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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 20549 |
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FORM 10-Q |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2010
Commission File Number 1-9750
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(Exact name of registrant as specified in its charter) |
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Delaware |
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38-2478409 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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1334 York Avenue |
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New York, New York |
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10021 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (212) 606-7000
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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x |
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Accelerated filer o |
Non-accelerated filer o |
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
Yes o No x
As of July 27, 2010, there were 67,012,552 outstanding shares of Common Stock, par value $0.01 per share, of the registrant.
TABLE OF CONTENTS
2
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SOTHEBYS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Thousands of dollars, except per share data)
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Three Months Ended |
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Six Months Ended |
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June
30, |
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June
30, |
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June
30, |
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June
30, |
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Revenues: |
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Auction and related revenues |
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$ |
269,801 |
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$ |
151,007 |
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$ |
365,428 |
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$ |
196,985 |
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Finance revenues |
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2,023 |
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2,245 |
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4,636 |
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4,664 |
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Dealer revenues |
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8,337 |
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13,055 |
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10,857 |
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17,801 |
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License fee revenues |
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1,129 |
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770 |
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1,834 |
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1,549 |
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Other revenues |
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120 |
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244 |
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534 |
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750 |
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Total revenues |
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281,410 |
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167,321 |
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383,289 |
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221,749 |
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Expenses: |
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Direct costs of services |
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21,159 |
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14,509 |
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28,030 |
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23,669 |
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Dealer cost of sales |
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6,527 |
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11,840 |
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8,315 |
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20,506 |
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Marketing expenses |
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3,251 |
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3,054 |
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6,216 |
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5,967 |
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Salaries and related costs |
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74,321 |
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49,356 |
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120,939 |
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97,316 |
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General and administrative expenses |
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32,376 |
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30,372 |
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63,619 |
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60,804 |
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Depreciation and amortization expense |
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4,081 |
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5,087 |
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8,452 |
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10,459 |
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Restructuring charges (net) |
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(21 |
) |
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4,803 |
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98 |
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10,519 |
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Total expenses |
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141,694 |
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119,021 |
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235,669 |
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229,240 |
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Operating income (loss) |
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139,716 |
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48,300 |
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147,620 |
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(7,491 |
) |
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Interest income |
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385 |
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1,551 |
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738 |
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3,151 |
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Interest expense |
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(11,717 |
) |
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(11,431 |
) |
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(23,336 |
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(22,585 |
) |
Extinguishment of debt |
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1,039 |
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Write-off of credit facility amendment fees |
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(1,261 |
) |
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(1,261 |
) |
Other expense |
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(933 |
) |
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(1,446 |
) |
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(872 |
) |
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(3,833 |
) |
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Income (loss) before taxes |
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127,451 |
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35,713 |
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124,150 |
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(30,980 |
) |
Equity in earnings of investees, net of taxes |
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36 |
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242 |
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244 |
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91 |
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Income tax expense (benefit) |
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41,248 |
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23,774 |
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40,332 |
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(8,578 |
) |
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Net income (loss) |
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$ |
86,239 |
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$ |
12,181 |
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$ |
84,062 |
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$ |
(22,311 |
) |
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Basic earnings (loss) per share - Sothebys common shareholders (see Note 3) |
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$ |
1.27 |
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$ |
0.18 |
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$ |
1.24 |
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$ |
(0.34 |
) |
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Diluted earnings (loss) per share - Sothebys common shareholders (see Note 3) |
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$ |
1.26 |
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$ |
0.18 |
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$ |
1.22 |
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$ |
(0.34 |
) |
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Weighted average basic shares outstanding |
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66,337 |
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65,207 |
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66,167 |
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65,079 |
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Weighted average diluted shares outstanding |
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67,041 |
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65,347 |
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66,972 |
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65,079 |
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Cash dividends paid per common share |
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$ |
0.05 |
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$ |
0.05 |
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$ |
0.10 |
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$ |
0.20 |
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See accompanying Notes to Condensed Consolidated Financial Statements
3
SOTHEBYS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of dollars)
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June
30, |
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December
31, |
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June
30, |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
462,549 |
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$ |
321,579 |
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$ |
141,383 |
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Restricted cash |
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31,864 |
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24,115 |
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11,495 |
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Accounts receivable, net of allowance for doubtful accounts of $4,996, $5,183 and $6,550 |
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666,766 |
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373,717 |
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475,974 |
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Notes receivable, net of allowance for credit losses of $1,148, $1,028 and $1,127 |
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61,182 |
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64,461 |
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59,251 |
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Inventory |
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143,416 |
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142,565 |
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168,566 |
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Deferred income taxes |
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14,021 |
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14,589 |
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14,544 |
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Income tax receivable |
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5,948 |
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8,130 |
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13,806 |
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Prepaid expenses and other current assets |
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16,634 |
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19,211 |
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19,656 |
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Total Current Assets |
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1,402,380 |
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968,367 |
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904,675 |
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Non-Current Assets: |
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Notes receivable |
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91,951 |
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100,008 |
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95,864 |
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Fixed assets, net of accumulated depreciation and amortization of $138,691, $139,814 and $190,174 |
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364,508 |
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370,224 |
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378,263 |
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Goodwill |
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13,941 |
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14,591 |
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14,639 |
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Intangible assets, net of accumulated amortization of $5,193, $5,332 and $4,340 |
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|
881 |
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1,765 |
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2,623 |
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Equity method investments |
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16,337 |
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17,121 |
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|
17,706 |
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Deferred income taxes |
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|
44,269 |
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|
44,889 |
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|
86,619 |
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Trust assets related to deferred compensation liability |
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35,875 |
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37,451 |
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|
34,340 |
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Pension asset |
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|
15,125 |
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|
12,789 |
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|
15,953 |
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Other assets |
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|
17,185 |
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18,918 |
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|
15,875 |
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Total Assets |
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$ |
2,002,452 |
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$ |
1,586,123 |
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$ |
1,566,557 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current Liabilities: |
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Due to consignors |
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$ |
638,074 |
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$ |
348,303 |
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$ |
341,085 |
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Accounts payable and accrued liabilities |
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|
69,538 |
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|
54,298 |
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|
67,389 |
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Accrued salaries and related costs |
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|
46,710 |
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|
28,612 |
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|
12,383 |
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Accrued income taxes |
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|
31,849 |
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|
2,831 |
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|
18,503 |
|
Deferred income taxes |
|
|
603 |
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|
603 |
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|
1,293 |
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Other current liabilities |
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|
14,763 |
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|
7,828 |
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|
3,717 |
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Total Current Liabilities |
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801,537 |
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|
442,475 |
|
|
444,370 |
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Long-Term Liabilities: |
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Long-term debt, net of unamortized discount of $43,624, $49,107 and $54,451 |
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|
516,883 |
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512,939 |
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|
508,799 |
|
Deferred income taxes |
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|
452 |
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|
452 |
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|
1,698 |
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Accrued income taxes |
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|
12,083 |
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|
11,231 |
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|
14,815 |
|
Deferred compensation liability |
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|
32,394 |
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|
34,472 |
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|
31,283 |
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Other liabilities |
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|
6,854 |
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|
7,569 |
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|
7,142 |
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Total Liabilities |
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|
1,370,203 |
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|
1,009,138 |
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|
1,008,107 |
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Commitments and contingencies (see Note 12) |
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Shareholders Equity: |
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|
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Common Stock, $0.01 par value |
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|
668 |
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|
672 |
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|
660 |
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Additional paid-in capital |
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|
327,366 |
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|
317,081 |
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|
303,140 |
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Retained earnings |
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|
374,568 |
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|
297,579 |
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|
288,537 |
|
Accumulated other comprehensive loss |
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|
(70,353 |
) |
|
(38,347 |
) |
|
(33,887 |
) |
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|
|
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Total Shareholders Equity |
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|
632,249 |
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|
576,985 |
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|
558,450 |
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Total Liabilities and Shareholders Equity |
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$ |
2,002,452 |
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$ |
1,586,123 |
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$ |
1,566,557 |
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See accompanying Notes to Condensed Consolidated Financial Statements
4
SOTHEBYS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Thousands of dollars)
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Six Months Ended |
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||||
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June 30, |
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June 30, |
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Operating Activities: |
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Net income (loss) |
|
$ |
84,062 |
|
$ |
(22,311 |
) |
|
|
|
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|
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|
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
8,452 |
|
|
10,459 |
|
Gain on extinguishment of debt |
|
|
|
|
|
(1,039 |
) |
Equity in earnings of investees |
|
|
(244 |
) |
|
(91 |
) |
Deferred income tax expense (benefit) |
|
|
3,783 |
|
|
(27,409 |
) |
Share-based compensation |
|
|
10,636 |
|
|
12,066 |
|
Net pension benefit |
|
|
(1,826 |
) |
|
(1,105 |
) |
Asset provisions |
|
|
2,956 |
|
|
2,859 |
|
Amortization of discount on long-term debt |
|
|
5,483 |
|
|
4,911 |
|
Other |
|
|
302 |
|
|
534 |
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
|
(316,942 |
) |
|
88,301 |
|
Due to consignors |
|
|
298,649 |
|
|
(88,641 |
) |
Inventory |
|
|
(10,147 |
) |
|
13,696 |
|
Prepaid expenses and other current assets |
|
|
1,814 |
|
|
1,960 |
|
Other long-term assets |
|
|
2,022 |
|
|
(1,389 |
) |
Trust assets related to the deferred compensation liability |
|
|
1,576 |
|
|
(1,149 |
) |
Income tax receivable and deferred income tax assets |
|
|
(962 |
) |
|
12,434 |
|
Accrued income taxes and deferred income tax liabilities |
|
|
29,469 |
|
|
4,875 |
|
Accounts payable and accrued liabilities and other liabilities |
|
|
27,171 |
|
|
(55,027 |
) |
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities |
|
|
146,254 |
|
|
(46,066 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
|
Funding of notes receivable |
|
|
(104,170 |
) |
|
(53,395 |
) |
Collections of notes receivable |
|
|
121,070 |
|
|
80,254 |
|
Capital expenditures |
|
|
(6,954 |
) |
|
(94,577 |
) |
Distributions from equity investees |
|
|
1,160 |
|
|
850 |
|
(Increase) decrease in restricted cash |
|
|
(9,868 |
) |
|
14,420 |
|
|
|
|
|
|
|
|
|
Net cash provided (used) by investing activities |
|
|
1,238 |
|
|
(52,448 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
|
Repayment of 7.75% Senior Notes |
|
|
|
|
|
(1,647 |
) |
Dividends paid |
|
|
(6,881 |
) |
|
(13,636 |
) |
Decrease in York Property capital lease obligation |
|
|
|
|
|
(49 |
) |
Proceeds from exercise of employee stock options |
|
|
9,347 |
|
|
259 |
|
Other financing activities |
|
|
(6,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used by financing activities |
|
|
(3,834 |
) |
|
(15,073 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(2,688 |
) |
|
1,502 |
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
140,970 |
|
|
(112,085 |
) |
Cash and cash equivalents at beginning of period |
|
|
321,579 |
|
|
253,468 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
462,549 |
|
$ |
141,383 |
|
|
|
|
|
|
|
|
|
See accompanying Notes to Condensed Consolidated Financial Statements
5
SOTHEBYS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The Condensed Consolidated Financial Statements included herein have been prepared by Sothebys pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (GAAP) in the United States of America (the U.S.) have been condensed or omitted from this report, as is permitted by such rules and regulations; however, management of Sothebys believes that the disclosures herein are adequate to make the information presented not misleading. It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in Sothebys 2009 Annual Report on Form 10-K.
2. Seasonality of Business
The worldwide art auction market has two principal selling seasons, which generally occur in the second and fourth quarters of the year. Accordingly, Sothebys auction business is seasonal, with peak revenues and operating income generally occurring in those quarters. Consequently, first and third quarter results have historically reflected a lower volume of auction activity when compared to the second and fourth quarters and, typically, a net loss due to the fixed nature of many of Sothebys operating expenses.
3. Earnings (Loss) Per Share
Basic earnings (loss) per shareBasic earnings (loss) per share attributable to Sothebys common shareholders is computed under the two-class method using the weighted average number of common shares outstanding during the period. In periods with net income, the two-class method requires that the amount of net income attributable to participating securities be deducted from consolidated net income in the computation of basic earnings per share. In periods with a net loss, the net loss attributable to participating securities is excluded from the computation of basic loss per share. Participating securities include unvested restricted stock and unvested restricted stock units, which have nonforfeitable rights to dividends, but do not include unvested performance share units, which are not entitled to dividend equivalents until they vest. (See Note 15 of Notes to Condensed Consolidated Financial Statements.)
Diluted earnings (loss) per shareDiluted earnings (loss) per share attributable to Sothebys common shareholders is computed in a similar manner to basic earnings (loss) per share under the two-class method, using the weighted average number of common shares outstanding during the period and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of unvested restricted stock, unvested restricted stock units, unvested performance share units, incremental common shares issuable upon the exercise of stock options, and deferred stock units issued pursuant to the Sothebys Stock Compensation Plan for Non-Employee Directors. The number of such potential common shares included in the computation of diluted earnings per share is determined using the treasury stock method.
For the three months ended June 30, 2010 and 2009, less than 0.1 million and 0.8 million of potentially dilutive shares of Common Stock, respectively, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive. For the six months ended June 30, 2010 and 2009, less than 0.1 million and 3.2 million shares, respectively, of potentially dilutive common stock were excluded from the computation of diluted earnings (loss) per share because their effect would have been anti-dilutive.
6
The following table sets forth the computation of basic and diluted earnings (loss) per share for the three and six months ended June 30, 2010 and 2009 (in thousands of dollars, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Sothebys |
|
$ |
86,239 |
|
$ |
12,181 |
|
$ |
84,062 |
|
$ |
(22,311 |
) |
Less: Net income attributable to participating securities |
|
|
1,905 |
|
|
471 |
|
|
2,176 |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Sothebys common shareholders |
|
$ |
84,334 |
|
$ |
11,710 |
|
$ |
81,886 |
|
$ |
(22,311 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
66,337 |
|
|
65,207 |
|
|
66,167 |
|
|
65,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share - Sothebys common shareholders |
|
$ |
1.27 |
|
$ |
0.18 |
|
$ |
1.24 |
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Sothebys |
|
$ |
86,239 |
|
$ |
12,181 |
|
$ |
84,062 |
|
$ |
(22,311 |
) |
Less: Net income attributable to participating securities |
|
|
1,886 |
|
|
471 |
|
|
2,152 |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Sothebys common shareholders |
|
$ |
84,353 |
|
$ |
11,710 |
|
$ |
81,910 |
|
$ |
(22,311 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
66,337 |
|
|
65,207 |
|
|
66,167 |
|
|
65,079 |
|
Weighted average dilutive potential common shares outstanding |
|
|
704 |
|
|
140 |
|
|
805 |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for calculation of diluted earnings (loss) per share |
|
|
67,041 |
|
|
65,347 |
|
|
66,972 |
|
|
65,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share - Sothebys common shareholders |
|
$ |
1.26 |
|
$ |
0.18 |
|
$ |
1.22 |
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. Segment Reporting
Sothebys operations are organized under three segmentsAuction, Finance and Dealer. The table below presents Sothebys revenues and income (loss) before taxes by segment for the three and six months ended June 30, 2010 and 2009 (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2010 |
|
Auction |
|
Finance |
|
Dealer |
|
All Other |
|
Reconciling |
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenues |
|
$ |
269,801 |
|
$ |
4,565 |
|
$ |
8,337 |
|
$ |
1,249 |
|
$ |
(2,542 |
) |
$ |
281,410 |
|
Segment income (loss) before taxes |
|
$ |
123,854 |
|
$ |
2,759 |
|
$ |
3 |
|
$ |
890 |
|
$ |
(55 |
) |
$ |
127,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
151,007 |
|
$ |
3,054 |
|
$ |
13,055 |
|
$ |
1,014 |
|
$ |
(809 |
) |
$ |
167,321 |
|
Segment income (loss) before taxes |
|
$ |
33,777 |
|
$ |
2,255 |
|
$ |
(445 |
) |
$ |
496 |
|
$ |
(370 |
) |
$ |
35,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
365,428 |
|
$ |
8,741 |
|
$ |
10,857 |
|
$ |
2,368 |
|
$ |
(4,105 |
) |
$ |
383,289 |
|
Segment income (loss) before taxes |
|
$ |
118,444 |
|
$ |
6,009 |
|
$ |
(1,325 |
) |
$ |
1,396 |
|
$ |
(374 |
) |
$ |
124,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
196,985 |
|
$ |
5,958 |
|
$ |
17,801 |
|
$ |
2,299 |
|
$ |
(1,294 |
) |
$ |
221,749 |
|
Segment (loss) income before taxes |
|
$ |
(29,767 |
) |
$ |
3,786 |
|
$ |
(6,964 |
) |
$ |
1,100 |
|
$ |
865 |
|
$ |
(30,980 |
) |
|
|
* |
The reconciling items related to Revenues represent charges from the Finance segment to the Auction segment for certain client loans. Such charges, which are eliminated in consolidation, are recorded in Finance segment Revenues and in Auction segment Direct Costs. |
7
The table below presents the unallocated amounts and reconciling items related to segment income (loss) before taxes for the three and six months ended June 30, 2010 and 2009 (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction |
|
$ |
123,854 |
|
$ |
33,777 |
|
$ |
118,444 |
|
$ |
(29,767 |
) |
Finance |
|
|
2,759 |
|
|
2,255 |
|
|
6,009 |
|
|
3,786 |
|
Dealer |
|
|
3 |
|
|
(445 |
) |
|
(1,325 |
) |
|
(6,964 |
) |
All Other |
|
|
890 |
|
|
496 |
|
|
1,396 |
|
|
1,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss) before taxes |
|
|
127,506 |
|
|
36,083 |
|
|
124,524 |
|
|
(31,845 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated amounts and reconciling items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Extinguishment of debt (see Note 10) |
|
|
|
|
|
|
|
|
|
|
|
1,039 |
|
Equity in earnings of investees ** |
|
|
(55 |
) |
|
(370 |
) |
|
(374 |
) |
|
(174 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes |
|
$ |
127,451 |
|
$ |
35,713 |
|
$ |
124,150 |
|
$ |
(30,980 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
** |
Represents Sothebys share of pre-tax earnings related to its equity investees. Such amounts are included in the table above in loss before taxes for the Dealer segment, but are presented net of taxes in the Condensed Consolidated Statements of Operations. |
The table below presents assets for Sothebys segments, as well as a reconciliation of segment assets to consolidated assets as of June 30, 2010, December 31, 2009 and June 30, 2009 (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
December 31, 2009 |
|
June 30, 2009 |
|
|||
|
|
|
|
|
|
|
|
|||
Segments: |
|
|
|
|
|
|
|
|
|
|
Auction |
|
$ |
1,682,993 |
|
$ |
1,244,210 |
|
$ |
1,195,874 |
|
Finance |
|
|
153,010 |
|
|
161,510 |
|
|
155,736 |
|
Dealer |
|
|
100,516 |
|
|
112,692 |
|
|
99,854 |
|
All Other |
|
|
1,695 |
|
|
103 |
|
|
124 |
|
|
|
|
|
|
|
|
|
|
|
|
Total segment assets |
|
|
1,938,214 |
|
|
1,518,515 |
|
|
1,451,588 |
|
Unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
Deferred tax assets and income tax receivable |
|
|
64,238 |
|
|
67,608 |
|
|
114,969 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated assets |
|
$ |
2,002,452 |
|
$ |
1,586,123 |
|
$ |
1,566,557 |
|
|
|
|
|
|
|
|
|
|
|
|
5. Receivables
Accounts ReceivableIn its role as auctioneer, Sothebys represents sellers of artworks by accepting property on consignment and matching sellers to buyers through the auction process. Sothebys invoices the buyer for the purchase price of the property (including the commission owed by the buyer), collects payment from the buyer and remits to the seller the net sale proceeds after deducting its commissions, expenses, applicable taxes and royalties. The amounts billed to buyers are recorded as Accounts Receivable in the Condensed Consolidated Balance Sheets.
Under Sothebys standard payment terms, payments from buyers are due no more than 30 days from the sale date and consignor payments are made 35 days from the sale date. However, in certain collecting categories, extended payment terms are sometimes provided to buyers who are well-known to Sothebys in order to support and market a sale. Such terms typically extend the payment due date from 30 days to a date that is no greater than one year from the sale date. When providing extended payment terms, Sothebys attempts to match the timing of receipt from the buyer with payment to the consignor, but is not always successful in doing so.
8
Under the standard terms and conditions of its auction sales, Sothebys is not obligated to pay consignors for property that has not been paid for by buyers. If a buyer defaults on payment, the sale may be cancelled and the property will be returned to the consignor. Alternatively, the consignor may reoffer the property at a future auction or negotiate a private sale. However, at times, Sothebys pays the consignor before payment is collected from the buyer and/or allows the buyer to take possession of the property before payment is received. In situations when the buyer takes possession of the property before payment is received, Sothebys is liable to the seller for the net sale proceeds whether or not the buyer makes payment. As of June 30, 2010, net Accounts Receivable of $666.8 million includes $66.5 million related to such situations. In addition, in certain circumstances, Sothebys may guarantee to consignors the collection of payment from the buyer for property that is sold at auction. In the event that a buyer defaults on payment on the purchase of property for which the collection of payment has been guaranteed by Sothebys to the consignor, Sothebys would pay the hammer price of the property to the consignor at settlement date and therefore take title to the property. As a result, Sothebys would have the ability to recover a portion, or all, of the proceeds funded to the consignor via the eventual sale of the property.
Notes ReceivableThe Finance segment provides certain collectors and art dealers with financing, generally secured by works of art that Sothebys either has in its possession or permits borrowers to possess. The Finance segment generally makes two types of secured loans: (1) advances secured by consigned property to borrowers who are contractually committed, in the near term, to sell the property at auction (a consignor advance); and (2) general purpose term loans secured by property not presently intended for sale (a term loan). A consignor advance allows a seller to receive funds upon consignment for an auction that will generally occur up to one year in the future, while preserving for the benefit of the seller the potential of the auction process. Term loans allow Sothebys to establish or enhance mutually beneficial relationships with borrowers and are intended to generate future auction consignments, although such loans do not always result in consignments. Secured loans are made with full recourse against the borrower. The collection of the secured loans made by Sothebys can be adversely impacted by a decline in the art market in general or in the value of the particular collateral. In addition, in situations where a borrower becomes subject to bankruptcy or insolvency laws, Sothebys ability to realize on its collateral may be limited or delayed by the application of such laws. In certain limited circumstances, in order to attract future consignments, Sothebys also makes unsecured loans to clients. As of June 30, 2010, the net notes receivable balance included an unsecured loan of $7.5 million, which is due to be repaid in the fourth quarter of 2010.
The target loan-to-value ratio (principal loan amount divided by the low auction estimate of the collateral) for Finance segment secured loans is 50% or lower. However, certain loans are made at initial loan-to-value ratios significantly higher than 50%. In addition, as a result of the normal periodic revaluation of loan collateral, the loan-to-value ratio of certain loans may increase above the 50% target loan-to-value ratio due to decreases in the low auction estimates of the collateral. As of June 30, 2010, the loan-to-value ratio of Finance segment secured loans was 37%. As of June 30, 2010, Finance segment secured loans with loan-to-value ratios above 50% totaled $60.5 million and represented 40% of net Notes Receivable. The collateral related to these loans has a low auction estimate of approximately $102.2 million.
The Finance segments loans are predominantly variable interest rate loans; however, short-term, interest-free advances with maturities typically ranging between 3 and 6 months are provided to certain consignors in order to secure high-value property for auctions and can represent a significant portion of the client loan portfolio as of the end of certain quarterly reporting periods before peak selling seasons. The carrying value of the loan portfolio approximates fair value.
As of June 30, 2010, loans of $25.3 million and $17.7 million (both of which are classified within non-current Notes Receivable) comprised approximately 17% and 12%, respectively, of the net Notes Receivable balance.
The weighted average interest rates earned on Notes Receivable were 4.2% and 5.4% for the three months ended June 30, 2010 and 2009, respectively, and 5.2% and 5.5% for the six months ended June 30, 2010 and 2009, respectively.
6. York Property
The land and building located at 1334 York Avenue, New York, New York (the York Property) is home to Sothebys sole North American auction salesroom and its principal North American exhibition space, as well as its corporate headquarters. On February 7, 2003, Sothebys sold the York Property to an affiliate of RFR Holding Corp. (RFR). In conjunction with this sale, Sothebys leased the York Property back from RFR for an initial 20-year term, with options for Sothebys to extend the lease for two additional 10-year terms. The resulting lease was accounted for as a capital lease, with the related asset being amortized over the initial 20-year lease term.
On January 11, 2008, Sothebys entered into a contract to reacquire the York Property from RFR for a purchase price of $370 million (the Purchase and Sale Agreement). Sothebys also agreed to give the principals of RFR favorable consignment terms for the future sale of art at Sothebys auctions. Management estimated the value of these terms to be approximately $3.8 million.
Sothebys financed the $370 million purchase price through an initial $50 million cash payment made in conjunction with the signing of the Purchase and Sale Agreement on January 11, 2008, an $85 million cash payment made when the purchase was consummated on February 6, 2009 and the assumption of an existing $235 million mortgage on the York Property (the York Property Mortgage).
9
The York Property Mortgage matures on July 1, 2035, but has an optional pre-payment date of July 1, 2015 and bears an annual rate of interest of approximately 5.6%, which increases subsequent to July 1, 2015. It is Sothebys current intention to either pre-pay or refinance the mortgage on or about July 1, 2015. In conjunction with the final accounting for the York Property purchase in February 2009, the York Property Mortgage was recorded on the balance sheet at its $212.1 million fair value. The fair value of the York Property Mortgage was computed using a discounted cash flow approach based on a market rate of interest, which was estimated by management. The resulting $22.9 million debt discount is being amortized to interest expense over the remaining expected term of the loan. Sothebys paid fees of $2.4 million in conjunction with the assumption of the York Property Mortgage, which are also being amortized to interest expense over the remaining expected term of the loan. The June 30, 2010 carrying value of the York Property Mortgage was $217.1 million, and its fair value was approximately $234 million. (See Note 10 of Notes to Condensed Consolidated Financial Statements.)
The York Property and the York Property Mortgage are held by 1334 York, LLC, a separate legal entity of Sothebys that maintains its own books and records and whose results are ultimately consolidated into Sothebys financial statements. The assets of 1334 York, LLC are not available to satisfy the obligations of other Sothebys affiliates or any other entity.
7. Goodwill
For the six months ended June 30, 2010 and 2009, changes in the carrying value of Goodwill, which is entirely attributable to the Auction segment, were as follows (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
|
||
|
|
|
|
|
|
||
Balance as of January 1 |
|
$ |
14,591 |
|
$ |
14,202 |
|
Foreign currency exchange rate changes |
|
|
(650 |
) |
|
437 |
|
|
|
|
|
|
|
|
|
Balance as of June 30 |
|
$ |
13,941 |
|
$ |
14,639 |
|
|
|
|
|
|
|
|
|
Since the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, (now codified under Accounting Standards Codification (ASC) 350, Intangibles-Goodwill and Other) through June 30, 2010, Sothebys has incurred total goodwill impairment losses of $18.4 million, which are entirely attributable to the goodwill acquired as a result of its acquisition of Noortman Master Paintings (NMP), which is a reporting unit in the Dealer segment.
8. Intangible Assets
Sothebys has intangible assets principally as a result of its acquisitions of NMP in June 2006 and an auction house in Paris, France in March 2007. As of June 30, 2010, December 31, 2009 and June 30, 2009, Intangible Assets consisted of the following (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
June 30, |
|
|||
|
|
|
|
|
|
|
|
|||
Indefinite lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
Trade Name and other |
|
$ |
324 |
|
$ |
324 |
|
$ |
324 |
|
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
Customer Relationships |
|
|
5,750 |
|
|
6,773 |
|
|
6,639 |
|
Accumulated amortization |
|
|
(5,193 |
) |
|
(5,332 |
) |
|
(4,340 |
) |
|
|
|
|
|
|
|
|
|
|
|
Sub-total |
|
|
557 |
|
|
1,441 |
|
|
2,299 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
881 |
|
$ |
1,765 |
|
$ |
2,623 |
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2010 and 2009, amortization expense related to Intangible Assets was approximately $0.3 million and $0.4 million, respectively. For the six months ended June 30, 2010 and 2009, amortization expense related to Intangible Assets was approximately $0.7 million and $0.8 million, respectively. The remaining customer relationships have a weighted average remaining useful life of 1.9 years, and the related annual amortization expense for the remaining useful lives of the customer relationships is expected to be approximately $0.2 million, $0.3 million and $0.1 million in 2010, 2011 and 2012, respectively.
9. Restructuring
For the three and six months ended June 30, 2009, Sothebys recorded net Restructuring Charges of $4.8 million and $10.5 million, respectively. For the three and six months ended June 30, 2010, Sothebys recorded net Restructuring Charges of under $100,000 in each period. See below for a brief description of Sothebys restructuring plans.
10
2008 Restructuring PlanDue to a downturn in the international art market, on December 1, 2008 and February 26, 2009, Sothebys Board of Directors approved restructuring actions impacting the Auction segment, as well as certain corporate departments. These restructuring actions (collectively, the 2008 Restructuring Plan) were the result of a strategic review of Sothebys operations conducted by management between November 2008 and February 2009. The 2008 Restructuring Plan resulted in a 15% decrease in global headcount, a reduction in Sothebys selling activities and leased premises in Amsterdam and the vacating of other premises principally in the United Kingdom (U.K.).
2009 Restructuring PlanIn March and April 2009, in response to a continued downturn in the international art market, management conducted a further strategic review of Sothebys operations, and on April 27, 2009, the Executive Committee of the Board of Directors approved additional restructuring actions (the 2009 Restructuring Plan). The 2009 Restructuring Plan impacted all areas of Sothebys global operations through additional significant cost reductions that resulted from a further 5% decrease in global headcount.
Restructuring activities resulting from the 2008 Restructuring Plan and 2009 Restructuring Plan are summarized in the table below (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee |
|
Facility |
|
Other |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Liability at January 1, 2008 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Charges for 2008 Restructuring Plan |
|
|
4,312 |
|
|
|
|
|
|
|
|
4,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability at December 31, 2008 |
|
|
4,312 |
|
|
|
|
|
|
|
|
4,312 |
|
Charges for 2008 Restructuring Plan |
|
|
6,446 |
|
|
2,085 |
|
|
427 |
|
|
8,958 |
|
Charges for 2009 Restructuring Plan |
|
|
3,578 |
|
|
|
|
|
3 |
|
|
3,581 |
|
Cash payments |
|
|
(12,844 |
) |
|
(1,144 |
) |
|
(359 |
) |
|
(14,347 |
) |
Adjustments to liability |
|
|
(251 |
) |
|
(129 |
) |
|
|
|
|
(380 |
) |
Foreign currency exchange rate changes |
|
|
317 |
|
|
54 |
|
|
5 |
|
|
376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability at December 31, 2009 |
|
|
1,558 |
|
|
866 |
|
|
76 |
|
|
2,500 |
|
Charges for 2008 Restructuring Plan |
|
|
|
|
|
30 |
|
|
147 |
|
|
177 |
|
Cash payments |
|
|
(920 |
) |
|
(180 |
) |
|
(12 |
) |
|
(1,112 |
) |
Adjustments to liability |
|
|
(104 |
) |
|
47 |
|
|
12 |
|
|
(45 |
) |
Foreign currency exchange rate changes |
|
|
(100 |
) |
|
(120 |
) |
|
(27 |
) |
|
(247 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability at June 30, 2010 |
|
$ |
434 |
|
$ |
643 |
|
$ |
196 |
|
$ |
1,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2010, the liability related to Sothebys restructuring activities was $1.3 million. The current portion of the liability ($0.8 million) is recorded in the Condensed Consolidated Balance Sheets within Accounts Payable and Accrued Liabilities, and the non-current portion ($0.5 million) is recorded within Other Liabilities. The majority of the remaining liability related to employee termination benefits is expected to be paid by March 31, 2011. The liability for facility related costs will be paid monthly according to the terms of the underlying lease through September 2014.
10. Debt
Revolving Credit FacilitySothebys and certain of its wholly-owned subsidiaries (collectively, the Borrowers) are party to a credit agreement (the Credit Agreement) with an international syndicate of lenders led by General Electric Capital Corporation (GE Capital). The following summary does not purport to be a complete summary of the Credit Agreement and is qualified in its entirety by reference to the Credit Agreement and its amendments, copies of which were filed as Exhibit 10.1 to Sothebys Form 8-K filed with the SEC on September 1, 2009, Exhibit 10.18 to Sothebys Form 10-K filed with the Securities and Exchange Commission on March 1, 2010 and Exhibit 10.1 to this Form 10-Q. Terms used, but not defined in this summary, have the meanings set forth in the Credit Agreement and its amendments.
11
The Credit Agreement has a maturity date of August 31, 2012 and provides for a $200 million revolving credit facility (the Revolving Credit Facility), with a sub-limit of $50 million for U.K. based borrowings. The borrowings available under the Credit Agreement are limited by a borrowing base equal to 85% of Eligible Art Loans, plus 30% of Eligible Art Inventory, plus 15% of Consolidated Net Tangible Assets, subject to limitations and certain reserves. On May 5, 2010, the Credit Agreement was amended to expand the definition of Eligible Art Loans to include those with stated maturity dates between 18 and 24 months.
Borrowings
under the Revolving Credit Facility may be used for general corporate purposes.
In addition, up to $10 million of the Revolving Credit Facility may be used to
issue letters of credit. As of June 30, 2010, there were no borrowings or
letters of credit outstanding under the Revolving Credit Facility, and the
amount of available borrowings was approximately $126.6 million, as calculated
under the borrowing base.
Borrowings under the Revolving Credit Facility are
available in either Dollars to U.S. Borrowers or Pounds Sterling to U.K. Borrowers.
The U.S. Borrowers and, subject to certain limitations, the U.K. Borrowers, are
jointly and severally liable for all obligations under the Credit Agreement. In
addition, certain subsidiaries of the Borrowers guarantee the obligations of
the Borrowers under the Credit Agreement. The obligations under the Credit
Agreement are secured by liens on all or substantially all of the personal
property of the Borrowers and the Guarantors.
Borrowings are, at the Borrowers option, either Dollar Index Rate Loans (for U.S. Borrowers only) or LIBOR Rate Loans. Dollar Index Rate Loans bear interest from the applicable borrowing date at an annual rate equal to (a) the highest of (i) the Prime Rate as quoted in The Wall Street Journal, (ii) the Federal Funds Rate plus 3.0%, or (iii) the LIBOR Rate based upon the offered rate for deposits in such currency for a period equal to such interest period on the Reuters Screen LIBOR01 Page plus 1.0%, plus (b) the Applicable Margin, which is generally 3.0% to 3.5% based upon the level of outstanding borrowings under the Revolving Credit Facility. The LIBOR Loan Rate for Dollars or Pounds Sterling, as the case may be, for an interest period is equal to (x) the highest of (i) the offered rate for deposits in such currency for a period equal to such interest period on the Reuters Screen LIBOR01 Page, (ii) if the interest period is less than three months, the offered rate for deposits in such currency on the Reuters Screen for an Interest Period of three months, and (iii) 2%, plus (y) the Applicable Margin, which is generally 4.0% to 4.5% based upon the level of outstanding borrowings under the Revolving Credit Facility.
The Credit Agreement contains certain customary affirmative and negative covenants including, but not limited to, limitations on capital expenditures, limitations on net outstanding auction guarantees, limitations on the use of proceeds from borrowings under the Credit Agreement, limitations on the ability to merge, liquidate, consolidate, dispose of assets or capital stock, and limitations on material changes to the nature of Sothebys business. The Credit Agreement also restricts quarterly dividend payments to the lesser of $0.05 per share or $4 million. The maximum level of quarterly dividend payments may be increased depending upon Sothebys achievement of a certain Fixed Charge Coverage Ratio in any period. Management believes that Sothebys is in compliance with the covenants and terms of the Credit Agreement.
The Credit Agreement also contains the following financial covenants, which are only applicable during certain compliance periods:
|
|
|
|
|
A minimum Fixed Charge Coverage Ratio, which requires the maintenance of a sufficient level of specifically defined cash flows to cover certain debt and equity related cash requirements. |
|
|
|
|
|
A minimum EBITDA, which requires the maintenance of certain minimum levels of specifically defined operating cash flows. |
These financial covenants were not applicable for the twelve month period ending June 30, 2010.
Sothebys incurred approximately $7.7 million in fees related to the Credit Agreement, which are being amortized on a straight-line basis to Interest Expense over the three-year term of the facility. Additionally, commitment fees of 1.0% per year are charged for undrawn amounts committed under the Revolving Credit Facility.
12
Long-Term DebtAs of June 30, 2010, December 31, 2009 and June 30, 2009, Long-Term Debt consisted of the following (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
December 31, 2009 |
|
June 30, 2009 |
|
|||
|
|
|
|
|
|
|
|
|||
York Property Mortgage, net of unamortized discount of $17,822, $19,603 and $21,385 |
|
$ |
214,435 |
|
$ |
214,193 |
|
$ |
213,615 |
|
Senior Notes, net of unamortized discount of $1,398, $1,503 and $1,603 |
|
|
126,852 |
|
|
126,747 |
|
|
126,647 |
|
Convertible Notes, net of unamortized discount of $24,404, $28,001 and $31,463 |
|
|
175,596 |
|
|
171,999 |
|
|
168,537 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
516,883 |
|
$ |
512,939 |
|
$ |
508,799 |
|
|
|
|
|
|
|
|
|
|
|
|
In the twelve months following the June 30, 2010 balance sheet date, Sothebys is scheduled to repay approximately $2.7 million of principal on the York Property Mortgage. Accordingly, this amount is reflected in the Condensed Consolidated Balance Sheets within Other Current Liabilities as of June 30, 2010. See Note 6 for more detailed information related to the York Property Mortgage. See the captioned sections below for information related to the Convertible Notes and the Senior Notes.
Senior NotesOn June 17, 2008, Sothebys issued $150 million aggregate principal amount of 7.75% Senior Notes (the Senior Notes), due June 15, 2015. The net proceeds from the issuance of the Senior Notes were approximately $145.9 million, after deducting the initial purchasers discounts and fees. The Senior Notes have an effective interest rate of 8%. Interest on the Senior Notes is payable semi-annually in cash on June 15 and December 15 of each year.
On December 23, 2008, Sothebys repurchased an aggregate principal amount of $19 million of its Senior Notes for a purchase price of $10.5 million (representing 56% of the aggregate principal amount repurchased). This repurchase resulted in a non-cash gain of $7.8 million, net of fees, which was recognized in the fourth quarter of 2008. On January 27, 2009, Sothebys repurchased an additional $2.8 million of its Senior Notes for a purchase price of $1.6 million (representing 59% of the aggregate principal amount repurchased). This repurchase resulted in a non-cash gain of approximately $1 million, net of fees, which was recognized in the first quarter of 2009 and reported within Extinguishment of Debt in the Condensed Consolidated Statements of Operations.
As of June 30, 2010, the Senior Notes had a fair value of approximately $128.3 million based on a broker quoted price.
Convertible NotesOn June 17, 2008, Sothebys issued $200 million aggregate principal amount of 3.125% Convertible Notes, due June 15, 2013. The net proceeds from the issuance of the Convertible Notes were approximately $194.3 million, after deducting transaction costs. Interest on the Convertible Notes is payable semi-annually in cash on June 15 and December 15 of each year. Sothebys may not redeem the Convertible Notes prior to their stated maturity date. As of June 30, 2010, the Convertible Notes had a fair value of approximately $194.9 million based on a broker quoted price.
Upon conversion, the principal amount of the Convertible Notes is payable in cash, shares of Sothebys Common Stock (Common Stock), or a combination thereof, at the option of Sothebys, based on an initial conversion rate of 29.4122 shares of Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $34 per share (the Conversion Price). The maximum number of shares of Common Stock that may be issued upon conversion is approximately 5.8 million shares. The conversion rate for the Convertible Notes is subject to adjustment for certain events. The Convertible Notes may be converted at any time beginning on March 15, 2013 and ending on the close of business on June 14, 2013. Prior to March 15, 2013, the Convertible Notes may only be converted: (1) during any fiscal quarter after the fiscal quarter ending September 30, 2008 (and only during such fiscal quarter), if the closing price of the Common Stock exceeds 130% of the Conversion Price during a defined period at the end of the previous quarter, (2) if the trading price of Convertible Notes falls below a certain threshold over a defined period, or (3) upon the occurrence of certain specified corporate transactions (as set forth in the Convertible Notes Indenture). None of these conversion criteria have been met during the period that the Convertible Notes have been outstanding.
Upon conversion, Sothebys will pay or deliver, as the case may be, cash, shares of Common Stock or a combination thereof at its election. It is Sothebys current intent and policy to settle up to the principal amount of the Convertible Notes in cash. Accordingly, the Convertible Notes have no impact on diluted shares outstanding until the average price of the Common Stock for a period exceeds the Conversion Price.
Each of Sothebys existing and future domestic subsidiaries have jointly, severally, fully and unconditionally guaranteed the Convertible Notes on a senior unsecured basis to the extent such subsidiaries guarantee borrowings under the Credit Agreement.
13
The liability and equity components of the Convertible Notes are separately accounted for in a manner that reflects Sothebys nonconvertible debt borrowing rate when interest expense is recognized. The resulting equity component (i.e., the conversion option) is not remeasured as long as it continues to meet the conditions for equity classification and represents the original issue discount for the purposes of accounting for the liability component of the convertible debt instrument. As a result of separately recording the liability and equity components at their fair values, the Convertible Notes have an effective interest rate of 7.75%. As of June 30, 2010, management evaluated the embedded conversion option in the Convertible Notes and concluded that it should not be accounted for separately because the conversion option is indexed to Sothebys Common Stock and is classified as Shareholders Equity. Accordingly, the embedded conversion option in the Convertible Notes has not been remeasured and remains recorded as a component of Additional Paid-In Capital. As of June 30, 2010, the unamortized discount related to the Convertible Notes was $24.4 million and will be amortized to Interest Expense over the 35.5 months remaining until maturity using the effective interest rate method.
For the three and six months ended June 30, 2010 and 2009, Interest Expense related to the Convertible Notes consisted of the following (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Contractual coupon interest expense |
|
$ |
1,562 |
|
$ |
1,562 |
|
$ |
3,125 |
|
$ |
3,125 |
|
Discount amortization |
|
|
1,817 |
|
|
1,682 |
|
|
3,598 |
|
|
3,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,379 |
|
$ |
3,244 |
|
$ |
6,723 |
|
$ |
6,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Note Hedge and Warrant TransactionsOn June 11, 2008, in conjunction with the issuance of the Convertible Notes, Sothebys entered into convertible note hedge transactions (the Convertible Note Hedges) that will allow Sothebys to purchase its Common Stock from affiliates of Bank of America and Goldman, Sachs & Co. (collectively the Counterparties) at a price equal to the Conversion Price of the Convertible Notes. The Convertible Note Hedges will cover, subject to customary anti-dilution adjustments, approximately 5.8 million shares of Common Stock. The Convertible Note Hedges are intended to offset potential dilution to Sothebys Common Stock upon potential future conversion of the Convertible Notes. The Convertible Note Hedges will expire upon the maturity of the Convertible Notes.
On June 11, 2008, Sothebys also entered into warrant transactions, whereby it sold to the Counterparties warrants (the Warrants) to acquire, subject to customary anti-dilution adjustments, approximately 5.8 million shares of Common Stock at $44.905 per share.
These contracts meet all of the applicable criteria for equity classification and, as a result, the $40.6 million cost of the Convertible Note Hedges ($22.5 million, net of taxes) and the $22.3 million in net proceeds received from the sale of the Warrants are recorded within Additional Paid-In Capital in Shareholders Equity. In addition, because both of these contracts are classified as shareholders equity and are indexed to Sothebys Common Stock, they are not accounted for as derivative financial instruments. The Warrants have no impact on diluted shares outstanding until the average price of the Common Stock for a period exceeds the Warrants $44.905 exercise price. The Convertible Note Hedges are anti-dilutive and therefore have no impact on diluted shares outstanding.
Future Principal and Interest PaymentsAs of June 30, 2010, the aggregate future principal and interest payments due under the York Property Mortgage (see Note 6), the Convertible Notes and the Senior Notes are as follows (in thousands of dollars):
|
|
|
|
|
July 2010 to June 2011 |
|
$ |
31,933 |
|
July 2011 to June 2012 |
|
|
32,193 |
|
July 2012 to June 2013 |
|
|
231,950 |
|
July 2013 to June 2014 |
|
|
25,943 |
|
July 2014 to June 2015 |
|
|
153,807 |
|
July 2015 to June 2016 |
|
|
219,516 |
|
|
|
|
|
|
Total future principal and interest payments |
|
$ |
695,342 |
|
|
|
|
|
|
14
Interest ExpenseFor the three and six months ended June 30, 2010 and 2009, interest expense consisted of the following (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Senior secured credit facility: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of amendment and arrangement fees |
|
$ |
674 |
|
$ |
511 |
|
$ |
1,345 |
|
$ |
917 |
|
Commitment fees |
|
|
506 |
|
|
429 |
|
|
989 |
|
|
777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total |
|
|
1,180 |
|
|
940 |
|
|
2,334 |
|
|
1,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
York Property capital lease obligation |
|
|
|
|
|
|
|
|
|
|
|
1,657 |
|
York Property Mortgage |
|
|
4,240 |
|
|
4,271 |
|
|
8,444 |
|
|
6,828 |
|
Senior Notes |
|
|
2,537 |
|
|
2,533 |
|
|
5,073 |
|
|
5,084 |
|
Convertible Notes |
|
|
3,379 |
|
|
3,244 |
|
|
6,723 |
|
|
6,455 |
|
Other interest expense* |
|
|
381 |
|
|
443 |
|
|
762 |
|
|
867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
$ |
11,717 |
|
$ |
11,431 |
|
$ |
23,336 |
|
$ |
22,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Other interest expense consists primarily of the amortization of debt issuance costs related to the Senior Notes and Convertible Notes. |
11. U.K. Defined Benefit Pension Plan
Sothebys sponsors a defined benefit pension plan covering a portion of its U.K. employees (the U.K. Pension Plan). Effective April 1, 2004, the U.K. Pension Plan was closed to new employees. From that date, a defined contribution plan was made available to new employees in the U.K. For the three and six months ended June 30, 2010 and 2009, the components of net pension benefit related to the U.K. Pension Plan were (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Service cost |
|
$ |
929 |
|
$ |
951 |
|
$ |
1,902 |
|
$ |
1,835 |
|
Interest cost |
|
|
3,351 |
|
|
3,047 |
|
|
6,859 |
|
|
5,881 |
|
Expected return on plan assets |
|
|
(5,175 |
) |
|
(4,663 |
) |
|
(10,593 |
) |
|
(9,000 |
) |
Amortization of prior service cost |
|
|
3 |
|
|
3 |
|
|
6 |
|
|
6 |
|
Special termination benefits |
|
|
|
|
|
173 |
|
|
|
|
|
173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension benefit |
|
$ |
(892 |
) |
$ |
(489 |
) |
$ |
(1,826 |
) |
$ |
(1,105 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2010, Sothebys expects to contribute approximately $3 million to the U.K. Pension Plan, of which $1.5 million has been contributed through June 30, 2010.
12. Commitments and Contingencies
Employment ArrangementsAs of June 30, 2010, Sothebys had employment arrangements with certain senior employees, which expire at various points between March 2011 and February 2014. Such arrangements may provide, among other benefits, for minimum salary levels and for incentive compensation under Sothebys incentive compensation programs which is payable only if specified Sothebys and individual goals are attained. Additionally, certain of these arrangements provide annual equity grants, the accelerated vesting of certain equity grants, severance payments, other cash compensation, and continuation of benefits upon termination of employment under certain circumstances. The aggregate remaining commitment for salaries and other cash compensation related to these employment arrangements, excluding any participation in Sothebys incentive compensation and share-based payment programs, was approximately $18.9 million as of June 30, 2010.
Lending CommitmentsSothebys enters into legally binding arrangements to lend, primarily on a collateralized basis and subject to certain limitations and conditions, to potential consignors and other individuals who have collections of art. Unfunded commitments to extend additional credit were $19 million as of June 30, 2010, of which $1 million is committed to an employee of Sothebys who is not an Executive Officer, as defined by SEC regulations.
15
Legal ActionsSothebys becomes involved in various claims and lawsuits incidental to the ordinary course of its business, including the matter described below. While it is not possible to predict the outcome of litigation, management does not believe that the outcome of any of these pending claims or proceedings will have a material adverse effect on Sothebys consolidated results of operations, financial condition and/or cash flows.
Sothebys Inc. v. Halsey Minor is an action commenced by a subsidiary of Sothebys in September 2008 in the U.S. District Court for the Southern District of New York, seeking to collect amounts due for three paintings that Mr. Minor purchased in auctions conducted by Sothebys in the spring of 2008. Mr. Minor filed a counterclaim in that action alleging that Sothebys had failed to disclose that the consignor of one of those paintings had an outstanding loan from Sothebys and asserting that the sale should, therefore, be rescinded or the price of the painting reduced. In October 2008, Mr. Minor commenced a separate action in the U.S. District Court for the Northern District of California seeking recovery for alleged losses on behalf of a purported class of purchasers of properties that were subject to alleged undisclosed loans from Sothebys. That action also asserted breaches of fiduciary duties arising from alleged art consulting advice provided to Mr. Minor by a Sothebys employee. The California action that Mr. Minor had commenced against Sothebys has been dismissed. In April 2009, Mr. Minor filed a motion in the New York action seeking to amend his answer and counterclaim to (i) broaden his rescission claim to cover an additional painting, (ii) add claims for alleged breach of fiduciary duty and alleged violations of a New York State consumer protection statute and (iii) seek injunctive relief. In May 2009, Sothebys opposed that motion and, in addition, moved for summary judgment against certain of Mr. Minors claims. In July 2009, Sothebys moved for summary judgment against the remainder of Mr. Minors claims, and Mr. Minor moved for summary judgment in favor of certain of his claims. In October 2009, the Magistrate Judge assigned to this action issued an opinion and order denying Mr. Minors motion for leave to file an amended answer and counterclaim to the extent that Mr. Minor sought to assert claims for breach of fiduciary duty and violations of the New York State consumer protection statute. During the course of the litigation, Sothebys reoffered and sold the three paintings initially purchased by Mr. Minor in the spring of 2008 for $9.5 million, thereby reducing the amounts due from him. In March 2010, the court granted Sothebys motions for summary judgment, denied Mr. Minors motion for partial summary judgment and entered a judgment in Sothebys favor in the amount of $6.6 million, the full amount sought by Sothebys. This judgment includes $4.4 million for the shortfall resulting from the resale of the three paintings when compared to the original purchase prices and $2.2 million in interest and late charges owed to Sothebys. The judgment also included an award of attorneys fees, in an amount to be determined. In April 2010, Mr. Minor filed a notice of appeal of the courts order and judgment. Sothebys has collected the full amount of the judgment as of the date of this filing and is reviewing the possibility that competing claims to the judgment funds received may be asserted by the California Franchise Tax Board. Given the uncertainty relating to the competing claims for these funds, Sothebys has not recognized any benefit from this judgment in its Condensed Consolidated Statement of Operations. Management believes that the courts dismissal of Mr. Minors claims and grant of Sothebys motion for summary judgment were correctly decided, and Sothebys will vigorously oppose Mr. Minors appeal.
Noortman Master PaintingsOn June 7, 2006, Sothebys entered into a sale and purchase agreement (the Purchase Agreement) with Arcimboldo S.A. (Arcimboldo) pursuant to which Sothebys acquired all of the issued and outstanding shares of capital stock of NMP. Pursuant to the Purchase Agreement, Sothebys paid initial consideration (the Initial Consideration) in the form of 1,946,849 shares of Sothebys Common Stock. If NMP fails to achieve a minimum level of financial performance during the five years following the closing of the transaction, up to 20% of the Initial Consideration will be transferred back to Sothebys. Management believes that it is unlikely that the minimum level of financial performance will be achieved as of June 2011 and therefore expects that a portion of the Initial Consideration will be transferred back to Sothebys, which could result in a non-cash benefit to the Condensed Consolidated Statements of Operations in the second quarter of 2011.
In addition to the Initial Consideration, an additional 486,712 shares of Sothebys Common Stock (the Additional Consideration) was issued and placed in escrow, to be released only if NMP achieves certain targeted performance specified in the Purchase Agreement during the five years following the closing of the transaction. Based on the closing price of Sothebys Common Stock on the New York Stock Exchange of $27.80 per share on July 27, 2010, the Additional Consideration had a fair value of approximately $13.5 million. The Additional Consideration is being held in escrow pursuant to an escrow agreement among the parties to the Purchase Agreement and LaSalle Bank N.A., dated June 7, 2006. Management believes that it is unlikely that the targeted performance metrics specified in the Purchase Agreement will be achieved as of June 2011 and that the Additional Consideration will therefore not be delivered to NMP.
(See Notes 9, 10 and 13 for other commitments. See Notes 5 and 13 for other contingencies.)
16
13. Auction Guarantees
From time to time in the ordinary course of its business, Sothebys will guarantee to sellers a minimum price in connection with the sale of property at auction (an auction guarantee). In the event that the property sells for less than the minimum guaranteed price, Sothebys must perform under the auction guarantee by funding the difference between the sale price at auction and the amount of the auction guarantee. Sothebys is generally entitled to a share of the excess proceeds (the overage) if the property under the auction guarantee sells above a minimum price. If the property does not sell, the amount of the auction guarantee must be paid, but Sothebys has the right to recover such amount through the future sale of the property. In these situations, the guaranteed property is reflected as Inventory in the Condensed Consolidated Balance Sheets at the lower of cost (i.e., the amount paid under the auction guarantee) or managements estimate of realizable value. The sale proceeds ultimately realized by Sothebys in these situations may equal, exceed or be less than the amount recorded as Inventory in the Condensed Consolidated Balance Sheets.
Sothebys may reduce its financial exposure under auction guarantees through risk and reward sharing arrangements with partners including:
|
|
|
|
|
Arrangements under which an unaffiliated counterparty contractually commits to bid a predetermined price on the guaranteed property (an irrevocable bid). If the irrevocable bid is the winning bid, the counterparty purchases the property at the predetermined price plus the applicable buyers premium, which is the same amount that any other successful bidder would pay at that price. If the irrevocable bid is not the winning bid, the counterparty is generally entitled to receive a share of the auction commission earned on the sale and/or a share of any overage. |
|
|
|
|
|
Arrangements under which an unaffiliated counterparty contractually commits to fund: (i) a share of the difference between the sale price at auction and the amount of the auction guarantee if the property sells for less than the minimum guaranteed price or (ii) a share of the minimum guaranteed price if the property does not sell while taking ownership of a proportionate share of the unsold property. In exchange for accepting a share of the financial exposure under the auction guarantee, the counterparty is entitled to receive a share of the auction commission earned and/or a share of any overage if the property sells. |
The counterparties to these auction guarantee risk and reward sharing arrangements are typically major international art dealers or major art collectors. Sothebys could be exposed to credit-related losses in the event of nonperformance by these counterparties.
As of June 30, 2010, Sothebys had no outstanding auction guarantees. As of July 27, 2010, Sothebys had an outstanding auction guarantee of $47 million, with the related property having pre-sale low and high estimates (1) of $45 million and $60 million, respectively. Sothebys financial exposure under this auction guarantee is reduced by an irrevocable bid from an unaffiliated counterparty of $44 million. If the irrevocable bid is the winning bid for the property underlying the auction guarantee, the total proceeds from this irrevocable bid would be $49.4 million, consisting of the payment of the irrevocable bid ($44 million) plus the payment of the related buyers premium ($5.4 million). The property related to this auction guarantee will be offered at auction in November 2010. In July 2010, Sothebys advanced $20 million of the guaranteed amount to the consignor.
(1) Pre-sale estimates are not always accurate predictions of auction sale results or the fair value of the guaranteed property.
14. Comprehensive Income (Loss)
Sothebys comprehensive income (loss) includes the net income (loss) for the period, as well as other comprehensive (loss) income, which consists almost entirely of the change in the foreign currency translation adjustment account. For the three and six months ended June 30, 2010 and 2009, comprehensive income (loss) consists of the following (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
86,239 |
|
$ |
12,181 |
|
$ |
84,062 |
|
$ |
(22,311 |
) |
Other Comprehensive (Loss) Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange rate (losses) gains |
|
|
(13,063 |
) |
|
26,230 |
|
|
(32,010 |
) |
|
15,496 |
|
Amortization of prior service cost and actuarial losses related to the U.K. defined benefit pension plan, net of taxes |
|
|
2 |
|
|
3 |
|
|
4 |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive (loss) income |
|
|
(13,061 |
) |
|
26,233 |
|
|
(32,006 |
) |
|
15,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
73,178 |
|
$ |
38,414 |
|
$ |
52,056 |
|
$ |
(6,810 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
15. Share-Based Payments and Dividends
Share-Based PaymentsShare-based payments to employees include restricted stock, restricted stock units, performance share units and stock options, as discussed in more detail below. The table below summarizes compensation expense related to share-based payments for the three and six months ended June 30, 2010 and 2009 (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
||||||||
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
||||
Pre-Tax |
$ |
4,786 |
|
$ |
5,529 |
|
$ |
10,636 |
|
$ |
12,066 |
|
After-Tax |
$ |
3,045 |
|
$ |
3,870 |
|
$ |
6,959 |
|
$ |
8,084 |
|
As of June 30, 2010, unrecognized compensation expense related to the unvested portion of share-based payments was $24.6 million. This compensation expense is expected to be recognized over a weighted-average period of approximately 2.9 years. Sothebys does not capitalize any compensation expense related to share-based payments to employees.
Restricted StockIn February 2003, the Compensation Committee of Sothebys Board of Directors (the Compensation Committee) approved the adoption of Sothebys Restricted Stock Plan (the Restricted Stock Plan), effective May 1, 2003. The Restricted Stock Plan was approved by a vote of shareholders on April 29, 2003. The Restricted Stock Plan was amended, effective February 1, 2009, to become the Sothebys Restricted Stock Unit Plan (the Restricted Stock Unit Plan), whereby awards granted under the Restricted Stock Unit Plan may be in the form of Restricted Stock Units (RSUs), rather than unvested shares of common stock (Restricted Stock). The award of RSUs in lieu of Restricted Stock shares offers certain tax advantages and flexibility to recipients.
In making awards under the Restricted Stock Unit Plan, the Compensation Committee takes into account the nature of the services rendered by employees, their present and potential contributions to Sothebys success, and such other factors as the Compensation Committee in its discretion deems relevant.
Restricted Stock and RSUs generally vest evenly over four years; however, Restricted Stock issued through 2008 in connection with the Sothebys Executive Bonus Plan (the EBP) vest evenly over three years and certain shares issued to William F. Ruprecht, Sothebys President and Chief Executive Officer, vest over three and five-year periods subject to the achievement of certain company profitability or share price targets. Prior to vesting, holders of Restricted Stock have voting rights and are entitled to receive dividends, while holders of RSUs do not have voting rights, but are entitled to receive dividend equivalents. Dividends and dividend equivalents paid to holders of Restricted Stock and RSUs are not forfeitable. Restricted Stock and RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered until they vest.
On February 9, 2010, the Compensation Committee approved the issuance of 38,451 RSUs with a fair value of $0.9 million related to certain executive employment arrangements, which vest evenly after each of the first, second, third and fourth years following the date of grant.
Performance Share UnitsPerformance Share Units (or PSUs) are RSUs that vest over four years only if Sothebys achieves certain profitability targets. Prior to vesting, holders of PSUs do not have voting rights and are not entitled to receive dividends or dividend equivalents. Dividend equivalents will be credited to holders of PSUs, but will only be paid for the portion of PSUs that vest. PSUs may not be sold, assigned, transferred, pledged or otherwise encumbered until they vest. The Compensation Committee believes that PSUs better align Sothebys variable compensation strategy with its financial performance and the cyclical nature of the art market and further align the interests of Sothebys management with its shareholders. Accordingly, with limited exceptions, beginning in 2010 Sothebys intends to grant future equity awards in the form of PSUs with performance and service conditions, rather than RSUs with service conditions only.
In February 2010, the Compensation Committee approved the issuance of 962,746 PSUs with a fair value of $16.2 million ($16.83 per share) pursuant to the Restricted Stock Unit Plan as outlined below:
|
|
|
|
|
542,743 PSUs with a fair value of $11.7 million related to Sothebys incentive compensation programs. |
|
|
|
|
|
320,500 PSUs with a fair value of $2.3 million to replace certain prior Restricted Stock awards that management determined were unlikely to vest because the underlying company profitability and/or stock price targets were not expected to be achieved. See Modification of Prior Restricted Stock Awards below. |
|
|
|
|
|
99,503 PSUs with a fair value of $2.2 million issued to Mr. Ruprecht in relation to his employment arrangement. See Chief Executive Officer Employment Arrangement below. |
18
Modification of Prior Restricted Stock AwardsIn conjunction with employment arrangements entered into with certain senior executives in the third quarter of 2006, Sothebys granted 427,531 Restricted Stock shares that would vest over three and five-year periods concurrent with the terms of their employment arrangements if certain company profitability or share price targets were achieved as of June 30, 2009 and/or June 30, 2011. Sothebys did not meet either of the profitability or share price targets as of June 30, 2009. As a result, 256,519 of these Restricted Stock shares that were available to vest on June 30, 2009 did not vest. Additionally, the 427,531 Restricted Stock shares that were available to vest on June 30, 2011 were not expected to vest. As a result, on February 9, 2010, the Compensation Committee approved the cancellation of these awards and the simultaneous issuance of 320,500 PSUs with a fair value of $2.3 million. The purpose of these actions is to provide continued motivation and additional years of retention incentives to the senior executives receiving the awards. These PSUs will vest evenly over four years only if Sothebys achieves certain profitability targets. Pursuant to the relevant accounting rules regarding share-based payments, the issuance of the PSUs to replace the cancelled Restricted Stock shares was accounted for as a modification of the cancelled Restricted Stock awards. Accordingly, the compensation expense being amortized related to these PSUs was calculated based on the excess of the fair value of the PSU awards over the fair value of the cancelled Restricted Stock awards as of the date of the simultaneous cancellation and issuance.
Chief Executive Officer Employment ArrangementOn April 1, 2006, in conjunction with his employment arrangement and in an effort to encourage and reward the growth of shareholder value, Sothebys granted William F. Ruprecht, its Chief Executive Officer, a one-time award of 300,000 Restricted Stock shares that would only vest for Mr. Ruprecht over three and five-year periods concurrent with the term of his employment arrangement if certain company profitability or share price targets were achieved as of December 31, 2008 and/or December 31, 2010. The three-year profitability target was achieved on December 31, 2008. Accordingly, 180,000 of these Restricted Stock shares vested on May 9, 2009. Management expects that the five-year profitability target will be met and as such, the remaining unvested 120,000 Restricted Stock shares will vest in 2011.
Also in conjunction with his employment arrangement, beginning in 2007, Mr. Ruprecht is entitled to an annual award under the Restricted Stock Unit Plan, subject to agreed annual minimum ($1.4 million) and maximum ($2.2 million) levels, the value of which is determined at the discretion of the Compensation Committee. In the first quarter of 2010, Mr. Ruprecht requested that he not receive cash incentive compensation in respect to 2009 and that he receive his contractually mandated 2010 RSU award in the form of PSUs. Accordingly, on February 9, 2010, the Compensation Committee, at its discretion, granted 99,503 PSUs to Mr. Ruprecht with a fair value of $2.2 million that will vest over four years only if Sothebys achieves certain profitability targets.
Summary of Restricted Stock, RSUs and PSUsFor the six months ended June 30, 2010, changes in the number of outstanding Restricted Stock, RSUs and PSUs were as follows (shares in thousands):
|
|
|
|
|
|
|
|
|
|
Restricted |
|
Weighted |
|
||
|
|
|
|
|
|
||
Outstanding at January 1, 2010 |
|
|
2,621 |
|
$ |
22.80 |
|
Granted |
|
|
1,001 |
|
$ |
17.03 |
|
Vested |
|
|
(762 |
) |
$ |
25.44 |
|
Canceled |
|
|
(441 |
) |
$ |
26.43 |
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2010 |
|
|
2,419 |
|
$ |
19.02 |
|
|
|
|
|
|
|
|
|
The aggregate fair value of Restricted Stock and RSUs that vested during the six months ended June 30, 2010 and 2009 was $17.8 million and $8.2 million, respectively, based on the closing stock price on the dates the shares vested.
As of June 30, 2010, 1.8 million shares were available for future awards granted pursuant to the Restricted Stock Unit Plan.
Stock OptionsStock options issued pursuant to the Sothebys 1997 Stock Option Plan (the Stock Option Plan) are exercisable into authorized but unissued shares of Common Stock. Stock options generally vest evenly over four years and generally expire ten years after the date of grant.
On February 9, 2010, the Compensation Committee approved a grant of 0.5 million stock options with a grant date fair value of $10.48 per share to five senior executives. These stock options have an exercise price of $22.11 and vest evenly over four years. Prior to this grant, no stock options were issued by Sothebys since 2005. As of June 30, 2010, less than 0.1 million shares of Common Stock were available for the issuance of stock options under the Stock Option Plan.
19
The fair value of a stock option is estimated on the date of grant using the Black-Scholes option valuation model, which utilizes assumptions for:
|
|
|
|
|
Expected life: The expected life is the length of time the stock option is expected to be outstanding and is estimated by using historical data for exercises and forfeitures. The expected life utilized in determining the fair value of the February 2010 stock option grant was 5 years. |
|
|
|
|
|
Risk-free rate of return: The risk-free rate of return is based on the available yield for U.S. Treasury securities with a maturity that approximates the expected life of the stock option. The risk-free rate of return utilized in determining the fair value of the February 2010 stock option grant was 2.26%. |
|
|
|
|
|
Expected volatility: The expected volatility is based on historic stock price volatility for a period approximately equal to the expected life of the stock option. The expected volatility utilized in determining the fair value of the February 2010 stock option grant was 57.28%. |
|
|
|
|
|
Dividend yield: The dividend yield is the expected rate of dividends to be paid throughout the expected life of the stock option. The dividend yield utilized in determining the fair value of the February 2010 stock option grant was 0.9%. |
Changes in the number of stock options outstanding for the six months ended June 30, 2010 were as follows (shares and aggregate intrinsic value in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
Weighted Average |
|
Weighted Average |
|
Aggregate |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Outstanding at January 1, 2010 |
|
|
633 |
|
$ |
16.12 |
|
|
|
|
|
|
|
Granted |
|
|
500 |
|
$ |
22.11 |
|
|
|
|
|
|
|
Expired |
|
|
(6 |
) |
$ |
18.88 |
|
|
|
|
|
|
|
Exercised |
|
|
(294 |
) |
$ |
17.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2010 |
|
|
833 |
|
$ |
19.04 |
|
|
7.5 |
|
$ |
3,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2010 |
|
|
333 |
|
$ |
14.44 |
|
|
4.3 |
|
$ |
2,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value of options exercised during the six months ended June 30, 2010 was $2.0 million. Cash received from stock options that were exercised in the six months ended June 30, 2010 totaled $5.3 million. Sothebys also received $4.1 million in cash in January 2010 for stock options that were exercised in late December 2009. For the six months ended June 30, 2010, the related tax benefit realized from the exercise of stock options totaled $0.6 million. No stock options were exercised during the first half of 2009.
DividendsOn February 26, 2010, Sothebys Board of Directors declared a quarterly dividend on its Common Stock of $0.05 per share (approximately $3.4 million), which was paid on March 16, 2010 to shareholders of record as of March 9, 2010. On May 6, 2010, Sothebys Board of Directors declared a quarterly dividend of $0.05 per share (approximately $3.4 million), which was paid on June 15, 2010 to shareholders of record as of June 1, 2010.
On August 5, 2010, the Companys Board of Directors declared a quarterly dividend of $0.05 per share (approximately $3.4 million) to be paid to shareholders of record as of September 1, 2010 on September 15, 2010. The declaration and payment of future dividends to shareholders is at the discretion of Sothebys Board of Directors and will depend on many factors, including Sothebys financial condition, cash flows, legal requirements and other factors as the Board of Directors deems relevant.
16. Derivative Financial Instruments
Sothebys utilizes forward exchange contracts to hedge cash flow exposures related to foreign currency exchange rate movements, which primarily arise from short-term foreign currency denominated intercompany balances and, to a lesser extent when necessary, foreign currency denominated client payable balances. Such forward exchange contracts are typically short-term with settlement dates less than six months from their inception. Additionally, on rare occasions, Sothebys purchases foreign currency option contracts to hedge foreign currency risks associated with amounts payable to consignors as a result of the sale of property at auction. All derivative financial instruments are entered into by Sothebys global treasury function, which is responsible for monitoring and managing the Companys exposure to foreign currency exchange rate movements.
20
As of June 30, 2010, the notional value of outstanding forward exchange contracts was $31.1 million. Notional values do not quantify risk or represent assets or liabilities of Sothebys, but are used to calculate cash settlements under outstanding forward exchange contracts. Sothebys is exposed to credit-related losses in the event of nonperformance by the two counterparties to its outstanding forward exchange contracts. Sothebys does not expect any of these counterparties to fail to meet their obligations given their high short-term (A1/P1) credit ratings.
As of June 30, 2010 and 2009, the Condensed Consolidated Balance Sheets included liabilities of $0.5 million and $0.7 million, respectively, recorded within Accounts Payable and Accrued Liabilities reflecting the aggregate fair value of Sothebys outstanding derivative instruments on those dates. As of December 31, 2009, the Condensed Consolidated Balance Sheets included an asset of $0.1 million recorded within Prepaid Expenses and Other Current Assets reflecting the aggregate fair value of Sothebys outstanding derivative instruments on that date.
17. Uncertain Tax Positions
As of June 30, 2010, the liability for unrecognized tax benefits, excluding interest and penalties, is $51.4 million, representing an increase of $1.3 million when compared to December 31, 2009. As of June 30, 2009, the liability for unrecognized tax benefits was $45.6 million.
As of June 30, 2010, December 31, 2009 and June 30, 2009, the total amount of unrecognized tax benefits that, if recognized, would favorably affect Sothebys effective tax rate is $31.6 million, $33.5 million and $34.5 million, respectively.
Sothebys believes it is reasonably possible that a decrease of $9.9 million in the balance of unrecognized tax benefits can occur within 12 months of the June 30, 2010 balance sheet date as a result of the expiration of the statute of limitations and an expected settlement of a currently ongoing tax audit.
Sothebys is subject to taxation in the U.S. and various state and foreign jurisdictions. Years still open for audit are, for federal purposes from 1998, and for the following major state and local jurisdictions: New York State from 2004; New York City from 2002; and California from 2002. Sothebys foreign subsidiaries file income tax returns in the countries in which they have operations. Years still open to examination by foreign tax authorities include Hong Kong for 1998 and from 2004, and the United Kingdom from 2005.
Sothebys recognizes interest expense and penalties related to unrecognized tax benefits as a component of income tax expense. Sothebys accrual for such interest and penalties increased by $0.4 million for the six months ended June 30, 2010.
Sothebys policy is to record interest expense related to sales, value added and other taxes as Interest Expense in the Condensed Consolidated Statements of Operations. Penalties related to such taxes are recorded as General and Administrative Expenses in the Condensed Consolidated Statements of Operations. Interest expense and penalties related to income taxes are recorded as a component of Income Tax Expense in the Condensed Consolidated Statements of Operations.
18. Related Party Transactions
During the three and six months ended June 30, 2010, Sothebys recognized aggregate auction commission revenues of $0.4 million and $1.5 million, respectively, related to the purchase of property by related parties, representing less than 1% of total revenues for the second quarter and first half of 2010.
19. Recently Issued Accounting Standards
In June 2009, the Financial Accounting Standards Board (the FASB) issued SFAS No. 166, Accounting for Transfers of Financial Assetsan amendment to SFAS No. 140, which is codified in ASC 860 (Transfers and Servicing). This standard eliminates the concept of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entitys continuing involvement in and exposure to the risks related to transferred financial assets. This standard became effective on January 1, 2010 and has not had an impact on Sothebys consolidated financial statements.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R), which is codified in ASC 810 (Consolidation). This standard changes how companies determine whether an entity that is insufficiently capitalized or is controlled through voting (or similar rights) should be consolidated. This standard became effective on January 1, 2010 and has not had an impact on Sothebys consolidated financial statements.
21
In October 2009, the FASB issued Accounting Standards Update 200913, Multiple-Deliverable Revenue Arrangements, which is codified in ASC 605 (Revenue Recognition). This update addresses the unit of accounting for arrangements involving multiple deliverables and how to allocate arrangement consideration to one or more units of accounting. It eliminates the criteria that objective and reliable evidence of the fair value of any undelivered items must exist for the delivered items to be considered separate units of accounting. This update will be effective prospectively for fiscal years beginning on or after June 15, 2010. Early application of this update, as well as retrospective application, is also permitted. Management is evaluating the potential impact of adopting this standard on Sothebys consolidated financial statements.
22
|
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Seasonality
The worldwide art auction market has two principal selling seasons, which generally occur in the second and fourth quarters of the year. Accordingly, Sothebys auction business is seasonal, with peak revenues and operating income generally occurring in those quarters. Consequently, first and third quarter results have historically reflected a lower volume of auction activity when compared to the second and fourth quarters and, typically, a net loss due to the fixed nature of many of Sothebys operating expenses. (See Note 2 of Notes to Condensed Consolidated Financial Statements.)
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009
This discussion should be read in conjunction with Note 4 (Segment Reporting) of Notes to Condensed Consolidated Financial Statements.
Use of Non-GAAP Financial Measures
GAAP refers to generally accepted accounting principles in the United States of America. Included in Managements Discussion and Analysis of Financial Condition and Results of Operations (or MD&A) are financial measures presented in accordance with GAAP and also on a non-GAAP basis.
EBITDA, as presented in MD&A under Key Performance Indicators is a supplemental measure of our performance that is not required by or presented in accordance with GAAP. EBITDA is not a measure of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.
We define EBITDA as net income (loss), excluding income tax expense (benefit), net interest expense and depreciation and amortization expense. We caution users of our financial statements that amounts presented in accordance with our definition of EBITDA may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate EBITDA in the same manner. We believe that EBITDA provides an important supplemental measure of our performance and that it is a measure frequently used by securities analysts, investors and other interested parties in the evaluation of Sothebys. We also utilize EBITDA in analyzing our performance and in the determination of annual incentive compensation. A reconciliation of EBITDA to net income (loss) derived in accordance with GAAP is presented below in Reconciliation of Non-GAAP Financial Measures.
Overview
Sothebys net income for the three and six months ended June 30, 2010 was $86.2 million and $84.1 million, respectively, as compared to net income of $12.2 million and a net loss of ($22.3) million, respectively, for the comparable periods in 2009. The substantial improvement in our current period results is primarily due to higher auction commission revenues resulting from a significant increase in Net Auction Sales attributable to a recovery of the global art market which has continued through the first half of 2010. The increase in auction commission revenues is partially offset by a higher level of accrued incentive compensation costs due to the substantial improvement in current period results, as well as an increase in direct costs of services that is consistent with the level and composition of our auction offerings during the periods.
A more detailed discussion of the significant factors impacting our results for the three and six months ended June 30, 2010 is provided below.
Outlook
In the fourth quarter of 2008, the global art market began a significant decline that continued well into 2009, resulting in sales levels significantly lower than those experienced in the three years prior. However, in the fourth quarter of 2009, the global art market began a recovery that has continued into the second quarter of 2010 with sales results to-date significantly higher than the prior year. In the second half of 2010, we expect individual artworks to sell for very strong prices, but would be surprised to replicate the extraordinary sales growth achieved in the first half of 2010, when the recovery of the global art market accelerated. Nonetheless, we are encouraged by the current strength of the global art market and by the level and quality of our consignments for the remainder of 2010, which have largely been secured without the use of auction guarantees. (See statement on Forward Looking Statements.)
23
Results of Operations for the Three and Six Months Ended June 30, 2010 and 2009
The table below presents a summary of our results of operations for the three and six months ended June 30, 2010 and 2009, as well as a comparison between the two periods (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Three Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction and related revenues |
|
$ |
269,801 |
|
$ |
151,007 |
|
$ |
118,794 |
|
|
78.7 |
% |
Finance revenues |
|
|
2,023 |
|
|
2,245 |
|
|
(222 |
) |
|
(9.9 |
%) |
Dealer revenues |
|
|
8,337 |
|
|
13,055 |
|
|
(4,718 |
) |
|
(36.1 |
%) |
License fee revenues |
|
|
1,129 |
|
|
770 |
|
|
359 |
|
|
46.6 |
% |
Other revenues |
|
|
120 |
|
|
244 |
|
|
(124 |
) |
|
(50.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
281,410 |
|
|
167,321 |
|
|
114,089 |
|
|
68.2 |
% |
Expenses** |
|
|
141,694 |
|
|
119,021 |
|
|
(22,673 |
) |
|
(19.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
139,716 |
|
|
48,300 |
|
|
91,416 |
|
|
|
* |
Net interest expense |
|
|
(11,332 |
) |
|
(9,880 |
) |
|
(1,452 |
) |
|
(14.7 |
%) |
Write-off of credit facility amendment fees |
|
|
|
|
|
(1,261 |
) |
|
1,261 |
|
|
100.0 |
% |
Other expense |
|
|
(933 |
) |
|
(1,446 |
) |
|
513 |
|
|
35.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
127,451 |
|
|
35,713 |
|
|
91,738 |
|
|
|
* |
Equity in earnings of investees, net of taxes |
|
|
36 |
|
|
242 |
|
|
(206 |
) |
|
(85.1 |
%) |
Income tax expense |
|
|
41,248 |
|
|
23,774 |
|
|
(17,474 |
) |
|
(73.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
86,239 |
|
$ |
12,181 |
|
$ |
74,058 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key performance indicators: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Auction Sales (a) |
|
$ |
1,588,882 |
|
$ |
757,806 |
|
$ |
831,076 |
|
|
|
* |
Net Auction Sales (b) |
|
$ |
1,349,247 |
|
$ |
633,542 |
|
$ |
715,705 |
|
|
|
* |
Private Sales (c) |
|
$ |
109,113 |
|
$ |
133,637 |
|
$ |
(24,524 |
) |
|
(18.4 |
%) |
Consolidated Sales (d) |
|
$ |
1,706,332 |
|
$ |
904,498 |
|
$ |
801,834 |
|
|
88.6 |
% |
Auction commission margin (e) |
|
|
18.7 |
% |
|
21.3 |
% |
|
N/A |
|
|
(12.2 |
%) |
Average loan portfolio (f) |
|
$ |
188,702 |
|
$ |
153,664 |
|
$ |
35,038 |
|
|
22.8 |
% |
EBITDA (g) |
|
$ |
142,919 |
|
$ |
51,043 |
|
$ |
91,876 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Six Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction and related revenues |
|
$ |
365,428 |
|
$ |
196,985 |
|
$ |
168,443 |
|
|
85.5 |
% |
Finance revenues |
|
|
4,636 |
|
|
4,664 |
|
|
(28 |
) |
|
(0.6 |
%) |
Dealer revenues |
|
|
10,857 |
|
|
17,801 |
|
|
(6,944 |
) |
|
(39.0 |
%) |
License fee revenues |
|
|
1,834 |
|
|
1,549 |
|
|
285 |
|
|
18.4 |
% |
Other revenues |
|
|
534 |
|
|
750 |
|
|
(216 |
) |
|
(28.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
383,289 |
|
|
221,749 |
|
|
161,540 |
|
|
72.8 |
% |
Expenses ** |
|
|
235,669 |
|
|
229,240 |
|
|
(6,429 |
) |
|
(2.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
147,620 |
|
|
(7,491 |
) |
|
155,111 |
|
|
N/A |
|
Net interest expense |
|
|
(22,598 |
) |
|
(19,434 |
) |
|
(3,164 |
) |
|
(16.3 |
%) |
Extinguishment of debt |
|
|
|
|
|
1,039 |
|
|
(1,039 |
) |
|
(100.0 |
%) |
Write-off of credit facility amendment fees |
|
|
|
|
|
(1,261 |
) |
|
1,261 |
|
|
100.0 |
% |
Other expense |
|
|
(872 |
) |
|
(3,833 |
) |
|
2,961 |
|
|
77.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes |
|
|
124,150 |
|
|
(30,980 |
) |
|
155,130 |
|
|
N/A |
|
Equity in earnings of investees, net of taxes |
|
|
244 |
|
|
91 |
|
|
153 |
|
|
|
* |
Income tax expense (benefit) |
|
|
40,332 |
|
|
(8,578 |
) |
|
(48,910 |
) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
84,062 |
|
$ |
(22,311 |
) |
$ |
106,373 |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key performance indicators: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Auction Sales (a) |
|
$ |
2,154,184 |
|
$ |
994,751 |
|
$ |
1,159,433 |
|
|
|
* |
Net Auction Sales (b) |
|
$ |
1,834,559 |
|
$ |
833,197 |
|
$ |
1,001,362 |
|
|
|
* |
Private Sales (c) |
|
$ |
209,892 |
|
$ |
198,443 |
|
$ |
11,449 |
|
|
5.8 |
% |
Consolidated Sales (d) |
|
$ |
2,374,933 |
|
$ |
1,210,995 |
|
$ |
1,163,938 |
|
|
96.1 |
% |
Auction commission margin (e) |
|
|
18.3 |
% |
|
20.8 |
% |
|
N/A |
|
|
(12.0 |
%) |
Average loan portfolio (f) |
|
$ |
164,295 |
|
$ |
155,701 |
|
$ |
8,594 |
|
|
5.5 |
% |
EBITDA (g) |
|
$ |
155,576 |
|
$ |
(947 |
) |
$ |
156,523 |
|
|
N/A |
|
24
|
|
Legend: |
|
|
|
* |
Represents a change in excess of 100%. |
|
|
** |
Expenses for the three and six months ended June 30, 2009 include net restructuring charges of $4.8 million and $10.5 million, respectively. |
|
|
(a) |
Represents the hammer (sale) price of property sold at auction plus buyers premium. |
|
|
(b) |
Represents the hammer (sale) price of property sold at auction. |
|
|
(c) |
Represents the total purchase price of property sold in private sales brokered by Sothebys. |
|
|
(d) |
Represents the sum of Aggregate Auction Sales, Private Sales and Dealer revenues. |
|
|
(e) |
Represents total auction commission revenues as a percentage of Net Auction Sales. |
|
|
(f) |
Represents the average loan portfolio of Sothebys Finance segment. |
|
|
(g) |
See Use of Non-GAAP Financial Measures above and Reconciliation of Non-GAAP Financial Measures below. |
Impact of Changes in Foreign Currency Exchange Rates
For the three and six months ended June 30, 2010, changes in foreign currency exchange rates had a net unfavorable impact of approximately $4.7 million and $3.2 million, respectively, on our results. The components of the impact of changes in foreign currency exchange rates are as follows (in thousands of dollars):
|
|
|
|
|
Three Months Ended June 30, 2010 |
|
Favorable / |
|
|
|
|
|
|
|
Total revenues |
|
$ |
(8,091 |
) |
Total expenses |
|
|
2,946 |
|
|
|
|
|
|
Operating income |
|
|
(5,145 |
) |
Net interest expense and other |
|
|
445 |
|
|
|
|
|
|
Impact of changes in foreign currency exchange rates |
|
$ |
(4,700 |
) |
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2010 |
|
Favorable / |
|
|
|
|
|
|
|
Total revenues |
|
$ |
(3,571 |
) |
Total expenses |
|
|
2 |
|
|
|
|
|
|
Operating income |
|
|
(3,569 |
) |
Net interest expense and other |
|
|
345 |
|
|
|
|
|
|
Impact of changes in foreign currency exchange rates |
|
$ |
(3,224 |
) |
|
|
|
|
|
25
Revenues
For the three and six months ended June 30, 2010 and 2009, revenues consisted of the following (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Three Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Auction and related revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction commission revenues |
|
$ |
252,705 |
|
$ |
135,200 |
|
$ |
117,505 |
|
|
86.9 |
% |
Auction expense recoveries |
|
|
4,007 |
|
|
3,068 |
|
|
939 |
|
|
30.6 |
% |
Private sale commissions |
|
|
10,832 |
|
|
9,966 |
|
|
866 |
|
|
8.7 |
% |
Principal activities |
|
|
(795 |
) |
|
(209 |
) |
|
(586 |
) |
|
|
* |
Catalogue subscription revenues |
|
|
1,217 |
|
|
1,309 |
|
|
(92 |
) |
|
(7.0 |
%) |
Other |
|
|
1,835 |
|
|
1,673 |
|
|
162 |
|
|
9.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total auction and related revenues |
|
|
269,801 |
|
|
151,007 |
|
|
118,794 |
|
|
78.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance revenues |
|
|
2,023 |
|
|
2,245 |
|
|
(222 |
) |
|
(9.9 |
%) |
Dealer revenues |
|
|
8,337 |
|
|
13,055 |
|
|
(4,718 |
) |
|
(36.1 |
%) |
License fee revenues |
|
|
1,129 |
|
|
770 |
|
|
359 |
|
|
46.6 |
% |
Other |
|
|
120 |
|
|
244 |
|
|
(124 |
) |
|
(50.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other revenues |
|
|
11,609 |
|
|
16,314 |
|
|
(4,705 |
) |
|
(28.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
281,410 |
|
$ |
167,321 |
|
$ |
114,089 |
|
|
68.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Six Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Auction and related revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction commission revenues |
|
$ |
336,159 |
|
$ |
173,622 |
|
$ |
162,537 |
|
|
93.6 |
% |
Auction expense recoveries |
|
|
4,844 |
|
|
3,944 |
|
|
900 |
|
|
22.8 |
% |
Private sale commissions |
|
|
19,356 |
|
|
14,733 |
|
|
4,623 |
|
|
31.4 |
% |
Principal activities |
|
|
(1,176 |
) |
|
(1,059 |
) |
|
(117 |
) |
|
(11.0 |
%) |
Catalogue subscription revenues |
|
|
2,288 |
|
|
2,582 |
|
|
(294 |
) |
|
(11.4 |
%) |
Other |
|
|
3,957 |
|
|
3,163 |
|
|
794 |
|
|
25.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total auction and related revenues |
|
|
365,428 |
|
|
196,985 |
|
|
168,443 |
|
|
85.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance revenues |
|
|
4,636 |
|
|
4,664 |
|
|
(28 |
) |
|
(0.6 |
%) |
Dealer revenues |
|
|
10,857 |
|
|
17,801 |
|
|
(6,944 |
) |
|
(39.0 |
%) |
License fee revenues |
|
|
1,834 |
|
|
1,549 |
|
|
285 |
|
|
18.4 |
% |
Other |
|
|
534 |
|
|
750 |
|
|
(216 |
) |
|
(28.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other revenues |
|
|
17,861 |
|
|
24,764 |
|
|
(6,903 |
) |
|
(27.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
383,289 |
|
$ |
221,749 |
|
$ |
161,540 |
|
|
72.8 |
% |
|
|
|
|
|
|
* Represents a change in excess of 100%.
Auction and Related Revenues
For the three and six months ended June 30, 2010, auction and related revenues improved $118.8 million, or 79%, and $168.4 million, or 86%, when compared to the same periods in the prior year almost entirely due to an increase in auction commission revenues. See the discussion below for a more detailed explanation of this and the other significant factors contributing to the improvement in auction and related revenues.
Auction Commission RevenuesIn our role as auctioneer, we represent sellers of artworks by accepting property on consignment and matching sellers to buyers through the auction process. We invoice the buyer for the purchase price of the property (including the commission owed by the buyer), collect payment from the buyer and remit to the seller the net sale proceeds after deducting our commissions, expenses and applicable taxes and royalties. Our commissions include those paid by the buyer (buyers premium) and those paid by the seller (sellers commission) (collectively, auction commission revenue), both of which are calculated as a percentage of Net Auction Sales.
For the three and six months ended June 30, 2010, auction commission revenues increased $117.5 million, or 87%, and $162.5 million, or 94%, respectively, due to a substantial improvement in Net Auction Sales, partially offset by a decline in auction commission margin.
See Net Auction Sales and Auction Commission Margin below for a more detailed discussion of these key performance indicators.
26
Net Auction Sales For the three and six months ended June 30, 2010, Net Auction Sales increased $715.7 million, or 113%, and $1 billion, or 120%, respectively, when compared to the same periods in the prior year. These increases are primarily attributable to the following factors:
|
|
|
|
|
Second quarter and year-to-date increases of $428 million, or 154%, and $684 million, or 188%, respectively, in combined sales of Impressionist and Contemporary Art. In these sales, more works of art were offered and higher prices were achieved than in the prior periods. Included in the year-to-date results is the sale of Alberto Giacomettis L Homme qui Marche l, which sold for $93.1 million ($104.3 million, including buyers premium), for which there was no comparably priced work sold in the prior year. |
|
|
|
|
|
A $92 million, or 187%, increase in sales of Asian Art conducted in Hong Kong in the second quarter, primarily attributable to an increase in the volume of property sold and higher average selling prices achieved in the current period. |
|
|
|
|
|
A $69 million increase in second quarter (+127%) and year-to-date (+115%) sales of jewelry, which included record results from the sale of Western Jewelry in Hong Kong ($38 million, representing an increase of $26 million from the prior year), as well as substantial improvements in recurring sales in New York and Switzerland resulting from an increase in the number of items sold and higher average selling prices. |
|
|
|
|
|
Second quarter and year-to-date increases of $27 million and $39 million, respectively, in single-owner sales conducted in North America and Europe, as current period results include the sales of The Collection of Patricia Kluge, Photographs from the Polaroid Collection and the British American Tobacco Artventure Collection, for which there were fewer comparable sales in the prior periods. |
|
|
|
|
|
Various smaller increases in other recurring second quarter sales, most notably in the American Paintings sale (+$16 million), the Antiquities sale held in New York (+$13 million) and the London Arts of Islamic sale (+$12 million). |
Auction Commission MarginAuction commission margin represents total auction commission revenues as a percentage of Net Auction Sales. Typically, auction commission margins are higher for lower value works of art or collections, while higher valued property earns lower margins. For example, in salesrooms in the U.S., the buyers premium rate structure is 25% on the first $50,000 of hammer (sale) price; 20% on the portion of hammer price above $50,000 up to and including $1 million; and 12% on any remaining amount above $1 million.
Auction commission margins may also be adversely impacted by the use of auction guarantees. In situations when the guaranteed property sells for less than the minimum guaranteed price, all or a portion of the auction commissions earned are used to reduce our principal loss on the transaction.
In certain situations, auction commission margins are adversely impacted by arrangements whereby our auction commission is shared with a consignor or with a partner in an auction guarantee. In such situations, in an effort to reduce our financial exposure under an auction guarantee, we may: (a) share our auction commission with a consignor in order to secure a high value consignment without issuing an auction guarantee or (b) enter into a risk and reward sharing arrangement with an unaffiliated counterparty whereby we reduce our financial exposure under the auction guarantee in exchange for sharing our auction commission. Additionally, we may also share our auction commission with a consignor as part of an auction guarantee, typically in exchange for a portion of the hammer (sale) price in excess of a negotiated amount.
In response to the uncertain economic environment and the downturn in the international art market that was evident for most of 2009, we substantially reduced our use of auction guarantees in 2009 when compared to the three years prior. We have continued to limit our use of auction guarantees in 2010, and we have been able to secure a significantly higher level of high-value consignments when compared to the prior year. Going forward, we expect to remain prudent in our use of auction guarantees and enter into risk and reward sharing arrangements, when appropriate, to reduce our financial exposure under any such guarantees. (See statement on Forward Looking Statements.)
27
For the three and six months ended June 30, 2010, auction commission margin decreased 12.2% (from 21.3% to 18.7%) and 12% (from 20.8% to 18.3%), respectively, when compared to the same periods in the prior year. These decreases are almost entirely attributable to a lower average buyers premium rate achieved in the current periods due to a change in sales mix, as a significantly higher portion of Net Auction Sales were at the high-end of our business. Specifically, for the three and six months ended June 30, 2010, there were increases of 132% and 137%, respectively, in the number of lots sold over $1 million, the price point at which the buyers premium rate decreases from 20% to 12%. Below is a table providing a comparison of the volume and value of lots sold over $1 million when compared to the prior periods (in thousands of dollars, except for lot volume):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
||||||
|
|
|
|
|
|
|
|
||||||
Three Months Ended June 30 |
|
2010 |
|
2009 |
|
Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Lots with a hammer price of greater than $1 million |
|
|
211 |
|
|
91 |
|
|
120 |
|
|
132 |
% |
Total hammer price |
|
$ |
725,712 |
|
$ |
219,272 |
|
$ |
506,440 |
|
|
231 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Six Months Ended June 30 |
|
2010 |
|
2009 |
|
Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Lots with a hammer price of greater than $1 million |
|
|
273 |
|
|
115 |
|
|
158 |
|
|
137 |
% |
Total hammer price |
|
$ |
1,031,631 |
|
$ |
307,578 |
|
$ |
724,053 |
|
|
235 |
% |
Private Sale CommissionsThe amount of private sale commissions earned by Sothebys can vary significantly from period to period. For the three and six months ended June 30, 2010, private sale commissions increased $0.9 million, or 9%, and $4.6 million, or 31%, respectively, when compared to the same periods in the prior year. These increases are primarily attributable to improved commission margins on private sales and were achieved despite a lower level of private sales conducted in the second quarter of 2010 and only a 6% increase in private sale levels during the first six months of 2010. Private sales remain a strategic focus of Sothebys.
Finance Revenues
For the three and six months ended June 30, 2010, Finance revenues decreased minimally when compared to the same periods in the prior year. The comparison of Finance revenues to the prior periods is largely impacted by the following factors:
|
|
|
|
|
Lower average balances of interest-bearing loans in the current periods. In 2010, the Finance segment loan portfolio included a higher proportion of short-term, interest-free advances to consignors (with maturities typically ranging between 3 and 6 months), which were issued in order to secure high-value property for auctions. (See Note 5 of Notes to Condensed Consolidated Financial Statements.) |
|
|
|
|
|
$0.7 million of interest income recognized in the first quarter of 2010 related to a loan that was previously considered to be uncollectible, for which there was no comparable event in the prior period. |
|
|
|
|
(Note: For the purposes of Managements Discussion and Analysis, Finance revenues are presented on a consolidated basis and do not include intercompany revenues earned by the Finance segment from Sothebys Auction segment, which are eliminated in consolidation. See Note 4 of Notes to Condensed Consolidated Financial Statements.) |
28
Dealer Revenues and Cost of Sales
Dealer revenues consist of revenues earned from the sale of property held by Noortman Master Paintings and objects purchased for investment purposes. To a lesser extent, Dealer revenues also include commissions earned by Noortman Master Paintings through the brokering of private art sales. Dealer cost of sales includes the net book value of Dealer inventory sold during the period and any writedowns to the carrying value of Dealer inventory. The table below summarizes Dealer revenues, cost of sales and gross profit (loss) for the three and six months ended June 30, 2010 and 2009 (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Three Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
Dealer revenues |
|
$ |
8,337 |
|
$ |
13,055 |
|
$ |
(4,718 |
) |
|
(36.1 |
%) |
|
Dealer cost of sales |
|
|
(6,527 |
) |
|
(11,840 |
) |
|
5,313 |
|
|
44.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer gross profit |
|
$ |
1,810 |
|
$ |
1,215 |
|
$ |
595 |
|
|
49.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Six Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
Dealer revenues |
|
$ |
10,857 |
|
$ |
17,801 |
|
$ |
(6,944 |
) |
|
(39.0 |
%) |
|
Dealer cost of sales |
|
|
(8,315 |
) |
|
(20,506 |
) |
|
12,191 |
|
|
59.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer gross profit (loss) |
|
$ |
2,542 |
|
$ |
(2,705 |
) |
$ |
5,247 |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The improvement in Dealer segment results for the three and six months ended June 30, 2010 is primarily attributable to $1.3 million in commissions earned in the second quarter of 2010 from the brokering of private art sales and a significantly lower level of inventory writedowns in the first half of 2010. For the six months ended June 30, 2010 and 2009, Dealer inventory writedowns totaled $0.6 million and $4.1 million, respectively. The improvement in Dealer segment results is partially offset by a lower level of sales of investment property in the current periods.
Expenses
For the three and six months ended June 30, 2010 and 2009, expenses consisted of the following (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable /(Unfavorable) |
|
||||||
|
|
|
|
|
|
|
|
||||||
Three Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Direct costs of services |
|
$ |
21,159 |
|
$ |
14,509 |
|
$ |
(6,650 |
) |
|
(45.8 |
%) |
Dealer cost of sales |
|
|
6,527 |
|
|
11,840 |
|
|
5,313 |
|
|
44.9 |
% |
Marketing expenses |
|
|
3,251 |
|
|
3,054 |
|
|
(197 |
) |
|
(6.5 |
%) |
Salaries and related costs |
|
|
74,321 |
|
|
49,356 |
|
|
(24,965 |
) |
|
(50.6 |
%) |
General and administrative expenses |
|
|
32,376 |
|
|
30,372 |
|
|
(2,004 |
) |
|
(6.6 |
%) |
Depreciation and amortization expense |
|
|
4,081 |
|
|
5,087 |
|
|
1,006 |
|
|
19.8 |
% |
Restructuring charges (net) |
|
|
(21 |
) |
|
4,803 |
|
|
4,824 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
$ |
141,694 |
|
$ |
119,021 |
|
$ |
(22,673 |
) |
|
(19.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable /(Unfavorable) |
|
||||||
|
|
|
|
|
|
|
|
||||||
Six Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Direct costs of services |
|
$ |
28,030 |
|
$ |
23,669 |
|
$ |
(4,361 |
) |
|
(18.4 |
%) |
Dealer cost of sales |
|
|
8,315 |
|
|
20,506 |
|
|
12,191 |
|
|
59.5 |
% |
Marketing expenses |
|
|
6,216 |
|
|
5,967 |
|
|
(249 |
) |
|
(4.2 |
%) |
Salaries and related costs |
|
|
120,939 |
|
|
97,316 |
|
|
(23,623 |
) |
|
(24.3 |
%) |
General and administrative expenses |
|
|
63,619 |
|
|
60,804 |
|
|
(2,815 |
) |
|
(4.6 |
%) |
Depreciation and amortization expense |
|
|
8,452 |
|
|
10,459 |
|
|
2,007 |
|
|
19.2 |
% |
Restructuring charges (net) |
|
|
98 |
|
|
10,519 |
|
|
10,421 |
|
|
99.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
$ |
235,669 |
|
$ |
229,240 |
|
$ |
(6,429 |
) |
|
(2.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Represents a change in excess of 100% |
29
Direct Costs of Services
Direct costs of services consists largely of sale specific marketing costs such as auction catalogue production and distribution expenses, sale advertising and promotion expenses, and traveling exhibition costs. Also included in direct costs of services are sale-related shipping expenses. The level of direct costs incurred in any period is generally dependent upon the volume and composition of our auction offerings. For example, direct costs attributable to single-owner or other high-value collections are typically higher than those associated with standard various-owner sales, mainly due to higher promotional costs for catalogues, special events and traveling exhibitions, as well as higher shipping expenses.
For the three and six months ended June 30, 2010, direct costs of services increased $6.7 million, or 46%, and $4.4 million, or 18%, respectively, when compared to the same periods in the prior year. These increases are consistent with the level and composition of our auction offerings in the current periods, and are due in part to the following factors:
|
|
|
|
|
A $1.9 million increase in costs incurred in the second quarter to promote the substantially higher level of single-owner sales, as discussed under Net Sales above. |
|
|
|
|
|
Increases of $1.4 million and $1.2 million, respectively, in traveling exhibition costs, primarily due to traveling exhibitions for property offered in our second quarter Impressionist Art and Contemporary Art sales. |
|
|
|
|
|
Unfavorable experience in property loss and damage claims, with a year-to-date increase versus the prior year of $1.5 million. |
The overall increase in direct costs of services for the six months ended June 30, 2010, was partially offset by the impact of $3 million of costs incurred to promote and conduct our first ever auctions in Doha, Qatar in March 2009, for which there were no comparable sale events or related costs in the first six months of 2010.
Salaries and Related Costs
For the three and six months ended June 30, 2010 and 2009, salaries and related costs consisted of the following (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
||||||
|
|
|
|
|
|
|
|
||||||
Three Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Full-time salaries |
|
$ |
27,692 |
|
$ |
29,718 |
|
$ |
2,026 |
|
|
6.8 |
% |
Employee benefits |
|
|
2,910 |
|
|
5,358 |
|
|
2,448 |
|
|
45.7 |
% |
Payroll taxes |
|
|
5,552 |
|
|
3,503 |
|
|
(2,049 |
) |
|
(58.5 |
%) |
Incentive compensation expense |
|
|
28,908 |
|
|
2,178 |
|
|
(26,730 |
) |
|
* |
|
Share-based payments |
|
|
4,786 |
|
|
5,529 |
|
|
743 |
|
|
13.4 |
% |
Other |
|
|
4,473 |
|
|
3,070 |
|
|
(1,403 |
) |
|
(45.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total salaries and related costs |
|
$ |
74,321 |
|
$ |
49,356 |
|
($ |
24,965 |
) |
|
(50.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Six Months Ended June 30 |
|
2010 |
|
2009 |
|
$ Change |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Full-time salaries |
|
$ |
55,750 |
|
$ |
60,502 |
|
$ |
4,752 |
|
|
7.9 |
% |
Employee benefits |
|
|
6,690 |
|
|
7,775 |
|
|
1,085 |
|
|
14.0 |
% |
Payroll taxes |
|
|
9,753 |
|
|
7,510 |
|
|
(2,243 |
) |
|
(29.9 |
%) |
Incentive compensation expense |
|
|
31,024 |
|
|
3,756 |
|
|
(27,268 |
) |
|
* |
|
Share-based payments |
|
|
10,636 |
|
|
12,066 |
|
|
1,430 |
|
|
11.9 |
% |
Other |
|
|
7,086 |
|
|
5,707 |
|
|
(1,379 |
) |
|
(24.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total salaries and related costs |
|
$ |
120,939 |
|
$ |
97,316 |
|
($ |
23,623 |
) |
|
(24.3 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Key Performance Indicator: | |||||||||||||
Salaries
and related costs |
31.5 | % | 43.9 | % | N/A | 28.2 | % |
|
|
|
|
Legend: |
|
|
||
|
* |
Represents a change in excess of 100% |
For the three and six months ended June 30, 2010, salaries and related costs increased $25 million, or 51%, and $23.6 million, or 24%, respectively, when compared to the same periods in the prior year almost entirely due to a higher level of accrued incentive compensation costs. See below for a detailed discussion of this and the other significant factors contributing to the overall increase in salaries and related costs.
30
Incentive CompensationIncentive compensation consists of expense related to Sothebys incentive compensation programs. The amount of incentive compensation expense recorded in a period is largely dependent upon the level of Sothebys profitability and is ultimately paid at the discretion of the Compensation Committee of the Board of Directors only after assessing Sothebys full year financial results. In addition, incentive compensation includes amounts awarded to employees specifically for the brokering of private sale transactions. For the three and six months ended June 30, 2010, the substantial increase in accrued incentive compensation is due to the significant improvement in Sothebys profitability during the first half of 2010 when compared to the first half of 2009.
Payroll TaxesFor the three and six months ended June 30, 2010, payroll taxes increased $2 million, or 59%, and $2.2 million, or 30%, respectively, primarily as a result of significantly higher accrued incentive compensation in 2010, partially offset by the impact of headcount reductions resulting from the restructuring plans implemented throughout 2009 (see Restructuring Plans and Related Charges below).
Other CompensationOther compensation includes expense related to the cost of temporary labor and overtime, as well as expense related to certain employment arrangements. The comparison of other compensation to the prior year is significantly influenced by a non-refundable cash payment made in connection with an employment arrangement that was entered into in the second quarter of 2010, for which there was no comparable event in the prior year.
Full-Time SalariesFor the three and six months ended June 30, 2010, full-time salaries decreased $2 million, or 7%, and $4.8 million, or 8%, respectively, primarily due to the impact of headcount reductions resulting from the restructuring plans implemented throughout 2009 (see Restructuring Plans and Related Charges below).
Employee BenefitsEmployee benefits include the cost of our retirement plans and health and welfare programs, as well as employee severance costs (excluding severance costs related to the restructuring plans discussed below). Our material retirement plans include defined benefit and defined contribution pension plans for employees in the United Kingdom (U.K.) and defined contribution and deferred compensation plans for U.S. employees.
Generally, the amount of employee benefit costs recognized in a period is dependent upon headcount and overall compensation levels, as well as Sothebys financial performance. Additionally, the level of expense related to Sothebys defined benefit pension plan in the U.K. (the U.K. Pension Plan) is significantly influenced by interest rates, investment performance in the debt and equity markets and actuarial assumptions. Also, the expense recorded for Sothebys Deferred Compensation Plan (the DCP) is dependent upon changes in the fair value of the DCP liability during a period, which result from gains and losses in deemed participant investments. Gains in deemed participant investments increase the DCP liability and, therefore, increase our employee benefit costs. Losses in deemed participant investments decrease the DCP liability and, therefore, decrease our employee benefit costs.
For the three and six months ended June 30, 2010, employee benefit costs decreased $2.4 million, or 46%, and $1.1 million, or 14%, respectively. These decreases are largely due to a substantial decline in the performance of deemed participant investments related to the DCP, which reduced our employee benefits costs during the current quarterly and year-to-date periods by $3.5 million and $1.7 million, respectively. On a consolidated basis, these cost reductions related to the DCP liability are effectively offset by gains and losses on the trust assets related to the DCP liability, which are reflected within other income (expense).
Also contributing to the decrease in employee benefit costs for the three and six months ended June 30, 2010 are the following factors:
|
|
|
|
|
Increases of $0.4 million and $0.7 million, respectively, in the net pension credit related to the U.K. Pension Plan. These increases are attributable to differences in the market-based assumptions used to determine the net pension credit between the periods. On a full-year basis, the net pension credit related to the U.K. Pension Plan is expected to increase by approximately $1.3 million in 2010 when compared to the prior year. (See statement on Forward Looking Statements.) |
|
|
|
|
|
The impact of our restructuring-related headcount reductions implemented throughout 2009 (see Restructuring Plans and Related Charges below). |
The overall decrease in employee benefit costs for the three and six months ended June 30, 2010 is partially offset by an increase in costs related to Sothebys U.S. retirement plans primarily as a result of the substantial improvement in Sothebys financial performance during the period. Current period employee benefits include accruals for expected profit-sharing contributions to our U.S. retirement plans, as well as accruals related to incentive compensation, for which there were no similar costs accrued in the prior period. The impact of these higher costs was partially offset by a decrease in the rate of contributions to our U.S. retirement plans as a result of a May 2009 amendment to the Sothebys, Inc. Retirement Savings Plan, which reduced matching contributions by 50%.
31
Share-Based CompensationShare-based compensation consists of the amortization of expense for awards of restricted stock, restricted stock units, performance share units and stock options. Such equity-based awards are granted annually each February and the value of the awards is generally dependent upon Sothebys financial results for the year prior to the grant date. (See Note 15 of Notes to Condensed Consolidated Financial Statements for more detailed information on our share-based compensation programs.)
For the three and six months ended June 30, 2010, share-based compensation decreased $0.7 million, or 13%, and $1.4 million, or 12%, respectively, principally due to lower amortization of expense related to prior years equity awards, partially offset by second quarter and year-to-date expense of $0.7 million and $1.1 million, respectively, related to stock options granted to certain senior level executives in February 2010. Prior to this grant, no stock options had been awarded by Sothebys since 2005.
General and Administrative Expenses
For the three and six months ended June 30, 2010, general and administrative expenses increased $2 million, or 7%, and $2.8 million, or 5%, when compared to the same periods in the prior year. These increases are primarily attributable to the following factors:
|
|
|
|
|
Increases of $2.3 million, or 67%, and $3.6 million, or 48%, respectively, in travel and entertainment expenses in response to a higher level of consignment opportunities through the first six months of 2010. |
|
|
|
|
|
Increases of $1.9 million and $4.1 million, respectively, in bad debt expense, primarily due to bad debt recoveries occurring through the first half of 2009 that were not repeated in the current period, as well as a $1 million charge recorded in the first quarter of 2010 related to an overdue auction receivable balance. |
|
|
|
|
|
Increases of $1 million and $1.3 million, respectively, in various other general and administrative expense categories. |
For the three and six months ended June 30, 2010, the increases in general and administrative expenses discussed above are partially offset by decreases of $1.3 million and $2.9 million, in facility related costs attributable to lower rent and building maintenance expenses in the U.K., as prior period results include rent expense for our former middle-market salesroom in London, which was vacated in June 2009. Also partially offsetting the increases in general and administrative expenses is a second quarter and year-to-date decrease of $2 million in authenticity claims, goodwill gestures and other litigation-related matters, as well as a year-to-date decrease of $1 million in professional fees, primarily due to lower costs associated with our previously outsourced tax compliance function.
Our existing lease for warehouse space in London expires in the first quarter of 2011. As a result, in April 2010, we signed a lease for a new London warehouse, which we expect to occupy in the first quarter of 2011 after we complete the build-out of the facility. Rent expense related to this new warehouse is expected to be $0.5 million in 2010, which will be in addition to the rent expense related to our existing London warehouse, which we will continue to use until the lease expiration date in the first quarter of 2011. (See statement on Forward Looking Statements.)
Depreciation and Amortization Expense
For the three and six months ended June 30, 2010, depreciation and amortization expense decreased $1 million, or 20%, and $2 million, or 19%, respectively, when compared to the same periods in the prior year. These decreases are primarily attributable to a lower level of recurring capital spending in 2009 than in prior years, as well as certain assets becoming fully depreciated in 2009.
Restructuring Plans and Related Charges
For the three and six months ended June 30, 2009, we recorded net Restructuring Charges of $4.8 million and $10.5 million, respectively. For the three and six months ended June 30, 2010, we recorded net Restructuring Charges of under $100,000 in each period. See below for a brief description of our restructuring plans.
2008 Restructuring PlanDue to a downturn in the international art market, on December 1, 2008 and February 26, 2009, Sothebys Board of Directors approved restructuring actions impacting the Auction segment, as well as certain corporate departments. These restructuring actions (collectively, the 2008 Restructuring Plan) were the result of a strategic review of our operations conducted by management between November 2008 and February 2009. The 2008 Restructuring Plan resulted in a 15% decrease in global headcount, a reduction in our selling activities and leased premises in Amsterdam and the vacating of other premises principally in the U.K..
32
2009 Restructuring PlanIn March and April 2009, in response to a continued downturn in the international art market, management conducted a further strategic review of Sothebys operations, and on April 27, 2009, the Executive Committee of the Board of Directors approved additional restructuring actions (the 2009 Restructuring Plan). The 2009 Restructuring Plan impacted all areas of our global operations through additional significant cost reductions that resulted from a further 5% decrease in global headcount.
Restructuring activities resulting from the 2008 Restructuring Plan and 2009 Restructuring Plan are summarized in the table below (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee |
|
Facility |
|
Other |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Liability at January 1, 2008 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Charges for 2008 Restructuring Plan |
|
|
4,312 |
|
|
|
|
|
|
|
|
4,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability at December 31, 2008 |
|
|
4,312 |
|
|
|
|
|
|
|
|
4,312 |
|
Charges for 2008 Restructuring Plan |
|
|
6,446 |
|
|
2,085 |
|
|
427 |
|
|
8,958 |
|
Charges for 2009 Restructuring Plan |
|
|
3,578 |
|
|
|
|
|
3 |
|
|
3,581 |
|
Cash payments |
|
|
(12,844 |
) |
|
(1,144 |
) |
|
(359 |
) |
|
(14,347 |
) |
Adjustments to liability |
|
|
(251 |
) |
|
(129 |
) |
|
|
|
|
(380 |
) |
Foreign currency exchange rate changes |
|
|
317 |
|
|
54 |
|
|
5 |
|
|
376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability at December 31, 2009 |
|
|
1,558 |
|
|
866 |
|
|
76 |
|
|
2,500 |
|
Charges for 2008 Restructuring Plan |
|
|
|
|
|
30 |
|
|
147 |
|
|
177 |
|
Cash payments |
|
|
(920 |
) |
|
(180 |
) |
|
(12 |
) |
|
(1,112 |
) |
Adjustments to liability |
|
|
(104 |
) |
|
47 |
|
|
12 |
|
|
(45 |
) |
Foreign currency exchange rate changes |
|
|
(100 |
) |
|
(120 |
) |
|
(27 |
) |
|
(247 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability at June 30, 2010 |
|
$ |
434 |
|
$ |
643 |
|
$ |
196 |
|
$ |
1,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2010, the liability related to our restructuring activities was $1.3 million. The current portion of the liability ($0.8 million) is recorded in the Condensed Consolidated Balance Sheets within Accounts Payable and Accrued Liabilities and the non-current portion ($0.5 million) is recorded within Other Liabilities. The majority of the remaining liability related to employee termination benefits is expected to be paid by March 31, 2011. The liability for facility related costs will be paid monthly according to the terms of the underlying lease through September 2014.
Cost SavingsIn total, the 2008 Restructuring Plan and the 2009 Restructuring Plan are expected to result in aggregate annual cost savings of approximately $25 million when compared to 2008. Of this amount, approximately $15 million was realized in 2009, with the remainder to be realized in 2010. The aggregate annual cost savings is almost entirely due to the head count reductions discussed above.
Net Interest Expense
For the three and six months ended June 30, 2010, net interest expense increased $1.5 million, or 15%, and $3.2 million, or 16%, respectively, primarily due to lower interest income and higher arrangement and commitment fees related to our revolving credit facility. The lower level of interest income is principally due to $0.6 million and $1.4 million recognized during the three and six months ended June 30, 2009 related to previously delinquent client accounts that were determined to be collectible.
Extinguishment of Debt
On January 27, 2009, we repurchased $2.8 million of our 7.75% Senior Notes for a purchase price of $1.6 million (representing 59% of the aggregate principal amount repurchased). This repurchase resulted in a non-cash benefit of $1 million, net of fees, which was recognized in the first quarter of 2009.
Write-Off of Credit Facility Amendment Fees
As a result of amendments made to our former credit agreement with Bank of America, N.A., we recorded a non-cash charge of $1.3 million in the second quarter of 2009 to partially write-off a portion of arrangement and amendment fees related to this credit facility.
33
Other Expense
For the three and six months ended June 30, 2010, other expense decreased $0.5 million and $3 million, respectively, when compared to the prior period, primarily as a result of more favorable experience in the settlement of foreign currency derivative contracts when compared to the prior periods, partially offset by the impact of losses recognized as a result of changes in the fair value of DCP trust assets in the current period. Results for the three and six months ended June 30, 2010 include losses of $1.5 million and $1.2 million, respectively, related to the changes in fair value of DCP trust assets. For the three and six months ended June 30, 2009, our results included gains of $2 million and $0.6 million, respectively, related to changes in the fair value of DCP trust assets.
Income Tax Expense
Quarterly tax expense (benefit) is calculated using an estimated annual effective tax rate for the period using actual historical information and forward-looking estimates. The estimated annual effective tax rate may fluctuate due to changes in forecasted annual pre-tax income; changes in the jurisdictional mix of forecasted pre-tax income and changes to actual or forecasted permanent book-to-tax differences (i.e., non-deductible expenses). Furthermore, the effective tax rate may fluctuate as the result of positive or negative changes to the valuation allowance for net deferred tax assets and the impact of future tax settlements with federal, state or foreign tax authorities; or the impact of tax law changes. Management identifies items which are unusual and non-recurring in nature and treats these as discrete events. The tax effect of discrete items is booked entirely in the quarter in which the discrete event occurs.
Our effective income tax expense (benefit) rate (effective tax rate) for the three and six months ended June 30, 2010 is 32.4% and 32.5%, respectively, compared to 66.6% and (27.7%), respectively, for the same periods in the prior year. The prior year tax rates were significantly impacted by the expectation at the time that our 2009 results would be near breakeven, which exaggerated the impact of certain permanent book-to-tax differences. In addition, the prior year tax rates included the impact of $1 million and $16.6 million of income tax expense recognized during the three and six months ended June 30, 2009, respectively, related to the establishment of a valuation allowance against certain state and local and foreign deferred tax assets. Additionally, the change in our effective tax rate when compared to the prior year is also due to a change in the jurisdictional level and mix of earnings.
We anticipate our full year effective tax rate, excluding discrete items, will be approximately 32%. The anticipated full year effective tax rate is lower than the statutory rate of 35% primarily due to foreign earnings taxed at lower rates. The projected full year effective tax rate is adversely impacted by the additional U.S. tax on earnings from foreign subsidiaries which are not able to be fully offset by foreign tax credits and the expiration of certain tax provisions relating to the treatment of income earned by controlled foreign corporations that expired on December 31, 2009. If these provisions are extended, there would be favorable impact on our effective income tax rate in the quarter in which such legislation is enacted. (See statement on Forward Looking Statements.)
Reconciliation of Non-GAAP Financial Measures
The following is a reconciliation of net income (loss) to EBITDA for the three and six months ended June 30, 2010 and 2009 (in thousands of dollars):
|
|
|
|
|
|
|
|
Three Months Ended June 30 |
|
2010 |
|
2009 |
|
||
|
|
|
|
|
|
||
Net income |
|
$ |
86,239 |
|
$ |
12,181 |
|
Income tax expense |
|
|
41,248 |
|
|
23,774 |
|
Income tax expense related to earnings from equity investees |
|
|
19 |
|
|
121 |
|
Net interest expense |
|
|
11,332 |
|
|
9,880 |
|
Depreciation and amortization expense |
|
|
4,081 |
|
|
5,087 |
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
142,919 |
|
$ |
51,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30 |
|
2010 |
|
2009 |
|
||
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
84,062 |
|
$ |
(22,311 |
) |
Income tax expense (benefit) |
|
|
40,332 |
|
|
(8,578 |
) |
Income tax expense related to earnings from equity investees |
|
|
132 |
|
|
49 |
|
Net interest expense |
|
|
22,598 |
|
|
19,434 |
|
Depreciation and amortization expense |
|
|
8,452 |
|
|
10,459 |
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
155,576 |
|
$ |
(947 |
) |
|
|
|
|
|
|
|
|
34
YORK PROPERTY
The land and building located at 1334 York Avenue, New York, New York (the York Property) is home to our sole North American auction salesroom and principal North American exhibition space, as well as our corporate headquarters. On February 7, 2003, we sold the York Property to an affiliate of RFR Holding Corp. (RFR). In conjunction with this sale, we leased the York Property back from RFR for an initial 20-year term, with options for us to extend the lease for two additional 10-year terms. The resulting lease was accounted for as a capital lease, with the related asset being amortized over the initial 20-year lease term.
On January 11, 2008, we entered into a contract to reacquire the York Property from RFR for a purchase price of $370 million (the Purchase and Sale Agreement). We also agreed to give the principals of RFR favorable consignment terms for the future sale of art at Sothebys auctions. We estimated the value of these terms to be approximately $3.8 million.
We financed the $370 million purchase price through an initial $50 million cash payment made in conjunction with the signing of the Purchase and Sale Agreement on January 11, 2008, an $85 million cash payment made when the purchase was consummated on February 6, 2009 and the assumption of an existing $235 million mortgage on the York Property (the York Property Mortgage).
The York Property Mortgage matures on July 1, 2035, but has an optional pre-payment date of July 1, 2015 and bears an annual rate of interest of approximately 5.6%, which increases subsequent to July 1, 2015. It is our current intention to either pre-pay or refinance the mortgage on or about July 1, 2015. In conjunction with the final accounting for the York Property purchase in February 2009, the York Property Mortgage was recorded on the balance sheet at its $212.1 million fair value. The fair value of the York Property Mortgage was computed using a discounted cash flow approach based on a market rate of interest, which was estimated by management. The resulting $22.9 million debt discount is being amortized to interest expense over the remaining expected term of the loan. We paid fees of $2.4 million in conjunction with the assumption of the York Property Mortgage, which are also being amortized to interest expense over the remaining expected term of the loan. The June 30, 2010 carrying value of the York Property Mortgage was $217.1 million, and its fair value was approximately $234 million. (See Notes 6 and 10 of Notes to Condensed Consolidated Financial Statements.)
The York Property and the York Property Mortgage are held by 1334 York, LLC, a separate legal entity of Sothebys that maintains its own books and records and whose results are ultimately consolidated into Sothebys financial statements. The assets of 1334 York, LLC are not available to satisfy the obligations of other Sothebys affiliates or any other entity.
35
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The following table summarizes our material contractual obligations and commitments as of June 30, 2010 (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|||||||||||||
|
|
|
|
|||||||||||||
|
|
Total |
|
Less Than |
|
1 to 3 |
|
3 to 5 |
|
After 5 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
York Property Mortgage (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
$ |
235,000 |
|
$ |
2,743 |
|
$ |
6,479 |
|
$ |
7,262 |
|
$ |
218,516 |
|
Interest |
|
|
64,274 |
|
|
13,001 |
|
|
25,528 |
|
|
24,745 |
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total |
|
|
299,274 |
|
|
15,744 |
|
|
32,007 |
|
|
32,007 |
|
|
219,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured debt (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments |
|
|
328,250 |
|
|
|
|
|
200,000 |
|
|
128,250 |
|
|
|
|
Interest payments |
|
|
67,818 |
|
|
16,189 |
|
|
32,136 |
|
|
19,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total |
|
|
396,068 |
|
|
16,189 |
|
|
232,136 |
|
|
147,743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations (3) |
|
|
92,546 |
|
|
12,902 |
|
|
17,376 |
|
|
16,010 |
|
|
46,258 |
|
Employment arrangements (4) |
|
|
18,908 |
|
|
7,510 |
|
|
9,547 |
|
|
1,851 |
|
|
|
|
Uncertain tax positions (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total |
|
|
111,454 |
|
|
20,412 |
|
|
26,923 |
|
|
17,861 |
|
|
46,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
806,796 |
|
$ |
52,345 |
|
$ |
291,066 |
|
$ |
197,611 |
|
$ |
265,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the outstanding principal and monthly interest payments due on the York Property Mortgage. The York Property Mortgage matures on July 1, 2035, has an optional pre-payment date of July 1, 2015, and bears an annual interest rate of approximately 5.6%, which increases subsequent to July 1, 2015. It is our current intention to either pre-pay or refinance the mortgage on or about July 1, 2015. The payments reflected in the table above assume that pre-payment will be made on that date. |
|
|
(2) |
Represents the aggregate outstanding principal and semi-annual interest payments due on our 3.125% Convertible Notes, due June 15, 2013 (the Convertible Notes) and our 7.75% Senior Notes, due June 15, 2015 (the Senior Notes). (See Note 10 of Notes to Condensed Consolidated Financial Statements for additional information on the Convertible Notes and the Senior Notes.) |
|
|
(3) |
Represents rental payments due under our operating lease obligations. |
|
|
(4) |
Represents the remaining commitment for future salaries and other cash compensation (excluding any participation in Sothebys incentive compensation and share-based payment programs) related to employment arrangements with certain senior employees, which expire at various points between March 2011 and February 2014. Such arrangements may provide, among other benefits, for minimum salary levels and for incentive compensation under our incentive compensation programs which is payable only if specified company and individual goals are attained. Additionally, certain of these arrangements provide for annual equity grants, the accelerated vesting of certain equity grants, severance payments, other cash compensation, and continuation of benefits upon termination of employment under certain circumstances. |
|
|
(5) |
Excludes the $18.7 million liability recorded for uncertain tax positions, including interest and penalties, that would be settled by cash payments to the respective taxing authorities, which are classified as long-term liabilities in our June 30, 2010 Condensed Consolidated Balance Sheet. This liability is excluded from the table above because we are unable to make reliable estimates of the period of settlement with the respective taxing authorities. (See Note 17 of Notes to Condensed Consolidated Financial Statements for more detailed information on uncertain tax positions.) |
36
OFF BALANCE SHEET ARRANGEMENTS
Auction Guarantees
From time to time in the ordinary course of our business, we will guarantee to sellers a minimum price in connection with the sale of property at auction (an auction guarantee). In the event that the property sells for less than the minimum guaranteed price, we must perform under the auction guarantee by funding the difference between the sale price at auction and the amount of the auction guarantee. We are generally entitled to a share of the excess proceeds (the overage) if the property under the auction guarantee sells above a minimum price. If the property does not sell, the amount of the auction guarantee must be paid, but we have the right to recover such amount through the future sale of the property. In these situations, the guaranteed property is reflected as Inventory in the Condensed Consolidated Balance Sheets at the lower of cost (i.e., the amount paid under the auction guarantee) or managements estimate of realizable value. The sale proceeds that we ultimately realize in these situations may equal, exceed or be less than the amount recorded as Inventory in the Condensed Consolidated Balance Sheets.
We may reduce our financial exposure under auction guarantees through risk and reward sharing arrangements with partners including:
|
|
|
|
|
Arrangements under which an unaffiliated counterparty contractually commits to bid a predetermined price on the guaranteed property (an irrevocable bid). If the irrevocable bid is the winning bid, the counterparty purchases the property at the predetermined price plus the applicable buyers premium, which is the same amount that any other successful bidder would pay at that price. If the irrevocable bid is not the winning bid, the counterparty is generally entitled to receive a share of the auction commission earned on the sale and/or a share of any overage. |
|
|
|
|
|
Arrangements under which an unaffiliated counterparty contractually commits to fund: (i) a share of the difference between the sale price at auction and the amount of the auction guarantee if the property sells for less than the minimum guaranteed price or (ii) a share of the minimum guaranteed price if the property does not sell while taking ownership of a proportionate share of the unsold property. In exchange for accepting a share of the financial exposure under the auction guarantee, the counterparty is entitled to receive a share of the auction commission earned and/or a share of any overage if the property sells. |
The counterparties to these auction guarantee risk and reward sharing arrangements are typically major international art dealers or major art collectors. We could be exposed to credit-related losses in the event of nonperformance by these counterparties.
As of June 30, 2010, we had no outstanding auction guarantees. As of July 27, 2010, we had an outstanding auction guarantee of $47 million, with the related property having pre-sale low and high estimates (1) of $45 million and $60 million, respectively. Our financial exposure under this auction guarantee is reduced by an irrevocable bid from an unaffiliated counterparty of $44 million. If the irrevocable bid is the winning bid for the property underlying the auction guarantee, the total proceeds from this irrevocable bid would be $49.4 million, consisting of the payment of the irrevocable bid ($44 million) plus the payment of the related buyers premium ($5.4 million). The property related to this auction guarantee will be offered at auction in November 2010. In July 2010, we advanced $20 million of the guaranteed amount to the consignor.
(1) Pre-sale estimates are not always accurate predictions of auction sale results or the fair value of the guaranteed property.
In response to the uncertain economic environment and the downturn in the international art market that was evident for most of 2009, we substantially reduced our use of auction guarantees in 2009 when compared to the three years prior. We have continued to limit our use of auction guarantees in 2010, and we have been able to secure a significantly higher level of high-value consignments when compared to the prior year. Going forward, we expect to remain prudent in our use of auction guarantees and enter into risk and reward sharing arrangements, when appropriate, to reduce our financial exposure under any such guarantees. (See statement on Forward Looking Statements.)
DERIVATIVE FINANCIAL INSTRUMENTS
We utilize forward exchange contracts to hedge cash flow exposures related to foreign currency exchange rate movements, which primarily arise from short-term foreign currency denominated intercompany balances and, to a lesser extent when necessary, foreign currency denominated client payable balances. Such forward exchange contracts are typically short-term with settlement dates less than six months from their inception. Additionally, on rare occasions, we purchase foreign currency option contracts to hedge foreign currency risks associated with amounts payable to consignors as a result of the sale of property at auction. All derivative financial instruments are entered into by our global treasury function, which is responsible for managing our exposure to foreign currency exchange rate movements.
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As of June 30, 2010, the notional value of outstanding forward exchange contracts was $31.1 million. Notional values do not quantify risk or represent assets or liabilities of Sothebys, but are used to calculate cash settlements under outstanding forward exchange contracts. We are exposed to credit-related losses in the event of nonperformance by the two counterparties to our outstanding forward exchange contracts. We do not expect either of these counterparties to fail to meet their obligations given their high short-term (A1/P1) credit ratings.
As of June 30, 2010 and 2009, the Condensed Consolidated Balance Sheets included liabilities of $0.5 million and $0.7 million, respectively, recorded within Accounts Payable and Accrued Liabilities reflecting the aggregate fair value of our outstanding derivative instruments on those dates. As of December 31, 2009, the Condensed Consolidated Balance Sheets included an asset of $0.1 million recorded within Prepaid Expenses and Other Current Assets reflecting the aggregate fair value of our outstanding derivative instruments on that date.
CONTINGENCIES
For information related to Contingences, see Notes 5, 12, 13 and 17 of Notes to Condensed Consolidated Financial Statements.
UNCERTAIN TAX POSTIONS
For information related to Uncertain Tax Positions, see Note 17 of Notes to Condensed Consolidated Financial Statements.
FINANCIAL CONDITION AS OF JUNE 30, 2010
This discussion should be read in conjunction with our Condensed Consolidated Statements of Cash Flows. For the six months ended June 30, 2010, total cash and cash equivalents increased approximately $141 million to $462.5 million primarily due to the factors discussed below.
Cash Provided by Operating ActivitiesNet cash provided by operating activities of $146.3 million for the six months ended June 30, 2010 is principally attributable to the cash flows associated with our net income during the period.
Cash Provided by Investing ActivitiesNet cash provided by investing activities of $1.2 million for the six months ended June 30, 2010 is principally due to a $16.9 million net decrease in client loans and $1.2 million in distributions received from equity investees, almost entirely offset by increases in restricted cash of $9.9 million and capital expenditures of $7 million.
Cash Used by Financing ActivitiesNet cash used by financing activities of $3.8 million for the six months ended June 30, 2010 is principally due to $6.9 million in dividend payments and the funding of employee tax obligations upon the vesting of equity awards during the period ($6.3 million). These cash outflows were partially offset by $9.3 million in proceeds from the exercise of stock options.
NET DEBT
The table below summarizes our net debt position as of June 30, 2010, December 31, 2009 and June 30, 2009 (in thousands of dollars):
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June 30, |
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December 31, |
|
June 30, |
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|||
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|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
462,549 |
|
$ |
321,579 |
|
$ |
141,383 |
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|
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Debt: |
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|
|
|
|
|
|
|
|
|
||||||||||
Convertible Notes (due June 2013) |
|
|
175,596 |
|
|
171,999 |
|
|
168,537 |
|
Senior Notes (due June 2015) |
|
|
126,852 |
|
|
126,747 |
|
|
126,647 |
|
York Property Mortgage (due July 2015) |
|
|
217,178 |
|
|
215,396 |
|
|
213,615 |
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
519,626 |
|
|
514,142 |
|
|
508,799 |
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|
|
|
|
|
|
|
|
|
|
|
Net debt |
|
$ |
(57,077 |
) |
$ |
(192,563 |
) |
$ |
(367,416 |
) |
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|
|
|
|
The improvement in our net debt position as of June 30, 2010 when compared to June 30, 2009 is primarily attributable to a significantly higher level of cash, which is principally a function of our higher operating results for the twelve months ended June 30, 2010. To a lesser extent, the improvement is due to proceeds received from sales of inventory.
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LIQUIDITY AND CAPITAL RESOURCES
Cash and Cash EquivalentsAs of June 30, 2010, Sothebys had cash and cash equivalents of approximately $462.5 million, which is invested on a short-term basis in the highest rated overnight deposits.
Revolving Credit FacilitySothebys and certain of its wholly-owned subsidiaries (collectively, the Borrowers) are party to a credit agreement (the Credit Agreement) with an international syndicate of lenders led by General Electric Capital Corporation (GE Capital).The following summary does not purport to be a complete summary of the Credit Agreement and is qualified in its entirety by reference to the Credit Agreement and its amendments, copies of which were filed as Exhibit 10.1 to Sothebys Form 8-K filed with the SEC on September 1, 2009, Exhibit 10.18 to Sothebys Form 10-K filed with the Securities and Exchange Commission on March 1, 2010 and Exhibit 10.1 to this Form 10-Q. Terms used, but not defined in this summary, have the meanings set forth in the Credit Agreement and its amendments.
The Credit Agreement has a maturity date of August 31, 2012 and provides for a $200 million revolving credit facility (the Revolving Credit Facility), with a sub-limit of $50 million for U.K. based borrowings. The borrowings available under the Credit Agreement are limited by a borrowing base equal to 85% of Eligible Art Loans, plus 30% of Eligible Art Inventory, plus 15% of Consolidated Net Tangible Assets, subject to certain limitations and reserves. On May 5, 2010, the Credit Agreement was amended to expand the definition of Eligible Art Loans to include those with stated maturity dates between 18 and 24 months.
Borrowings under the Revolving Credit Facility may be used for general corporate purposes. In addition, up to $10 million of the Revolving Credit Facility may be used to issue letters of credit. As of June 30, 2010, there were no borrowings or letters of credit outstanding under the Revolving Credit Facility, and the amount of available borrowings was approximately $126.6 million, as calculated under the borrowing base.
Borrowings under the Revolving Credit Facility are available in either Dollars to U.S. Borrowers or Pounds Sterling to U.K. Borrowers. The U.S. Borrowers and, subject to certain limitations, the U.K. Borrowers, are jointly and severally liable for all obligations under the Credit Agreement. In addition, certain subsidiaries of the Borrowers guarantee the obligations of the Borrowers under the Credit Agreement. The obligations under the Credit Agreement are secured by liens on all or substantially all of the personal property of the Borrowers and the Guarantors.
Borrowings are, at the Borrowers option, either Dollar Index Rate Loans (for U.S. Borrowers only) or LIBOR Rate Loans. Dollar Index Rate Loans bear interest from the applicable borrowing date at an annual rate equal to (a) the highest of (i) the Prime Rate as quoted in The Wall Street Journal, (ii) the Federal Funds Rate plus 3.0%, or (iii) the LIBOR Rate based upon the offered rate for deposits in such currency for a period equal to such interest period on the Reuters Screen LIBOR01 Page plus 1.0%, plus (b) the Applicable Margin, which is generally 3.0% to 3.5% based upon the level of outstanding borrowings under the Revolving Credit Facility. The LIBOR Loan Rate for Dollars or Pounds Sterling, as the case may be, for an interest period is equal to (x) the highest of (i) the offered rate for deposits in such currency for a period equal to such interest period on the Reuters Screen LIBOR01 Page, (ii) if the interest period is less than three months, the offered rate for deposits in such currency on the Reuters Screen for an Interest Period of three months, and (iii) 2%, plus (y) the Applicable Margin, which is generally 4.0% to 4.5% based upon the level of outstanding borrowings under the Revolving Credit Facility.
The Credit Agreement contains certain customary affirmative and negative covenants including, but not limited to, limitations on capital expenditures, limitations on net outstanding auction guarantees, limitations on the use of proceeds from borrowings under the Credit Agreement, limitations on the ability to merge, liquidate, consolidate, dispose of assets or capital stock, and limitations on material changes to the nature of Sothebys business. The Credit Agreement also restricts quarterly dividend payments to the lesser of $0.05 per share or $4 million. The maximum level of quarterly dividend payments may be increased depending upon Sothebys achievement of a certain Fixed Charge Coverage Ratio in any period. Management believes that Sothebys is in compliance with the covenants and terms of the Credit Agreement.
The Credit Agreement also contains the following financial covenants, which are only applicable during certain compliance periods:
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A minimum Fixed Charge Coverage Ratio, which requires the maintenance of a sufficient level of specifically defined cash flows to cover certain debt and equity related cash requirements. |
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A minimum EBITDA, which requires the maintenance of certain minimum levels of specifically defined operating cash flows. |
These financial covenants were not applicable for the twelve month period ending June 30, 2010.
Sothebys incurred approximately $7.7 million in fees related to the Credit Agreement, which are being amortized on a straight-line basis to interest expense over the three-year term of the facility. Additionally, commitment fees of 1.0% per year are charged for undrawn amounts committed under the Revolving Credit Facility.
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Liquidity RequirementsWe generally rely on operating cash flows supplemented, on occasion, by Revolving Credit Facility borrowings to meet our liquidity requirements.
Our short-term operating needs and capital requirements include the funding of working capital, the funding of notes receivable and consignor advances, if any, the funding of capital expenditures (which are expected to be approximately $20 million in 2010) and the payment of dividends, as well as the funding of the short-term commitments due on or before June 30, 2011 as summarized in the table of contractual obligations and commitments above. (See statement on Forward Looking Statements).
Our long-term operating needs and capital requirements include the funding of working capital, the funding of notes receivable and consignor advances, if any, the funding of capital expenditures, as well as the funding of the presently anticipated long-term contractual obligations and commitments summarized in the table of contractual obligations and commitments above.
We believe that operating cash flows, cash balances and borrowings available under the Credit Agreement will be adequate to meet our anticipated short-term and long-term commitments, operating needs and capital requirements through the August 31, 2012 expiration of the Credit Agreement.
In light of our strong liquidity position, management has been assessing alternatives to invest cash in our existing operations, as well as other more traditional corporate finance alternatives. These alternatives include a repurchase of a portion of our Senior Notes, some action with respect to our dividend and/or a repurchase of shares of our Common Stock. At this time, management concluded that Sothebys will remain conservative and conserve cash in light of some of the recent global uncertainties and financial markets volatility. We will continue to assess these alternatives. (See statement on Forward Looking Statements).
FUTURE IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2009, the Financial Accounting Standards Board (the FASB) issued Statements of Financial Accounting Standards (SFAS) No. 166, Accounting for Transfers of Financial Assetsan amendment to SFAS No. 140, which is codified in Accounting Standards Codification (ASC) 860 (Transfers and Servicing). This standard eliminates the concept of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entitys continuing involvement in and exposure to the risks related to transferred financial assets. This standard became effective on January 1, 2010 and has not had an impact on Sothebys consolidated financial statements.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R), which is codified in ASC 810 (Consolidation). This standard changes how companies determine whether an entity that is insufficiently capitalized or is controlled through voting (or similar rights) should be consolidated. This standard became effective on January 1, 2010 and has not had an impact on Sothebys consolidated financial statements.
In October 2009, the FASB issued Accounting Standards Update 200913, Multiple-Deliverable Revenue Arrangements, which is codified in ASC 605 (Revenue Recognition). This update addresses the unit of accounting for arrangements involving multiple deliverables and how to allocate arrangement consideration to one or more units of accounting. It eliminates the criteria that objective and reliable evidence of the fair value of any undelivered items must exist for the delivered items to be considered separate units of accounting. This update will be effective prospectively for fiscal years beginning on or after June 15, 2010. Early application of this update, as well as retrospective application, is also permitted. Management is evaluating the potential impact of adopting this standard on Sothebys consolidated financial statements.
RECENT LEGISLATION
In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law in the U.S. This legislation expands health care coverage to many uninsured individuals and expands coverage to those already insured. The changes required by this legislation could result in additional health care and other costs for Sothebys, but we do not expect any material short-term impact on our financial results as a result of the legislation and are currently assessing the extent of any long-term impact. Sothebys does not provide retiree health benefits, and therefore will not be impacted by the elimination of the tax deductibility of the Medicare Part D subsidy resulting from this legislation. (See statement on Forward Looking Statements.)
In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) was signed into law in the U.S. This legislation will significantly change the current banking and financial institution regulatory structure and affect the lending, deposit, investment, trading and operating activities of such financial institutions. Management is reviewing the provisions of the Dodd-Frank Act, many of which are phased-in over the next several months and years, and is assessing its impact on Sothebys operations. However, the ultimate effect of the Dodd-Frank Act on the financial services industry in general, and Sothebys in particular, is uncertain at this time. (See statement on Forward Looking Statements.)
40
FORWARD LOOKING STATEMENTS
This Form 10-Q contains certain forward looking statements; as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, relating to future events and the financial performance of Sothebys. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performance will differ materially from such predictions. Major factors which we believe could cause the actual results to differ materially from the predicted results in the forward looking statements include, but are not limited to, the factors listed below under Item 1A, Risk Factors, which are not ranked in any particular order.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We continually evaluate the market risk associated with our financial instruments in the normal course of our business. As of June 30, 2010, our material financial instruments include: (i) cash and cash equivalents, (ii) restricted cash, (iii) notes receivable, (iv) the trust assets related to our deferred compensation liability, (v) the York Property Mortgage, (vi) our 7.75% Senior Notes, (vii) our 3.125% Convertible Notes, (viii) our deferred compensation liability and (ix) our outstanding forward exchange contracts.
We believe that the interest rate risk associated with our financial instruments is minimal as a hypothetical 10% increase or decrease in interest rates is immaterial to our cash flow, earnings, and the fair value related to our financial instruments. (See statement on Forward Looking Statements.)
As of June 30, 2010, a hypothetical 10% strengthening or weakening of the U.S. dollar relative to all other currencies would result in a decrease or increase in cash flow of approximately $37.9 million.
We utilize forward exchange contracts to hedge cash flow exposures related to foreign currency exchange rate movements, which primarily arise from short-term foreign currency denominated intercompany balances and, to a lesser extent when necessary, foreign currency denominated client payable balances. Such forward exchange contracts are typically short-term with settlement dates less than six months from their inception. Additionally, on rare occasions, we purchase foreign currency option contracts to hedge foreign currency risks associated with amounts payable to consignors as a result of the sale of property at auction. At June 30, 2010, we had $31.1 million of notional value forward exchange contracts outstanding. Notional amounts do not quantify risk or represent assets or liabilities, but are used in the calculation of cash settlements under such contracts. We are exposed to credit-related losses in the event of nonperformance by the two counterparties to our forward exchange contracts, but we do not expect any counterparties to fail to meet their obligations given their high credit ratings. (See Derivative Financial Instruments above and Note 16 of Notes to Condensed Consolidated Financial Statements.)
ITEM 4: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of June 30, 2010, Sothebys has carried out an evaluation, under the supervision and with the participation of Sothebys management, including Sothebys Chief Executive Officer and Chief Financial Officer, of the effectiveness of Sothebys disclosure controls and procedures. Based upon that evaluation, Sothebys Chief Executive Officer and Chief Financial Officer have concluded that Sothebys disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) were effective as of June 30, 2010.
Changes in Internal Control over Financial Reporting
There was no change in Sothebys internal control over financial reporting that occurred during Sothebys most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, Sothebys internal control over financial reporting.
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Sothebys becomes involved in various claims and lawsuits incidental to the ordinary course of its business, including the matter described below. While it is not possible to predict the outcome of litigation, management does not believe that the outcome of any of these pending claims or proceedings will have a material adverse effect on Sothebys consolidated results of operations, financial condition and/or cash flows.
Sothebys Inc. v. Halsey Minor is an action commenced by a subsidiary of Sothebys in September 2008 in the U.S. District Court for the Southern District of New York, seeking to collect amounts due for three paintings that Mr. Minor purchased in auctions conducted by Sothebys in the spring of 2008. Mr. Minor filed a counterclaim in that action alleging that Sothebys had failed to disclose that the consignor of one of those paintings had an outstanding loan from Sothebys and asserting that the sale should, therefore, be rescinded or the price of the painting reduced. In October 2008, Mr. Minor commenced a separate action in the U.S. District Court for the Northern District of California seeking recovery for alleged losses on behalf of a purported class of purchasers of properties that were subject to alleged undisclosed loans from Sothebys. That action also asserted breaches of fiduciary duties arising from alleged art consulting advice provided to Mr. Minor by a Sothebys employee. The California action that Mr. Minor had commenced against Sothebys has been dismissed. In April 2009, Mr. Minor filed a motion in the New York action seeking to amend his answer and counterclaim to (i) broaden his rescission claim to cover an additional painting, (ii) add claims for alleged breach of fiduciary duty and alleged violations of a New York State consumer protection statute and (iii) seek injunctive relief. In May 2009, Sothebys opposed that motion and, in addition, moved for summary judgment against certain of Mr. Minors claims. In July 2009, Sothebys moved for summary judgment against the remainder of Mr. Minors claims, and Mr. Minor moved for summary judgment in favor of certain of his claims. In October 2009, the Magistrate Judge assigned to this action issued an opinion and order denying Mr. Minors motion for leave to file an amended answer and counterclaim to the extent that Mr. Minor sought to assert claims for breach of fiduciary duty and violations of the New York State consumer protection statute. During the course of the litigation, Sothebys reoffered and sold the three paintings initially purchased by Mr. Minor in the spring of 2008 for $9.5 million, thereby reducing the amounts due from him. In March 2010, the court granted Sothebys motions for summary judgment, denied Mr. Minors motion for partial summary judgment and entered a judgment in Sothebys favor in the amount of $6.6 million, the full amount sought by Sothebys. This judgment includes $4.4 million for the shortfall resulting from the resale of the three paintings when compared to the original purchase prices and $2.2 million in interest and late charges owed to Sothebys. The judgment also included an award of attorneys fees, in an amount to be determined. In April 2010, Mr. Minor filed a notice of appeal of the courts order and judgment. Sothebys has collected the full amount of the judgment as of the date of this filing and is reviewing the possibility that competing claims to the judgment funds received may be asserted by the California Franchise Tax Board. Given the uncertainty relating to the competing claims for these funds, Sothebys has not recognized any benefit from this judgment in its Condensed Consolidated Statement of Operations. Management believes that the courts dismissal of Mr. Minors claims and grant of Sothebys motion for summary judgment were correctly decided, and Sothebys will vigorously oppose Mr. Minors appeal.
42
Sothebys operating results and liquidity are significantly influenced by a number of risk factors, many of which are not within its control. These factors, which are not ranked in any particular order, are discussed below.
The global economy and the financial markets and political conditions of various countries may negatively affect Sothebys business and customers, as well as the supply of and demand for works of art.
The international art market is influenced over time by the overall strength and stability of the global economy and the financial markets of various countries, although this correlation may not be immediately evident. In addition, global political conditions and world events may affect Sothebys business through their effect on the economies of various countries, as well as on the willingness of potential buyers and sellers to purchase and sell art in the wake of economic uncertainty. Sothebys business can be particularly influenced by the economies, financial markets and political conditions of the U.S., the U.K., and the major countries or territories of Continental Europe and Asia. Accordingly, weakness in those economies and financial markets can adversely affect the supply and demand of works of art and Sothebys business. Furthermore, global political conditions may also influence the enactment of legislation that could adversely impact Sothebys business.
Government laws and regulation may restrict or limit Sothebys business.
Many of Sothebys activities are subject to laws and regulations including, but not limited to, import and export regulations, cultural property ownership laws, data protection and privacy laws, anti-money laundering laws, antitrust laws and value added sales taxes. In addition, Sothebys is subject to local auction regulations, such as New York City Auction Regulations Subchapter M of Title 6 §§ 2-1212-125, et. seq. Such regulations do not impose a material impediment to the worldwide business of Sothebys, but do affect the market generally, and a material adverse change in such regulations could affect the business. Additionally, export and import laws and cultural property ownership laws could affect the availability of certain kinds of property for sale at Sothebys principal auction locations or could increase the cost of moving property to such locations.
Fluctuations in benchmark interest rates may increase the cost of credit facility borrowings.
Fluctuations in benchmark interest rates influence the cost of borrowings under Sothebys senior secured credit facility, which is used on occasion to finance working capital needs and, in particular, the Finance segments client loan portfolio. An increase in certain benchmark interest rates would increase the cost of Sothebys credit facility borrowings, if any.
Foreign currency exchange rate movements can significantly increase or decrease Sothebys results of operations.
Sothebys has operations throughout the world, with approximately 58% of its revenues earned outside of the U.S. in 2009. Revenues and expenses relating to Sothebys foreign operations are translated using weighted average monthly exchange rates during the year in which they are recognized. Accordingly, fluctuations in foreign currency exchange rates, particularly for the Pound Sterling and the Euro, can significantly increase or decrease Sothebys results of operations.
Competition in the international art market is intense and may adversely impact Sothebys results of operations.
Sothebys competes with other auctioneers and art dealers to obtain valuable consignments to offer for sale either at auction or through private sale. The level of competition is intense and can adversely impact Sothebys ability to obtain valuable consignments for sale, as well as the commission margins achieved on such consignments.
Sothebys cannot be assured of the amount and quality of property consigned for sale at auction, which may cause significant variability in its financial results.
The amount and quality of property consigned for sale is influenced by a number of factors not within Sothebys control. Many major consignments, and specifically single-owner sale consignments, often become available as a result of the death or financial or marital difficulties of the owner, all of which are unpredictable and may cause significant variability in Sothebys financial results from period to period.
The demand for art is unpredictable, which may cause significant variability in Sothebys financial results.
The demand for art is influenced not only by overall economic conditions, but also by changing trends in the art market as to which collecting categories and artists are most sought after and by the collecting preferences of individual collectors, all of which are difficult to predict and which may adversely impact the ability of Sothebys to obtain and sell consigned property, potentially causing significant variability in Sothebys financial results from period to period.
43
The loss of key personnel could adversely impact Sothebys ability to compete.
Sothebys is largely a service business in which the ability of its employees to develop and maintain relationships with potential sellers and buyers of works of art is essential to its success. Moreover, Sothebys business is complex, making it important to retain key specialists and members of management. Accordingly, Sothebys business is highly dependent upon its success in attracting and retaining qualified personnel.
Sothebys relies on a small number of clients who make a significant contribution to its revenues and profitability.
Sothebys relies on a small number of important clients who make a significant contribution to its revenues and profitability. Accordingly, Sothebys revenues and profitability are highly dependent upon its ability to develop and maintain relationships with this small group of important clients, as well as the financial strength of these clients.
Sothebys ability to collect auction receivables may be adversely impacted by the banking and foreign currency laws and regulations, as well as the judicial systems of the countries in which it operates and in which its clients reside.
Sothebys operates in 40 countries and has a worldwide client base. The collection of auction receivables may be adversely impacted by the banking and foreign currency laws and regulations regarding the movement of funds out of certain countries, as well by Sothebys ability to enforce its rights as a creditor in jurisdictions where the applicable laws and regulations may be less defined, particularly in emerging markets.
Demand for art-related financing is unpredictable, which may cause significant variability in Sothebys financial results.
Sothebys business is, in part, dependent on the demand for art-related financing, which can be significantly influenced by overall economic conditions and by the often unpredictable financial requirements of owners of major art collections. Accordingly, Sothebys financial results are subject to significant variability from period to period.
The strategic initiatives being implemented by Sothebys may not succeed.
Sothebys is implementing certain strategic initiatives, which are being relied on to improve profitability. Accordingly, Sothebys future operating results are dependent in part on managements success in implementing these initiatives. Additionally, the implementation of Sothebys strategic plans could unfavorably impact its short-term operating results. (See statement on Forward Looking Statements.)
The value of art is subjective and often fluctuates, exposing Sothebys to losses in the value of its inventory and loan collateral and significant variability in its financial results.
The art market is not a highly liquid trading market. As a result, the valuation of art is inherently subjective, and the realizable value of art often fluctuates over time. Accordingly, Sothebys is at risk both as to the realizable value of art held in inventory and as to the realizable value of art pledged as collateral for Finance segment loans.
In determining the realizable value of art, management relies upon the opinions of Sothebys specialists, who consider the following complex array of factors when valuing art: (i) whether the artwork is expected to be offered at auction or sold privately; (ii) the current and expected future demand for works of art, taking into account economic conditions and changing trends in the art market as to which collecting categories and artists are most sought after; and (iii) recent sale prices achieved in the art market for comparable works of art within a particular collecting category and/or by a particular artist.
If management determines that the estimated realizable value of a specific artwork held in inventory is less than its carrying value, a loss is recorded to reduce the carrying value of the artwork to managements estimate of realizable value. In addition, if management determines that the realizable value of the art pledged as collateral for Finance segment loans is less than the corresponding loan balance, management would be required to assess whether a loss should be recorded to reduce the carrying value of the loan, after taking into account the ability of the borrower to repay any shortfall in the value of the collateral when compared to the amount of the loan. These factors may cause significant variability in Sothebys financial results from period to period.
Auction guarantees create the risk of loss resulting from the potential inaccurate valuation of art.
As discussed above, the art market is not a highly liquid trading market and, as a result, the valuation of art is inherently subjective. Accordingly, Sothebys is at risk with respect to managements ability to estimate the likely selling prices of works of art offered with auction guarantees. If managements judgments about the likely selling prices of works of art offered with auction guarantees prove to be inaccurate, there could be a significant adverse impact on Sothebys results of operations, financial condition and liquidity.
44
Sothebys could be exposed to credit-related losses in the event of nonperformance by its counterparties in auction guarantee risk and reward sharing arrangements.
In certain situations, Sothebys reduces its financial exposure under auction guarantees through risk and reward sharing arrangements with partners. Sothebys counterparties to these risk and reward sharing arrangements are typically major international art dealers or major art collectors. Sothebys could be exposed to credit-related losses in the event of nonperformance by these counterparties.
Future costs and obligations related to the Sothebys U.K. Pension Plan are dependent on unpredictable factors, which may cause significant variability in employee benefit costs.
Future costs and obligations related to Sothebys defined benefit pension plan in the U.K. are heavily influenced by changes in interest rates, investment performance in the debt and equity markets and actuarial assumptions, each of which are unpredictable and may cause significant variability in Sothebys employee benefit costs.
Tax matters may cause significant variability in Sothebys financial results.
Sothebys operates in many tax jurisdictions throughout the world and the provision for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which Sothebys operates. Sothebys effective income tax rate can vary significantly between periods due to a number of complex factors including, but not limited to: (i) future changes in applicable laws; (ii) projected levels of taxable income; (iii) pre-tax income being lower than anticipated in countries with lower statutory rates or higher than anticipated in countries with higher statutory rates; (iv) increases to valuation allowances recorded against deferred tax assets; (v) tax audits conducted by various tax authorities; (vi) adjustments to income taxes upon finalization of income tax returns; (vii) the ability to claim foreign tax credits; (viii) the repatriation of non-U.S. earnings for which Sothebys has not previously provided for income taxes; and (ix) tax planning.
Similarly, Sothebys clients reside in various tax jurisdictions throughout the world. To the extent that there are changes to tax laws in any of these jurisdictions, such changes could adversely impact the ability and/or willingness of Sothebys clients to purchase or sell works of art.
Insurance coverage for artwork may become more difficult to obtain, exposing Sothebys to losses for artwork in Sothebys possession.
Sothebys maintains insurance coverage for the works of art it owns and for works of art consigned to it by its clients, which are stored at Sothebys facilities around the world. An inability to adequately insure such works of art due to limited capacity of the global art insurance market in the future could have an adverse impact on Sothebys business.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) |
Exhibits |
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10.1 |
Amendment No. 3 to Credit Agreement, dated as of May 5, 2010, by and among Sothebys (a Delaware corporation), Sothebys, Inc., Sothebys Financial Services, Inc., Sothebys Financial Services California, Inc., Oberon, Inc., Theta, Inc., Sothebys Ventures, LLC, Oatshare Limited, Sothebys (a company registered in England) and Sothebys Financial Services Limited, as Borrowers and General Electric Capital Corporation, as a lender and as Agent for the Lenders and the Fronting Lender, and the other Lenders signatory hereto, amends that certain Credit Agreement, dated as of August 31, 2009, by and among the Borrowers, other Credit Parties signatory thereto, the Agent, the Fronting Lender and the Lenders. |
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31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS* | XBRL Instance Document. |
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101.SCH* | XBRL Taxonomy Extension Schema Document. |
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101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
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(b) |
Reports on Form 8-K |
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(i) |
On May 11, 2010 the Company filed a current report on Form 8-K under Item 1.01, Entry into a Definitive Material Agreement, Item 2.02, Results of Operations and Financial Condition, Item 5.07, Submission of Matters to a Vote of Security Holders and Item 9.01, Financial Statements and Exhibits. |
* | In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SOTHEBYS |
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By: |
/s/ Kevin M. Delaney |
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Kevin M. Delaney |
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Senior Vice President, |
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Controller and Chief |
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Accounting Officer |
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Date: August 5, 2010 |
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Exhibit |
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Description |
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10.1 |
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Amendment No. 3 to Credit Agreement, dated as of May 5, 2010, by and among Sothebys (a Delaware corporation), Sothebys, Inc., Sothebys Financial Services, Inc., Sothebys Financial Services California, Inc., Oberon, Inc., Theta, Inc., Sothebys Ventures, LLC, Oatshare Limited, Sothebys (a company registered in England) and Sothebys Financial Services Limited, as Borrowers and General Electric Capital Corporation, as a lender and as Agent for the Lenders and the Fronting Lender, and the other Lenders signatory hereto, amends that certain Credit Agreement, dated as of August 31, 2009, by and among the Borrowers, other Credit Parties signatory thereto, the Agent, the Fronting Lender and the Lenders. |
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31.1 |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS* |
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XBRL Instance Document. |
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101.SCH* |
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XBRL Taxonomy Extension Schema Document. |
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101.CAL* |
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XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF* |
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XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB* |
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XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE* |
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XBRL Taxonomy Extension Presentation Linkbase Document. |
* | In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. |
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