U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): May 20, 2002 Toys "R" Us, Inc. (Exact name of registrant as specified in its Charter) Delaware 1-11609 22-3260693 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 461 From Road, Paramus, New Jersey 07652 ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 262-7800 Item 5. Other Matters This report relates to certain announcements made by the Registrant in the following Press Release, dated May 20, 2002: FROM: Ursula H. Moran (201) 802-5444 Louis Lipschitz (201) 802-5548 Investor Relations Chief Financial Officer Rebecca Caruso (201) 599-8090 Media Relations FOR: Toys "R" Us, Inc. (NYSE: TOY) FOR IMMEDIATE RELEASE TOYS "R" US REPORTS FIRST QUARTER FISCAL 2002 RESULTS PARAMUS, NEW JERSEY, MAY 20, 2002 - Toys "R" Us, Inc. announced today results for the first quarter ended May 4, 2002. Total sales for the first quarter of 2002 increased 2%, to $2.1 billion from the first quarter of 2001. The company reported a first quarter 2002 net loss of $(4) million, or $(0.02) per share, compared with a net loss of $(18) million, or $(0.09) per share, reported for the first quarter of 2001. John Eyler, Chairman and Chief Executive Officer, stated, "As we indicated in our guidance on May 13, sales at our U.S. toy stores were somewhat soft primarily due to weakness in our outdoor seasonal categories, and a pronounced slowdown in the video business in April as some consumers anticipated video hardware price cuts which were announced last week. However, we are encouraged by the continued strengthening of our core toy sales in our U.S. toy stores, which achieved a 5% comparable store sales increase during the quarter. Our renovated Mission Possible stores maintained a positive sales gap over our un-renovated stores, with the 2001 Mission Possible stores achieving a 7% comparable store sales gap in the first quarter. We are now in the third year of our three-year plan to reposition our U.S. toy stores, and we are pleased with the progress to date. During the first quarter of 2002, we renovated an additional 30 toy stores in the U.S. to our Mission Possible format, and we are on track to have the entire U.S. chain operating in this format for the 2002 holiday season. Our U.S. toy store inventories, as well as total company inventories, were down 5% compared to the end of the 2001 first quarter. We believe that the improvements being made to our business will enhance the financial performance of Toys "R" Us for the full year, and we are comfortable with the current Wall Street consensus estimate of $1.14 for the year. In addition, we expect to complete our previously announced offerings of equity and equity-linked securities before the end of this month." Business Segment Performance The company's U.S. toy store division reported a comparable store sales decrease of 2% for the first quarter of 2002, but reported an operating earnings improvement of 56% for the same period due to improved margin and expense control disciplines. In conjunction with the previously announced plan to remodel the remainder of its toy stores, or approximately 250 stores, to the Mission Possible format during fiscal 2002 the company will continue to have a number of stores under construction at any point in time through the end of the third quarter. During the first quarter a total of 115 stores were under construction. Comparable toy store sales increased 10% in local currencies in the International division. Many of the initiatives underway in the company's U.S. toy stores are also being implemented in the international stores, including improvements in merchandise content and presentation as well as customer service programs. The Babies "R" Us business posted a 12% increase in total sales, a 3% increase in comparable store sales, and a 22% increase in operating earnings, in comparison with the year-ago period. The company plans to continue to expand this division, and it remains on track with plans to add approximately 20 new Babies "R" Us stores, 6 of which opened in the first quarter, to the division this year. The Kids "R" Us business reported a 12% comparable store sales decrease versus the first quarter of last year. The company is pleased with the performance of its 11 recently converted prototype stores. The company expects to remodel an additional 30 stores to the new prototype before the back to school season, and to convert approximately 100 existing toy stores to Toys "R" Us/ Kids "R" Us combo stores during 2002. At Toysrus.com, sales increased 57%, to $46 million from $29 million in the first quarter of last year, and operating losses decreased to $(14) million. The sales increase was driven by increased sales at Babiesrus.com and improved sales in the core toy and Imaginarium businesses which were offset somewhat by slower growth in video. Babiesrus.com sales grew over 85% in the first quarter, benefiting from better merchandise selection coupled with operating on the Amazon.com platform during 2002. Expenses were reduced by the elimination of the duplicative costs of operating the Babiesrus.com website and distribution facility during the first quarter of 2001 as well as the continued effort of the Toysrus.com team to reduce overhead expenses as a step towards profitability. Toys "R" Us, one of the world's leading retailers of toys, children's apparel and baby products, currently sells merchandise through 1,607 stores worldwide: 700 toy stores in the United States; 511 international toy stores, including franchise stores; 183 Kids "R" Us children's clothing stores, 170 Babies "R" Us stores and 43 Imaginarium stores, and through its Internet sites at www.toysrus.com, www.babiesrus.com and www.imaginarium.com. First Quarter Ended: 5/4/02 5/5/01 ------------------- ------ ------ Net sales $ 2,095,000,000 $ 2,061,000,000 Operating earnings $ 22,000,000 $ 2,000,000 Loss before income taxes $ (6,000,000) $ (28,000,000) Net loss $ (4,000,000) $ (18,000,000) Basic loss per share $ (0.02) $ (0.09) Diluted loss per share $ (0.02) $ (0.09) Average basic shares outstanding 197,000,000 197,600,000 Average diluted shares outstanding 200,700,000 207,800,000This press release contains certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Such statements should be considered as subject to risks and uncertainties that exist in the company's operations and business environment that could render actual outcomes and results materially different than predicted. Factors that could constitute risks are set forth in documents filed by the company with the Securities and Exchange Commission. ***** Registration statements relating to the common stock and equity security units have been filed with the Securities and Exchange Commission but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statements become effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. 2 TOYS "R" US, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share information) (unaudited) ----------------------------------- QUARTER ENDED May 4, 2002 May 5, 2001 Net sales $ 2,095 $ 2,061 Cost of sales 1,413 1,396 ---------------- ---------------- Gross margin 682 665 Selling, general and administrative expenses 581 590 Depreciation & amortization 79 73 ---------------- ---------------- Total operating expenses 660 663 ---------------- ---------------- Operating earnings 22 2 Interest expense - net (28) (30) ---------------- ---------------- LOSS BEFORE INCOME TAXES (6) (28) Income taxes (2) (10) ---------------- ---------------- NET LOSS (4) (18) Diluted loss per share $ (0.02) $ (0.09) ================ ================ Average basic shares outstanding 197.0 197.6 ================ ================ Average diluted shares outstanding 200.7 207.8 ================= ================ Common shares outstanding 197.4 198.1 ================ ================ ----------------------------------- The Company adopted SFAS No. 142 "Goodwill and Other Intangible Assets", which was effective for fiscal years beginning after December 15, 2001, on February 3rd 2002. Accordingly, application of the non-amortization provisions resulted in a decrease in net loss of $2 million for the quarter ended May 4th 2002. 3 TOYS "R" US, INC. AND SUBSIDIARIES SEGMENT INFORMATION (In Millions) (unaudited) ------------------------------------------------------------------------------ QUARTER ENDED ------------------------------------- May 4, 2002 May 5, 2001 ---------------------------------------------------------------------------- Net Sales Toys "R" Us - U.S. $ 1,202 $ 1,227 Toys "R" Us - International 307 285 Babies "R" Us 413 370 Toysrus.com 46 29 Kids "R" Us 127 150 ----------------------------------------------------------------------------- Total $ 2,095 $ 2,061 ----------------------------------------------------------------------------- Operating earnings/(loss) Toys "R" Us - U.S. $ 25 $ 16 Toys "R" Us - International (14) (12) Babies "R" Us 49 40 Toysrus.com, net of minority interest (14) (24) Other (24) (18) ------------------------------------- Operating earnings 22 2 Interest expense, net (28) (30) ----------------------------------------------------------------------------- Loss before income taxes (6) (28) ---------------------------------------------------------------------------- Included in the category classified as "Other" are the operating results of the Kids "R" Us division and equity in the net earnings of Toys - Japan, as well as other corporate related items. 4 TOYS "R" US, INC. AND SUBSIDIARIES Summary Consolidated Balance Sheets (in Millions) (unaudited) ----------------------------------------------------------------------------- May 4, 2002 May 5, 2001 February 2, 2002 ----------- ----------- ---------------- ASSETS ------ Cash and cash equivalents $ 452 $ 291 $ 283 Merchandise inventories 2,241 2,353 2,041 Other current assets 293 255 307 --------------------------------------------- Total current assets 2,986 2,899 2,631 Property and equipment, net 4,577 4,252 4,544 Goodwill, net and Other assets 884 857 901 --------------------------------------------- Total Assets 8,447 8,008 8,076 ================================================= ----------------------------------------------------------------------------- LIABILITIES and STOCKHOLDERS' EQUITY Short-term borrowings $ 517 $ 641 $ - Accounts payable 931 958 878 Other current liabilities 816 791 1,122 ------------------------------------------------ Total Current Liabilities 2,264 2,390 2,000 Long-term debt 1,872 1,566 1,816 Other non-current liabilities 797 591 793 Minority Interest in Toysrus.com 50 66 53 Total stockholders' equity 3,464 3,395 3,414 ------------------------------------------------- Total Liabilities and Stockholders' Equity $ 8,447 $ 8,008 $ 8,076 ================================================= -------------------------------------------------------------------------- 5 TOYS "R" US, INC. AND SUBSIDIARIES Summary Statements of Consolidated Cash Flows (in Millions) (unaudited) --------------------------------------------------------------------------- QUARTER ENDED ----------------------------------------- May 4, 2002 May 5, 2001 ----------- ----------- Cash Flows from Operating Activities Net earnings / (loss) $ (4) $ (18) Depreciation and amortization 79 73 Minority Interest in Toysrus.com (3) (4) Other 0 (5) Changes in operating assets and liabilities (394) (483) ----------------------------------------------------------- Net Cash From Operating Activities (322) (437) ----------------------------------------------------------------------------- Cash Flows from Investing Activities Capital expenditiures, net (57) (97) ----------------------------------------------------------------------------- Net Cash from Investing Activities (57) (97) ---------------------------------------------------------------------------- Cash Flows from Financing Activities Short-term borrowings, net 517 54 Long-term borrowings, net 25 466 Other - 10 ----------------------------------------------------------------------------- Net Cash From Financing Activities 542 530 ---------------------------------------------------------------------------- ------------------------------------------------------------------------------ Effect of exchange rate changes on cash and cash equivalents 6 20 ----------------------------------------------------------------------------- Cash and Cash Equivalents: Increase / (decrease) during period 169 16 Beginning of period 283 275 ----------------------------------------- End of period $ 452 $ 291 ========================================= ---------------------------------------------------------------------------- #################### 6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 20, 2002 By: /s/ Louis Lipschitz Name: Louis Lipschitz Title: Executive Vice President and Chief Financial Officer