United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1994
Commission File No. 1-123
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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 40210
Louisville, Kentucky (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (502) 585-1100
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: September 1, 1994
Class A Common Stock (voting) 28,988,091
Class B Common Stock (nonvoting) 40,008,147
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
- - ------- --------------------
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Expressed in thousands except per share amounts)
Three Months Ended
July 31,
1994 1993
-------- --------
Net sales $378,773 $389,655
Excise taxes 60,064 67,199
Cost of sales 127,225 127,783
-------- --------
Gross profit 191,484 194,673
Selling, general, and
administrative expenses 92,332 92,767
Advertising expenses 47,141 53,529
-------- --------
Operating income 52,011 48,377
Interest income 259 913
Interest expense 5,497 3,874
-------- --------
Income before income taxes 46,773 45,416
Taxes on income 18,647 15,962
-------- --------
Income before cumulative effect of
changes in accounting principles 28,126 29,454
Cumulative effect of changes in
accounting principles -- (32,542)
-------- --------
Net income (loss) 28,126 (3,088)
Less preferred stock dividend
requirements 118 118
-------- --------
Net income (loss) applicable to common
stock $28,008 $(3,206)
======== ========
Weighted average number of common
shares outstanding in thousands 68,996 82,664
======== ========
Per common share:
Income before cumulative effect of
changes in accounting principles $ .41 $ .35
Cumulative effect of changes in
accounting principles -- (.39)
-------- --------
Net income (loss) $ .41 $ (.04)
======== ========
Cash dividends paid $ .2367 $ .2267
======== ========
See notes to the condensed consolidated statements.
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Expressed in thousands)
July 31, April 30,
1994 1994
----------- --------
(Unaudited)
Assets
- - ------
Cash and cash equivalents $ 35,332 $ 30,540
Accounts receivable, net 199,499 240,580
Inventories:
Barreled whisky 144,288 143,785
Finished goods 136,016 122,976
Work in process 54,819 59,984
Raw materials and supplies 33,364 31,697
---------- ----------
Total inventories 368,487 358,442
Other current assets 24,380 20,344
---------- ----------
Total current assets 627,698 649,906
Property, plant and equipment, net 244,338 245,978
Intangible assets, net 274,031 276,358
Other assets 66,590 61,607
---------- ----------
Total assets $1,212,657 $1,233,849
========== ==========
Liabilities
- - -----------
Commercial paper $ 40,618 $ 54,229
Accounts payable and accrued expenses 180,648 216,175
Current portion of long-term debt 4,867 4,867
Accrued taxes on income 12,115 3,815
Deferred income taxes 2,155 1,970
Dividends payable 16,449 --
---------- ----------
Total current liabilities 256,852 281,056
Long-term debt 298,591 299,061
Deferred income taxes 104,397 102,267
Postretirement benefits 48,221 47,223
Other liabilities and deferred income 45,119 40,555
---------- ----------
Total liabilities 753,180 770,162
Stockholders' Equity
Preferred stock 11,779 11,779
Common stockholders' equity 447,698 451,908
---------- ----------
Total stockholders' equity 459,477 463,687
---------- ----------
Total liabilities and
stockholders' equity $1,212,657 $1,233,849
========== ==========
Note: The balance sheet at April 30, 1994 has been taken from
the audited financial statements at that date, and condensed.
See notes to the condensed consolidated statements.
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Expressed in thousands; amounts in brackets are reductions of
cash)
Three Months Ended
July 31,
1994 1993
------- -------
Cash flows from operating activities:
Net income (loss) $ 28,126 $ (3,088)
Adjustments to reconcile net income to
net cash provided by (used for)
operations:
Cumulative effect of changes in
accounting principles -- 32,542
Depreciation 8,905 8,710
Amortization of intangible assets 2,225 2,200
Deferred income taxes 2,315 194
Other 1,579 390
Changes in assets and liabilities:
Accounts receivable 41,081 13,756
Inventories (10,045) 4,621
Other current assets (4,036) 1,999
Accounts payable and accrued
expenses (35,527) (8,603)
Accrued taxes on income 8,299 9,388
Dividends payable 16,449 18,855
-------- --------
Cash provided by operating
activities 59,371 80,964
-------- --------
Cash flows from investing activities:
Additions to property, plant,
and equipment, net (7,265) (4,780)
Net sales (purchases) of short-term
investments -- (19)
Other (335) (761)
-------- --------
Cash used for investing activities (7,600) (5,560)
-------- --------
Cash flows from financing activities:
Retirement of commercial paper (13,611) --
Reduction of long-term debt (470) (623)
Cash dividends paid (16,449) (18,855)
Cash dividends payable (16,449) (18,855)
-------- --------
Cash used for financing
activities (46,979) (38,333)
-------- --------
Net increase in cash and cash equivalents 4,792 37,071
Cash and cash equivalents, beginning
of period 30,540 74,912
-------- --------
Cash and cash equivalents, end of
period $ 35,332 $111,983
======== ========
See notes to the condensed consolidated statements.
BROWN-FORMAN CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------
The condensed consolidated statements have been prepared in
accordance with the company's customary accounting practices as
set forth in the company's 1994 annual report on Form 10-K and
have not been audited. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary for a fair presentation of this information have been
made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in the company's April
30, 1994 annual report on Form 10-K.
2. ACCOUNTING CHANGES
------------------
On May 1, 1993, the company adopted Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and Statement of
Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits." In the third quarter of 1994,
the company adopted Statement of Financial Accounting Standards
No. 116, "Accounting for Contributions Received and
Contributions Made," and restated the first quarter as if
adoption had occurred May 1, 1993. Accordingly, the company
recorded a liability for charitable contributions
unconditionally pledged but not yet paid.
The cumulative effect of these changes in accounting
principles is as follows (in thousands):
FAS Statement No.
-----------------------------------
106 112 116 Total
------- ------ ------ -------
Pretax charge $43,684 $2,817 $6,721 $53,222
Income taxes 16,955 1,104 2,621 20,680
------- ------ ------ -------
Net charge $26,729 $1,713 $4,100 $32,542
======= ====== ====== =======
Net charge per common share $ .32 $ .02 $ .05 $ .39
======= ====== ====== =======
On May 1, 1993, the company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."
The effect of adopting this standard was immaterial.
3. INVENTORIES
-----------
The company uses the last-in, first-out method for
determining the cost for substantially all inventories. If the
last-in, first-out method had not been used, inventories would
have been $72,398,000 and $71,626,000 higher than reported at
July 31, 1994, and April 30, 1994, respectively.
4. ENVIRONMENTAL
-------------
The company, along with other responsible parties, faces
environmental claims resulting from the cleanup of several
waste deposit sites. The company has accrued $2,700,000 to
cover its portion of these cleanup costs. The company
currently anticipates that all other costs of remediating these
sites, estimated at $8,200,000, are expected to be paid by
other responsible parties or insurance coverage. The company
believes that any additional costs incurred by the company will
not have a material adverse effect on the company's financial
condition or results of operations.
5. CONTINGENCIES
-------------
Various suits and claims (asserted and unasserted) arising
in the ordinary course of business are pending or threatened
against the company. These include product liability suits
against the company that allege injury from the consumption of
alcoholic beverages and suits that allege employment
discrimination based on the plaintiffs' age. While some of
these suits and claims seek significant financial recoveries
from the company, based on a considered evaluation of all known
and threatened litigation, and on the advice of counsel,
management believes that the ultimate resolution of these
matters will not have a material adverse effect on the
company's financial position or results of operations.
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
The following Discussion and Analysis of Financial
Condition and Results of Operations should be read in
conjunction with the company's April 30, 1994 annual report to
stockholders. The results for the three months ended July 31,
1994 are not necessarily indicative of the operating results
for the full year.
Results of Operations
- - ---------------------
First Quarter Fiscal 1995 Compared to First Quarter Fiscal 1994
- - ---------------------------------------------------------------
A summary of operating performance follows (expressed in
thousands, except percentage and per share amounts):
THREE MONTHS ENDED
JULY 31, %
1994 1993 CHANGE
-------- ------- ------
Net Sales
- - ---------
Wines & Spirits $266,029 $279,798 (4.9)
Consumer Durables 112,744 104,518 7.9
Other -- 5,339
-------- --------
Total $378,773 $389,655 (2.8)
Operating Income $ 52,011 $ 48,377 7.5
- - ----------------
Net Income
- - ----------
Income Before Cumulative
Effect of Changes in
Accounting Principles $ 28,126 $ 29,454 (4.5)
Cumulative Effect of
Changes in Accounting
Principles -- (32,542)
-------- --------
Net Income (Loss) $ 28,126 $ (3,088)
Earnings Per Share
- - ------------------
Earnings Before Cumulative
Effect of Changes in
Accounting Principles $ 0.41 $ 0.35 17.1
Cumulative Effect of Changes
in Accounting Principles -- (0.39)
-------- --------
Earnings (Loss) Per Share $ 0.41 $ (0.04)
Effective Tax Rate 39.87% 35.15%
- - ------------------
Sales of the company's wines and spirits segment declined 5%
for the quarter, largely reflecting consumption trends in the
U.S. market. The company's most important brand, Jack Daniel's
Tennessee Whiskey, achieved worldwide depletion volume gains,
however, sales of Brown-Forman's other major beverage brands
generally declined from last year's level. Consumer durables
sales increased 8% compared to last year. Strong Lenox sales
were primarily attributable to successful new product
introductions at Lenox China and Lenox Collections as well as
an increase in same-store sales from its retail stores.
Consolidated operating income increased 8%, boosted by
improved results for the company's consumer durables business.
The effect of sales declines in the wines and spirits segment
was offset by lower advertising in the cocktails category.
Interest costs associated with the company's January 1994
share repurchase lowered first quarter net income by $2.7
million. However, the repurchase had a positive effect on
earnings per share, adding $.03 to first quarter results.
The increase in the effective tax rate is due primarily to
tax legislation signed into law August 10, 1993 and benefits in
fiscal 1994 from an adjustment of prior years' tax accruals.
The company continues to expect the full year effective tax
rate in fiscal 1995 to be approximately 39%.
Early projections of the second quarter indicate the company
should have a strong earnings per share comparison to last year
due primarily to the effect of the share repurchase and a more
appropriate matching of expenses with revenues for the direct
mail business.
Financial Condition at July 31, 1994 Compared to Financial
- - ----------------------------------------------------------
Condition at April 30, 1994
- - ---------------------------
The company's cash flow activity in the first quarter ended
July 31, 1994 continued to reflect a strong financial position.
Cash provided by operating activities was down 27%. However,
this was more than adequate to fund dividend payments, retire
debt, and invest in property, plant, and equipment at a
slightly higher level than last year. Total net working
capital increased less than 1% from April 30, 1994 to $371
million.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- - ------- -----------------
Adams, et al. v. Brown-Forman Corporation (U.S. District Court,
Middle District of Florida, Tampa Division):
As previously reported, Brown-Forman Corporation
terminated approximately 220 employees in a November 1986
reorganization. All terminated employees received special
compensation packages and signed complete releases waiving any
rights they might have as a result of their termination.
Nonetheless, the company was named as a defendant in four
related lawsuits, filed in 1988 and 1989, alleging violation of
the Age Discrimination in Employment Act (the "ADEA") related
to this termination process.
Three of the suits, collectively referred to as Adams, et
al. v. Brown-Forman Corporation, were filed by or on behalf of
the same 44 plaintiffs; the fourth suit was filed by the U.S.
Equal Employment Opportunity Commission (the "EEOC") on behalf
of 104 individuals, including the Adams plaintiffs. The
lawsuits have been consolidated for trial in the U.S. District
Court for the Middle District of Florida. During the course of
this litigation, the EEOC has ceased representation of 19
individuals, thus reducing the total to 85 individuals.
The 44 Adams plaintiffs have asserted their damages to be
approximately $62 million. The EEOC, using the same expert as
that used by the plaintiffs in the private actions, has
determined the EEOC's damage claim to be $43 million for the
individuals on whose behalf it has brought suit, bringing the
total claimed to $105 million. The company and its legal
counsel consider this figure to exceed by far any liability to
which the company might be exposed. The company denies any
liability to the plaintiffs or individuals on whose part the
EEOC has brought suit in these matters and is vigorously
contesting the litigation.
On June 17, 1992, the Eleventh Circuit Court of Appeals
reversed a decision of the trial court and ruled in the
company's favor that "knowing and voluntary" written releases
are valid, even when plaintiffs are making ADEA claims. The
company filed a motion for summary judgment on the release and
other issues. The magistrate judge heard oral argument on
January 5, 1993, and on September 30, 1993, made a report and
recommendation to the District Court that the releases were
valid as to ten of the plaintiffs and recommended that their
cases should be dismissed. The magistrate judge found there
were "genuine issues of material fact" on the release and other
issues with respect to the remaining 75 plaintiffs, and
recommended that the motion for summary judgment be denied as
to them.
On August 10, 1994, the U.S. District Court issued an
order essentially affirming the decision of the magistrate
judge but dismissing one additional plaintiff, leaving 74
remaining.
The company is seeking an interlocutory appeal of the
District Court's decision to the Eleventh Circuit Court of
Appeals for a determination that the written releases executed
by all plaintiffs are legally binding as a matter of law. If
such a determination were made, all claims against the company
would be dismissed.
If the Eleventh Circuit Court of Appeals does not hear the
appeal, the case as to the remaining 74 plaintiffs will proceed
to trial. No trial date has been set.
Item 4. Submission of Matters to a Vote of Security Holders
- - ------- ---------------------------------------------------
At the Annual Meeting of Stockholders of the company held July
28, 1994, the following matter was voted upon:
Election of Geo. Garvin Brown III, Owsley Brown II, W. L. Lyons
Brown, Jr., Owsley Brown Frazier, Richard P. Mayer, Stephen E.
O'Neil, John S. Speed, William M. Street, and James S. Welch to
serve as directors until the next annual election of directors,
or until a successor has been elected and qualified.
For Withheld
Geo. Garvin Brown III 28,049,113 43,588
Owsley Brown II 28,049,113 43,588
W. L. Lyons Brown, Jr. 28,049,113 43,588
Owsley Brown Frazier 28,046,422 46,279
Richard P. Mayer 28,049,113 43,588
Stephen E. O'Neil 28,049,113 43,588
John S. Speed 28,048,321 44,380
William M. Street 28,049,113 43,588
James S. Welch 28,049,113 43,588
Item 6. Exhibits and Reports on Form 8-K
- - ------- --------------------------------
(a)Exhibits:
Exhibit
Number Exhibit
------- -------
27 Financial Data Schedule
(b)Reports on Form 8-K:
1.) There were no reports on Form 8-K filed during the
quarter ended July 31, 1994.
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.
BROWN-FORMAN CORPORATION
(Registrant)
Date: September 9, 1994 By: /s/ Owsley Brown II
-------------------
Owsley Brown II
President and Chief
Executive Officer
Date: September 9, 1994 By: /s/ Clifford G. Rompf, Jr.
--------------------------
Clifford G. Rompf, Jr.
Senior Vice President
(Principal Accounting Officer)