1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT ----------------------- PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 1997 TIFFANY & CO. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-9494 13-3228013 (STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER) 727 FIFTH AVENUE, NEW YORK, NEW YORK 10022 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (212) 755-8000 2 ITEM 5. OTHER EVENTS. On March 5, 1997, Registrant issued the following press release announcing its sales and earnings for the three-month period and fiscal year ended January 31, 1997: TIFFANY REPORTS RECORD 1996 RESULTS; EARNINGS UP 49 PERCENT TO $58 MILLION, OR $1.66 PER SHARE, SALES INCREASE 15 PERCENT TO $922 MILLION NEW YORK, March 5, 1997 -- Sales and earnings at Tiffany & Co. (NYSE-TIF) rose to record levels in the fiscal year ended January 31, 1997. Strong earnings growth resulted from healthy sales performance in Tiffany's three channels of distribution as well as a higher operating margin. In the year ended January 31, 1997, net sales rose 15 percent to $922,108,000, compared with $803,292,000 in the prior year. Net earnings increased 49 percent to $58,439,000, or $1.66 per share, compared with $39,215,000, or $1.19 per share. For the three months (fourth quarter) ended January 31, 1997, net sales rose 17 percent to $327,619,000, compared with $280,700,000 in the prior year. Net earnings rose 40 percent to $35,769,000, or $1.00 per share, compared with $25,473,000, or 74 cents per share, in the prior year. All earnings-per-share figures are reported on a fully diluted basis and have been adjusted for the two-for-one split of the Company's Common Stock effected in July 1996. Sales results in Tiffany's three channels of distribution were as follows: - - U.S. Retail sales increased 16 percent to $424,185,000 in 1996 and 14 percent to $151,575,000 in the fourth quarter. Growth was fueled by comparable store sales increases of 11 percent in both the full year and the fourth quarter, as well as strong performance in new stores. - - Direct Marketing sales rose 8 percent to $100,582,000 in 1996 and increased 11 percent to $37,010,000 in the fourth quarter. Strong catalog sales growth was supplemented by resumed growth in sales to corporations. - International Retail sales increased 15 percent to $397,341,000 in 1996 and 21 percent to $139,034,000 in the fourth quarter due to geographically broad-based sales growth. In Japan, Tiffany's largest international market, total retail sales in local currency rose 28 percent in 1996 and 38 percent in the fourth quarter, resulting from comparable store sales growth of 13 percent in the year and 20 percent in the fourth quarter 3 and strong sales results in Tiffany's flagship store in Tokyo that opened in May 1996. Despite a weaker yen, total Japan retail sales rose 10 percent in 1996 and 24 percent in the fourth quarter when translated into U.S. dollars. Strong sales growth was also achieved in other Asia-Pacific markets, Europe and Canada. William R. Chaney, Tiffany's chairman, said, "We are gratified that 1996 marked another year of excellent progress for Tiffany and are pleased that each channel of distribution contributed to the strong results. Our expansion strategy of selectively opening new stores in key markets around the world continues to be very successful. Combined with important merchandising and marketing initiatives, we are successfully building awareness among growing numbers of customers of the exceptional product design, quality and value that Tiffany offers. We are most enthusiastic about pursuing Tiffany's substantial opportunities for continued growth around the world." Two nonrecurring events affected fourth quarter results. First, the Company restructured its jewelry manufacturing operations to outsource production of certain products. As a result, the Company recognized a pretax gain of $4.5 million, recorded in Other income(deductions), on the sale of certain manufacturing assets. Tiffany will, subject to certain conditions, source certain jewelry products from the new owner and will continue to directly operate its two primary jewelry manufacturing facilities. Second, the Company took an aggregate pretax $4.4 million charge during the fourth quarter related to the planned closing and relocation of a U.S. retail store within its existing market and the impairment of certain European assets. These charges are included in Selling, General and Administrative expenses. Tiffany & Co. is the internationally renowned jeweler and specialty retailer. Sales are made through TIFFANY & CO. stores and boutiques, and to select retailers and distributors, in the United States, Asia-Pacific, Europe, Canada and the Middle East. Direct Marketing sales are made through Tiffany's corporate and catalog divisions. 4 TIFFANY & CO. AND SUBSIDIARIES CONSENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited, in thousands, except per share amounts) Three Months Full Year Ended January 31, Ended January 31, ------------------------ ------------------------ 1997 1996 1997 1996 -------- -------- -------- -------- Net sales $327,619 $280,700 $922,108 $803,292 Cost of sales 142,457 127,815 422,414 375,922 -------- -------- -------- -------- Gross profit 185,162 152,885 499,694 427,370 Selling, general and administrative expenses 123,548 104,014 390,281 347,357 -------- -------- -------- -------- Earnings from operations 61,614 48,871 109,413 80,013 Other income (deductions) 1,359 (4,030) (6,527) (10,978) -------- -------- -------- -------- Earnings before income taxes 62,973 44,841 102,886 69,035 Provision for income taxes 27,204 19,368 44,447 29,820 -------- -------- -------- -------- Net earnings $ 35,769 $ 25,473 $ 58,439 $ 39,215 ======== ======== ======== ======== Net earnings per share: Primary $ 1.00 $ 0.77 $ 1.67 $ 1.22 ======== ======== ======== ======== Fully diluted $ 1.00 $ 0.74 $ 1.66 $ 1.19 ======== ======== ======== ======== Weighted average number of common shares: Primary 35,852 32,931 34,953 32,234 Fully diluted 35,868 34,816 35,706 34,546 Note: Shares and net earnings per share data have been adjusted for a two-for-one split of the Company's Common Stock in July 1996. 5 TIFFANY & CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands) JANUARY 31, JANUARY 31, 1997 1996* ----------- ----------- ASSETS Current assets: Cash and cash equivalents $117,161 $ 81,966 Accounts receivable 80,772 80,084 Inventories 335,389 311,252 Deferred income taxes 14,297 8,060 Prepaid expenses 21,364 20,042 -------- -------- Total current assets 568,983 501,404 Property and equipment, net 129,346 115,214 Deferred income taxes 10,259 10,033 Other assets, net 30,830 27,606 -------- -------- $739,418 $654,257 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 76,338 $ 78,967 Accounts payable and accrued liabilities 110,068 107,609 Income taxes payable 25,829 19,672 Merchandise and other customer credits 14,237 11,054 -------- -------- Total current liabilities 226,472 217,302 Long-term trade payable 0 25,688 Reserve for product return 5,800 11,238 Long-term debt 92,675 101,500 Postretirement/employment benefit obligation 19,191 18,031 Other long-term liabilities 17,016 16,120 Stockholders' equity 378,264 264,378 -------- -------- $739,418 $654,257 ======== ======== * Reclassified for comparative purposes. 6 SIGNATURE 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. TIFFANY & CO. BY: /s/ James N. Fernandez ------------------------------- James N. Fernandez Senior Vice President - Finance Date: March 11, 1997 and Chief Financial Officer