UNITED STATES
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):
April 16, 2012
MATTEL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-05647 | 95-1567322 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer 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
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On April 16, 2012, Mattel, Inc. (“Mattel” or “the Company”) issued a press release regarding its first quarter 2012 financial results, a copy of which is furnished as Exhibit 99.1 hereto. This exhibit is incorporated herein by reference.
In its first quarter 2012 press release, Mattel includes a non-GAAP financial measure, gross sales, which it uses to analyze its operations and to monitor, assess and identify meaningful trends in its operating and financial performance. Net sales, as reported in the consolidated statements of operations, include the impact of sales adjustments, such as trade discounts and other allowances. Gross sales represent sales to customers, excluding the impact of sales adjustments. Consistent with its segment reporting, Mattel presents changes in gross sales as a metric for comparing its aggregate, business unit, brand and geographic results to highlight significant trends in Mattel’s business. Changes in gross sales are discussed because, while Mattel records the detail of such sales adjustments in its financial accounting systems at the time of sale, such sales adjustments are generally not associated with individual products, making net sales less meaningful. A reconciliation of gross sales to the most directly comparable GAAP financial measure, net sales, is provided in Exhibit II to the press release furnished as Exhibit 99.1 to this Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
Section 8 – Other Events
Item 8.01 Other Events.
In the same press release described in Item 2.02 above, Mattel also announced that the Company’s Board of Directors has declared a quarterly dividend of $0.31 per share on the Company’s common stock, to be paid on June 15, 2012 to stockholders of
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired: None |
| (b) | Pro forma financial information: None |
| (c) | Shell company transactions: None |
| (d) | Exhibits: Press release dated April 16, 2012, issued by Mattel, Inc. |
|
Exhibit No. |
Exhibit Description |
|||
| 99.1 | ** | Press release dated April 16, 2012. | ||
| ** | Furnished herewith. |
2
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 hereunto duly authorized.
|
MATTEL, INC. Registrant |
||
| By: |
/s/ Robert Normile |
|
| Robert Normile | ||
|
Executive Vice President, Chief Legal Officer and Secretary |
||
Dated: April 16, 2012
3
Exhibit 99.1
| For Immediate Release | Contacts: |
News Media
Lisa Marie Bongiovanni 310-252-3524 LisaMarie.Bongiovanni@mattel.com |
Securities Analysts
Drew Vollero 310-252-2703 Drew.Vollero@mattel.com |
MATTEL REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS
AND DECLARES QUARTERLY DIVIDEND
First Quarter Highlights
| • |
Worldwide net sales down 2%; |
| • |
North American 1 gross sales down 9% and International gross sales up 7%; |
| • |
Worldwide gross sales by core brands: Barbie ® down 6%; Hot Wheels ® down 5%; Fisher-Price ® flat and American Girl ® up 4%; |
| • |
Gross margin increased 130 basis points of net sales; SG&A increased 230 basis points of net sales (includes 170 basis points or approximately $16 million of HIT Entertainment acquisition and integration costs); |
| • |
Operating income of $28.7 million compared to operating income of $36.8 million in the first quarter of 2011; and |
| • |
Earnings per share of $0.02 (includes the negative impact of $0.04 of HIT Entertainment acquisition and integration costs) vs. prior year earnings per share of $0.05. |
Capital Deployment
| • |
Board declared 2012 second quarter cash dividend of $0.31 per share, reflecting an annualized dividend of $1.24 per share; |
| • |
Acquired HIT Entertainment for $680 million; and |
| • |
The Company repurchased 700,000 shares of its common stock during the first quarter at a cost of approximately $20 million. |
EL SEGUNDO, Calif., April 16, 2012 – Mattel, Inc. (NASDAQ: MAT) today reported 2012 first quarter financial results. For the quarter, the Company reported net income of $7.8 million, or $0.02 per share (which includes the negative impact of $0.04 of HIT Entertainment acquisition and integration costs), compared to last year’s first quarter net income of $16.6 million, or $0.05 per share.
“The first quarter played out much as we had anticipated. We gained overall NPD toy category share across the U.S. and in Europe, with Barbie and Hot Wheels gaining share in both regions 2 and
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| 1 |
Consists of the U.S., Canada and American Girl |
| 2 |
NPD U.S. and Euro5 countries (France, Germany, Italy, Spain, and UK) through Feb. 2012 |
Mattel Reports First Quarter 2012 Results/Page 2 2 2
we continue to experience strong growth internationally and with American Girl,” said Bryan G. Stockton, Mattel Chief Executive Officer. “That said, as is often the case this time of year, we have work to do in certain areas across our portfolio of brands, countries and customers as we prepare to successfully execute the all-important holiday season.”
Financial Overview
For the quarter, net sales were $928.4 million, down 2% compared to $951.9 million last year, including an unfavorable change in currency exchange rates of 1 percentage point. On a regional basis, first quarter gross sales decreased 9% in the North American region, which consists of the U.S., Canada and American Girl, with no impact from changes in currency exchange rates. For the International region, gross sales increased 7%, including unfavorable changes in currency exchange rates of 4 percentage points. Operating income for the quarter was $28.7 million, compared to prior year’s operating income for the quarter of $36.8 million.
The Company’s debt-to-total-capital ratio was 37.0%. During the quarter, the Company’s cash and equivalents declined by approximately $584 million, compared with a decline of approximately $232 million in last year’s first quarter, primarily due to the acquisition of HIT Entertainment, as well as the seasonality of the business.
Cash flows from operating activities were approximately $172 million, an increase of $214 million compared to approximately $42 million of cash flows used for operating activities in 2011. The increase is primarily due to lower working capital usage. Cash flows used for investing activities were approximately $703 million, an increase of $694 million, driven primarily by the acquisition of HIT Entertainment. Cash flows used for financing and other activities were approximately $53 million, a decrease of $128 million, compared to approximately $181 million in 2011, primarily reflecting lower share repurchases and higher proceeds from the exercise of stock options.
Capital Deployment
The Company announced today that its Board of Directors declared a second quarter cash dividend of $0.31 per share on the Company's common stock. The dividend will be payable on June 15, 2012 to stockholders of record on May 23, 2012. The dividend is the second of four quarterly dividends
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Mattel Reports First Quarter 2012 Results/Page 3 3 3
the Company expects to pay this year, reflecting an annualized dividend of $1.24 per share, which represents a 35% increase to last year’s total dividends. During the first quarter of 2012, the Company acquired HIT Entertainment for $680 million, subject to customary adjustments, and repurchased 700,000 shares of its common stock at a cost of approximately $20 million.
Sales by Brand
Mattel Girls and Boys Brands
For the first quarter, worldwide gross sales for Mattel Girls & Boys Brands were $622.2 million, down 4% versus the prior year. Worldwide gross sales for the Barbie ® brand were down 6%. Worldwide gross sales for Other Girls Brands were up 22%, driven by Monster High ® . Worldwide gross sales for the Wheels category, which includes the Hot Wheels ® , Matchbox ® and Tyco R/C ® brands, were down 6%. Worldwide gross sales for the Entertainment business, which includes Radica ® and Games, were down 17%, primarily driven by decreases in the CARS ® property.
Fisher-Price Brands
First quarter worldwide gross sales for Fisher-Price Brands, which includes the Fisher-Price ® Core, Fisher-Price ® Friends and Power Wheels ® brands, were $310.2 million, or flat versus the prior year.
American Girl Brands
First quarter gross sales for American Girl Brands, which offers American Girl ® branded products directly to consumers, were $76.0 million, up 4% versus the prior year, primarily driven by strong sales of McKenna™, 2012 Girl of the Year.
Live Webcast
Mattel will webcast its 2012 first quarter financial results conference call at 8:30 a.m. Eastern time today. The conference call will be webcast on the “Investors & Media” section of the Company's corporate Web site: http://corporate.mattel.com/. To listen to the live call, log on to the Web site at least 15 minutes early to register, download and install any necessary audio software. An archive of the webcast will be available on the company’s Web site for 90 days and may be accessed beginning two hours after the completion of the live call. A telephonic replay of the call will be
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Mattel Reports First Quarter 2012 Results/Page 4 4 4
available beginning at 11:30 a.m. Eastern time the morning of the call until Friday, April 20 at midnight Eastern time and may be accessed by dialing + (404) 537-3406. The passcode is 62075882.
Information required by Securities and Exchange Commission Regulation G, regarding non-GAAP financial measures, as well as other financial and statistical information, will be available at the time of the webcast on the “Investors & Media” section of http://corporate.mattel.com/, under the sub-headings “Financial Information” – “Earnings Releases.”
About Mattel:
Mattel, Inc. (NASDAQ: MAT) (www.mattel.com) is the worldwide leader in the design, manufacture and marketing of toys and family products. The Mattel family is comprised of such best-selling brands as Barbie ® , the most popular fashion doll ever introduced, Hot Wheels ® , Matchbox ® , American Girl ® , Radica ® and Tyco ® R/C, as well as Fisher-Price ® brands, including Thomas & Friends ® , Little People ® , Power Wheels ® and a wide array of entertainment-inspired toy lines. In 2012, Mattel was named as one of FORTUNE Magazine’s “100 Best Companies to Work For” for the fifth year in a row. Mattel also is ranked among Corporate Responsibility Magazine’s “100 Best Corporate Citizens.” With worldwide headquarters in El Segundo, Calif., Mattel employs approximately 28,000 people in 43 countries and territories and sells products in more than 150 nations. At Mattel, we are “Creating the Future of Play.” Follow Mattel on Facebook: http://www.facebook.com/ mattel.
###
Note: This press release contains forward-looking statements relating to the Company's expected financial performance and expected quarterly cash dividend payments in 2012. These forward-looking statements are based on currently available operating, financial, economic and other information and are subject to a number of significant risks and uncertainties. A variety of factors, many of which are beyond our control, could cause actual future results to differ materially from those projected in the forward-looking statements. Some of these factors are described in the Company's periodic filings with the Securities and Exchange Commission, including the “Risk Factors” section of Mattel's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and Mattel's Quarterly Reports on Form 10-Q for fiscal year 2012, as well as in Mattel's other public statements. Mattel does not update forward-looking statements and expressly disclaims any obligation to do so.
| MATTEL, INC. AND SUBSIDIARIES | EXHIBIT I |
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| For the Three Months Ended March 31, | ||||||||||||||||||||
|
(In millions, except per share and percentage information) |
2012 | 2011 |
Yr /
Yr
% Change |
|||||||||||||||||
| $ Amt |
% Net
Sales |
$ Amt |
% Net
Sales |
|||||||||||||||||
|
Net Sales |
$ | 928.4 | $ | 951.9 | -2 | % | ||||||||||||||
|
Cost of sales |
455.0 | 49.0 | % | 478.8 | 50.3 | % | -5 | % | ||||||||||||
|
|
|
|
|
|||||||||||||||||
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Gross Profit |
473.4 | 51.0 | % | 473.1 | 49.7 | % | 0 | % | ||||||||||||
|
Advertising and promotion expenses |
97.9 | 10.5 | % | 101.8 | 10.7 | % | -4 | % | ||||||||||||
|
Other selling and administrative expenses |
346.8 | 37.4 | % | 334.5 | 35.1 | % | 4 | % | ||||||||||||
|
|
|
|
|
|||||||||||||||||
|
Operating Income |
28.7 | 3.1 | % | 36.8 | 3.9 | % | -22 | % | ||||||||||||
|
Interest expense |
21.1 | 2.3 | % | 18.8 | 2.0 | % | 12 | % | ||||||||||||
|
Interest (income) |
(1.7 | ) | -0.2 | % | (3.2 | ) | -0.3 | % | -45 | % | ||||||||||
|
Other non-operating (income), net |
(0.9 | ) | (0.1 | ) | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
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Income Before Income Taxes |
10.2 | 1.1 | % | 21.3 | 2.2 | % | -52 | % | ||||||||||||
|
Provision for income taxes |
2.4 | 4.7 | ||||||||||||||||||
|
|
|
|
|
|||||||||||||||||
|
Net Income |
$ | 7.8 | 0.8 | % | $ | 16.6 | 1.7 | % | -53 | % | ||||||||||
|
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|
|||||||||||||||||
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EPS - Basic |
$ | 0.02 | $ | 0.05 | ||||||||||||||||
|
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|
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|||||||||||||||||
|
Average Number of Common Shares |
339.1 | 349.1 | ||||||||||||||||||
|
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|
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|
|||||||||||||||||
|
EPS - Diluted |
$ | 0.02 | $ | 0.05 | ||||||||||||||||
|
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|||||||||||||||||
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Average Number of Common and Potential Common Shares |
343.7 | 352.7 | ||||||||||||||||||
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| MATTEL, INC. AND SUBSIDIARIES | EXHIBIT II | |||||||
|
WORLDWIDE GROSS SALES INFORMATION (Unaudited)
|
|
|||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||
|
(In millions, except percentage information) |
2012 | 2011 | ||||||||||||||
|
Worldwide Gross Sales: |
||||||||||||||||
|
Mattel Girls & Boys Brands |
$ | 622.2 | $ | 650.8 | ||||||||||||
|
% Change |
-4 | % | 15 | % | ||||||||||||
|
Pos./(Neg.) Impact of Currency (in % pts) |
-1 | 1 | ||||||||||||||
|
Fisher-Price Brands |
310.2 | 309.9 | ||||||||||||||
|
% Change |
0 | % | -2 | % | ||||||||||||
|
Pos./(Neg.) Impact of Currency (in % pts) |
-2 | 1 | ||||||||||||||
|
American Girl Brands |
76.0 | 73.0 | ||||||||||||||
|
% Change |
4 | % | 4 | % | ||||||||||||
|
Other |
8.8 | 7.4 | ||||||||||||||
|
|
|
|
|
|||||||||||||
|
Gross Sales |
$ | 1,017.2 | $ | 1,041.1 | ||||||||||||
|
|
|
|
|
|||||||||||||
|
% Change |
-2 | % | 8 | % | ||||||||||||
|
Pos./(Neg.) Impact of Currency (in % pts) |
-1 | 0 | ||||||||||||||
|
Reconciliation of Non-GAAP to GAAP Financial Measure: |
|
|||||||||||||||
|
Gross Sales |
$ | 1,017.2 | $ | 1,041.1 | ||||||||||||
|
Sales Adjustments |
(88.8 | ) | (89.2 | ) | ||||||||||||
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|||||||||||||
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Net Sales |
$ | 928.4 | $ | 951.9 | ||||||||||||
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|
|||||||||||||
|
% Change |
-2 | % | 8 | % | ||||||||||||
|
Pos./(Neg.) Impact of Currency (in % pts) |
-1 | 1 | ||||||||||||||
|
MATTEL, INC. AND SUBSIDIARIES |
EXHIBIT III | |||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
| At March 31, | At December 31, | |||||||||||
| 2012 | 2011 | 2011 | ||||||||||
|
(In millions) |
(Unaudited) | |||||||||||
|
Assets |
||||||||||||
|
Cash and equivalents |
$ | 784.6 | $ | 1,049.4 | $ | 1,369.1 | ||||||
|
Accounts receivable, net |
743.6 | 758.6 | 1,246.7 | |||||||||
|
Inventories |
603.7 | 607.2 | 487.0 | |||||||||
|
Prepaid expenses and other current assets |
372.1 | 336.5 | 340.9 | |||||||||
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|||||||
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Total current assets |
2,504.0 | 2,751.7 | 3,443.7 | |||||||||
|
Property, plant and equipment, net |
535.7 | 494.1 | 523.9 | |||||||||
|
Other noncurrent assets |
2,500.7 | 1,736.3 | 1,704.0 | |||||||||
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|||||||
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Total Assets |
$ | 5,540.4 | $ | 4,982.1 | $ | 5,671.6 | ||||||
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|||||||
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Liabilities and Stockholders’ Equity |
||||||||||||
|
Short-term borrowings |
$ | — | $ | — | $ | 8.0 | ||||||
|
Current portion of long-term debt |
400.0 | 250.0 | 50.0 | |||||||||
|
Accounts payable and accrued liabilities |
722.4 | 771.6 | 953.8 | |||||||||
|
Income taxes payable |
10.8 | 18.6 | 27.1 | |||||||||
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|
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|||||||
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Total current liabilities |
1,133.2 | 1,040.2 | 1,038.9 | |||||||||
|
Long-term debt |
1,150.0 | 950.0 | 1,500.0 | |||||||||
|
Other noncurrent liabilities |
616.1 | 474.5 | 522.1 | |||||||||
|
Stockholders’ equity |
2,641.1 | 2,517.4 | 2,610.6 | |||||||||
|
|
|
|
|
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|
|||||||
|
Total Liabilities and Stockholders’ Equity |
$ | 5,540.4 | $ | 4,982.1 | $ | 5,671.6 | ||||||
|
|
|
|
|
|
|
|||||||
|
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW DATA (Unaudited) |
||||
| At March 31, | ||||||||
|
(In millions, except days and percentage information) |
2012 | 2011 | ||||||
|
Key Balance Sheet Data: |
||||||||
|
Accounts Receivable, Net Days of Sales Outstanding (DSO) |
72 | 72 | ||||||
|
Total Debt Outstanding |
$ | 1,550.0 | $ | 1,200.0 | ||||
|
Total Debt-to-Total-Capital Ratio |
37.0 | % | 32.3 | % | ||||
| Three Months Ended March 31, | ||||||||
|
(In millions) |
2012 (a) | 2011 | ||||||
|
Condensed Cash Flow Data: |
||||||||
|
Cash Flows From (Used For) Operating Activities |
$ | 172 | $ | (42 | ) | |||
|
Cash Flows (Used For) Investing Activities |
(703 | ) | (9 | ) | ||||
|
Cash Flows (Used For) Financing Activities and Other |
(53 | ) | (181 | ) | ||||
|
|
|
|
|
|||||
|
Decrease in Cash and Equivalents |
$ | (584 | ) | $ | (232 | ) | ||
|
|
|
|
|
|||||
| (a) | Amounts shown are preliminary estimates. Actual amounts will be reported in Mattel’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. |