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| TUP > SEC Filings for TUP > Form 10-K/A on 9-Jan-2013 | All Recent SEC Filings |
9-Jan-2013
Annual Report
53 weeks ended 52 weeks ended Change
December 31, December 25, excluding
2011 2010 the impact Foreign
of foreign exchange
Change exchange impact
Net sales $ 2,585.0 $ 2,300.4 12 % 9 % $ 69.1
Gross margin as percent of sales 66.6 % 66.7 % (0.1 )pp na na
Delivery, sales & administrative
expense as a percent of sales 51.8 % 51.9 % (0.1 )pp na na
Operating income $ 342.3 $ 329.4 4 % 1 % $ 8.7
Net income 218.3 225.6 (3 ) (6 ) 6.5
Net income per diluted share 3.55 3.53 1 (2 ) 0.11
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Company results 2010 vs 2009
52 weeks ended Change
December 25, December 26, excluding
2010 2009 the impact Foreign
of foreign exchange
Change exchange impact
Net sales $ 2,300.4 $ 2,127.5 8 % 6 % $ 34.9
Gross margin as percent of sales 66.7 % 66.2 % 0.5 pp na na
Delivery, sales & administrative
expense as a percent of sales 51.9 % 52.6 % (0.7 )pp na na
Operating income $ 329.4 $ 275.7 19 % 16 % $ 7.6
Net income 225.6 175.1 29 25 5.7
Net income per diluted share 3.53 2.75 28 24 0.10
____________________
na not applicable
pp percentage points
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Sales
Reported sales increased 12 percent in 2011 compared with 2010. This increase
included, under the Company's fiscal year, an estimated 1 percentage point
positive impact from the extra week in 2011 compared with 2010. Excluding the
impact of changes in foreign currency exchange rates sales increased 9 percent,
reflecting strong growth in the Company's emerging market economy businesses,
while its sales in established market economy businesses were about even with
2010. The Company defines its established markets as those in Western Europe
including Scandinavia, Australia, Canada, Japan, New Zealand, and the United
States. All other markets are classified as emerging markets. The Company's
emerging markets accounted for 59 and 56 percent of reported sales in 2011 and
2010, respectively. The 2011 reported sales in the emerging markets were up 18
percent compared with the prior year, including a positive $19.6 million impact
on the comparison from changes in foreign currency exchange rates. Excluding the
impact of foreign currency, these markets' sales grew 16 percent. The strong
results in the emerging markets were led by Brazil, India, Indonesia,
Malaysia/Singapore, Turkey, and Venezuela. The core businesses in all of these
units performed well through increases in their total and active sales forces,
along with higher sales per active sales force member in most units. Of the
emerging markets, Russia had the most notable decline in local currency sales
compared with 2010, due to lower sales force size with less activity, as the
Company works to strengthen its top independent sales force leaders and
reflecting continued difficulties in the consumer spending environment. The
Company's established market businesses were up 5.0 percent in 2011 reported
sales, including a positive $49.6 million impact on the comparison from changes
in foreign currency exchange rates. Excluding the foreign exchange benefit,
sales in these markets were even with 2010. Germany, Italy and Tupperware United
States and Canada were the units with the most significant sales growth during
the year, reflecting larger and more productive sales forces, offset by declines
by Tupperware Australia and BeautiControl, due to smaller and less active sales
forces.
Reported sales increased 8 percent in 2010 compared with 2009. Excluding the
impact of changes in foreign currency exchange rates, sales increased 6 percent,
reflecting strong growth in the Company's emerging market economy businesses
partially offset by a slight decrease in its established market economy
businesses. The Company's emerging markets accounted for 56 and 51 percent of
reported sales in 2010 and 2009, respectively. The 2010 reported sales in the
emerging markets were up 18 percent compared with the prior year, including a
positive $30.5 million impact on the comparison from changes in foreign currency
exchange rates. Excluding the impact of foreign currency, these markets' sales
grew 15 percent. The strong results in the emerging markets were led by Brazil,
China, India, Indonesia, Malaysia/Singapore, Tupperware South Africa, Turkey,
and Venezuela. The core businesses in all of these units performed very well
mainly due to higher total and active sales forces. Of the emerging markets,
Russia had the most notable decline in local currency sales compared with 2009,
due to lower sales force activity, reflecting a more difficult consumer spending
environment and the impact on sales and the sales force of the third quarter
fires and heat wave in this market, along with more conservative ordering by the
market's distributors in light of their cash flow. The Company's established
market businesses were down 2 percent in 2010 reported sales, including a
positive $4.3 million impact on the comparison from changes in foreign currency
exchange rates. The decline in the established markets was mainly due to lower
sales in Tupperware Australia and Japan and BeautiControl reflecting smaller
sales force sizes, partially offset by significant growth in Austria and France
due to strong improvements in recruiting and larger sale forces.
Specific segment impacts are further discussed in the Segment Results section.
Gross Margin
Gross margin as a percentage of sales was 66.6 percent in 2011 and 66.7 percent
in 2010. The decrease was primarily due to higher resin costs of $16 million, or
0.6 percentage points ("pp"). These costs were partially offset by the leverage
on fixed costs from higher sales volume in certain markets (0.2 pp), changes in
estimates of certain non-income tax costs (0.1 pp) and reduced inventory
obsolescence (0.2 pp).
Gross margin as a percentage of sales was 66.7 percent in 2010 and 66.2 percent
in 2009. The increase was from leverage on higher sales volume, a favorable
product mix sold and a greater share of in-country sourcing by Tupperware
Indonesia compared with 2009, partially offset by higher obsolescence costs and
$9 million in higher resin costs.
Operating Expenses
Delivery, sales and administrative expense (DS&A) as a percentage of sales was
51.8 percent in 2011, compared with 51.9 percent in 2010. The lower DS&A
percentage in 2011 was mainly due to lower commission expenses (0.4 pp),
out-of-period amounts recorded in Russia (0.2 pp) in 2010, and the leverage from
higher sales volume due to the fixed nature of a portion of the costs included
in this caption. Partially offsetting these improvements was higher spending on
promotions (0.4 pp) and marketing (0.2 pp), reflecting efforts to grow its sales
forces and build brand recognition in certain markets. A strengthening U.S.
dollar offset some of the normal benefit of the leverage on higher sales on the
dollar-denominated fixed cost elements of this caption.
DS&A also declined as a percentage of sales to 51.9 percent in 2010, compared
with 52.6 percent in 2009. The improvements in the DS&A percentage in 2010 were
mainly due to more efficient promotional spending and the leverage from higher
sales on fixed costs. This was partially offset by additional marketing spending
for continued brand building initiatives in the Asia Pacific segment.
The Company allocates corporate operating expenses to its reporting segments
based upon estimated time spent related to those segments where a direct
relationship is present and based upon segment revenue for general expenses. The
unallocated expenses reflect amounts unrelated to segment operations.
Allocations are determined at the beginning of the year based upon estimated
expenditures. Total unallocated expenses for 2011 increased $2.1 million
compared with 2010, largely reflecting impacts from variations in foreign
exchange rates. Excluding the impact of changes in foreign currency exchange
rates, unallocated expenses were about even with 2010.
Total unallocated expenses for 2010 increased $4.9 million compared with 2009,
reflecting higher incentive and equity compensation due to improved operating
results, incremental audit fees in connection with review of internal controls
in selected emerging markets and variations in foreign exchange rates.
As discussed in Note 1 to the Consolidated Financial Statements, the Company
includes costs related to the distribution of its products in DS&A expense. As a
result, the Company's gross margin may not be comparable with other companies
that include these costs in cost of products sold.
Included in 2011 net income were pretax charges of $7.9 million for
re-engineering and impairment charges, compared with $7.6 million and $8.0
million in 2010 and 2009, respectively. These charges are discussed in the
re-engineering costs section following.
The Company's goodwill and intangible assets relate primarily to the December
2005 acquisition of the direct selling businesses of Sara Lee Corporation and
the October 2000 acquisition of BeautiControl. The Company conducts an annual
impairment test of goodwill and intangible assets in the third quarter of each
year, other than for BeautiControl where the annual valuation is performed in
the second quarter, and in other quarters in the event of a change in
circumstances that would lead the Company to believe that a triggering event for
impairment may have occurred. The impairment assessment is completed by
estimating the fair value of the reporting units and intangible assets and
comparing these estimates with their carrying values.
In the second quarter of 2009, the Company noted the rates of growth of sales,
profit and cash flow of the Nutrimetics and NaturCare businesses were below the
Company's projections used in its previous valuations, as was the forecast for
growth in future periods. At that time, the Company also noted that financial
results of the South African beauty business were not meeting the projections
used in the 2008 annual valuation. Given the sensitivity of the valuations to
changes in cash flows for these reporting units, the Company performed interim
impairment tests of tradenames and reporting units, reflecting reduced future
forecasts in these businesses, including the impact of the external environment.
The result of the interim impairment tests was to record tradename impairments
of $10.1 million for Nutrimetics, $4.2 million for NaturCare and $2.0 million
for Avroy Shlain in the second quarter of 2009. In addition to the impairment of
tradenames, the Company also recognized impairments of goodwill of $8.6 million
and $3.2 million relating to the Nutrimetics and South African beauty reporting
units, respectively.
During 2010, the Company decided it would cease operating separately its
Swissgarde unit. As a result of this decision, the Company concluded that its
intangible assets and goodwill were impaired. Hence, in the fourth quarter of
2010, the Company recorded a $2.1 million impairment to the Swissgarde
tradename, a $0.1 million impairment related to its sales force intangible asset
and a $2.1 million impairment to goodwill relating to the South African beauty
reporting unit. During 2011, the Company sold its interest in Swissgarde for
$0.7 million, which resulted in a gain of $0.1 million.
In the third quarter of 2011, the Company completed the annual impairment tests
for all of the reporting units and tradenames, other than BeautiControl which
was completed in the second quarter. Refer to Note 6 of the Consolidated
Financial Statements. During the third quarter of 2011, the financial results of
Nutrimetics were below expectations. The Company also made the decision in the
third quarter to cease operating its Nutrimetics business in Malaysia. As a
result, the Company lowered its forecasts of future sales and profit below those
previously used. The fair values were determined using a discounted cash flow
model. The result of the impairment tests was to record a $31.1 million
impairment to the Nutrimetics goodwill and a $5.0 million impairment to its
tradename.
The Company continues working on its program to sell land for development near
its Orlando, Florida headquarters, which began in 2002. During 2011, a pretax
gain of $0.7 million was recognized as a result of a sale under this program.
There were no land sales under this program in 2010 or 2009 due to negative
developments in the real estate market, including ramifications of the credit
crisis in the United States. Gains on land transactions are recorded based upon
when the transactions close and proceeds are collected. Transactions in one
period may not be representative of what may occur in future periods. Since the
Company began this program in 2002, cumulative proceeds from these sales have
totaled $67.7 million and currently are expected to be up to an additional $100
million when the program is completed. The carrying value of the land included
in the Company's land sales program was $23 million as of December 31, 2011.
This amount was included in property, plant and equipment held for use within
the Consolidated Balance Sheet as it is not considered probable that any land
sales will be completed within one year.
In 2009, the company recorded a pretax gain of $19.0 million for insurance
recoveries from the settlement of its claim from the 2007 fire at its South
Carolina manufacturing facility.
In 2010 and 2009, the Company recorded a pretax gain of $0.2 million and $2.9
million, respectively, from the sale of property in Australia.
Re-engineering Costs
As the Company continuously evaluates its operating structure in light of
current business conditions and strives to maintain the most efficient possible
structure, it periodically implements actions designed to reduce costs and
improve operating efficiency. These actions often result in re-engineering costs
related to facility downsizing and closure, as well as related asset write downs
and other costs that may be necessary in light of the revised operating
landscape. In addition, the Company may recognize gains upon disposal of closed
facilities or other activities directly related to its re-engineering efforts.
Over the past three years, the Company has incurred such costs as detailed below
that were included in the following income statement captions (in millions):
2011 2010 2009
Re-engineering and impairment charges $ 7.9 $ 7.6 $ 8.0
Cost of products sold 1.7 - -
Total pretax re-engineering costs $ 9.6 $ 7.6 $ 8.0
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The Company recorded re-engineering and impairment charges of $5.9 million, $6.5
million and $5.2 million in 2011, 2010 and 2009, respectively, related to
severance costs incurred to reduce head count in various units, mainly due to
implementing changes in the businesses' management structures. These costs were
primarily related to operations in France, Fuller Mexico, Japan and Malaysia in
2011; Australia, France and Japan in 2010; and Australia, BeautiControl, France,
Fuller Mexico and Japan in 2009. In 2011, re-engineering and impairment charges
also included $1.3 million related to the decision to merge the Nutrimetics and
Tupperware businesses in Malaysia and $0.7 million related to asset impairments,
exit activities and relocation costs. Also in 2011, in connection with the
decision to cease operating Nutrimetics Malaysia, the Company recorded a $1.7
million charge to cost of sales for inventory obsolescence. In 2010,
re-engineering and impairment charges also included $1.1 million related to
moving costs and the impairment of property, plant and equipment associated with
the relocation of certain manufacturing facilities in Japan. In 2009, these
costs also included $2.1 million related to the impairment of software and
property, plant and equipment and $0.7 million of costs associated with the
relocation of certain manufacturing facilities.
See also Note 2 to the Consolidated Financial Statements, regarding the
Company's re-engineering actions.
Net Interest Expense
Net interest expense was $45.8 million for 2011, compared with $26.8 million in
2010. The increase in 2011 was primarily due to an $18.9 million charge
resulting from the impairment of floating-to-fixed interest swaps that became
ineffective when the underlying debt was repaid in the second quarter of 2011,
along with a $0.9 million write-off of deferred debt costs. This was partially
offset by higher interest income earned on higher average cash balances held
during 2011 in Brazil, China, and India.
Net interest expense was $26.8 million in 2010, compared with $28.7 million in
2009, reflecting a lower level of borrowings exposed to floating rates.
Tax Rate
The effective tax rates for 2011, 2010 and 2009 were 26.1, 24.7 and 26.2
percent, respectively. The comparatively higher 2011 and 2009 tax rates were due
to the impact of nondeductible foreign goodwill impairment charges. As a result
of tax law changes in Mexico, an election was made during 2011that resulted in a
reduction of $20.4 million of deferred tax liabilities. The Company also
incurred in 2011, additional costs of $16.0 million associated with the
repatriation of foreign earnings. During 2011, the Company decided to repatriate
earnings from Australia and certain other foreign units that were previously
determined to be indefinitely reinvested in order to take advantage of
historically favorable exchange rates. In 2009, there were significant costs
related to the impact of changes in Mexican legislation and a revaluation of tax
assets. The effective tax rates for 2011, 2010 and 2009 are below the U.S.
statutory rate, reflecting the availability of excess foreign tax credits as
well as lower foreign effective tax rates.
Tax rates are affected by many factors, including the global mix of earnings,
changes in tax legislation, acquisitions or dispositions as well as the tax
characteristics of income. The Company is required to make judgments on the need
to record deferred tax assets and liabilities, uncertain tax positions and
assessments regarding the realizability of deferred tax assets in determining
the income tax provision. The Company has recognized deferred tax assets based
upon its analysis of the likelihood of realizing the benefits inherent in them.
The Company has not recorded a valuation allowance where it has concluded that
it is more likely than not that the benefits will ultimately be realized. This
assessment is based upon expectations of domestic operating and non-operating
results, foreign dividends and other foreign source income, as well as
anticipated gains related to the Company's future sales of land held for
development near its Orlando, Florida headquarters. In addition, certain tax
planning transactions may be entered into to facilitate realization of these
benefits. In evaluating uncertain tax positions, the Company makes
determinations regarding the application of complex tax rules, regulations and
practices. Uncertain tax positions are evaluated based on many factors including
but not limited to changes in tax laws, new developments and the impact of
settlements on future periods. Refer to the critical accounting policies section
and Note 12 to the Consolidated Financial Statements for additional discussions
of the Company's methodology for evaluating deferred tax assets.
As of December 31, 2011 and December 25, 2010, the Company's gross unrecognized
tax benefit was $28.6 million and $27.3 million, respectively. During the year
ended December 31, 2011, the Company settled certain tax positions in various
foreign countries which included a payment of $0.4 million of interest and
taxes. As a result of the settlement, the Company's unrecognized tax benefit
decreased by $3.2 million, and related accruals for interest and penalties
decreased by $0.3 million. Also during 2011, the Company reduced its liability
by $1.2 million upon entering into certain advance pricing agreements. During
the year, the accrual for uncertain tax positions also increased for positions
being taken in various tax filings.
The Company estimates that it may settle one or more foreign audits in the next
twelve months that may result in a decrease in the amount of accrual for
uncertain tax positions of up to $2.2 million. For the remaining balance as of
December 31, 2011, the Company is not able to reliably estimate the timing or
ultimate settlement amount. While the Company does not currently expect material
changes, it is possible that the amount of unrecognized benefit with respect to
the uncertain tax positions will significantly increase or decrease related to
audits in various foreign jurisdictions that may conclude during that period or
new developments that could also, in turn, impact the Company's assessment
relative to the establishment of valuation allowances against certain existing
deferred tax assets. At this time, the Company is not able to make a reasonable
estimate of the range of impact on the balance of unrecognized tax benefits or
the impact on the effective tax rate related to these items.
Net Income
For 2011, operating income increased 4 percent compared with 2010, which
included a 3 percent positive impact on the comparison from changes in foreign
currency exchange rates. Net income decreased 3 percent on a reported basis, and
this included a positive 3 percent impact from changes in foreign currency
exchange rates. The core businesses in Asia Pacific, Tupperware North America,
and South America achieved higher profit based on the contribution margin on
higher sales. These increases were offset by the impact of lower sales by Beauty
North America, as well as higher levels of promotional spending in Europe and
Beauty North America, along with the $36.1 million impairment of goodwill and
intangible assets of the Nutrimetics businesses and $19.8 million in costs
incurred from the impairment of interest rate swaps and the write-off of
deferred debt issuance costs in connection with the repayment of the underlying
debt in the second quarter. There was also a higher income tax rate in 2011 than
in 2010, primarily reflecting the impact of the nondeductible foreign goodwill
impairment charges.
For 2010, operating income increased 19 percent compared with 2009, which
included a 3 percent positive impact on the comparison from stronger foreign
exchange rates. Net income increased 29 percent on a reported basis, and this
included a positive 4 percent impact from stronger foreign exchange rates. In
addition to the net impact of having lower impairment charges related to
goodwill and intangible assets and not having an insurance recovery in 2010, the
local currency increase in net income was from improvements in all of the
Company's segments, mainly reflecting the contribution margin on higher sales.
There was also a positive impact on the comparison from not having the $8.4
million foreign exchange related costs in Venezuela incurred in 2009, which are
described below, and from a lower tax rate, primarily due to the lack of a tax
benefit associated with the intangible impairment charges recorded in 2009.
These items were partially offset by out-of-period amounts recorded in Russia
that negatively impacted the 2010 comparison with 2009.
International operations accounted for 90, 88 and 86 percent of the Company's
sales and 99, 96 and 94 percent of the Company's net segment profit in 2011,
2010 and 2009, respectively.
Segment Results 2011 vs. 2010
Effective with the first quarter of 2011, the Company changed its segment
reporting to reflect the geographic distribution of its businesses in accordance
with how it views the operations. Consequently, the Company no longer has a
Beauty Other segment, and the businesses previously reported in that segment are
now reported as follows: Tupperware Brands Philippines in the Asia Pacific
. . .
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