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 OCTOBER 31, 1998 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 No. 1-123 Brown-Forman Corporation (Exact name of Registrant as specified in its Charter) Delaware 61-0143150 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 850 Dixie Highway Louisville, Kentucky 40210 (Address of principal executive offices) (Zip Code) (502) 585-1100 (Registrant's telephone number, including area code) N/A (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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: November 30, 1998 Class A Common Stock ($.15 par value, voting) 28,988,091 Class B Common Stock ($.15 par value, nonvoting) 39,601,947
BROWN-FORMAN CORPORATION Index to Quarterly Report Form 10-Q PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Page Condensed Consolidated Statement of Income Three months ended October 31, 1997 and 1998 3 Six months ended October 31, 1997 and 1998 3 Condensed Consolidated Balance Sheet April 30, 1998 and October 31, 1998 4 Condensed Consolidated Statement of Cash Flows Six months ended October 31, 1997 and 1998 5 Notes to the Condensed Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-13 Item 3. Quantitative and Qualitative Disclosures about Market Risk 13 PART II - OTHER INFORMATION Item 2. Changes in Securities 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 2
PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) BROWN-FORMAN CORPORATION CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) (Dollars in millions, except per share amounts) Three Months Ended Six Months Ended October 31, October 31, 1997 1998 1997 1998 ------ ------ ------ ------- Net sales $554.2 $577.8 $982.3 $1,023.6 Excise taxes 71.1 72.7 127.4 128.4 Cost of sales 205.0 208.5 359.3 365.4 ------ ------ ------ ------- Gross profit 278.1 296.6 495.6 529.8 Selling, general, and administrative expenses 103.6 111.5 201.8 216.1 Advertising expenses 72.8 77.5 133.4 146.0 ------ ------ ------ ------- Operating income 101.7 107.6 160.4 167.7 Interest income 0.6 1.5 1.3 2.5 Interest expense 4.0 3.2 7.9 5.7 ------ ------ ------ ------- Income before income taxes 98.3 105.9 153.8 164.5 Taxes on income 37.4 38.6 58.5 60.0 ------ ------ ------ ------- Net income 60.9 67.3 95.3 104.5 Less: Preferred stock dividend requirements 0.1 0.1 0.2 0.2 Preferred stock redemption premium -- 0.3 -- 0.3 ------ ------ ------ ------- Net income applicable to common stock $ 60.8 $ 66.9 $ 95.1 $ 104.0 ====== ====== ====== ======= Earnings per share - Basic and Diluted $ 0.88 $ 0.97 $ 1.38 $ 1.51 ====== ====== ====== ======= Shares (in thousands) used in the calculation of earnings per share - Basic 68,996 68,664 68,996 68,674 - Diluted 69,020 68,735 69,021 68,741 Cash dividends declared per common share $ 0.27 $ 0.28 $ 0.54 $ 0.56 ====== ====== ====== ======= See notes to the condensed consolidated financial statements. 3
BROWN-FORMAN CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (In millions) April 30, October 31, 1998 1998 (Unaudited) ------- ------- Assets - ------ Cash and cash equivalents $ 78.3 $ 122.7 Accounts receivable, net 264.5 350.9 Inventories: Barreled whiskey 187.0 183.2 Finished goods 178.6 201.5 Work in process 88.4 94.2 Raw materials and supplies 48.1 58.7 ------- ------- Total inventories 502.1 537.6 Other current assets 23.9 25.1 ------- ------- Total current assets 868.8 1,036.3 ------- ------- Property, plant and equipment, net 281.1 281.5 Intangible assets, net 249.8 246.1 Other assets 94.2 107.0 ------- ------- Total assets $1,493.9 $1,670.9 ======= ======= Liabilities - ----------- Commercial paper $ 107.1 $ 203.1 Accounts payable and accrued expenses 233.3 282.7 Current portion of long-term debt 7.5 8.3 Accrued taxes on income 7.6 8.7 Deferred income taxes 27.4 27.4 ------- ------- Total current liabilities 382.9 530.2 Long-term debt 49.8 41.6 Deferred income taxes 149.7 134.2 Accrued postretirement benefits 55.4 56.1 Other liabilities and deferred income 38.8 34.6 ------- ------- Total liabilities 676.6 796.7 Stockholders' Equity - -------------------- Preferred stock 11.8 -- Common stockholders' equity: Common stock 10.3 10.3 Retained earnings 821.2 888.2 Cumulative translation adjustment (8.8) (3.8) Treasury stock (310,000 and 358,900 Class B common shares at April 30 and October 31, respectively) (17.2) (20.5) ------- ------- Common stockholders' equity 805.5 874.2 ------- ------- Total stockholders' equity 817.3 874.2 ------- ------- Total liabilities and stockholders' equity $1,493.9 $1,670.9 ======= ======= Note: The balance sheet at April 30, 1998, has been taken from the audited financial statements at that date, and condensed. See notes to the condensed consolidated financial statements. 4
BROWN-FORMAN CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In millions; amounts in parentheses are reductions of cash) Six Months Ended October 31, 1997 1998 ------ ------ Cash flows from operating activities: Net income $ 95.3 $ 104.5 Adjustments to reconcile net income to net cash provided by (used for) operations: Depreciation 21.2 23.2 Amortization 4.7 4.7 Deferred income taxes 7.3 (15.5) Other (7.9) (5.0) Changes in assets and liabilities: Accounts receivable (69.0) (86.4) Inventories (56.4) (35.5) Other current assets (1.9) (1.2) Accounts payable and accrued expenses 60.9 49.1 Accrued taxes on income 6.0 1.1 ------ ------ Cash provided by operating activities 60.2 39.0 Cash flows from investing activities: Additions to property, plant, and equipment (20.8) (22.2) Disposals of property, plant, and equipment 9.9 0.9 Other (7.1) (8.1) ------ ------ Cash used for investing activities (18.0) (29.4) Cash flows from financing activities: Net change in commercial paper 0.1 96.0 Proceeds from long-term debt 0.8 -- Reduction of long-term debt (13.6) (7.4) Acquisition of treasury stock -- (3.0) Redemption of preferred stock -- (12.1) Dividends paid (37.5) (38.7) ------ ------ Cash provided by (used for) financing activities (50.2) 34.8 ------ ------ Net increase (decrease) in cash and cash equivalents (8.0) 44.4 ------ ------ Cash and cash equivalents, beginning of period 58.2 78.3 ------ ------ Cash and cash equivalents, end of period $ 50.2 $ 122.7 ====== ====== See notes to the condensed consolidated financial statements. 5
BROWN-FORMAN CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) In these notes, "we," "us," and "our" refer to Brown-Forman Corporation. 1. Condensed Consolidated Financial Statements We prepared these unaudited condensed consolidated statements using our customary accounting practices as set out in our 1998 annual report on Form 10-K (the "1998 Annual Report"). We made all of the adjustments (which includes only normal, recurring adjustments) needed to present this data fairly. We condensed or left out some of the information found in financial statements prepared according to generally accepted accounting principles ("GAAP"). You should read these financial statements together with the 1998 Annual Report, which does conform to GAAP. 2. Inventories We use the last-in, first-out method to determine the cost of almost all of our inventories. If the last-in, first-out method had not been used, inventories would have $104.4 million higher than reported as of April 30, 1998, and $107.9 million higher than reported as of October 31, 1998. 3. Environmental Along with other responsible parties, we face environmental claims resulting from the cleanup of several waste deposit sites. We have accrued our estimated portion of cleanup costs. We expect either the other responsible parties or insurance to cover the remaining costs. We do not believe that any additional costs we incur to satisfy environmental claims will have a material adverse effect on our financial condition or results of operations. 4. Contingencies We get sued in the ordinary course of business. Some suits and claims seek significant damages. Many of them take years to resolve, which makes it difficult for us to predict their outcomes. We believe, based on our legal counsel's advice, that none of the suits and claims pending against us will have a material adverse effect on our financial condition or results of operations. 5. Earnings Per Share Basic earnings per share is calculated using net income reduced by dividend requirements on preferred stock, divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated in the same manner, except that the denominator also includes additional common shares that would have been issued if outstanding stock options had been exercised during the period. The dilutive effect of outstanding stock options is determined by application of the treasury stock method. 6
6. Comprehensive Income Effective May 1, 1998, we adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." The adoption of SFAS No. 130 did not have a material impact on our consolidated financial statements. Comprehensive income, which is defined as the change in equity from transactions and other events from nonowner sources, was as follows (in millions): Three Months Ended Six Months Ended October 31, October 31, 1997 1998 1997 1998 ------ ------ ------ ------- Net income $ 60.9 $ 67.3 $ 95.3 $ 104.5 Foreign currency translation adjustment (0.5) 1.8 (1.0) 5.0 ------ ------ ------ ------- Comprehensive income $ 60.4 $ 69.1 $ 94.3 $ 109.5 ====== ====== ====== ======= 7. New Accounting Pronouncement In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which is effective for fiscal years beginning after June 15, 1999. SFAS No. 133 requires that all derivatives be measured at fair value and recognized in the balance sheet as either assets or liabilities. SFAS No. 133 requires that changes in a derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement. The adoption of SFAS No. 133 is not expected to have a material impact on our consolidated financial statements. 8. Redemption of Preferred Stock On October 1, 1998, we redeemed all outstanding shares of the company's preferred stock at a total redemption cost of approximately $12.1 million. The $0.3 million excess of the redemption cost over the $11.8 million carrying amount of the preferred shares was deducted from net income to determine net income applicable to common stock for the three and six month periods ended October 31, 1998. 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis along with our 1998 Annual Report. Note that the results of operations for the six months ended October 31, 1998, do not necessarily indicate what our operating results for the full fiscal year will be. In this Item, "we," "us," and "our" refer to Brown-Forman Corporation. Risk Factors Affecting Forward-Looking Statements: From time to time, we may make forward-looking statements related to our anticipated financial performance, business prospects, new products, and similar matters. We make several such statements in the discussion and analysis which follows, but we do not guarantee that the results indicated will actually be achieved. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. To comply with the terms of the safe harbor, we note that the following non-exclusive list of important risk factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in those forward-looking statements: Generally: We operate in highly competitive markets. Our business is subject to changes in general economic conditions, changes in consumer preferences, the degree of acceptance of new products, and the uncertainties of litigation. As our business continues to expand outside the United States, our financial results are more exposed to foreign exchange rate fluctuations and the health of foreign economies. Our operations could also be adversely impacted by incomplete or untimely resolution of the "Year 2000" issue. Beverage Risk Factors: The U.S. beverage alcohol business is highly sensitive to tax increases; an increase in federal or state excise taxes (which we do not anticipate at this time) would depress our domestic beverage business. Our current outlook for our domestic beverage business anticipates continued success of Jack Daniel's Tennessee Whiskey, Southern Comfort, and our other core spirits brands. Current expectations for our foreign beverage business could prove to be optimistic if the U.S. dollar strengthens against other currencies or if economic conditions deteriorate in the principal countries to which we export our beverage products, including Germany, the United Kingdom, Japan, and Australia. The wine and spirits business, both in the United States and abroad, is also sensitive to political and social trends. Legal or regulatory measures against beverage alcohol (including its advertising and promotion) could adversely affect sales. Product liability litigation against the alcohol industry, while not currently a major risk factor, could become significant if new lawsuits were filed against alcohol manufacturers. Current expectations for our global beverage business may not be met if consumption trends do not continue to increase. Profits could also be affected if grain or grape prices increase. 8
Consumer Durables Risk Factors: Earnings projections for our consumer durables segment anticipate a continued strengthening of our Lenox and Hartmann businesses. These projections could be offset by factors such as poor consumer response rates at Lenox Collections, a soft retail environment at outlet malls, further department store consolidation, or weakened demand for tableware, giftware and/or leather goods. Results of Operations: Second Quarter Fiscal 1999 Compared to Second Quarter Fiscal 1998 Here is a summary of our operating performance (expressed in millions, except percentage and per share amounts): Three Months Ended October 31, 1997 1998 Change ------ ------ ------ Net Sales: Wine & Spirits $391.7 $401.2 2 % Consumer Durables 162.5 176.6 9 % ------ ------ Total $554.2 $577.8 4 % Gross Profit: Wine & Spirits $197.5 $207.2 5 % Consumer Durables 80.6 89.4 11 % ------ ------ Total $278.1 $296.6 7 % Operating Income (Expense): Wine & Spirits $ 83.5 $ 87.4 5 % Consumer Durables 22.0 24.7 13 % Corporate (3.8) (4.5) 19 % ------ ------ Total $101.7 $107.6 6 % Net Income $ 60.9 $ 67.3 10 % Earnings per Share - Basic and Diluted $ 0.88 $ 0.97 10 % Effective Tax Rate 38.0% 36.5% Sales for our wine and spirits segment increased 2%, largely due to growth by Jack Daniel's in the United States and key international markets as well as solid worldwide volume gains by Fetzer and Bolla wines, offset partially by volume declines in some other spirits brands. Gross profit and operating income from the wine and spirits segment both increased 5% for the quarter, reflecting increased revenues, an improved mix of higher-margin product sales, and favorable production costs. 9
Revenues from our consumer durables segment increased 9% for the quarter, reflecting a strong performance by the catalog and direct marketing operations of Lenox Collections and an increase in sales of fine china to department stores. Gross profit and operating income for the segment improved 11% and 13%, respectively, due principally to the increase in higher-margin Lenox Collections sales. Net interest expense declined from last year's second quarter due to lower net debt balances. The reduction in the company's consolidated effective tax rate reflects lower effective state tax rates. Results of Operations: Six Months Fiscal 1999 Compared to Six Months Fiscal 1998 Here is a summary of our operating performance (expressed in millions, except percentage and per share amounts): Six Months Ended October 31, 1997 1998 Change ------- -------- ------ Net Sales: Wine & Spirits $ 709.1 $ 736.3 4 % Consumer Durables 273.2 287.3 5 % ------- -------- Total $ 982.3 $1,023.6 4 % Gross Profit: Wine & Spirits $ 362.3 $ 385.1 6 % Consumer Durables 133.3 144.7 9 % ------- -------- Total $ 495.6 $ 529.8 7 % Operating Income (Expense): Wine & Spirits $ 148.6 $ 156.0 5 % Consumer Durables 20.5 21.6 5 % Corporate (8.7) (9.9) 14 % ------- -------- Total $ 160.4 $ 167.7 5 % Net Income $ 95.3 $ 104.5 10 % Earnings per Share - Basic and Diluted $ 1.38 $ 1.51 10 % Effective Tax Rate 38.0% 36.5% Sales of our wine and spirits increased 4% for the six months ended October 31, driven by strong worldwide growth by Jack Daniel's and by volume gains for Fetzer in international markets. Gross profit and operating income from the wine and spirits segment improved 6% and 5%, respectively, reflecting increased sales as well as favorable production costs. A portion of the gain in gross profit was reinvested in advertising and marketing programs designed to strengthen our brands. 10
Revenues from our consumer durables segment increased 5% for the period, largely due to volume gains for Lenox Collections. Gross profit for the segment improved 9%, driven by higher revenues and an increased mix of high-margin collectible products. The 5% growth in operating income for the segment reflects the gross profit gains, partially offset by higher advertising as well as costs incurred to introduce new Hartmann product lines. Net interest expense decreased from last year due to lower net debt balances. The decline in the company's consolidated effective tax rate reflects lower effective state tax rates. As discussed in Note 7 to the accompanying condensed consolidated financial statements, we are required to adopt SFAS No. 133 by May 1, 2000. The adoption of SFAS No. 133 is not expected to have a material impact on our consolidated financial statements. Liquidity and Financial Condition Cash and cash equivalents increased by $44.4 million during the six months ended October 31, 1998, as cash provided by operating and financing activities exceeded cash used for investing activities. Cash provided by operations totaled $39.0 million, primarily reflecting net income for the period and an increase in accounts payable and accrued expenses related largely to grape purchases. Those amounts were partially offset by an increase in accounts receivable due to the normal seasonality of revenues, an increase in inventories in anticipation of future sales growth, and a partial liquidation of deferred income taxes in compliance with new U.S. tax regulations. Cash of $29.4 million was used for investing activities, consisting mostly of expenditures to expand and modernize our production facilities and enhance our information systems. Cash provided by financing activities was $34.8 million, primarily reflecting short-term borrowings offset partially by dividend payments. Cash provided by financing activities was also reduced by $12.1 million used to redeem our preferred stock on October 1, 1998. Dividends The Board of Directors increased the quarterly cash dividend 5.4% from $0.28 to $0.295 per share on both Class A and Class B common stock, payable January 1, 1999. As a result, the indicated annual cash dividend per share rose from $1.12 to $1.18. Year 2000 Issue Until recently, computer programs generally were written using two digits rather than four to define the applicable year. Accordingly, programs may recognize a date using "00" as the year 1900 instead of as the year 2000. This problem may affect the company's information technology systems (IT systems), such as financial, order entry, inventory control and forecasting systems, and non-IT systems that contain computer chips, such as production equipment and security systems. It may also affect the technology systems of third party vendors and customers, and of governmental entities upon which the company's business ordinarily relies. 11
The Company is addressing the Year 2000 issues in three phases: assessment, design of appropriate remediation, and implementation. For our IT systems, we have substantially completed the assessment and remediation design phases and are in the implementation phase, which consists of replacing or repairing non- compliant systems, testing the new systems and training employees to use them. We expect to complete the implementation phase by the summer of 1999. Also, we have begun assessing the Year 2000 compliance of our non-IT systems and we expect to complete this assessment by the end of this fiscal year. We plan to complete the design and implementation of any remediation necessary with respect to these non-IT systems by the summer of 1999. In addition, we are assessing the Year 2000 preparedness of important customers and suppliers and are monitoring their remediation efforts. The total cost of Year 2000 issues is currently estimated at approximately $20 million. Of the total estimated cost, we expect that approximately one-half will be attributable to new systems and thus capitalized. The other one-half will be expensed as incurred. All costs are expected to be funded through operating cash flows. Through October 31, 1998, we have incurred approximately $11 million, of which $7 million has been capitalized and $4 million has been expensed. We expect to manage the Year 2000 issues in a timely manner and, based on our efforts to date, we believe that substantial disruptions in our business operations due to Year 2000 non-compliance of our systems are unlikely. However, it is not possible to anticipate all possible future outcomes, especially since third parties are involved. Thus, there could be circumstances in which the company would be unable to process customer orders, produce or ship products, invoice customers, collect payments, receive customary governmental approvals or authorizations as they relate to our business, or perform other normal business activities. To address these risks, we have begun and intend to continue developing contingency plans designed to mitigate potential disruptions in operations, including stockpiling raw materials and finished goods, identifying alternative sources of supplies, creating back-up order processing and invoicing procedures, and other appropriate measures. We expect to complete development and testing of these contingency plans by October 1999. The costs, expected completion dates and risks described above represent management's best estimates. However, there can be no guarantee that these estimates will prove to be accurate. Actual results could differ significantly. If we do not successfully complete anticipated replacements and other remediation to our IT systems, if unanticipated disruptions in our non-IT systems occur, or if any of our significant vendors or customers do not successfully achieve Year 2000 compliance on a timely basis, our operations or financial results could be adversely affected in the future. 12
Euro Conversion On January 1, 1999, the euro will be adopted as the national currency of certain member countries of the European Union. The euro will be used as a non-cash transaction currency during a transition period ending January 1, 2002, after which euro-denominated bills and coins will be issued and the countries' former currencies will be withdrawn from circulation. Because Europe is one of our markets, the euro conversion raises issues such as the modification of information systems to accommodate euro-denominated transactions, the recalculation of currency risk, and the competitive impact of cross-border price transparency. However, we do not expect the euro conversion to have a material impact on the company's financial condition or results of operations. Environmental Along with other responsible parties, we face environmental claims resulting from the cleanup of several waste deposit sites. We have accrued our estimated portion of cleanup costs. We expect either the other responsible parties or insurance to cover the remaining costs. We do not believe that any additional costs we incur to satisfy environmental claims will have a material adverse effect on our financial condition or results of operations. Item 3. Quantitative and Qualitative Disclosures about Market Risk Since April 30, 1998, there have been no material changes in the company's interest rate, foreign currency and commodity price exposures, the types of derivative financial instruments used to hedge those exposures, or the underlying market conditions. 13
PART II - OTHER INFORMATION Item 2. Changes in Securities On October 1, 1998, the Corporation redeemed all issued and outstanding shares of its preferred stock, par value $10.00 per share (the "Preferred Stock"), for a redemption price of $10.25 per share. This redemption was carried out pursuant to resolutions approved by the Board of Directors on July 23, 1998 and a notice of redemption dated August 1, 1998 mailed to all holders of Preferred Stock. The Corporation's Restated Certificate of Incorporation, as amended (the "Certificate") provided that, once redeemed, the Preferred Stock could not be re-issued and shall be retired. Coincident with the redemption, the Corporation filed a Certificate of Cancelation with the Delaware Secretary of State, thereby effectively deleting all references to the Preferred Stock from the Corporation's Certificate. The Certificate of Cancelation is filed as an exhibit to this report. On December 3, 1998, pursuant to resolutions adopted by the Board of Directors on November 19, 1998, the Corporation filed a Restated Certificate of Incorporation with the Delaware Secretary of State, which Restated Certificate of Incorporation is filed as an exhibit to this report. The Restated Certificate eliminates all references to the Preferred Stock as well as incorporates all other amendments made to the Certificate since last restated. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit Number Exhibit ------- ------- 3(i)(a) Certificate of Cancelation 3(i)(b) Restated Certificate of Incorporation 27 Financial Data Schedule (b) Reports on Form 8-K: None 14
SIGNATURES As required by the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned authorized officer. BROWN-FORMAN CORPORATION (Registrant) Date: December 10, 1998 By: /s/ Steven B. Ratoff Steven B. Ratoff Executive Vice President and Chief Financial Officer (On behalf of the Registrant and as Principal Financial Officer) 15