) 66,427 (15) 315,424 (13) North America 361 4 20,698 (12) 123,122 (5) ------ -------- ---------- Tupperware 1,917 190,346 1,151,833 BeautiControl N.A. n/a n/a 24,530 19 66,900 24 ------ -------- ---------- Total 1,917 (4)214,876 (7)1,218,733 (3) ====== ======== ========== (i) As collected by the Company and provided by distributors UNAUDITED SELECTED FINANCIAL DATA SECOND QUARTER 2003 ($ - millions) Cash 21.9 Total Debt to Capital Ratio 57% Net Current Receivables 107.0 Equity 203.4 Net Inventory 159.4 Capital Expenditures 10.0 Short-Term Debt 6.6 Depreciation and Amortization 12.9 Long-Term Debt 265.2 CONTACT: Tupperware Corporation, Orlando Jane Garrard, 407/826-4522 http://www.tupperware.com -----END PRIVACY-ENHANCED MESSAGE-----