SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 ------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-05647 ---------------------------------- MATTEL, INC. ------------ (Exact name of registrant as specified in its charter) Delaware 95-1567322 ------------------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 Continental Boulevard, El Segundo, California 90245-5012 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (310) 252-2000 -------------- (Former name, former address and former fiscal year, None 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 [_] Number of shares outstanding of registrant's common stock as of August 4, 1995: Common Stock - $1 par value -- 221,621,182 shares PART I -- FINANCIAL INFORMATION ------------------------------- MATTEL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, June 30, Dec. 31, (In thousands) 1995 1994 1994 -------------- ----------- ----------- ----------- ASSETS Current Assets Cash $ 73,082 $ 97,702 $ 239,100 Marketable securities 14,624 19,488 20,581 Accounts receivable, net 920,522 879,276 762,024 Inventories 453,902 323,364 339,143 Prepaid expenses and other current assets 201,931 150,318 182,675 ----------- ----------- ----------- Total current assets 1,664,061 1,470,148 1,543,523 ----------- ----------- ----------- Property, Plant and Equipment Land 24,463 16,491 22,577 Buildings 198,091 163,190 172,310 Machinery and equipment 316,612 266,262 289,796 Capitalized leases 24,271 38,209 38,468 Leasehold improvements 52,319 44,601 46,512 ----------- ----------- ----------- 615,756 528,753 569,663 Less: accumulated depreciation 260,286 242,236 248,666 ----------- ----------- ----------- 355,470 286,517 320,997 Tools, dies and molds, net 108,265 90,890 94,924 ----------- ----------- ----------- Property, plant and equipment, net 463,735 377,407 415,921 ----------- ----------- ----------- Other Noncurrent Assets Intangible assets, net 430,607 345,961 432,232 Sundry assets 74,455 68,204 67,350 ----------- ----------- ----------- $ 2,632,858 $ 2,261,720 $ 2,459,026 =========== =========== =========== <FN> See accompanying notes to consolidated financial information. 2 MATTEL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) June 30, June 30, Dec. 31, (In thousands, except share data) 1995 1994 1994 --------------------------------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Notes payable $ 196,992 $ 342,326 $ - Current portion of long-term liabilities 2,612 3,301 3,095 Accounts payable 212,343 178,844 295,246 Accrued liabilities 296,222 295,677 453,146 Income taxes payable 166,708 109,462 164,394 ----------- ----------- ----------- Total current liabilities 874,877 929,610 915,881 ----------- ----------- ----------- Long-Term Liabilities 6-7/8% Senior notes due 1997 99,676 99,536 99,604 6-3/4% Senior notes due 2000 100,000 100,000 100,000 Medium-Term notes 250,000 - 110,500 Mortgage note 44,798 45,000 45,000 Other 104,277 94,413 102,351 ----------- ----------- ----------- Total long-term liabilities 598,751 338,949 457,455 ----------- ----------- ----------- Shareholders' Equity Preference stock 9 9 9 Common stock $1.00 par value, 300.0 million shares authorized; 223.3 million shares, 223.0 million shares and 223.3 million shares issued, respectively (a) 223,254 178,367 223,264 Additional paid-in capital 234,026 281,390 234,913 Treasury stock at cost; 2.1 million shares, 0.5 million shares and 2.4 million shares, respectively (a) (46,656) (7,636) (53,812) Retained earnings (b) 803,050 589,402 737,528 ESOP note receivable - (1,040) - Deferred compensation - (12,555) - Currency translation adjustments (b) (54,453) (34,776) (56,212) ----------- ----------- ----------- Total shareholders' equity 1,159,230 993,161 1,085,690 ----------- ----------- ----------- $ 2,632,858 $ 2,261,720 $ 2,459,026 =========== =========== =========== <FN> (a) Share data for June 1994 have been restated for the effect of the five-for-four stock split distributed in January 1995. (b) Since December 26, 1987. See accompanying notes to consolidated financial information. 3 MATTEL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME For the For the Three Months Ended Six Months Ended ---------------------- ---------------------- June 30, June 30, June 30, June 30, (In thousands, except per share amounts) 1995 1994 1995 1994 ---------------------------------------- ---------- ---------- ---------- ---------- Net Sales $ 763,474 $ 650,263 $1,307,044 $1,137,534 Cost of sales 396,785 335,758 681,330 584,925 ---------- ---------- ---------- ---------- Gross Profit 366,689 314,505 625,714 552,609 Advertising and promotion expenses 106,718 94,010 185,318 165,640 Other selling and administrative expenses 141,498 118,608 273,416 235,405 Interest expense 17,993 11,490 29,070 19,613 Other (income) expense, net (730) 1,315 (4,144) 4,600 ---------- ---------- ---------- ---------- Income Before Income Taxes 101,210 89,082 142,054 127,351 Provision for income taxes 33,714 32,000 47,600 46,200 ---------- ---------- ---------- ---------- Net Income 67,496 57,082 94,454 81,151 Preference stock dividend requirements 1,099 1,223 2,198 2,446 ---------- ---------- ---------- ---------- Net Income Applicable to Common Shares $ 66,397 $ 55,859 $ 92,256 $ 78,705 ========== ========== ========== ========== Primary Income Per Common And Common Equivalent Share ------------------------------------ Net income $ 0.30 $ 0.25 $ 0.41 $ 0.35 ========== ========== ========== ========== Average number of common and common equivalent shares 224,553 224,723 224,220 222,418 ========== ========== ========== ========== Dividends Declared per Common Share $ 0.06 $ 0.05 $ 0.12 $ 0.10 ========== ========== ========== ========== <FN> See accompanying notes to consolidated financial information. 4 MATTEL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended ----------------------- June 30, June 30, (In thousands) 1995 1994 -------------- ---------- ---------- Cash Flows From Operating Activities: ------------------------------------- Net income $ 94,454 $ 81,151 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 63,669 50,534 Provision for deferred compensation 4,599 2,511 (Increase) in accounts receivable (154,753) (244,368) (Increase) in inventories (113,072) (68,080) (Increase) in prepaid expenses and other current assets (19,859) (2,492) (Decrease) in accounts payable, accrued liabilities and income taxes payable (234,044) (110,943) Other, net (12,700) 2,652 ---------- ---------- Net cash flows used for operating activities (371,706) (289,035) ---------- ---------- Cash Flows From Investing Activities: ------------------------------------- Purchases of tools, dies and molds (47,490) (37,447) Purchases of other property, plant and equipment (62,030) (27,161) Purchases of marketable securities (16,355) (17,981) Proceeds from sales of other property, plant and equipment 4,824 6,495 Proceeds from sales of marketable securities 21,497 16,547 Investment in acquired business - (282,363) Contingent consideration - Kransco acquisition (8,625) - Other, net 1,449 (802) ---------- ---------- Net cash flows used for investing activities (106,730) (342,712) ---------- ---------- Cash Flows From Financing Activities: ------------------------------------- Notes payable 195,064 342,547 Issuance of Medium-Term notes 139,500 - Redemption of Fisher-Price term loan - (120,629) Long-term foreign borrowing (842) (4,968) Collection of ESOP note receivable - 2,460 Payment of ESOP notes payable - (2,460) Tax benefit of employee stock options exercised 3,816 21,596 Exercise of stock options 10,769 29,930 Purchase of treasury stock (12,925) (21,671) Dividends paid on common stock (24,056) (18,771) Dividends paid on preference stock (2,198) (2,446) Payment for tendered Fisher-Price warrants - (4,891) Other, net 535 (746) ---------- ---------- Net cash flows from financing activities 309,663 219,951 Effect of Exchange Rate Changes on Cash 2,755 3,385 ---------- ---------- (Decrease) in Cash (166,018) (408,411) Cash at Beginning of Period 239,100 506,113 ---------- ---------- Cash at End of Period $ 73,082 $ 97,702 ========== ========== <FN> See accompanying notes to consolidated financial information. 5 MATTEL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL INFORMATION ------------------------------------------- 1. The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with generally accepted accounting principles applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position and interim results as of and for the periods presented have been included. Certain amounts in the financial statements for prior periods have been reclassified to conform with the current year presentation. Because the Company's business is seasonal, results for interim periods are not necessarily indicative of those which may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 1994 Annual Report to Shareholders. 2. Accounts receivable are shown net of allowances for doubtful accounts of $15.1 million (June 30, 1995), $23.7 million (June 30, 1994) and $16.1 million (December 31, 1994). 3. Inventories are comprised of the following: June 30, June 30, Dec. 31, (In thousands) 1995 1994 1994 -------------- --------- --------- --------- Raw materials and work in progress $ 86,838 $ 70,307 $ 50,334 Finished goods 367,064 253,057 288,809 --------- --------- --------- $ 453,902 $ 323,364 $ 339,143 ========= ========= ========= 4. Net cash flows from operating activities include cash payments for the following: For the Six Months Ended -------------------------- June 30, June 30, (In thousands) 1995 1994 -------------- ----------- ----------- Interest $ 28,789 $ 17,117 Income taxes 47,026 28,164 5. In April, May and June 1995, the Company issued an aggregate of $139.5 million principal amount of fixed rate notes under its Medium-Term Note program. The notes mature on various dates from June 1998 to May 2007 and bear interest at rates ranging from 5.93% to 7.65%. The proceeds of these issuances will be used for general corporate purposes. 6 6. In the current quarter, the Board of Directors declared cash dividends of $0.06 per common share, compared to $0.05 per common share in the second quarter of 1994. Additionally, cash dividends of $1.2717 per Series F convertible preference share were declared, which includes participating common dividends of $0.06 per share. 7. Share and per share data presented in these financial statements reflect the retroactive effects of the five-for-four stock split distributed in January 1995. Income per common share is computed by dividing earnings available to common shareholders by the average number of common and common equivalent shares outstanding during each period. Weighted average share computations assume the exercise of dilutive stock options and warrants, reduced by the number of shares which could be repurchased at average market prices with proceeds from exercise. 7 MATTEL, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- Mattel, Inc. (the "Company") designs, manufactures, markets and distributes a broad variety of toy products on a worldwide basis. The Company's business is dependent in great part on its ability each year to redesign, restyle and extend existing core products and product lines and to design and develop innovative new toys and product lines. New products have limited lives, ranging from one to three years, and generally must be updated and refreshed each year. Core brands which historically have provided the Company with relatively stable growth include BARBIE doll products; FISHER-PRICE toys and juvenile products including the Power Wheels line of battery-powered, ride-on vehicles; Disney-licensed toys; HOT WHEELS vehicles and playsets; large dolls; preschool toys including SEE 'N SAY toys; the UNO and SKIP-BO card games; and the SCRABBLE game, which the Company owns in markets outside of The United States and Canada. RESULTS OF OPERATIONS --------------------- The Company's business is seasonal, and, therefore, results of operations are comparable only with corresponding periods. Following is a percentage analysis of operating results: For the For the Three Months Ended Six Months Ended ------------------------ ------------------------ June 30, June 30, June 30, June 30, 1995 1994 1995 1994 ----------- ----------- ----------- ----------- Net sales 100% 100% 100% 100% =========== =========== =========== =========== Gross profit 48% 48% 48% 49% Advertising and promotion expenses 14 14 14 15 Other selling and administrative expenses 18 18 21 21 ----------- ----------- ----------- ----------- Operating profit 16 16 13 13 Interest expense 3 2 2 2 ----------- ----------- ----------- ----------- Income before income taxes 13% 14% 11% 11% =========== =========== =========== =========== SECOND QUARTER -------------- Net sales in the second quarter of 1995 increased $113.2 million or 17% over the 1994 second quarter. The current quarter's performance reflects the continuing strong demand for the Company's core products such as BARBIE doll products; FISHER-PRICE toys and juvenile products, including the Power Wheels line; and Disney-licensed toys introduced in connection with the release of the "Pocahontas" motion picture. 8 Worldwide sales of core products represented 85% of the Company's second quarter gross revenues compared to 83% in the second quarter of 1994. Sales to customers within the United States increased 18% and accounted for 61% of consolidated sales, consistent with the year-ago quarter. Sales to customers outside the United States increased 16%, including a net $20.6 million favorable effect from the generally weaker U.S. dollar relative to the year-ago quarter. At comparable foreign currency exchange rates, sales internationally grew 9%. Gross profit as a percentage of net sales remained virtually constant at 48%, as compared to the year-ago quarter. The slight decrease reflects increased raw material prices, virtually offset by higher sales volumes and reduced duties as a result of changes in the General Agreement on Tariffs and Trade. Advertising and promotion expenses decreased slightly as a percentage of net sales; however, spending increased $12.7 million in support of the increased sales volume. As a percentage of net sales, other selling and administrative expenses remained virtually constant at 18%; however, spending increased $22.9 million reflecting growth in the Company's direct marketing programs and new product lines, as well as expansion into new markets. Other income, net, increased $2.0 million principally as a result of foreign currency transaction gains, and a gain associated with a Mexican insurance claim, partially offset by an increase in goodwill amortization arising from the 1994 acquisitions of Kransco and J.W. Spear. Interest expense increased 57% compared to the second quarter of 1994. The increase reflects higher average levels of domestic seasonal borrowings and higher interest rates. SIX MONTHS ---------- Net sales in the first half of 1995 increased $169.5 million or 15% over 1994, reflecting continued worldwide demand for the Company's core products. Worldwide core product sales accounted for 85% of total sales compared to 83% during 1994, largely due to the increased sales of FISHER- PRICE toys and juvenile products, including the Power Wheels line; and BARBIE doll products. Sales to customers within the United States increased 16% and accounted for 61% of consolidated sales compared to 60% in 1994. Sales to customers outside the United States increased 12%, including a net $35.9 million favorable effect from the generally weaker U.S. dollar relative to the year-ago period. At comparable foreign currency exchange rates, sales internationally grew 4%. 9 Gross profit, as a percentage of net sales, decreased one percentage point to 48% over the first half of 1994, primarily due to increased raw material prices. Advertising and promotion expenses decreased slightly as a percentage of net sales. However, spending increased $19.7 million in support of growth in sales volume. In both 1995 and 1994, other selling and administrative expenses were 21% of net sales. The $38.0 million increase for 1995 mainly reflects expenditures for new product development and the Company's expansion into new markets. Other income, net, increased $8.7 million as a result of a gain associated with a Mexican insurance claim, and foreign currency transaction gains, partially offset by an increase in goodwill amortization arising from the Kransco and J.W. Spear acquisitions in 1994. Interest expense increased $9.5 million or 48% from 1994 levels, which reflects higher average levels of domestic seasonal borrowings at higher interest rates. FINANCIAL CONDITION ------------------- The Company's financial position remained strong during the first half of 1995 as a result of its profitable operating results. Cash balances, including marketable securities, as of June 30, 1995 were $172.0 million lower than year end, mainly due to funding of seasonal working capital needs. Accounts receivable increased $158.5 million since year end, primarily due to current year sales volume and seasonal customer payment patterns. The $41.2 million increase in accounts receivable over the year-ago quarter reflects increased sales volume during the current year. Inventory balances increased $114.8 million since year end and $130.5 million over the 1994 quarter end, primarily as a result of the Company's production in support of future sales volumes. Other noncurrent assets increased $90.9 million over the year ago quarter, primarily as a result of goodwill of $103.0 million generated from the July 1994 acquisition of J.W. Spear, partially reduced by the amortization of intangible assets. 10 Short-term borrowings decreased $145.3 million compared to the 1994 quarter end primarily due to the issuance of Medium-Term notes. Short-term borrowings increased $197.0 million since year end in order to fund the Company's seasonal working capital requirements. Seasonal financing needs for the next twelve months are expected to be satisfied through internally generated cash, issuance of commercial paper, and use of the Company's various short-term bank lines of credit. Details of the Company's capitalization are as follows: (In millions) June 30, 1995 June 30, 1994 Dec. 31, 1994 ------------- ---------------------------------------------- 6-7/8% Senior notes $ 99.7 6% $ 99.5 7% $ 99.6 7% 6-3/4% Senior notes 100.0 6 100.0 8 100.0 7 Medium-Term notes 250.0 14 - - 110.5 7 Other long-term debt obligations 63.9 3 59.2 4 64.9 4 ----------------------------------------------- Total long-term debt 513.6 29 258.7 19 375.0 25 Other long-term liabilities 85.2 5 80.2 6 82.5 5 Shareholders' equity 1,159.2 66 993.2 75 1,085.7 70 ---------------------------------------------- $1,758.0 100% $1,332.1 100% $1,543.2 100% ============================================== Total long-term debt increased as a percentage of total capitalization compared to the year-ago quarter, primarily due to issuance of Medium-Term notes. Shareholders' equity increased $73.5 million since December 31, 1994 and $166.0 million over the 1994 second quarter principally as a result of the Company's profitable operating results and exercises of employee stock options, partially offset by treasury stock purchases and dividends declared to common and preference shareholders. 11 PART II -- OTHER INFORMATION ---------------------------- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ------------------------------------------------------------ The Annual Meeting of Shareholders of Mattel, Inc. was held on May 10, 1995, for the purpose of electing directors, approving an amendment to the Mattel 1990 Stock Option Plan and approving the appointment of independent auditors. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934 and there was no solicitation in opposition to that of management. All of management's nominees for directors as listed in the proxy statement were elected with the number of votes cast for each nominee as follows: Shares Voted Votes "FOR" Withheld ------------- ---------- John W. Amerman 191,268,928 32,137,977 Jill E. Barad 191,306,567 32,137,977 Dr. Harold Brown 191,295,682 32,137,977 James A. Eskridge 191,179,989 32,137,977 Tully M. Friedman 170,774,115 32,137,977 Ronald M. Loeb 191,229,588 32,137,977 Edward H. Malone 191,232,436 32,137,977 Edward N. Ney 191,312,621 32,137,977 William D. Rollnick 191,378,867 32,137,977 John L. Vogelstein 191,365,896 32,137,977 Lindsey F. Williams 191,256,334 32,137,977 The amendment to the Mattel 1990 Stock Option Plan was approved by the following vote: Shares Voted Shares Voted Shares Broker "FOR" "AGAINST" "ABSTAINING" "NON-VOTE" ------------ ------------ ------------ ---------- 137,426,164 48,007,286 4,271,200 1 The proposal to appoint Price Waterhouse LLP as independent accountants for the Company for the year ending December 31, 1995 was ratified by the following vote: Shares Voted Shares Voted Shares Broker "FOR" "AGAINST" "ABSTAINING" "NON-VOTE" ------------ ------------ ------------ ---------- 189,211,973 237,841 254,837 1 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ----------------------------------------- (a) Exhibits -------- 10.0 Amendment to Mattel 1990 Stock Option Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement dated March 22, 1995) 10.1 Second Amendment to the Mattel, Inc. Personal Investment Plan 10.2 Third Amendment to the Mattel, Inc. Personal Investment Plan 11.0 Computation of Income per Common and Common Equivalent Share 27.0 Financial Data Schedule (EDGAR filing only) (b) Reports on Form 8-K ------------------- Mattel, Inc. filed the following Current Report on Form 8-K during the quarterly period ended June 30, 1995: Financial Date of Report Items Reported Statements Filed -------------- -------------- ---------------- April 18, 1995 5, 7 None 13 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934 as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MATTEL, INC. ------------ Registrant Date: As of August 8, 1995 By: /s/ Gary P. Rolfes -------------------- ------------------ Gary P. Rolfes Senior Vice President & Controller 14