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 quarterly period ended October 31, 1994
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 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: December 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 Six Months Ended
October 31, October 31,
1994 1993 1994 1993
-------- -------- -------- --------
Net sales $484,711 $465,725 $863,484 $855,380
Excise taxes 69,739 69,739 129,803 136,938
Cost of sales 180,718 165,398 307,943 293,181
-------- -------- -------- --------
Gross profit 234,254 230,588 425,738 425,261
Selling, general, and
administrative expenses 98,438 95,539 190,770 188,306
Advertising expenses 48,547 58,874 95,688 112,403
-------- -------- -------- --------
Operating income 87,269 76,175 139,280 124,552
Gain on sale of
business before
income taxes -- 30,077 -- 30,077
Interest income 422 1,143 681 2,056
Interest expense 5,847 3,744 11,344 7,618
-------- -------- -------- --------
Income before income
taxes and cumulative
effect of accounting
changes 81,844 103,651 128,617 149,067
Taxes on income 32,794 41,136 51,441 57,098
-------- -------- -------- --------
Income before
cumulative effect of
accounting changes 49,050 62,515 77,176 91,969
Cumulative effect of
accounting changes -- -- -- 32,542
-------- -------- -------- --------
Net income 49,050 62,515 77,176 59,427
Less preferred stock
dividend requirements 118 118 236 236
-------- -------- -------- --------
Net income applicable
to common stock $ 48,932 $ 62,397 $ 76,940 $ 59,191
======== ======== ======== ========
Weighted average number
of common shares
outstanding in thousands 68,996 82,664 68,996 82,664
Per common share:
Income before
cumulative effect of
accounting changes $ .71 $ .76 $ 1.12 $ 1.11
Cumulative effect of
accounting changes -- -- -- (.39)
------- -------- -------- --------
Net income $ .71 $ .76 $ 1.12 $ .72
======= ======== ======== ========
Cash dividends paid $ .2367 $ .2267 $ .4734 $ .4534
======= ======== ======== ========
See notes to the condensed consolidated statements
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Expressed in thousands)
October 31, April 30,
1994 1994
---- ----
(Unaudited)
Assets
- ------
Cash and cash equivalents $ 40,426 $ 30,540
Accounts receivable, net 299,170 240,580
Inventories:
Barreled whisky 149,812 143,785
Finished goods 129,791 122,976
Work in process 73,775 59,984
Raw materials and supplies 33,820 31,697
---------- ----------
Total inventories 387,198 358,442
Other current assets 32,434 20,344
---------- ----------
Total current assets 759,228 649,906
Property, plant, and equipment, net 243,647 245,978
Intangible assets, net 270,523 276,358
Other assets 69,660 61,607
---------- ----------
Total assets $1,343,058 $1,233,849
========== ==========
Liabilities
- -----------
Commercial paper $ 89,833 $ 54,229
Accounts payable and accrued expenses 231,823 216,175
Current portion of long-term debt 5,414 4,867
Accrued taxes on income 9,923 3,815
Deferred income taxes 2,339 1,970
---------- ----------
Total current liabilities 339,332 281,056
Long-term debt 292,776 299,061
Deferred income taxes 106,262 102,267
Postretirement benefits 49,064 47,223
Other liabilities and deferred income 46,445 40,555
---------- ----------
Total liabilities 833,879 770,162
Stockholders' Equity
- --------------------
Preferred stock 11,779 11,779
Common stockholders' equity 497,400 451,908
---------- ----------
Total stockholders' equity 509,179 463,687
---------- ----------
Total liabilities and
stockholders' equity $1,343,058 $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)
Six Months Ended
October 31,
1994 1993
---- ----
Cash flows from operating activities:
Net income $77,176 $59,427
Adjustments to reconcile net income
to net cash provided by (used for)
operations:
Cumulative effect of changes in
accounting principles -- 32,542
Depreciation 18,395 17,963
Amortization of intangible assets 4,457 4,390
Deferred income taxes 4,364 5,060
Gain on sale of business, net of
income taxes -- (18,350)
Other 3,116 1,642
Changes in assets and liabilities:
Accounts receivable (58,590) (87,981)
Inventories (28,756) (5,669)
Other current assets (12,090) (769)
Accounts payable and accrued expenses 15,648 46,695
Accrued taxes on income 6,108 (9,514)
------- --------
Cash provided by operating
activities 29,828 45,436
------- --------
Cash flows from investing activities:
Proceeds from sale of business -- 31,837
Additions to property, plant, and
equipment, net (16,064) (11,308)
Net sales of short-term investments -- 3,005
Other (847) 964
------- --------
Cash provided by (used for)
investing activities (16,911) 24,498
------- --------
Cash flows from financing activities:
Commercial paper 35,605 --
Reduction of long-term debt (5,738) (6,620)
Cash dividends paid (32,898) (37,710)
------- --------
Cash (used for) financing
activities (3,031) (44,330)
------- --------
Net increase in cash and cash equivalents 9,886 25,604
Cash and cash equivalents, beginning
of period 30,540 74,912
------- --------
Cash and cash equivalents,
end of period $40,426 $100,516
======= ========
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. SALE OF CREDIT CARD OPERATIONS
------------------------------
On October 15, 1993, the company sold substantially all the
assets of its credit card processing operations. The sale
resulted in a pretax gain of approximately $30,077,000
($18,350,000 or $.22 per share after-tax).
4. 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 $73,123,000 and $71,626,000 higher than reported at
October 31, 1994, and April 30, 1994, respectively.
5. INCOME TAXES
------------
Taxes on income for the second quarter of fiscal 1994
include a $4,220,000 or $.05 per share charge resulting from an
increase in the corporate income tax rate. Included in this
amount is a charge of $3,580,000 or $.04 per share for the
retroactive effect of a higher tax rate on earnings from
January 1, 1993 to April 30, 1993, and a noncash charge to
restate the deferred tax liability at the new corporate tax
rate.
6. ENVIRONMENTAL
-------------
The company, along with other responsible parties, faces
environmental claims resulting from the cleanup of several
waste deposit sites. The company currently anticipates that
the total cost of remediating these sites is approximately
$9,700,000. The company has accrued its estimated portion of
these cleanup costs and expects other responsible parties and
insurance coverage to cover the remaining costs. 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.
7. 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 reported 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 six months ended October 31,
1994 are not necessarily indicative of the operating results
for the full year.
Unusual Items
- -------------
Net income for fiscal 1994 contains unusual income and
expense items. Effective May 1, 1993, the company adopted
Statements of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions," No. 112, "Employers' Accounting for Postemployment
Benefits," and No. 116, "Accounting for Contributions Received
and Contributions Made." The adoption of these standards
resulted in a pretax charge totaling $53.2 million ($32.5
million or $.39 per share after-tax). The charge to net income
from adopting these accounting standards was recorded as the
cumulative effect of accounting changes. On October 15, 1993,
the company sold substantially all the assets of its credit
card processing operations. The sale resulted in a pretax gain
of approximately $30,077,000 ($18,350,000 or $.22 per share
after-tax). Taxes on income for the second quarter of fiscal
1994 include a $4,220,000 (or $.05 per share) charge resulting
from an increase in the corporate income tax rate. Included in
this amount is an unusual charge of $3,580,000 (or $.04 per
share) for the retroactive effect of a higher tax rate on
earnings from January 1, 1993 to April 30, 1993, and a noncash
charge to restate the deferred tax liability at the new
corporate tax rate.
Results of Operations
- ---------------------
Second Quarter Fiscal 1995 Compared to Second Quarter Fiscal 1994
- -----------------------------------------------------------------
A summary of operating performance follows (expressed in
thousands, except percentage and per share amounts):
THREE MONTHS ENDED
OCTOBER 31, %
1994 1993 CHANGE
---- ---- ------
Net Sales
- ---------
Wines & Spirits $317,664 $306,902 3.5
Consumer Durables 167,047 154,109 8.4
Other -- 4,714 --
-------- --------
Total $484,711 $465,725 4.1
Operating Income $ 87,269 $ 76,175 14.6
- ----------------
Gain on Sale of Business -- $ 30,077 --
- ------------------------
Net Income $ 49,050 $ 62,515 (21.5)
- ----------
Earnings Per Share $ 0.71 $ 0.76 (6.6)
- ------------------
Sales of the company's wines and spirits segment were up 4%
for the quarter due to higher sales of Jack Daniel's and the
company's premium wine brands. Sales of Brown-Forman's other
major beverage brands were generally flat or lower than the
same period last year. Consumer durables sales increased 8%
compared to last year. Strong sales gains for Lenox China,
higher same store sales at the company's retail operations and
successful new products contributed to the increase in sales.
Consolidated operating income increased 15%, attributable to
improved profitability of the company's consumer durables
business, as well as continued growth of Jack Daniel's
Tennessee Whiskey and lower advertising in the cocktails
category.
The adoption last year of a newly mandated accounting method
for direct mail advertising also had a positive impact on
second quarter results, adding about $.04 per share to earnings
for the period. The accounting change should correspondingly
reduce fourth quarter earnings, with virtually no effect on
full year results. Interest costs associated with the
company's January 1994 share repurchase lowered second quarter
net income by about $3 million, however, the repurchase had a
positive effect on earnings per share, adding a net benefit of
$.09 to second quarter results.
The effective tax rate, before unusual items, increased due
to passage of the 1993 tax act which increased the statutory
rate and reduced overseas tax benefits, and due to the
improvement in consumer durable earnings, which bear relatively
higher taxes. Additionally, in fiscal 1994, the effective tax
rate benefited from a favorable adjustment of prior years' tax
accruals.
Earnings last year were $.76 per share. Excluding the gain
of $.22 per share from the sale of a business and a charge of
$.04 per share to account for changes in tax legislation
affecting prior periods, earnings last year were $.58 per
share.
Six Months Fiscal 1995 Compared to Six Months Fiscal 1994
- ---------------------------------------------------------
A summary of operating performance follows (expressed in
thousands, except percentage and per share amounts):
SIX MONTHS ENDED
OCTOBER 31, %
1994 1993 CHANGE
---- ---- ------
Net Sales
- ---------
Wines & Spirits $583,693 $586,700 (0.5)
Consumer Durables 279,791 258,627 8.2
Other -- 10,053 --
-------- --------
Total $863,484 $855,380 0.9
Operating Income $139,280 $124,552 11.8
- ----------------
Gain on Sale of Business -- $ 30,077 --
- ------------------------
Net Income
- ----------
Income Before Cumulative
Effect of Accounting
Changes $ 77,176 $ 91,969 (16.1)
Cumulative Effect of
Accounting Changes -- (32,542) --
-------- --------
Net Income $ 77,176 $ 59,427 29.9
SIX MONTHS ENDED
OCTOBER 31, %
1994 1993 CHANGE
---- ---- ------
Earnings Per Share
- ------------------
Earnings Before Cumulative Effect
of Accounting Changes $ 1.12 $ 1.11 0.9
Cumulative Effect of
Accounting Changes -- (0.39) --
--------- --------
Earnings Per Share $ 1.12 $ 0.72 55.6
Sales of the company's wines and spirits segment were down
less than one percent for the first six months reflecting
consumption trends in the U.S. market. While the company's
most important brand, Jack Daniel's Tennessee Whiskey, achieved
worldwide depletion volume gains and sales of premium wine
brands increased, sales of other beverage brands generally
declined from last year's level. Sales of consumer durables
for the first six months were up 8% compared to last year.
Double-digit sales gains for Lenox China, same store increases
at the company's retail operations, and successful new product
introductions all contributed to the sales increase.
Consolidated operating income increased 12% due primarily to
strong sales gains and operating efficiencies in the consumer
durables business, and lower advertising expense in the
cocktails category of the wines and spirits segment.
Interest costs associated with the company's January 1994
share repurchase lowered first half net income by about $6
million, however, the repurchase had a positive effect on
earnings per share, adding $.12 to first half results.
The effective tax rate, before unusual items, for the first
six months increased due to passage of the 1993 tax act which
increased the statutory rate and reduced overseas tax benefits,
and the improvement in consumer durable earnings, which bear
relatively higher taxes. Additionally, in fiscal 1994, the
effective tax rate benefited from a favorable adjustment of
prior years' tax accruals. The company expects the full year
effective tax rate in fiscal 1995 to be approximately 39% to
40%.
Earnings last year were $.72 per share. Excluding the
charge of $.39 per share for adoption of new accounting
standards, the gain of $.22 per share from the sale of a
business, and a charge of $.04 per share to account for changes
in tax legislation affecting prior periods, earnings were $.93
per share.
The company expects any further growth in earnings per share
in the second half to be very modest due to the higher
effective tax rate, the reduction in fourth quarter earnings
due to the accounting change in direct mail advertising, and
overseas investments in the company's beverage business. For
the past four quarters, the company's main business experienced
positive operating trends which are expected to continue. For
the full fiscal year, the company expects to experience good
growth in earnings per share, and current trends in operating
income indicate a solid basis for additional growth in the
future.
Financial Condition at October 31, 1994 Compared to Financial
- -------------------------------------------------------------
Condition at April 30, 1994
- ---------------------------
The company's cash flow activity in the first half ended
October 31, 1994 continued to reflect strength and flexibility.
Cash from operating activities together with short-term
commercial paper borrowings provided more than adequate cash to
fund dividends, long-term debt payments, and normal investments
in property, plant, and equipment. These investments were at a
slightly higher level than last year. Cash provided by
operating activities of $30 million was $15 million or 34%
lower than last year due primarily to increased inventory in
the wines and spirits segment.
Dividends
- ---------
The Board of Directors increased the quarterly cash dividend
4.8% from 23.67 cents to 24.80 cents per share on Class A and
Class B common stock payable January 1, 1995. As a result, the
indicated annual cash dividend per share rose from 94.68 cents
to 99.20 cents.
Environmental
- -------------
The company, along with other responsible parties, faces
environmental claims resulting from the cleanup of several
waste deposit sites. The company currently anticipates that
the total cost of remediating these sites is approximately
$9,700,000. The company has accrued its estimated portion of
these cleanup costs and expects other responsible parties and
insurance coverage to cover the remaining costs. 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.
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
legal rights against the company 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. By order issued August 10, 1994, the District
Court accepted a prior report and recommendation of a U.S.
Magistrate that the releases were valid and binding as to 11 of
the plaintiffs and that their cases should be dismissed. The
District Court found there were "genuine issues of material
fact" on the release and other issues with respect to the
remaining 74 plaintiffs, and denied the motion for summary
judgment as to them.
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 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 October 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)
/s/ Owsley Brown II
Date: December 12, 1994 By:____________________
Owsley Brown II
President and Chief
Executive Officer
/s/ Clifford G. Rompf, Jr.
Date: December 12, 1994 By:____________________
Clifford G. Rompf, Jr.
Senior Vice President
(Principal Accounting Officer)