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EXHIBIT 99.1

 

 

KATE SPADE & COMPANY REPORTS FIRST QUARTER 2015 RESULTS

 

·

First quarter 2015 net sales increased 28%, adjusting for previously announced wind-down operations and excluding certain non-comparable items in 2014, or 14% on a reported basis

·

First quarter 2015 direct-to-consumer comparable sales growth of 9%

·

First quarter 2015 Adjusted EBITDA Excluding Wind-Down Operations was $28 million, or Adjusted EBITDA of $25 million, compared to $17 million for first quarter 2014

·

First quarter 2015 adjusted diluted earnings per share of $0.03, excluding a loss of ($0.02) related to results of wind-down operations

·

Reaffirms 2015 guidance for net sales of $1.2 billion to $1.275 billion and Adjusted EBITDA of $185 million to $200 million, each excluding wind-down operations

 

 

NEW YORK, NY – MAY 7, 2015 – Kate Spade & Company (NYSE:KATE) today announced results for the first quarter ended April 4, 2015.

 

Net sales for the first quarter of 2015, excluding sales for wind-down operations, were $240 million, an increase of $53 million, or 28.4% compared to the first quarter of 2014, adjusting 2014 net sales for wind-down operations and excluding the impacts of the 53rd week, changes in foreign currency exchange rates and 2015 strategic initiatives.  Refer to the table entitled “Reconciliation of Non-GAAP Net Sales Information” for a reconciliation from GAAP results.

 

Reported net sales for the first quarter of 2015 were $255 million, an increase of $32 million, or 14.2%, from the comparable 2014 period.

 

Craig A. Leavitt, Chief Executive Officer of Kate Spade & Company, said:  “This quarter, our overall performance reflects positive momentum across our four category pillars – women’s, men’s, children’s and home – with a pro-forma net sales increase of 28% and direct-to-consumer comparable sales growth of 9%. Our channel-agnostic approach and emphasis on improving quality of sale continue to drive brand awareness, customer engagement and product demand.”

 

Mr. Leavitt concluded: “Looking ahead, we’ll continue to focus on driving profitability, accelerating growth across geographies and product categories and broadening our customer base. We are confident in the strength of our business model and are making significant progress toward becoming a $4 billion business at retail.”

 

George Carrara, President and Chief Operating Officer of Kate Spade & Company, added:  “We are pleased with our overall first quarter profitability and reaffirm our 2015 guidance as we remain steadily on course to achieve full year Adjusted EBITDA margin in excess of 15%.  We continue to focus the use of capital and resources to maximize profitability.”

 

For the first quarter of 2015 on a GAAP basis, loss from continuing operations was $54 million, or ($0.42) per share, compared to loss from continuing operations of $38 million, or ($0.31) per share, for the first quarter of 2014. Adjusted diluted earnings per share from continuing operations in the first quarter of 2015 were $0.01, compared to an adjusted loss of ($0.04) per share in the first quarter of 2014.

 

The Company will host a conference call at 8:30 am Eastern time today to discuss its results for the first quarter 2015. The dial-in number is 1-888-694-4676 with pass code 25318827. The webcast and slides accompanying the prepared remarks can be accessed via the Investor Relations section of

 



 

the Kate Spade & Company website at www.katespadeandcompany.com. An archive of the webcast will be available on the website. Additional information on the results of the Company’s operations is available in the Company’s Form 10-Q for the first quarter 2015, to be filed with the Securities and Exchange Commission.

 

The Company determined each of the Kate Spade Saturday, Jack Spade, Kate Spade Brazil and Adelington Design Group initiatives do not represent a strategic shift in the Company’s operations and therefore will not present their activities as discontinued operations.

 

Adjustments to net sales for wind-down operations include net sales for Kate Spade Saturday, Jack Spade brick and mortar locations, Kate Spade Brazil and Adelington Design Group brand closures in both periods. In addition to those items, the impacts of the 53rd week, changes in foreign currency exchange rates and strategic initiatives, including quality of sale and the conversion of the Hong Kong, Macau and Taiwan territories to a joint venture are adjusted in 2014.  Refer to the table entitled “Reconciliation of Non-GAAP Net Sales Information” for a reconciliation from GAAP results.

 

The adjusted results for the first quarter 2015 and 2014, as well as 2015 guidance, exclude the impact of expenses incurred in connection with the Company’s streamlining initiatives (such as severance costs, contract termination costs, asset write-downs and other costs) and brand-exiting activities, acquisition related costs and loss on settlement of note receivable. The adjusted results for 2015 also exclude a $26 million charge related to the termination of certain contracts with the Company’s former joint venture partner in Kate Spade China Co., Ltd. The Company believes that the adjusted results for such periods represent a more meaningful presentation of its historical operations and financial performance since these results provide period to period comparisons that are consistent and more easily understood. In addition to those items, the Company presents its 2015 adjusted results further adjusted to exclude the results of wind-down operations (Kate Spade Saturday, Jack Spade brick and mortar, Kate Spade Brazil and Adelington Design Group brand closures).  The Company believes that the adjusted results excluding wind-down operations provide a meaningful presentation of its 2015 results on a go-forward basis and on a consistent basis with the Company’s 2015 guidance. The attached tables, captioned “Reconciliation of Non-GAAP Financial Information,” provide a full reconciliation of actual results to the adjusted results. The Company presents Adjusted EBITDA, which it defines as income (loss) from continuing operations, adjusted to exclude income tax provision (benefit), interest expense, net, depreciation and amortization, net, expenses incurred in connection with the Company’s streamlining initiatives, brand-exiting activities, acquisition related costs, non-cash impairment charges, losses on asset disposals, loss on settlement of note receivable, non-cash share-based compensation expense and unrealized and certain realized foreign currency transaction adjustments, net. The Company presents the above-described Adjusted EBITDA measures because it considers them important supplemental measures of its performance and believes they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry.  The Company also presents Adjusted EBITDA Excluding Wind-Down Operations, which the Company defines as Adjusted EBITDA further adjusted to remove the Adjusted EBITDA of Kate Spade Saturday, Jack Spade brick and mortar, Kate Spade Brazil and the Adelington Design Group brand closures.  The Company believes this Adjusted EBITDA measure provides a meaningful presentation of its 2015 results on a go-forward basis that is consistent with its 2015 guidance.

 

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FIRST QUARTER RESULTS

 

Overall Results

 

Net sales for the first quarter of 2015, excluding sales for wind-down operations, were $240 million, an increase of $53 million, or 28.4% compared to the first quarter of 2014, adjusting 2014 net sales for wind-down operations and excluding the impacts of the 53rd week, changes in foreign currency exchange rates and the 2015 strategic initiatives.  Reported net sales for the first quarter of 2015 were $255 million, an increase of $32 million, or 14.2%, from the comparable 2014 period. First quarter 2015 direct-to-consumer comparable sales growth was 9%, or 6% excluding eCommerce.

 

Disclosure of comparable sales per square foot in prior periods included Kate Spade Saturday, Jack Spade and Kate Spade Brazil productivity and sales for the 53rd week in 2014.  The company reported comparable sales per square foot of $1,513 for the year ended January 3, 2015.  Including adjustments for both the additional week and wind-down operations, comparable sales per square foot were $1,579 for the year ended January 3, 2015.  Comparable sales per square foot for kate spade new york were $1,538 for the latest twelve months, compared to $1,579 for the twelve month period ended January 3, 2015.  The sales per square foot for kate spade new york comparable stores for the latest twelve months increased compared to the prior period when adjusting both periods to (i) include in the comparable sales results of stores that were relocated to former Juicy Couture locations and became non-comparable during 2014 and (ii) remove the impact of changes in foreign currency exchange rates.

 

Gross profit as a percentage of net sales was 62.0%, excluding the impact of wind-down operations and was favorably impacted by timing. On a reported basis, gross profit decreased to 60.6% in the first quarter of 2015, compared to 61.2% in the comparable 2014 period.

 

Selling, general & administrative expenses were $137 million, or 57.4% of net sales, excluding the results of wind-down operations, expenses associated with streamlining activities and a $26 million charge in the first quarter of 2015 to terminate contracts with the Company’s former joint venture partner in China.  On a reported basis, selling, general and administrative expenses increased to $192 million, or 75.1% of net sales in the first quarter of 2015, compared to $164 million, or 73.2% of net sales in the first quarter of 2014.

 

Loss on settlement of note receivable was $10 million in the first quarter of 2015 and represented a prepayment discount on the seller note receivable the Company received in connection with the sale of Lucky Brand.

 

Interest expense, net decreased to $3 million in the first quarter of 2015, compared to $10 million in the first quarter of 2014.

 

Net Debt decreased to $199 million at the end of the first quarter of 2015 from $267 million at the end of the first quarter of 2014, primarily due to the prepayment of the Lucky Brand seller note.

 

Segment Highlights

 

Net sales and Segment Adjusted EBITDA for our reportable segments are provided below.

 

Segment Adjusted EBITDA excludes: (i) depreciation and amortization; (ii) charges due to streamlining initiatives, brand-exiting activities and acquisition related costs; (iii) losses on asset

 

3



 

disposals and impairments; and (iv) a $26 million charge in the first quarter of 2015 to terminate contracts with the Company’s former joint venture partner in China.  The costs of all corporate departments that serve the respective segment are fully allocated. The Company does not allocate amounts reported below Operating income (loss) to its reportable segments, other than equity income (loss) in its equity method investees. The Company’s definition of Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

 

Kate Spade North America

 

Kate Spade North America net sales for the first quarter of 2015, excluding sales for wind-down operations, were $187 million, an increase of $44 million, or 30.8% compared to the first quarter of 2014, adjusting for wind-down operations and excluding the impacts of the 53rd week, changes in foreign currency exchange rates and quality of sale initiatives in 2014.  Reported net sales for the first quarter of 2015 were $196 million, an increase of $32 million, or 19.4%, from the comparable 2014 period.

 

Store counts and key operating metrics for kate spade new york stores are as follows:

We ended the quarter with 92 specialty retail stores and 60 outlet stores, reflecting the net addition over the last 12 months of 15 specialty retail stores and 18 outlet stores; and

Average retail square footage in the first quarter of 2015 was approximately 345 thousand square feet, a 37.5% increase compared to 2014.

 

 

The store counts at the end of the quarter excluded 1 specialty and 1 outlet store for Kate Spade Saturday expected to close in the second quarter of 2015.

 

Kate Spade North America Segment Adjusted EBITDA Excluding Wind-Down Operations was $20 million (10.9% of net sales) for the first quarter of 2015.  Kate Spade North America Segment Adjusted EBITDA, including results of wind-down operations was $18 million (9.2% of net sales) for the first quarter of 2015, compared to $16 million (9.9% of net sales), for the first quarter of 2014.

 

Kate Spade International

 

Kate Spade International net sales for the first quarter of 2015, excluding sales for wind-down operations, were $47 million, an increase of $7 million, or 18.0%, adjusting for wind-down operations and excluding the impacts of the 53rd week and changes in foreign currency exchange rates.  Reported net sales for the first quarter of 2015 were $52 million, a decrease of $1 million, or (1.7)%, from the comparable 2014 period.

 

Store counts and key operating metrics for kate spade new york stores are as follows:

We ended the quarter with 26 specialty retail stores, 51 concessions and 13 outlet stores, reflecting the net addition over the last 12 months of 6 concessions and 3 outlet stores and a net reduction of 3 specialty stores, including the conversion of 6 specialty stores, 3 concessions and 1 outlet store totaling 11 thousand square feet in Hong Kong, Macau and Taiwan to a joint venture; and

Average retail square footage in the first quarter of 2015 was approximately 89 thousand square feet, a 22.8% increase compared to 2014.

 

The store counts at the end of the quarter included 7 specialty and 1 outlet kate spade new york stores in Brazil that will be transitioned to a partner or closed in 2015 in connection with our new Latin America distribution agreement.

 

4



 

The store counts at the end of the quarter excluded 9 Kate Spade Saturday and 2 Jack Spade stores or concessions expected to close by the end of the third quarter of 2015 in connection with the announced wind-down initiatives.

 

Kate Spade International Segment Adjusted EBITDA Excluding Wind-Down Operations was $6 million (13.6% of net sales) for the first quarter of 2015.  Kate Spade International Segment Adjusted EBITDA, including results of wind-down operations, was $5 million (9.5% of net sales) for the first quarter of 2015, compared to $1 million (2.8% of net sales), for the first quarter of 2014.

 

Adelington Design Group

 

Adelington Design Group net sales for the first quarter of 2015, excluding wind-down operations were $6 million, an increase of $2 million or 45.4% adjusting for wind-down operations in 2014.  Reported net sales were $7 million, a 12.0% increase compared to 2014, principally reflecting increases in Liz Claiborne and Monet.

 

Adelington Design Group Segment Adjusted EBITDA Excluding Wind-Down Operations was $1 million (22.5% of net sales), in the first quarter of 2015. Adelington Design Group Segment Adjusted EBITDA in the first quarter of 2015 was $2 million (23.1% of net sales) and flat ((6.0)% of net sales) in the first quarter of 2014.

 

ABOUT KATE SPADE & COMPANY

 

Kate Spade & Company (NYSE: KATE) designs and markets accessories and apparel principally under two global, multichannel lifestyle brands: kate spade new york and Jack Spade.  With collections spanning demographics, genders and geographies, the brands are intended to accent customers’ interesting lives and inspire adventure at each turn. The Company also owns the Adelington Design Group, a private brand jewelry design and development group that markets brands through department stores and serves jcpenney via exclusive supplier agreements for the Liz Claiborne and Monet jewelry lines. The Company also has a license for the Liz Claiborne New York brand, available at QVC, and Lizwear, which is distributed through the club store channel.  Visit www.katespadeandcompany.com for more information.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Statements contained in, or incorporated by reference into, this press release, future filings by us with the Securities and Exchange Commission (“SEC”), and oral statements made by, or with the approval of, our authorized personnel, that relate to our future performance or future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements are indicated by words or phrases such as “intend,” “anticipate,” “plan,” “estimate,” “target,” “aim,” “forecast,” “project,” “expect,” “believe,” “we are optimistic that we can,” “current visibility indicates that we forecast,” “contemplation” or “currently envisions” and similar phrases.

 

Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control, that could cause actual results to differ materially from those suggested by the forward-looking

 

5



 

statements, including, without limitation our ability to successfully implement our long-term strategic plans; general economic conditions in the United States, Asia, Europe and other parts of the world; our exposure to currency fluctuations; levels of consumer confidence, consumer spending and purchases of discretionary items, including fashion apparel and related products, such as ours; changes in the cost of raw materials, occupancy, labor, advertising and transportation which could impact prices of our products; our ability to expand into markets outside of the US, including our ability to promote brand awareness in our international markets, find suitable partners in certain of those markets and hire and retain key employees for those markets; our ability to maintain targeted profit margins and levels of promotional activity; our ability to optimize our product offerings, in order to anticipate and respond timely to constantly changing consumer demands and tastes and fashion trends, across multiple brands, product lines, shopping channels and geographies; the impact of the highly competitive nature of the markets within which we operate, both within the US and abroad; issues related to our current level of debt, including an inability to pursue certain business strategies because of the restrictive covenants in the agreements governing our debt and our potential inability to obtain the capital resources needed to operate and grow our business; restrictions in the credit and capital markets, which would impair our ability to access additional sources of liquidity, if needed; our ability to expand our retail footprint with profitable store locations; our ability to implement operational improvements and realize economies of scale in finished product and raw material costs in connection with growth in our business; our ability to expand into new product categories; our ability to successfully implement our marketing initiatives; our ability to complete the wind-down of our Kate Spade Saturday business, Jack Spade retail store operations and our owned business in Brazil in a satisfactory manner and to manage the associated costs, including the impact on our relationships with our employees, vendors, distributors and landlords and unanticipated expenses and charges that may occur, such as litigation risk, including litigation regarding employment and workers’ compensation; risks associated with the various businesses we have disposed, including compliance with our transition service requirements; our dependence on a limited number of large US department store customers, and the risk of consolidations, restructurings, bankruptcies and other ownership changes in the retail industry and financial difficulties at our larger department store customers; risks associated with decreased diversification of our business as a result of the reduction of our brand portfolio to the Kate Spade and Adelington Design Group businesses; risks associated with material disruptions in our information technology systems, both owned and licensed, and with our third party eCommerce platforms and operations; risks associated with data security, including privacy breaches; risks associated with credit card fraud and identity theft; our ability to attract and retain talented, highly qualified executives, and maintain satisfactory relationships with our employees; our ability to adequately establish, defend and protect our trademarks and other proprietary rights; risks associated with the dependence of our Adelington Design Group business on third party arrangements and partners; our reliance on independent foreign manufacturers, including the risk of their failure to comply with safety standards or our policies regarding labor practices; risks associated with having a buying/sourcing agreement which results in a single third party foreign buying/sourcing agent for a significant portion of our apparel products and transitioning buying/sourcing  activities for our non-apparel products to an in-house model; risks associated with our arrangement to operate our leased Ohio distribution facility with a third party operations and labor management company that provides distribution operations services, including risks related to increased operating expenses, systems capabilities and operating under a third party arrangement; risks associated with severe weather, natural disasters, public health crises, war, terrorism or other catastrophic events; a variety of legal, regulatory, political, labor and economic risks, including risks related to the importation and exportation of product, tariffs and other trade barriers; our ability to adapt to and compete effectively in the current quota environment in which general quota has expired on apparel products, but political activity seeking to re-impose quota has been initiated or threatened; risks associated with third party service providers, both domestic and overseas,

 

6



 

including service providers in the area of e-commerce; limitations on our ability to utilize all or a portion of our US deferred tax assets if we experience an “ownership change”; and the outcome of current and future litigation and other proceedings in which we are involved.

 

The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All subsequent written and oral forward-looking statements concerning the matters addressed in this press release and attributable to us or any person acting on our behalf are qualified by these cautionary statements. Forward-looking statements are based on current expectations only and are not guarantees of future performance, and are subject to certain risks, uncertainties and assumptions, including those described in this press release, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2015, to be filed with the SEC, including in the sections entitled “Item 1A-Risk Factors” and “Statement Regarding Forward Looking Statements.” We may change our intentions, beliefs or expectations at any time and without notice, based upon any change in our assumptions or otherwise. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. In addition, some factors are beyond our control. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

 

Investor Relations Contact:

Priya Trivedi, Vice President, Finance & Treasurer, Kate Spade & Company, 201.295.6110, ptrivedi@katespade.com

 

Media Contact:

Emily Garbaccio, Vice President, Communications, Kate Spade & Company, 212.739.6552, egarbaccio@katespade.com

 

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KATE SPADE & COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(All amounts in thousands, except per common share data)

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

 

 

April 4, 2015

 

% of

 

April 5, 2014

 

% of

 

 

(13 Weeks)

 

Sales

 

(14 Weeks)

 

Sales

 

 

 

 

 

 

 

 

 

Net Sales

 

$

255,316

 

100.0  %

 

$

223,614

 

100.0  %

Cost of goods sold

 

100,589

 

39.4  %

 

86,791

 

38.8  %

Gross Profit

 

154,727

 

60.6  %

 

136,823

 

61.2  %

Selling, general & administrative expenses

 

191,853

 

75.1  %

 

163,750

 

73.2  %

Operating Loss

 

(37,126

)

(14.5) %

 

(26,927

)

(12.0) %

Other expense, net

 

(1,395

)

(0.5) %

 

(153

)

(0.1) %

Loss on settlement of note receivable

 

(9,873

)

(3.9) %

 

-    

 

-      

Interest expense, net

 

(3,364

)

(1.3) %

 

(9,522

)

(4.3) %

Loss Before Provision for Income Taxes

 

(51,758

)

(20.3) %

 

(36,602

)

(16.4) %

Provision for income taxes

 

1,801

 

0.7  %

 

1,806

 

0.8  %

Loss from Continuing Operations

 

(53,559

)

(21.0) %

 

(38,408

)

(17.2) %

Discontinued operations, net of income taxes

 

(1,662

)

 

 

84,578

 

 

Net (Loss) Income

 

$

(55,221

)

 

 

$

46,170

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

Basic & Diluted

 

 

 

 

 

 

 

 

Loss from Continuing Operations

 

$

(0.42

)

 

 

$

(0.31

)

 

Net (Loss) Income

 

$

(0.43

)

 

 

$

0.37

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares, Basic and Diluted (a)

 

127,489

 

 

 

124,403

 

 

 

 

 

 

 

(a)      Because the Company incurred a loss from continuing operations for the three months ended April 4, 2015 and April 5, 2014, all potentially dilutive shares are antidilutive.  Accordingly, basic and diluted weighted average shares outstanding are equal for such periods.

 



 

KATE SPADE & COMPANY

CONSOLIDATED BALANCE SHEETS

 

(All amounts in thousands)

 

 

 

 

April 4, 2015

 

 

 

April 5, 2014

 

Assets

 

 

 

 

Current Assets:

 

 

 

 

Cash and cash equivalents

 

$

 212,649

 

$

 128,477

Accounts receivable - trade, net

 

72,646

 

87,053

Inventories, net

 

182,503

 

210,110

Other current assets

 

40,576

 

54,092

Assets held for sale

 

-    

 

11,282

Total current assets

 

508,374

 

491,014

 

 

 

 

 

Property and Equipment, Net

 

168,037

 

155,783

Goodwill

 

49,355

 

71,914

Intangibles, Net

 

87,573

 

94,270

Note Receivable

 

-    

 

85,877

Other Assets

 

48,541

 

37,780

Total Assets

 

$

 861,880

 

$

 936,638

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

Current Liabilities:

 

 

 

 

Short-term borrowings

 

$

 12,472

 

$

 5,322

Other current liabilities

 

227,185

 

293,434

Liabilities held for sale

 

-    

 

7,628

Total current liabilities

 

239,657

 

306,384

 

 

 

 

 

Long-Term Debt

 

399,245

 

390,273

Other Non-Current Liabilities

 

71,967

 

173,672

Stockholders’ Equity

 

151,011

 

66,309

Total Liabilities and Stockholders’ Equity

 

$

 861,880

 

$

 936,638

 



 

KATE SPADE & COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands)

 

 

 

 

Three Months Ended

 

 

 

 

April 4, 2015

 

April 5, 2014

 

 

 

 

(13 Weeks)

 

(14 Weeks)

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net (loss) income

 

$

(55,221

)

$

46,170

 

Adjustments to arrive at loss from continuing operations

 

1,662

 

(84,578

)

Loss from continuing operations

 

(53,559

)

(38,408

)

 

 

 

 

 

 

Adjustments to reconcile loss from continuing operations to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

12,461

 

11,828

 

Loss on asset disposals and impairments, including streamlining initiatives, net

 

6,949

 

890

 

Share-based compensation

 

6,003

 

20,224

 

Loss on settlement of note receivable

 

9,873

 

-    

 

Foreign currency losses (gains), net

 

501

 

(874

)

Other, net

 

559

 

307

 

Changes in assets and liabilities:

 

 

 

 

 

Decrease (increase) in accounts receivable - trade, net

 

16,798

 

(939

)

Increase in inventories, net

 

(32,612

)

(41,031

)

Decrease (increase) in other current and non-current assets

 

3,429

 

(5,588

)

Increase (decrease) increase in accounts payable

 

9,132

 

(1,257

)

Decrease in accrued expenses and other non-current liabilities

 

(16,985

)

(13,726

)

Net change in income tax assets and liabilities

 

586

 

(1,060

)

Net cash used in operating activities of discontinued operations

 

(6,457

)

(28,956

)

Net cash used in operating activities

 

(43,322

)

(98,590

)

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

Proceeds from sales of property and equipment

 

816

 

-    

 

Purchases of property and equipment

 

(14,671

)

(26,874

)

Payments for purchases of businesses

 

-    

 

(32,268

)

Proceeds from sales of joint venture interests, net

 

18,966

 

-    

 

Payments for joint venture interest

 

(10,000

)

-    

 

Payments for in-store merchandise shops

 

(482

)

(774

)

Net proceeds from settlement of note receivable

 

75,128

 

-    

 

Other, net

 

(96

)

72

 

Net cash (used in) provided by investing activities of discontinued operations

 

(49

)

129,642

 

Net cash provided by investing activities

 

69,612

 

69,798

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

Proceeds from borrowings under revolving credit agreement

 

2,000

 

1,908

 

Repayment of Term Loan

 

(1,000

)

-    

 

Principal payments under capital lease obligations

 

(110

)

(98

)

Proceeds from exercise of stock options

 

2,406

 

30,336

 

Payment of deferred financing fees

 

(443

)

(982

)

Net cash provided by financing activities

 

2,853

 

31,164

 

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

(538

)

(533

)

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

28,605

 

1,839

 

Cash and Cash Equivalents at Beginning of Period

 

184,044

 

130,222

 

Cash and Cash Equivalents at End of Period

 

212,649

 

132,061

 

Less: Cash and Cash Equivalents Held for Sale

 

-    

 

3,584

 

Cash and Cash Equivalents

 

$

212,649

 

$

128,477

 

 



 

KATE SPADE & COMPANY

SEGMENT REPORTING

(Dollars in thousands)

 

 

 

 

 

Segment

 

% of

 

 

Net Sales

 

Adjusted EBITDA (a)

 

Sales

Three Months Ended April 4, 2015 (13 Weeks)

 

 

 

 

 

 

 

KATE SPADE North America

 

 $

195,586

 

 $

18,072

 

9.2

  %

KATE SPADE International (b)

 

52,468

 

4,989

 

9.5

  %

Adelington Design Group

 

7,262

 

1,678

 

23.1

  %

Total - Reportable Segments

 

 $

255,316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment

 

% of

 

 

Net Sales

 

Adjusted EBITDA (a)

 

Sales

Three Months Ended April 5, 2014 (14 Weeks)

 

 

 

 

 

 

 

KATE SPADE North America

 

 $

163,753

 

 $

16,244

 

9.9

  %

KATE SPADE International (b)

 

53,375

 

1,475

 

2.8

  %

Adelington Design Group

 

6,486

 

(392

)

(6.0

) %

Other (c)

 

-    

 

(64

)

-

 

Total - Reportable Segments

 

 $

223,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)            Segment Adjusted EBITDA excludes: (i) depreciation and amortization; (ii) charges due to streamlining initiatives, brand-exiting activities and acquisition related costs; (iii) losses on asset disposals and impairments; and (iv) a $26 million charge in the first quarter of 2015 to terminate contracts with the Company’s former joint venture partner in China. The costs of all corporate departments that serve the respective segment are fully allocated. The Company does not allocate amounts reported below Operating income (loss) to its reportable segments, other than equity loss in its equity method investees. Refer to the tables entitled “Reconciliation of Non-GAAP Financial Information” for further information.

 

(b)            Amounts include equity in the losses of equity method investees of $738 and $298 for the three months ended April 4, 2015 and April 5, 2014, respectively.

 

(c)            Other consists of expenses principally related to distribution functions that were included in Juicy Couture and Lucky Brand historical results, but are not directly attributable to those businesses and therefore have not been included in discontinued operations.

 



 

KATE SPADE & COMPANY

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

(All amounts in thousands, except per share data)

 

 

 

Reported (a)

 

Streamlining
Initiatives and JV
Termination Fee
(b)

 

Adjusted Results

 

Results of Wind-Down
Operations
(c)

 

Adjusted Results
(Excluding Wind-
Down Operations)
(d)

 

 

Three Months Ended April 4, 2015 (13 Weeks)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Sales

 

$

255,316

 

 

 

$

255,316

 

$

(15,685

)

$

239,631

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KATE SPADE North America

 

195,586

 

 

 

195,586

 

(8,849

)

186,737

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KATE SPADE International

 

52,468

 

 

 

52,468

 

(5,119

)

47,349

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adelington Design Group

 

7,262

 

 

 

7,262

 

(1,717

)

5,545

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

154,727

 

 

 

154,727

 

(6,244

)

148,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

191,853

 

$

(44,548

)

147,305

 

(9,859

)

137,446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income

 

$

(37,126

)

$

44,548

 

$

7,422

 

$

3,615

 

$

11,037

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense, net

 

(1,395

)

 

 

(1,395

)

 

 

(1,395

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on settlement of note receivable

 

(9,873

)

9,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(3,364

)

 

 

(3,364

)

 

 

(3,364

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision (benefit) for income taxes (e)

 

1,801

 

(665

)

1,136

 

1,446

 

2,582

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income from Continuing Operations

 

$

(53,559

)

$

55,086

 

$

1,527

 

$

2,169

 

$

3,696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings per Common Share from Continuing Operations (f)

 

$

(0.42

)

 

 

$

0.01

 

 

 

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating income, per above

 

 

 

 

 

$

7,422

 

$

3,615

 

$

11,037

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization, asset impairments and losses on asset disposals, net (g)

 

12,278

 

(364

)

11,914

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation, net (h)

 

 

 

 

 

5,777

 

 

 

5,777

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense, net (i)

 

 

 

 

 

(894

)

 

 

(894

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

$

24,583

 

$

3,251

 

$

27,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KATE SPADE North America

 

 

 

 

 

$

18,072

 

$

2,241

 

$

20,313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KATE SPADE International (j)

 

 

 

 

 

4,989

 

1,441

 

6,430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adelington Design Group

 

 

 

 

 

1,678

 

(431

)

1,247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (k)

 

 

 

 

 

(156

)

 

 

(156

)

 

Adjusted EBITDA

 

 

 

 

 

$

24,583

 

$

3,251

 

$

27,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Represents the results of Kate Spade & Company in accordance with accounting principles generally accepted in the US.

(b) Represents charges due to streamlining initiatives comprised of: (i) payroll, contract termination costs, asset write-downs and other costs of $18,874; (ii) store closure, other brand-exiting and acquisition related credits of $(326); and (iii) a $26,000 charge related to the termination of certain contracts with the Company’s former joint venture partner in China.

(c) Represents adjustments to remove the adjusted results of KATE SPADE SATURDAY, JACK SPADE brick and mortar, Kate Spade Brazil and Adelington Design Group exiting brands (Trifari, Trina Turk and Kensie).

(d) Represents the adjusted results of the Company excluding the results of KATE SPADE SATURDAY, JACK SPADE brick and mortar, Kate Spade Brazil and Adelington Design Group brand closures.  This is presented in order to provide adjusted results on the same basis as the Company’s 2015 guidance.

(e) Adjustment reflects a normalized tax rate based on adjusted pretax income (loss).

(f) Adjusted diluted earnings per share for the three months ended April 4, 2015 are based on 128,074 shares outstanding.

(g) Excludes amortization included in Interest expense, net.

(h) Excludes $0.2 million of share-based compensation expense that was classified as restructuring.

(i) Amount is Other expense, net as shown above, net of foreign currency transaction adjustment of $501.

(j) Amounts include equity in the losses of equity method investees of $738.

(k) Amount is Other expense, net as shown above, net of foreign currency transaction adjustment of $501 and equity in the losses of equity method investees of $738.

 



 

KATE SPADE & COMPANY

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

(All amounts in thousands, except per share data)

 

 

 

Reported (a)

 

Streamlining Initiatives (b)

 

Adjusted Results

 

 

Three Months Ended April 5, 2014 (14 Weeks)

 

 

 

 

 

 

 

 

Total Net Sales

 

$

223,614

 

 

 

$

223,614

 

 

KATE SPADE North America

 

163,753

 

 

 

163,753

 

 

KATE SPADE International

 

53,375

 

 

 

53,375

 

 

Adelington Design Group

 

6,486

 

 

 

6,486

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

136,823

 

 

 

136,823

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

163,750

 

$

(28,946

)

134,804

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income

 

$

(26,927

)

$

28,946

 

$

2,019

 

 

 

 

 

 

 

 

 

 

 

Other expense, net

 

(153

)

 

 

(153

)

 

Interest expense, net

 

(9,522

)

 

 

(9,522

)

 

Provision (benefit) for income taxes (c)

 

1,806

 

(4,185

)

(2,379

)

 

Loss from Continuing Operations

 

$

(38,408

)

$

33,131

 

$

(5,277

)

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings per Common Share from Continuing Operations (d)

 

$

(0.31

)

 

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating income, per above

 

 

 

 

 

$

2,019

 

 

Depreciation and amortization, asset impairments and losses on asset disposals, net (e)

 

 

 

 

 

11,671

 

 

Share-based compensation, net (f)

 

 

 

 

 

3,871

 

 

Other expense, net (g)

 

 

 

 

 

(446

)

 

Adjusted EBITDA

 

 

 

 

 

$

17,115

 

 

 

 

 

 

 

 

 

 

 

KATE SPADE North America

 

 

 

 

 

$

16,244

 

 

KATE SPADE International (h)

 

 

 

 

 

1,475

 

 

Adelington Design Group

 

 

 

 

 

(392

)

 

Other (i)

 

 

 

 

 

(212

)

 

Adjusted EBITDA

 

 

 

 

 

$

17,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)    Represents the results of Kate Spade & Company in accordance with accounting principles generally accepted in the US.

(b)   Represents charges due to streamlining initiatives comprised of: (i) payroll, contract termination costs, asset write-downs and other costs of $28,931 and (ii) store closure, other brand-exiting and acquisition related costs of $15.

(c)    Adjustment reflects a normalized tax rate based on adjusted pretax income (loss).

(d)   Because the Company incurred a loss from continuing operations for the three months ended April 5, 2014, all potentially dilutive shares are antidilutive.  Accordingly, basic and diluted weighted average shares outstanding are equal for such period.

(e)    Excludes amortization included in Interest expense, net.

(f)    Excludes $16.4 million of share-based compensation expense that was classified as restructuring.

(g)   Amount is Other expense, net as shown above, net of foreign currency transaction adjustment of $(293).

(h)   Includes equity in the losses of equity method investee of $298.

(i)   Amount includes ($64) principally related to distribution functions that were included in Juicy Couture and Lucky Brand historical results, but are not directly attributable to those businesses and therefore have not been included in discontinued operations and Other expense, net, above, net of foreign currency transaction adjustment of ($293) and equity in the losses of equity method investee of $298.

 



 

KATE SPADE & COMPANY

RECONCILIATION OF NON-GAAP NET SALES INFORMATION

(Dollars in thousands)

 

 

The following table provides reconciliations of Net Sales as reported to Net Sales excluding wind-down operations (a) in 2015 and to Net Sales excluding wind-down operations and adjusting for the impacts of the 53rd week, changes in foreign currency exchange rates and strategic initiatives in 2014 (b).

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

April 4, 2015

 

 

April 5, 2014

 

Variance

 

 

 

 

(13 Weeks)

 

 

(14 Weeks)

 

$

 

%

 

Total Company

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales as reported

 

 

$

255,316

 

 

 

$

223,614

 

 

$

31,702

 

14.2%

 

Less:

Net sales for wind-down operations (a)

 

 

(15,685

)

 

 

(11,402

)

 

 

 

 

 

 

Net sales impact of strategic initiatives (b)

 

 

-

 

 

 

(1,500

)

 

 

 

 

 

 

Additional week in 2014

 

 

-

 

 

 

(17,900

)

 

 

 

 

 

 

Foreign currency impact

 

 

-

 

 

 

(6,163

)

 

 

 

 

 

Adjusted Net Sales

 

 

$

239,631

 

 

 

$

186,649

 

 

$

52,982

 

28.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KATE SPADE North America

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales as reported

 

 

$

195,586

 

 

 

$

163,753

 

 

$

31,833

 

19.4%

 

Less:

Net sales for wind-down operations (a)

 

 

(8,849

)

 

 

(4,857

)

 

 

 

 

 

 

North America quality of sale initiatives

 

 

-

 

 

 

(1,500

)

 

 

 

 

 

 

Additional week in 2014

 

 

-

 

 

 

(13,973

)

 

 

 

 

 

 

Foreign currency impact

 

 

-

 

 

 

(699

)

 

 

 

 

 

Adjusted Net Sales

 

 

$

186,737

 

 

 

$

142,724

 

 

$

44,013

 

30.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KATE SPADE International

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales as reported

 

 

$

52,468

 

 

 

$

53,375

 

 

$

(907

)

-1.7%

 

Less:

Net sales for wind-down operations (a)

 

 

(5,119

)

 

 

(3,872

)

 

 

 

 

 

 

Additional week in 2014

 

 

-

 

 

 

(3,927

)

 

 

 

 

 

 

Foreign currency impact

 

 

-

 

 

 

(5,464

)

 

 

 

 

 

Adjusted Net Sales

 

 

$

47,349

 

 

 

$

40,112

 

 

$

7,237

 

18.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adelington Design Group

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales as reported

 

 

$

7,262

 

 

 

$

6,486

 

 

$

776

 

12.0%

 

Less:

Net sales for wind-down operations (a)

 

 

(1,717

)

 

 

(2,673

)

 

 

 

 

 

Adjusted Net Sales

 

 

$

5,545

 

 

 

$

3,813

 

 

$

1,732

 

45.4%

 

 

 

 

 

 

 

 

 

 

 

(a)                 Represents net sales for KATE SPADE SATURDAY, JACK SPADE brick and mortar, Kate Spade Brazil and Adelington Design Group exiting brands (Trifari, Trina Turk and Kensie).

 

(b)                Represents the estimated impact on net sales of strategic initiatives announced in 2015, including the conversion of the Hong Kong, Macau and Taiwan territories to a joint venture and North America quality of sale initiatives.