Delaware
|
1-11657
|
36-4062333
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
14901 South Orange Blossom Trail
|
Orlando
|
FL
|
32837
|
(Address of principal executive offices)
|
(Zip Code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
||
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, $0.01 par value
|
TUP
|
New York Stock Exchange
|
|
Position
|
President and Chief Executive Officer and Member of the Board
|
Base Salary
|
$900,000
|
Annual Bonus Target
|
115% of year-end salary
|
Sign on Bonus
|
$500,000, payable as promptly as practicable following April 6, 2021, subject to continued employment with the Company through April 6, 2021.
|
Equity Awards
|
|
Inducement Performance Share Units
|
PSUs covering 200,000 shares of Company common stock, vesting upon the later of April 6, 2023 and the thirtieth consecutive trading day, occurring on or prior to April 6, 2025, on which the closing price of Company common stock exceeds $4.00, subject to continued service through the applicable vesting date.
|
Inducement 2020 Long-Term Incentive Awards
|
2020 Long-Term Incentive Awards having a grant date value of $1,500,000, 60% of which will be in the form of PSUs that cliff vest on April 6, 2023, subject to continued employment through the vesting date and satisfaction of the applicable performance goals, and 40% of which will be in the form of RSUs that will vest in equal installments on April 6, 2021, 2022 and 2023, subject to continued employment through the applicable vesting date.
|
Employee Benefits
|
Participation in employee benefit plans and programs that are made available to similarly situated executives of the Company, including relocation benefits under applicable Company policies and, during the period prior to Mr. Fernandez’ receipt of his U.S. work permit, an annual allowance of $20,000 for Mr. Fernandez to visit his family in the United Kingdom.
|
Position
|
Executive Vice Chairman and Member of the Board
|
||
Base Salary
|
$500,000
|
||
Annual Bonus Target
|
75% of year-end salary
|
||
Equity Awards
|
|
||
Inducement Performance Share Units
|
PSUs covering 800,000 shares of Company common stock, divided among six performance based “Tranches” that will vest upon the later of March 12, 2023 and the thirtieth consecutive trading day, occurring on or prior to March 12, 2025, on which the closing price of Company common stock exceeds the “Applicable Stock Price Hurdle” set forth in the table below, subject to continued service with the Company (including service as a member of the Board) through the applicable vesting date.
|
||
PSU Award Tranche
|
Applicable Stock Price Hurdle
|
|
|
400,000
|
$4.00
|
||
80,000
|
$5.00 (25% increase over $4.00)
|
||
80,000
|
$6.25 (25% increase over $5.00)
|
||
80,000
|
$7.81 (25% increase over $6.25)
|
||
80,000
|
$9.77 (25% increase over $7.81)
|
||
80,000
|
$12.21 (25% increase over $9.77)
|
||
|
|
||
Inducement Option
|
An option to purchase 1,000,000 shares of Company common stock, with a per share exercise price equal to 115% of the closing price of Company common stock on March 12, 2020 and a ten-year term, that will vest March 12, 2023, subject to continued service (including service as a member of the Board) through the vesting date.
|
||
Employee Benefits
|
Participation in employee benefit plans and programs that are made available to similarly situated executives of the Company, including relocation benefits under applicable Company policies.
|
•
|
cash severance equal to two and one half times the sum of his (1) annual base salary and (2) target annual bonus;
|
•
|
a pro-rated annual bonus at target for the portion of the year in which the employment termination occurs;
|
•
|
health and welfare benefits coverage during the thirty months following employment termination; and
|
•
|
a one-time payment for outplacement services of up to $50,000.
|
Exhibit Number
|
Description
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
*10.3
|
|
|
|
*99.1
|
|
|
|
*99.2
|
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
|
|
|
TUPPERWARE BRANDS CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
Date: March 13, 2020
|
By:
|
/s/ Karen M. Sheehan
|
|
|
Karen M. Sheehan
|
|
|
Executive Vice President, Chief Legal Officer & Secretary
|
|
|
|
|
|
[NAME]
|
|
|
|
|
|
TUPPERWARE BRANDS CORPORATION
|
|
|
|
|
By:
|
|
|
Name:
|
Karen M. Sheehan
|
|
Title:
|
Executive Vice President, Chief Legal Officer & Secretary
|
|
|
News Release
|
|
Tupperware Brands Corp.
|
|
14901 S. Orange Blossom Trail
|
|
Orlando, FL 32837
|
|
Investor Contact: Jane Garrard (407) 826-4475
|
|
•
|
Fiscal year 2019 results in line with preliminary results released on February 24, 2020.
|
◦
|
Full year sales down 13% versus last year and 9% in local currency
|
◦
|
GAAP diluted E.P.S. $0.25 versus $3.11 in the prior year
|
◦
|
Operating cash flow net of investing was $60 million
|
•
|
Fuller Mexico accounting investigation closed; concluded issues isolated to local business and did not materially impact the Company’s financial results or overall internal controls assessment.
|
•
|
Both Chief Executive Officer and Executive Vice Chairman appointments announced today (see separate press release).
|
TUPPERWARE BRANDS CORPORATION
|
||||||||||
FOURTH QUARTER 2019 SALES FORCE STATISTICS*
|
||||||||||
(UNAUDITED)
|
||||||||||
|
|
|
|
|
|
|
|
|
||
|
Sales
|
|
|
|
|
|
|
|||
All Units
|
Reported
Inc/(Dec)
vs. Q4 '18
%
|
Restated+
Inc/(Dec)
vs. Q4 '18
%
|
|
Active
Sales
Force
|
Inc/(Dec)
vs. Q4 '18
%
|
|
Total
Sales
Force
|
Inc/(Dec)
vs. Q4 '18
%
|
||
Europe
|
(15)
|
(13)
|
a
|
96,459
|
|
(1)
|
|
771,060
|
|
5
|
Asia Pacific
|
(19)
|
(19)
|
|
130,886
|
|
(22)
|
|
892,419
|
|
(10)
|
North America
|
(12)
|
(14)
|
|
174,344
|
|
(7)
|
|
703,888
|
|
(5)
|
South America
|
(27)
|
(19)
|
|
115,058
|
|
(16)
|
|
543,812
|
|
(5)
|
Total All Units
|
(18)
|
(16)
|
|
516,747
|
|
(12)
|
|
2,911,179
|
|
(4)
|
|
|
|
|
|
|
|
|
|
TUPPERWARE BRANDS CORPORATION
|
|||||||||||||||
CONSOLIDATED STATEMENTS OF INCOME
|
|||||||||||||||
(UNAUDITED)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
(In millions, except per share data)
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
52 Weeks Ended
|
|
52 Weeks Ended
|
||||||||
|
Dec 28,
2019 |
|
Dec 29,
2018 |
|
Dec 28,
2019 |
|
Dec 29,
2018 |
||||||||
Net sales
|
$
|
417.2
|
|
|
$
|
505.9
|
|
|
$
|
1,797.9
|
|
|
$
|
2,069.7
|
|
Cost of products sold
|
153.5
|
|
|
175.6
|
|
|
610.8
|
|
|
692.2
|
|
||||
Gross margin
|
263.7
|
|
|
330.3
|
|
|
1,187.1
|
|
|
1,377.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Delivery, sales and administrative expense
|
247.4
|
|
|
245.5
|
|
|
999.4
|
|
|
1,060.5
|
|
||||
Re-engineering charges
|
18.8
|
|
|
3.2
|
|
|
34.7
|
|
|
15.9
|
|
||||
Impairment of goodwill and intangible assets
|
20.3
|
|
|
—
|
|
|
40.0
|
|
|
—
|
|
||||
Gain on disposal of assets
|
1.8
|
|
|
2.6
|
|
|
12.9
|
|
|
18.7
|
|
||||
Operating income
|
(21.0
|
)
|
|
84.2
|
|
|
125.9
|
|
|
319.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest income
|
0.6
|
|
|
0.8
|
|
|
2.2
|
|
|
2.8
|
|
||||
Interest expense
|
10.1
|
|
|
12.2
|
|
|
41.5
|
|
|
46.5
|
|
||||
Other income
|
(6.3
|
)
|
|
0.7
|
|
|
(16.8
|
)
|
|
(0.1
|
)
|
||||
Income before income taxes
|
(24.2
|
)
|
|
72.1
|
|
|
103.4
|
|
|
276.2
|
|
||||
Provision for income taxes
|
47.5
|
|
|
54.8
|
|
|
91.0
|
|
|
120.3
|
|
||||
Net income
|
$
|
(71.7
|
)
|
|
$
|
17.3
|
|
|
$
|
12.4
|
|
|
$
|
155.9
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic income per share
|
$
|
(1.47
|
)
|
|
$
|
0.36
|
|
|
$
|
0.26
|
|
|
$
|
3.12
|
|
Diluted income per share
|
$
|
(1.47
|
)
|
|
$
|
0.35
|
|
|
$
|
0.25
|
|
|
$
|
3.11
|
|
TUPPERWARE BRANDS CORPORATION
|
|||||||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
|
|||||||||||||||||||||||||||||||||||
(UNAUDITED)
|
|||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(In millions, except per share data)
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
Reported
|
|
Restated*
|
|
Foreign
|
|
52 Weeks Ended
|
|
52 Weeks Ended
|
|
Reported
|
|
Restated*
|
|
Foreign
|
||||||||||||||||
|
Dec 28,
2019 |
|
Dec 29,
2018 |
|
%
|
|
%
|
|
Exchange
|
|
Dec 28,
2019 |
|
Dec 29,
2018 |
|
%
|
|
%
|
|
Exchange
|
||||||||||||||||
|
|
|
Inc (Dec)
|
|
Inc (Dec)
|
|
Impact*
|
|
|
|
Inc (Dec)
|
|
Inc (Dec)
|
|
Impact*
|
||||||||||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Europe
|
$
|
116.2
|
|
|
$
|
136.7
|
|
|
(15
|
)
|
|
(13
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
475.2
|
|
|
$
|
525.6
|
|
|
(10
|
)
|
|
(4
|
)
|
|
$
|
(32.9
|
)
|
Asia Pacific
|
130.1
|
|
|
159.8
|
|
|
(19
|
)
|
|
(19
|
)
|
|
0.5
|
|
|
590.5
|
|
|
682.0
|
|
|
(13
|
)
|
|
(11
|
)
|
|
(17.5
|
)
|
||||||
North America
|
105.7
|
|
|
120.0
|
|
|
(12
|
)
|
|
(14
|
)
|
|
3.4
|
|
|
453.5
|
|
|
515.1
|
|
|
(12
|
)
|
|
(12
|
)
|
|
(0.9
|
)
|
||||||
South America
|
65.2
|
|
|
89.4
|
|
|
(27
|
)
|
|
(19
|
)
|
|
(8.6
|
)
|
|
278.7
|
|
|
347.0
|
|
|
(20
|
)
|
|
(9
|
)
|
|
(40.3
|
)
|
||||||
|
$
|
417.2
|
|
|
$
|
505.9
|
|
|
(18
|
)
|
|
(16
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
1,797.9
|
|
|
$
|
2,069.7
|
|
|
(13
|
)
|
|
(9
|
)
|
|
$
|
(91.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment profit (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Europe
|
$
|
8.4
|
|
|
$
|
17.8
|
|
|
(52
|
)
|
|
(52
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
38.0
|
|
|
$
|
46.3
|
|
|
(18
|
)
|
|
(11
|
)
|
|
$
|
(3.5
|
)
|
Asia Pacific
|
24.4
|
|
|
45.5
|
|
|
(46
|
)
|
|
(46
|
)
|
|
(0.2
|
)
|
|
124.3
|
|
|
172.5
|
|
|
(28
|
)
|
|
(26
|
)
|
|
(5.5
|
)
|
||||||
North America
|
(0.9
|
)
|
|
17.0
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
40.2
|
|
|
76.3
|
|
|
(47
|
)
|
|
(47
|
)
|
|
—
|
|
||||||
South America
|
10.5
|
|
|
17.6
|
|
|
(41
|
)
|
|
(34
|
)
|
|
(1.6
|
)
|
|
43.8
|
|
|
68.3
|
|
|
(36
|
)
|
|
(29
|
)
|
|
(6.8
|
)
|
||||||
|
42.4
|
|
|
97.9
|
|
|
(57
|
)
|
|
(56
|
)
|
|
(1.4
|
)
|
|
246.3
|
|
|
363.4
|
|
|
(32
|
)
|
|
(29
|
)
|
|
(15.8
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unallocated expenses
|
(19.8
|
)
|
|
(13.8
|
)
|
|
42
|
|
|
41
|
|
|
(0.1
|
)
|
|
(41.8
|
)
|
|
(46.3
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|
(1.4
|
)
|
||||||
Gain on disposal of assets
|
1.8
|
|
|
2.6
|
|
|
(31
|
)
|
|
(31
|
)
|
|
—
|
|
|
12.9
|
|
|
18.7
|
|
|
(31
|
)
|
|
(31
|
)
|
|
—
|
|
||||||
Re-engineering charges
|
(18.8
|
)
|
|
(3.2
|
)
|
|
+
|
|
|
+
|
|
|
—
|
|
|
(34.7
|
)
|
|
(15.9
|
)
|
|
+
|
|
|
+
|
|
|
—
|
|
||||||
Impairment of goodwill and intangible assets
|
(20.3
|
)
|
|
—
|
|
|
+
|
|
|
+
|
|
|
—
|
|
|
(40.0
|
)
|
|
—
|
|
|
+
|
|
|
+
|
|
|
—
|
|
||||||
Interest expense, net
|
(9.5
|
)
|
|
(11.4
|
)
|
|
(18
|
)
|
|
(18
|
)
|
|
—
|
|
|
(39.3
|
)
|
|
(43.7
|
)
|
|
(10
|
)
|
|
(10
|
)
|
|
—
|
|
||||||
Income before taxes
|
(24.2
|
)
|
|
72.1
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
103.4
|
|
|
276.2
|
|
|
(63
|
)
|
|
(60
|
)
|
|
(17.2
|
)
|
||||||
Provision for income taxes
|
47.5
|
|
|
54.8
|
|
|
(13
|
)
|
|
(13
|
)
|
|
(0.2
|
)
|
|
91.0
|
|
|
120.3
|
|
|
(24
|
)
|
|
(22
|
)
|
|
(4.2
|
)
|
||||||
Net income (loss)
|
$
|
(71.7
|
)
|
|
$
|
17.3
|
|
|
—
|
|
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
12.4
|
|
|
$
|
155.9
|
|
|
(92
|
)
|
|
(91
|
)
|
|
$
|
(13.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income per share (diluted)
|
$
|
(1.47
|
)
|
|
$
|
0.35
|
|
|
—
|
|
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.25
|
|
|
$
|
3.11
|
|
|
(92
|
)
|
|
(91
|
)
|
|
$
|
(0.26
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average number of diluted shares
|
48.9
|
|
|
48.8
|
|
|
|
|
|
|
|
|
49.0
|
|
|
50.2
|
|
|
|
|
|
|
|
TUPPERWARE BRANDS CORPORATION
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
(UNAUDITED)
|
|||||||
|
|
|
|
||||
(In millions)
|
52 Weeks Ended
|
|
52 Weeks Ended
|
||||
|
December 28,
2019 |
|
December 29,
2018 |
||||
Operating Activities:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
87.4
|
|
|
$
|
132.0
|
|
|
|
|
|
||||
Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(61.0
|
)
|
|
(75.4
|
)
|
||
Proceeds from disposal of property, plant & equipment
|
34.0
|
|
|
40.7
|
|
||
Net cash used in investing activities
|
(27.0
|
)
|
|
(34.7
|
)
|
||
|
|
|
|
||||
Financing Activities:
|
|
|
|
||||
Dividend payments to shareholders
|
(74.3
|
)
|
|
(137.8
|
)
|
||
Repurchase of common stock
|
(0.9
|
)
|
|
(101.7
|
)
|
||
Repayment of long-term debt and finance lease obligations
|
(1.6
|
)
|
|
(1.9
|
)
|
||
Net change in short-term debt
|
(6.2
|
)
|
|
162.1
|
|
||
Debt issuance costs
|
(2.3
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
—
|
|
|
0.3
|
|
||
Net cash used by financing activities
|
(85.3
|
)
|
|
(79.0
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(0.9
|
)
|
|
(13.6
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
(25.8
|
)
|
|
4.7
|
|
||
Cash, cash equivalents and restricted cash at beginning of year
|
151.9
|
|
|
147.2
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
126.1
|
|
|
$
|
151.9
|
|
TUPPERWARE BRANDS CORPORATION
|
|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||
(UNAUDITED)
|
|||||||
|
|
|
|
||||
(In millions)
|
Dec 28,
2019 |
|
Dec 29,
2018 |
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
123.2
|
|
|
$
|
149.0
|
|
Other current assets
|
415.3
|
|
|
471.6
|
|
||
Total current assets
|
538.5
|
|
|
620.6
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
267.5
|
|
|
276.0
|
|
||
Other assets
|
456.4
|
|
|
412.2
|
|
||
Total assets
|
$
|
1,262.4
|
|
|
$
|
1,308.8
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity:
|
|
|
|
||||
Short-term borrowings and current portion of long-term debt
|
$
|
273.2
|
|
|
$
|
285.5
|
|
Accounts payable and other current liabilities
|
415.7
|
|
|
473.6
|
|
||
Total current liabilities
|
688.9
|
|
|
759.1
|
|
||
|
|
|
|
||||
Long-term debt
|
602.2
|
|
|
603.4
|
|
||
Other liabilities
|
248.3
|
|
|
181.5
|
|
||
Total shareholders' equity
|
(277.0
|
)
|
|
(235.2
|
)
|
||
Total liabilities and shareholders' equity
|
$
|
1,262.4
|
|
|
$
|
1,308.8
|
|
TUPPERWARE BRANDS CORPORATION
|
|||
ADJUSTED EBITDA AND DEBT/ADJUSTED EBITDA*
|
|||
(UNAUDITED)
|
|||
|
|
||
|
As of and for the four quarters ended
|
||
|
December 28,
2019 |
||
Adjusted EBITDA:
|
|
||
Net income (loss)
|
$
|
12.4
|
|
Add:
|
|
||
Depreciation and amortization
|
55.2
|
|
|
Gross interest expense
|
41.5
|
|
|
Provision for income taxes
|
91.0
|
|
|
Equity compensation
|
10.4
|
|
|
Pre-tax re-engineering and impairment charges
|
40.0
|
|
|
Other non-cash extraordinary, unusual or non-recurring charges
|
44.9
|
|
|
Deduct:
|
|
||
Cash paid for re-engineering
|
(40.1
|
)
|
|
Gains on land sales, insurance recoveries, etc.
|
(12.9
|
)
|
|
Total Adjusted EBITDA
|
$
|
242.4
|
|
|
|
||
Consolidated total debt
|
$
|
875.4
|
|
Divided by adjusted EBITDA
|
242.4
|
|
|
Debt to Adjusted EBITDA Ratio
|
3.61
|
|
|
|
News Release
|
|
Tupperware Brands Corp.
|
|
14901 S. Orange Blossom Trail
|
|
Orlando, FL 32837
|
|
Investor Contact: Jane Garrard (407) 826-4475
|
|