Exhibit 99.3
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
September 30, 2023 | April 1, 2023 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 238 | $ | 249 | ||||
Receivables, net | 383 | 369 | ||||||
Inventories, net | 1,099 | 1,057 | ||||||
Prepaid expenses and other current assets | 270 | 195 | ||||||
Total current assets | 1,990 | 1,870 | ||||||
Property and equipment, net | 542 | 552 | ||||||
Operating lease right-of-use assets | 1,307 | 1,330 | ||||||
Intangible assets, net | 1,676 | 1,728 | ||||||
Goodwill | 1,268 | 1,293 | ||||||
Deferred tax assets | 308 | 296 | ||||||
Other assets | 255 | 226 | ||||||
Total assets | $ | 7,346 | $ | 7,295 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 355 | $ | 475 | ||||
Accrued payroll and payroll related expenses | 95 | 154 | ||||||
Accrued income taxes | 82 | 73 | ||||||
Short-term operating lease liabilities | 406 | 429 | ||||||
Short-term debt | 15 | 5 | ||||||
Accrued expenses and other current liabilities | 291 | 314 | ||||||
Total current liabilities | 1,244 | 1,450 | ||||||
Long-term operating lease liabilities | 1,291 | 1,348 | ||||||
Deferred tax liabilities | 508 | 508 | ||||||
Long-term debt | 2,079 | 1,822 | ||||||
Other long-term liabilities | 312 | 318 | ||||||
Total liabilities | 5,434 | 5,446 | ||||||
Commitments and contingencies | ||||||||
Shareholders’ equity | ||||||||
Ordinary shares, no par value; 650,000,000 shares authorized; 225,768,777 shares issued and 116,140,358 outstanding at September 30, 2023; 224,166,250 shares issued and 117,347,045 outstanding at April 1, 2023 | — | — | ||||||
Treasury shares, at cost (109,628,419 shares at September 30, 2023 and 106,819,205 shares at April 1, 2023) | (5,457 | ) | (5,351 | ) | ||||
Additional paid-in capital | 1,392 | 1,344 | ||||||
Accumulated other comprehensive income | 130 | 147 | ||||||
Retained earnings | 5,846 | 5,708 | ||||||
Total shareholders’ equity of Capri | 1,911 | 1,848 | ||||||
Noncontrolling interest | 1 | 1 | ||||||
Total shareholders’ equity | 1,912 | 1,849 | ||||||
Total liabilities and shareholders’ equity | $ | 7,346 | $ | 7,295 |
See accompanying notes to consolidated financial statements.
1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In millions, except share and per share data)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
September 30, 2023 | October 1, 2022 | September 30, 2023 | October 1, 2022 | |||||||||||||
Total revenue | $ | 1,291 | $ | 1,412 | $ | 2,520 | $ | 2,772 | ||||||||
Cost of goods sold | 459 | 461 | 876 | 920 | ||||||||||||
Gross profit | 832 | 951 | 1,644 | 1,852 | ||||||||||||
Selling, general and administrative expenses | 664 | 642 | 1,353 | 1,264 | ||||||||||||
Depreciation and amortization | 48 | 43 | 93 | 88 | ||||||||||||
Impairment of assets | 20 | 11 | 20 | 11 | ||||||||||||
Restructuring and other expense (income) | — | 3 | (2 | ) | 6 | |||||||||||
Total operating expenses | 732 | 699 | 1,464 | 1,369 | ||||||||||||
Income from operations | 100 | 252 | 180 | 483 | ||||||||||||
Other income, net | (1 | ) | (1 | ) | — | (1 | ) | |||||||||
Interest expense, net | 3 | 5 | 11 | 1 | ||||||||||||
Foreign currency (gain) loss | (3 | ) | (11 | ) | 18 | (7 | ) | |||||||||
Income before income taxes | 101 | 259 | 151 | 490 | ||||||||||||
Provision for income taxes | 11 | 35 | 13 | 63 | ||||||||||||
Net income | 90 | 224 | 138 | 427 | ||||||||||||
Less: Net income attributable to noncontrolling interest | — | — | — | 2 | ||||||||||||
Net income attributable to Capri | $ | 90 | $ | 224 | $ | 138 | $ | 425 | ||||||||
Weighted average ordinary shares outstanding: | ||||||||||||||||
Basic | 116,674,030 | 136,037,449 | 117,052,986 | 138,975,518 | ||||||||||||
Diluted | 117,563,573 | 137,051,575 | 117,923,103 | 140,392,780 | ||||||||||||
Net income per ordinary share attributable to Capri: | ||||||||||||||||
Basic | $ | 0.77 | $ | 1.64 | $ | 1.18 | $ | 3.06 | ||||||||
Diluted | $ | 0.77 | $ | 1.63 | $ | 1.17 | $ | 3.03 | ||||||||
Statements of Comprehensive Income: | ||||||||||||||||
Net income | $ | 90 | $ | 224 | $ | 138 | $ | 427 | ||||||||
Foreign currency translation adjustments | (6 | ) | (125 | ) | (13 | ) | (232 | ) | ||||||||
Net (loss) gain on derivatives | (1 | ) | 1 | (4 | ) | 3 | ||||||||||
Comprehensive income | 83 | 100 | 121 | 198 | ||||||||||||
Less: Net income attributable to noncontrolling interest | — | — | — | 2 | ||||||||||||
Comprehensive income attributable to Capri | $ | 83 | $ | 100 | $ | 121 | $ | 196 |
See accompanying notes to consolidated financial statements.
2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions, except share data which is in thousands)
(Unaudited)
Ordinary Shares | Additional | Treasury Shares | Accumulated Other | Total Equity | Non- | |||||||||||||||||||||||||||||||||||
Shares | Amounts | Paid-in Capital | Shares | Amounts | Comprehensive Income | Retained Earnings | of Capri | controlling Interest | Total Equity | |||||||||||||||||||||||||||||||
Balance at July 1, 2023 | 225,684 | $ | — | $ | 1,375 | (109,620 | ) | $ | (5,457 | ) | $ | 137 | $ | 5,756 | $ | 1,811 | $ | 1 | $ | 1,812 | ||||||||||||||||||||
Net income | — | — | — | — | — | — | 90 | 90 | — | 90 | ||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | (7 | ) | — | (7 | ) | — | (7 | ) | |||||||||||||||||||||||||||
Total comprehensive income | — | — | — | — | — | — | — | 83 | — | 83 | ||||||||||||||||||||||||||||||
Vesting of restricted awards, net of forfeitures | 84 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | 17 | — | — | — | — | 17 | — | 17 | ||||||||||||||||||||||||||||||
Repurchase of ordinary shares | — | — | — | (8 | ) | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Balance at September 30, 2023 | 225,768 | $ | — | $ | 1,392 | (109,628 | ) | $ | (5,457 | ) | $ | 130 | $ | 5,846 | $ | 1,911 | $ | 1 | $ | 1,912 |
Ordinary Shares | Additional | Treasury Shares | Accumulated Other | Total Equity | Non- | |||||||||||||||||||||||||||||||||||
Shares | Amounts | Paid-in Capital | Shares | Amounts | Comprehensive Income | Retained Earnings | of Capri | controlling Interest | Total Equity | |||||||||||||||||||||||||||||||
Balance at April 1, 2023 | 224,166 | $ | — | $ | 1,344 | (106,819 | ) | $ | (5,351 | ) | $ | 147 | $ | 5,708 | $ | 1,848 | $ | 1 | $ | 1,849 | ||||||||||||||||||||
Net income | — | — | — | — | — | — | 138 | 138 | — | 138 | ||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | (17 | ) | — | (17 | ) | — | (17 | ) | |||||||||||||||||||||||||||
Total comprehensive income | — | — | — | — | — | — | — | 121 | — | 121 | ||||||||||||||||||||||||||||||
Vesting of restricted awards, net of forfeitures | 1,588 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Exercise of employee share options | 14 | — | 1 | — | — | — | — | 1 | — | 1 | ||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | 47 | — | — | — | — | 47 | — | 47 | ||||||||||||||||||||||||||||||
Repurchase of ordinary shares | — | — | — | (2,809 | ) | (106 | ) | — | — | (106 | ) | — | (106 | ) | ||||||||||||||||||||||||||
Balance at September 30, 2023 | 225,768 | $ | — | $ | 1,392 | (109,628 | ) | $ | (5,457 | ) | $ | 130 | $ | 5,846 | $ | 1,911 | $ | 1 | $ | 1,912 |
3
CAPRI HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions, except share data which is in thousands)
(Unaudited)
Ordinary Shares | Additional | Treasury Shares | Accumulated Other | Total Equity | Non- | |||||||||||||||||||||||||||||||||||
Shares | Amounts | Paid-in Capital | Shares | Amounts | Comprehensive Income (Loss) | Retained Earnings | of Capri | controlling Interest | Total Equity | |||||||||||||||||||||||||||||||
Balance at July 2, 2022 | 223,504 | $ | — | $ | 1,294 | (85,547 | ) | $ | (4,299 | ) | $ | 89 | $ | 5,293 | $ | 2,377 | $ | 1 | $ | 2,378 | ||||||||||||||||||||
Net income | — | — | — | — | — | — | 224 | 224 | — | 224 | ||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | (124 | ) | — | (124 | ) | — | (124 | ) | |||||||||||||||||||||||||||
Total comprehensive income | — | — | — | — | — | — | — | 100 | — | 100 | ||||||||||||||||||||||||||||||
Vesting of restricted awards, net of forfeitures | 199 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Exercise of employee share options | 4 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | 16 | — | — | — | — | 16 | — | 16 | ||||||||||||||||||||||||||||||
Repurchase of ordinary shares | — | — | — | (7,071 | ) | (351 | ) | — | — | (351 | ) | — | (351 | ) | ||||||||||||||||||||||||||
Other | — | — | 1 | — | — | — | — | 1 | (1 | ) | — | |||||||||||||||||||||||||||||
Balance at October 1, 2022 | 223,707 | $ | — | $ | 1,311 | (92,618 | ) | $ | (4,650 | ) | $ | (35 | ) | $ | 5,517 | $ | 2,143 | $ | — | $ | 2,143 |
Ordinary Shares | Additional | Treasury Shares | Accumulated Other | Total Equity | Non- | |||||||||||||||||||||||||||||||||||
Shares | Amounts | Paid-in Capital | Shares | Amounts | Comprehensive Income (Loss) | Retained Earnings | of Capri | controlling Interest | Total Equity | |||||||||||||||||||||||||||||||
Balance at April 2, 2022 | 221,967 | $ | — | $ | 1,260 | (79,161 | ) | $ | (3,987 | ) | $ | 194 | $ | 5,092 | $ | 2,559 | $ | (1 | ) | $ | 2,558 | |||||||||||||||||||
Net income | — | — | — | — | — | — | 425 | 425 | 2 | 427 | ||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | (229 | ) | — | (229 | ) | — | (229 | ) | |||||||||||||||||||||||||||
Total comprehensive income | — | — | — | — | — | — | — | 196 | 2 | 198 | ||||||||||||||||||||||||||||||
Vesting of restricted awards, net of forfeitures | 1,619 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Exercise of employee share options | 121 | — | 6 | — | — | — | — | 6 | — | 6 | ||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | 44 | — | — | — | — | 44 | — | 44 | ||||||||||||||||||||||||||||||
Repurchase of ordinary shares | — | — | — | (13,457 | ) | (663 | ) | — | — | (663 | ) | — | (663 | ) | ||||||||||||||||||||||||||
Other | — | — | 1 | — | — | — | — | 1 | (1 | ) | — | |||||||||||||||||||||||||||||
Balance at October 1, 2022 | 223,707 | $ | — | $ | 1,311 | (92,618 | ) | $ | (4,650 | ) | $ | (35 | ) | $ | 5,517 | $ | 2,143 | $ | — | $ | 2,143 |
See accompanying notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Six Months Ended | ||||||||
September 30, 2023 | October 1, 2022 | |||||||
Cash flows from operating activities | ||||||||
Net income | $ | 138 | $ | 427 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 93 | 88 | ||||||
Share-based compensation expense | 47 | 44 | ||||||
Deferred income taxes | (4 | ) | (1 | ) | ||||
Impairment of assets | 20 | 11 | ||||||
Changes to lease related balances, net | (59 | ) | (54 | ) | ||||
Foreign currency loss | 16 | 11 | ||||||
Other non-cash adjustments | 8 | 3 | ||||||
Change in assets and liabilities: | ||||||||
Receivables, net | (23 | ) | (38 | ) | ||||
Inventories, net | (70 | ) | (170 | ) | ||||
Prepaid expenses and other current assets | (80 | ) | (66 | ) | ||||
Accounts payable | (112 | ) | (151 | ) | ||||
Accrued expenses and other current liabilities | (57 | ) | (33 | ) | ||||
Other long-term assets and liabilities | (14 | ) | (32 | ) | ||||
Net cash (used in) provided by operating activities | (97 | ) | 39 | |||||
Cash flows from investing activities | ||||||||
Capital expenditures | (90 | ) | (86 | ) | ||||
Settlement of net investment hedges | — | 409 | ||||||
Net cash (used in) provided by investing activities | (90 | ) | 323 | |||||
Cash flows from financing activities | ||||||||
Debt borrowings | 1,102 | 2,797 | ||||||
Debt repayments | (799 | ) | (2,345 | ) | ||||
Debt issuance costs | — | (4 | ) | |||||
Repurchase of ordinary shares | (106 | ) | (663 | ) | ||||
Exercise of employee share options | 1 | 6 | ||||||
Net cash provided by (used in) financing activities | 198 | (209 | ) | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (23 | ) | (106 | ) | ||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (12 | ) | 47 | |||||
Beginning of period | 256 | 172 | ||||||
End of period | $ | 244 | $ | 219 | ||||
Supplemental disclosures of cash flow information | ||||||||
Cash paid for interest | $ | 48 | $ | 28 | ||||
Net cash paid for income taxes | $ | 65 | $ | 80 | ||||
Supplemental disclosure of non-cash investing and financing activities | ||||||||
Accrued capital expenditures | $ | 26 | $ | 43 |
See accompanying notes to consolidated financial statements.
5
CAPRI HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Capri Holdings Limited (“Capri”, and together with its subsidiaries, the “Company”) was incorporated in the British Virgin Islands on December 13, 2002. The Company is a holding company that owns brands that are leading designers, marketers, distributors and retailers of branded women’s and men’s accessories, footwear and ready-to-wear bearing the Versace, Jimmy Choo and Michael Kors tradenames and related trademarks and logos. The Company operates in three reportable segments: Versace, Jimmy Choo and Michael Kors. See Note 17 for additional information.
The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned or controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The interim consolidated financial statements as of September 30, 2023 and for the three and six months ended September 30, 2023 and October 1, 2022 are unaudited. The Company consolidates the results of its Versace business on a one-month lag, as consistent with prior periods. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The interim consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, necessary for a fair presentation in conformity with U.S. GAAP. The interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended April 1, 2023, as filed with the Securities and Exchange Commission on May 31, 2023, in the Company’s Annual Report on Form 10-K. The results of operations for the interim periods should not be considered indicative of results to be expected for the full fiscal year.
The Company utilizes a 52- to 53-week fiscal year and the term “Fiscal Year” or “Fiscal” refers to that 52- or 53-week period. The results for the three and six months ended September 30, 2023 and October 1, 2022 are based on 13-week and 26-week periods, respectively. The Company’s Fiscal Year 2024 is a 52-week period ending March 30, 2024.
On August 10, 2023, Capri entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tapestry, Inc., a Maryland corporation (“Tapestry”), and Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares and a direct wholly owned subsidiary of Tapestry (“Merger Sub”).
The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, Tapestry will acquire Capri in an all-cash transaction by means of a merger of Merger Sub with and into Capri (the “Merger”), with Capri surviving the Merger as a wholly owned subsidiary of Tapestry. For additional information related to the Merger Agreement, please refer to Capri’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 20, 2023, as well as the supplemental disclosures contained in Capri’s Current Report on Form 8-K filed with the SEC on October 17, 2023.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, sales returns, sales discounts, credit losses, estimates of inventory net realizable value, the valuation of share-based compensation, the valuation of deferred taxes, goodwill, intangible assets, operating lease right-of-use assets and property and equipment, along with the estimated useful lives assigned to these assets. Actual results could differ from those estimates.
6
Seasonality
The Company experiences certain effects of seasonality with respect to its business. The Company generally experiences greater sales during its third fiscal quarter, primarily driven by holiday season sales, and the lowest sales during its first fiscal quarter.
Cash, Cash Equivalents and Restricted Cash
All highly liquid investments with original maturities of three months or less are considered to be cash equivalents. Included in the Company’s cash and cash equivalents as of September 30, 2023 and April 1, 2023 are credit card receivables of $29 million and $22 million, respectively, which generally settle within two to three business days.
A reconciliation of cash, cash equivalents and restricted cash as of September 30, 2023 and April 1, 2023 from the consolidated balance sheets to the consolidated statements of cash flows is as follows (in millions):
September 30, 2023 | April 1, 2023 | |||||||
Reconciliation of cash, cash equivalents and restricted cash | ||||||||
Cash and cash equivalents | $ | 238 | $ | 249 | ||||
Restricted cash included within prepaid expenses and other current assets | 6 | 7 | ||||||
Total cash, cash equivalents and restricted cash shown on the consolidated statements of cash flows | $ | 244 | $ | 256 |
Inventories, net
Inventories primarily consist of finished goods with the exception of raw materials and work in process inventory. The combined total of raw materials and work in process inventory, net, recorded on the Company’s consolidated balance sheets was $47 million as of both September 30, 2023 and April 1, 2023.
Derivative Financial Instruments
Forward Foreign Currency Exchange Contracts
The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain transactions. The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to these transactions. The Company employs these contracts to hedge the Company’s cash flows as they relate to foreign currency transactions. Certain of these contracts are designated as hedges for accounting purposes, while others remain undesignated. All of the Company’s derivative instruments are recorded in the Company’s consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation.
7
The Company designates certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges. Formal hedge documentation is prepared for all derivative instruments designated as hedges, including a description of the hedged item and the hedging instrument and the risk being hedged. The changes in the fair value for contracts designated as cash flow hedges is recorded in equity as a component of accumulated other comprehensive income until the hedged item affects earnings. When the inventory related to forecasted inventory purchases that are being hedged is sold to a third party, the gains or losses deferred in accumulated other comprehensive income are recognized within cost of goods sold. The Company uses regression analysis to assess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the change in the related hedged item. If the hedge is no longer expected to be highly effective in the future, future changes in the fair value are recognized in earnings. For those contracts that are not designated as hedges, changes in the fair value are recorded to foreign currency (gain) loss in the Company’s consolidated statements of operations and comprehensive income. The Company classifies cash flows relating to its forward foreign currency exchange contracts related to purchase of inventory consistently with the classification of the hedged item, within cash flows from operating activities.
The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors, adhering to established limits for credit exposure. The aforementioned forward contracts generally have a term of no more than 12 months. The period of these contracts is directly related to the foreign transaction they are intended to hedge.
Net Investment Hedges
The Company also uses cross-currency swap agreements to hedge its net investments in foreign operations against future volatility in the exchange rates between different currencies. The Company has elected the spot method of designating these contracts under Accounting Standards Update (“ASU”) 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”, and has designated these contracts as net investment hedges. The net gain or loss on the net investment hedge is reported within foreign currency translation adjustments (“CTA”), as a component of accumulated other comprehensive income on the Company’s consolidated balance sheets. Interest accruals and coupon payments are recognized directly in interest expense, net in the Company’s consolidated statements of operations and comprehensive income. Upon discontinuation of a hedge, all previously recognized amounts remain in CTA until the net investment is sold, diluted or liquidated.
Fair Value Hedges
When a cross-currency swap is designated as a fair value hedge and qualifies as highly effective, the fair value hedge will be recorded at fair value each period on the Company’s consolidated balance sheets, with the difference resulting from the changes in the spot rate recognized in foreign currency (gain) loss on the Company’s consolidated statements of operations and comprehensive income, which will offset the related foreign currency impact of the underlying transaction being hedged.
Leases
The Company leases retail stores, office space and warehouse space under operating lease agreements that expire at various dates through September 2043. The Company’s leases generally have terms of up to 10 years, generally require a fixed annual rent and may require the payment of additional rent if store sales exceed a negotiated amount. Although most of the Company’s equipment is owned, the Company has limited equipment leases that expire on various dates through October 2027. The Company acts as sublessor in certain leasing arrangements, primarily related to closed stores from previous restructuring activities. Fixed sublease payments received are recognized on a straight-line basis over the sublease term. The Company determines the sublease term based on the date it provides possession to the subtenant through the expiration date of the sublease.
8
The Company recognizes operating lease right-of-use assets and lease liabilities at lease commencement date, based on the present value of fixed lease payments over the expected lease term. The Company uses its incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable for the Company’s leases. The Company’s incremental borrowing rates are based on the term of the leases, the economic environment of the leases and reflect the expected interest rate it would incur to borrow on a secured basis. Certain leases include one or more renewal options. The exercise of lease renewal options is generally at the Company’s sole discretion and as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company generally does not include renewal options in the expected lease term and the associated lease payments are not included in the measurement of the operating lease right-of-use asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term.
Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for its short-term leases on a straight-line basis over the lease term.
The Company’s leases generally provide for payments of non-lease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. The Company accounts for lease and non-lease components of its real estate leases together as a single lease component and, as such, includes fixed payments of non-lease components in the measurement of the operating lease right-of-use assets and lease liabilities for its real estate leases. Variable lease payments, such as percentage rentals based on sales, periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred as variable lease costs and are not recorded on the balance sheet. The Company’s lease agreements do not contain any material residual value guarantees, material restrictions or covenants.
The following table presents the Company’s supplemental cash flow information related to leases (in millions):
Six Months Ended | ||||||||
September 30, 2023 | October 1, 2022 | |||||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
Operating cash flows used in operating leases | $ | 261 | $ | 248 |
During the three and six months ended September 30, 2023, the Company recorded sublease income of $2 million and $4 million, respectively, within selling, general and administrative expenses. During the three and six months ended October 1, 2022, the Company recorded sublease income of $3 million and $5 million, respectively, within selling, general and administrative expenses.
9
Net Income per Share
The Company’s basic net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period. Diluted net income per ordinary share reflects the potential dilution that would occur if share options or any other potentially dilutive instruments, including restricted shares and restricted share units (“RSUs”), were exercised or converted into ordinary shares. These potentially dilutive securities are included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods. Performance-based RSUs are included as diluted shares if the related performance conditions are considered satisfied as of the end of the reporting period and to the extent they are dilutive under the treasury stock method.
The components of the calculation of basic net income per ordinary share and diluted net income per ordinary share are as follows (in millions, except share and per share data):
Three Months Ended | Six Months Ended | |||||||||||||||
September 30, 2023 | October 1, 2022 | September 30, 2023 | October 1, 2022 | |||||||||||||
Numerator: | ||||||||||||||||
Net income attributable to Capri | $ | 90 | $ | 224 | $ | 138 | $ | 425 | ||||||||
Denominator: | ||||||||||||||||
Basic weighted average shares | 116,674,030 | 136,037,449 | 117,052,986 | 138,975,518 | ||||||||||||
Weighted average dilutive share equivalents: | ||||||||||||||||
Share options and restricted shares/units, and performance restricted share units | 889,543 | 1,014,126 | 870,117 | 1,417,262 | ||||||||||||
Diluted weighted average shares | 117,563,573 | 137,051,575 | 117,923,103 | 140,392,780 | ||||||||||||
Basic net income per share (1) | $ | 0.77 | $ | 1.64 | $ | 1.18 | $ | 3.06 | ||||||||
Diluted net income per share (1) | $ | 0.77 | $ | 1.63 | $ | 1.17 | $ | 3.03 |
(1) | Basic and diluted net income per share are calculated using unrounded numbers. |
During the three and six months ended September 30, 2023, share equivalents of 441,685 and 364,628 shares, respectively, have been excluded from the above calculations due to their anti-dilutive effect. Share equivalents of 794,933 and 726,136 shares have been excluded from the above calculations for the three and six months ended October 1, 2022, respectively, due to their anti-dilutive effect.
See Note 2 in the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 for a complete disclosure of the Company’s significant accounting policies.
Recently Adopted Accounting Pronouncements
Supplier Finance Programs
In September 2022, the FASB issued ASU 2022-04, “Disclosure of Supplier Finance Program Obligations” which makes a number of changes. The amendments require a buyer in a supplier finance program to disclose sufficient information about the program to allow users of the financial statements to understand the program’s nature, activity during the period, changes from period to period and potential magnitude. The amendments in this update do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs. The Company adopted the update in the first quarter of Fiscal 2024 on a retrospective basis, except for the requirement to disclose rollforward information, which will be effective for the Company in the first quarter of Fiscal 2025 on a prospective basis. See Note 10 for the Company’s disclosures relating to this update.
Recently Issued Accounting Pronouncements
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the Company’s results of operations, financial condition or cash flows based on current information.
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4. Revenue Recognition
The Company accounts for contracts with its customers when there is approval and commitment from both parties, the rights of the parties and payment terms have been identified, the contract has commercial substance and collectibility of consideration is probable. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services.
The Company sells its products through three primary channels of distribution: retail, wholesale and licensing. Within the retail and wholesale channels, substantially all of the Company’s revenues consist of sales of products that represent a single performance obligation where control transfers at a point in time to the customer. For licensing arrangements, royalty and advertising revenue is recognized over time based on access provided to the Company’s trademarks.
Retail
The Company generates sales through directly operated stores and e-commerce sites throughout the Americas (United States, Canada and Latin America), certain parts of EMEA (Europe, Middle East and Africa) and certain parts of Asia (Asia and Oceania).
Gift Cards. The Company sells gift cards that can be redeemed for merchandise, resulting in a contract liability upon issuance. Revenue is recognized when the gift card is redeemed or upon “breakage” for the estimated portion of gift cards that are not expected to be redeemed. “Breakage” revenue is calculated under the proportional redemption methodology, which considers the historical pattern of redemption in jurisdictions where the Company is not required to remit the value of the unredeemed gift cards as unclaimed property. The contract liability related to gift cards, net of estimated “breakage” of $14 million as of September 30, 2023 and April 1, 2023, is included within accrued expenses and other current liabilities in the Company’s consolidated balance sheet.
Loyalty Program. The Company offers a loyalty program, which allows its Michael Kors North America customers to earn points on qualifying purchases toward monetary and non-monetary rewards, which may be redeemed for purchases at Michael Kors retail stores and e-commerce sites. The Company defers a portion of the initial sales transaction based on the estimated relative fair value of the benefits based on projected timing of future redemptions and historical activity. These amounts include estimated “breakage” for points that are not expected to be redeemed.
Wholesale
The Company’s products are sold primarily to major department stores, specialty stores and travel retail shops throughout the Americas, EMEA and Asia. The Company also has arrangements where its products are sold to geographic licensees in certain parts of EMEA, Asia and South America.
Licensing
The Company provides its third-party licensees with the right to access its Versace, Jimmy Choo and Michael Kors trademarks under product and geographic licensing arrangements. Under geographic licensing arrangements, third party licensees receive the right to distribute and sell products bearing the Company’s trademarks in retail and/or wholesale channels within certain geographical areas, including Brazil, the Middle East, Eastern Europe, South Africa and certain parts of Asia.
The Company recognizes royalty revenue and advertising contributions based on the percentage of sales made by the licensees. Generally, the Company’s guaranteed minimum royalty amounts due from licensees relate to contractual periods that do not exceed 12 months, however, certain guaranteed minimums for Versace are multi-year based.
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As of September 30, 2023, contractually guaranteed minimum fees from the Company’s license agreements expected to be recognized as revenue during future periods were as follows (in millions):
Contractually Guaranteed Minimum Fees | ||||
Remainder of Fiscal 2024 | $ | 17 | ||
Fiscal 2025 | 33 | |||
Fiscal 2026 | 30 | |||
Fiscal 2027 | 26 | |||
Fiscal 2028 | 18 | |||
Fiscal 2029 and thereafter | 30 | |||
Total | $ | 154 |
Sales Returns
The refund liability recorded as of September 30, 2023 was $48 million, and the related asset for the right to recover returned product as of September 30, 2023 was $15 million. The refund liability recorded as of April 1, 2023 was $54 million, and the related asset for the right to recover returned product as of April 1, 2023 was $17 million.
Contract Balances
Total contract liabilities were $26 million and $36 million as of September 30, 2023 and April 1, 2023, respectively. For the three and six months ended September 30, 2023, the Company recognized $2 million and $7 million, respectively, in revenue which related to contract liabilities that existed at April 1, 2023. For the three and six months ended October 1, 2022, the Company recognized $3 million and $8 million, respectively, in revenue which related to contract liabilities that existed at April 2, 2022. There were no material contract assets recorded as of September 30, 2023 and April 1, 2023.
There were no changes in historical variable consideration estimates that were materially different from actual results.
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Disaggregation of Revenue
The following table presents the Company’s segment revenue disaggregated by geographic location (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
September 30, 2023 | October 1, 2022 | September 30, 2023 | October 1, 2022 | |||||||||||||
Versace revenue - the Americas | $ | 96 | $ | 120 | $ | 178 | �� | $ | 235 | |||||||
Versace revenue - EMEA | 125 | 130 | 241 | 237 | ||||||||||||
Versace revenue - Asia | 59 | 58 | 120 | 111 | ||||||||||||
Total Versace | 280 | 308 | 539 | 583 | ||||||||||||
Jimmy Choo revenue - the Americas | 38 | 43 | 87 | 97 | ||||||||||||
Jimmy Choo revenue - EMEA | 57 | 57 | 138 | 123 | ||||||||||||
Jimmy Choo revenue - Asia | 37 | 42 | 90 | 94 | ||||||||||||
Total Jimmy Choo | 132 | 142 | 315 | 314 | ||||||||||||
Michael Kors revenue - the Americas | 556 | 643 | 1,057 | 1,268 | ||||||||||||
Michael Kors revenue - EMEA | 219 | 213 | 394 | 404 | ||||||||||||
Michael Kors revenue - Asia | 104 | 106 | 215 | 203 | ||||||||||||
Total Michael Kors | 879 | 962 | 1,666 | 1,875 | ||||||||||||
Total revenue - the Americas | 690 | 806 | 1,322 | 1,600 | ||||||||||||
Total revenue - EMEA | 401 | 400 | 773 | 764 | ||||||||||||
Total revenue - Asia | 200 | 206 | 425 | 408 | ||||||||||||
Total revenue | $ | 1,291 | $ | 1,412 | $ | 2,520 | $ | 2,772 |
See Note 3 in the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 for a complete disclosure of the Company’s revenue recognition policy.
Receivables, net, consist of (in millions):
September 30, 2023 | April 1, 2023 | |||||||
Trade receivables (1) | $ | 408 | $ | 412 | ||||
Receivables due from licensees | 22 | 14 | ||||||
430 | 426 | |||||||
Less: allowances | (47 | ) | (57 | ) | ||||
Total receivables, net | $ | 383 | $ | 369 |
(1) | As of September 30, 2023 and April 1, 2023, $93 million and $96 million, respectively, of trade receivables were insured. |
Receivables are presented net of allowances for discounts, markdowns, operational chargebacks and credit losses. Discounts are based on open invoices where trade discounts have been extended to customers. Markdowns are based on wholesale customers’ sales performance, seasonal negotiations with customers, historical deduction trends and an evaluation of current market conditions. Operational chargebacks are based on deductions taken by customers, net of expected recoveries. Such provisions, and related recoveries, are reflected in revenues.
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The Company’s allowance for credit losses is determined through analysis of periodic aging of receivables and assessments of collectibility based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers and the impact of general economic conditions. The past due status of a receivable is based on its contractual terms. Amounts deemed uncollectible are written off against the allowance when it is probable the amounts will not be recovered. Allowance for credit losses was $10 million and $8 million as of September 30, 2023 and April 1, 2023, respectively. The Company had credit losses of $1 million and $2 million for the three and six months ended September 30, 2023, and the three and six months ended October 1, 2022, respectively.
Property and equipment, net, consists of (in millions):
September 30, 2023 | April 1, 2023 | |||||||
Leasehold improvements | $ | 531 | $ | 577 | ||||
Computer equipment and software | 319 | 237 | ||||||
Furniture and fixtures | 197 | 216 | ||||||
Equipment | 125 | 106 | ||||||
Building | 48 | 48 | ||||||
In-store shops | 45 | 44 | ||||||
Land | 18 | 18 | ||||||
Total property and equipment, gross | 1,283 | 1,246 | ||||||
Less: accumulated depreciation and amortization | (793 | ) | (784 | ) | ||||
Subtotal | 490 | 462 | ||||||
Construction-in-progress | 52 | 90 | ||||||
Total property and equipment, net | $ | 542 | $ | 552 |
Depreciation and amortization of property and equipment for the three and six months ended September 30, 2023 was $37 million and $71 million, respectively. Depreciation and amortization of property and equipment was $31 million and $65 million for the three and six months ended October 1, 2022, respectively. During the three and six months ended September 30, 2023, the Company recorded $6 million in property and equipment impairment charges. During the three and six months ended October 1, 2022, the Company recorded $2 million in property and equipment impairment charges.
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7. Intangible Assets and Goodwill
The following table details the carrying values of the Company’s intangible assets and goodwill (in millions):
September 30, 2023 | April 1, 2023 | |||||||
Definite-lived intangible assets: | ||||||||
Reacquired rights | $ | 400 | $ | 400 | ||||
Trademarks | 23 | 23 | ||||||
Customer relationships (1) | 390 | 397 | ||||||
Gross definite-lived intangible assets | 813 | 820 | ||||||
Less: accumulated amortization | (288 | ) | (268 | ) | ||||
Net definite-lived intangible assets | 525 | 552 | ||||||
Indefinite-lived intangible assets: | ||||||||
Jimmy Choo brand (2) | 274 | 277 | ||||||
Versace brand (1) | 877 | 899 | ||||||
Net indefinite-lived intangible assets | 1,151 | 1,176 | ||||||
Total intangible assets, excluding goodwill | $ | 1,676 | $ | 1,728 | ||||
Goodwill (3) | $ | 1,268 | $ | 1,293 |
(1) | The change in the carrying value since April 1, 2023 reflects the impact of foreign currency translation. |
(2) | Includes accumulated impairment of $273 million as of September 30, 2023 and April 1, 2023. The change in the carrying value since April 1, 2023 reflects the impact of foreign currency translation. |
(3) | Includes accumulated impairment of $347 million related to the Jimmy Choo reporting units as of September 30, 2023 and April 1, 2023. The change in the carrying value since April 1, 2023 reflects the impact of foreign currency translation. |
Amortization expense for the Company’s definite-lived intangible assets for the three and six months ended September 30, 2023 was $11 million and $22 million, respectively. Amortization expense for the Company’s definite-lived intangible asset for the three and six months ended October 1, 2022 was $12 million and $23 million, respectively.
Prepaid expenses and other current assets consist of the following (in millions):
September 30, 2023 | April 1, 2023 | |||||||
Prepaid taxes | $ | 145 | $ | 105 | ||||
Interest receivable related to hedges | 41 | 10 | ||||||
Prepaid contracts | 25 | 22 | ||||||
Prepaid insurance | 8 | 2 | ||||||
Other accounts receivables | 5 | 10 | ||||||
Other | 46 | 46 | ||||||
Total prepaid expenses and other current assets | $ | 270 | $ | 195 |
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Accrued expenses and other current liabilities consist of the following (in millions):
September 30, 2023 | April 1, 2023 | |||||||
Return liabilities | $ | 48 | $ | 54 | ||||
Other taxes payable | 29 | 32 | ||||||
Accrued capital expenditures | 26 | 33 | ||||||
Accrued advertising and marketing | 26 | 26 | ||||||
Accrued interest | 17 | 16 | ||||||
Accrued rent (1) | 17 | 18 | ||||||
Professional services | 17 | 14 | ||||||
Gift cards and retail store credits | 14 | 14 | ||||||
Accrued purchases and samples | 12 | 8 | ||||||
Accrued litigation | 11 | 12 | ||||||
Advance royalties | 7 | 18 | ||||||
Other | 67 | 69 | ||||||
Total accrued expenses and other current liabilities | $ | 291 | $ | 314 |
(1) | The accrued rent balance relates to variable lease payments. |
During the three months ended September 30, 2023, the Company recorded income due to gains on termination of leases fully offset by expenses primarily related to equity awards associated with the acquisition of Versace, which resulted in no net restructuring and other (income) expense. During the six months ended September 30, 2023, the Company recorded other income of $2 million, primarily related to a $10 million gain on the sale of a long-lived corporate asset, partially offset by expenses related to equity awards associated with the acquisition of Versace.
During the three and six months ended October 1, 2022, the Company recorded expenses of $3 million and $6 million, respectively, primarily related to equity awards associated with the acquisition of Versace.
The following table presents the Company’s debt obligations (in millions):
September 30, 2023 | April 1, 2023 | |||||||
Revolving Credit Facilities | $ | 1,143 | $ | 874 | ||||
Versace Term Loan | 476 | 488 | ||||||
Senior Notes due 2024 | 450 | 450 | ||||||
Other | 27 | 17 | ||||||
Total debt | 2,096 | 1,829 | ||||||
Less: Unamortized debt issuance costs | 2 | 2 | ||||||
Total carrying value of debt | 2,094 | 1,827 | ||||||
Less: Short-term debt | 15 | 5 | ||||||
Total long-term debt | $ | 2,079 | $ | 1,822 |
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Senior Revolving Credit Facility
On July 1, 2022, the Company entered into a revolving credit facility (the “2022 Credit Facility”) with, among others, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent (the “Administrative Agent”), which refinanced its existing senior unsecured revolving credit facility. The Company, a U.S. subsidiary of the Company, a Canadian subsidiary of the Company, a Dutch subsidiary of the Company and a Swiss subsidiary of the Company are the borrowers under the 2022 Credit Facility, and the borrowers and certain subsidiaries of the Company provide unsecured guaranties of the 2022 Credit Facility. The 2022 Credit Facility replaced the third amended and restated senior unsecured credit facility, dated as of November 15, 2018 (the “2018 Credit Facility”).
The 2022 Credit Facility provides for a $1.5 billion revolving credit facility (the “2022 Revolving Credit Facility”), which may be denominated in U.S. dollars and other currencies, including Euros, Canadian Dollars, Pounds Sterling, Japanese Yen and Swiss Francs. The 2022 Revolving Credit Facility also includes sub-facilities for the issuance of letters of credit of up to $125 million and swing line loans at the Administrative Agent’s discretion of up to $100 million. The Company has the ability to expand its borrowing availability under the 2022 Credit Facility in the form of increased revolving commitments or one or more tranches of term loans by up to an additional $500 million, subject to the agreement of the participating lenders and certain other customary conditions. See Note 11 to the Company’s Fiscal 2023 Annual Report on Form 10-K for information regarding the Company’s interest rates associated with borrowings under the 2022 Credit Facility.
The 2022 Credit Facility provides for an annual administration fee and a commitment fee equal to 7.5 basis points to 17.5 basis points per annum, which was 15.0 basis points as of September 30, 2023. The fees are based on the Company’s public debt ratings and/or net leverage ratio, applied to the average daily unused amount of the 2022 Credit Facility.
Loans under the 2022 Credit Facility may be prepaid and commitments may be terminated or reduced by the borrowers without premium or penalty other than customary “breakage” costs with respect to loans bearing interest based upon Adjusted Term SOFR, the Adjusted EURIBOR Rate, the Adjusted CDOR Rate and the Adjusted TIBOR Rate.
The 2022 Credit Facility requires the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1.0. Such net leverage ratio is calculated as the ratio of the sum of total indebtedness as of the date of the measurement plus the capitalized amount of all operating lease obligations, minus unrestricted cash and cash equivalents not to exceed $200 million, to Consolidated EBITDAR for the last four consecutive fiscal quarters. Consolidated EBITDAR is defined as consolidated net income plus provision for taxes based on income, profits or capital, net interest expense, depreciation and amortization expense, consolidated rent expense and other non-cash losses, charges and expenses, subject to certain additions and deductions. The 2022 Credit Facility also includes covenants that limit additional indebtedness, liens, acquisitions and other investments, restricted payments and affiliate transactions.
The 2022 Credit Facility also contains events of default customary for financings of this type, including, but not limited to, payment defaults, material inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy or insolvency, certain events under the Employee Retirement Income Security Act, material judgments, actual or asserted failure of any guaranty supporting the 2022 Credit Facility to be in full force and effect, and changes of control. If such an event of default occurs and is continuing, the lenders under the 2022 Credit Facility would be entitled to take various actions, including, but not limited to, terminating the commitments and accelerating amounts outstanding under the 2022 Credit Facility.
As of September 30, 2023 and April 1, 2023, the Company had $1.143 billion and $874 million of borrowings outstanding under the 2022 Revolving Credit Facility, respectively. In addition, stand-by letters of credit of $3 million were outstanding as of September 30, 2023 and April 1, 2023, respectively. As of September 30, 2023 and April 1, 2023, the amount available for future borrowings under the 2022 Revolving Credit Facility was $354 million and $623 million, respectively. The Company had $5 million and $6 million of deferred financing fees related to Revolving Credit Facilities for September 30, 2023 and April 1, 2023, respectively, and are recorded within other assets in the Company’s consolidated balance sheets.
As of September 30, 2023, and the date these financial statements were issued, the Company was in compliance with all covenants related to the 2022 Credit Facility.
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Versace Term Loan
On December 5, 2022, Gianni Versace S.r.l., a wholly owned subsidiary of Capri Holdings Limited, entered into a credit facility with Intesa Sanpaolo S.p.A., Banco Nazionale del Lavoro S.p.A., and UniCredit S.p.A., as arrangers and lenders, and Intesa Sanpaolo S.p.A., as agent, which provides a senior unsecured term loan (the “Versace Term Loan”) in an aggregate principal amount of €450 million. The Versace Term Loan is not subject to amortization and matures on December 5, 2025. The Company provides an unsecured guaranty of the Versace Term Loan.
The Versace Term Loan bears interest at a rate per annum equal to the greater of EURIBOR for the applicable interest period and zero, plus a margin of 1.35%.
The Versace Term Loan may be prepaid without premium or penalty other than customary “breakage” costs. The Versace Term Loan requires the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1.0. Such net leverage ratio is calculated as the ratio of the sum of total indebtedness as of the date of the measurement plus the capitalized amount of all operating lease obligations, minus unrestricted cash and cash equivalents not to exceed $200 million, to Consolidated EBITDAR for the last four consecutive fiscal quarters. Consolidated EBITDAR is defined as consolidated net income plus provision for taxes based on income, profits or capital, net interest expense, depreciation and amortization expense, consolidated rent expense and other non-cash losses, charges and expenses, subject to certain additions and deductions. The Versace Term Loan also includes covenants that limit additional financial indebtedness, liens, acquisitions, loans and guarantees, restricted payments and mergers of GIVI Holding S.r.l., Gianni Versace S.r.l. and their respective subsidiaries.
The Versace Term Loan contains events of default customary for financings of this type, including, but not limited to payment defaults, material inaccuracy of representations and warranties, covenant defaults, cross-defaults to material financial indebtedness, certain events of bankruptcy or insolvency, illegality or repudiation of any loan document under the Versace Term Loan or any failure thereof to be in full force and effect, and changes of control. If such an event of default occurs and is continuing, the lenders under the Versace Term Loan would be entitled to take various actions, including, but not limited to, accelerating amounts outstanding under the Versace Term Loan.
As of September 30, 2023 and April 1, 2023, the carrying value of the Versace Term Loan was $475 million and $487 million, respectively, net of $1 million of deferred financing fees for both September 30, 2023 and April 1, 2023, which were recorded within long-term debt in the Company’s consolidated balance sheets.
As of September 30, 2023, and the date these financial statements were issued, the Company was in compliance with all covenants related to the Versace Term Loan.
Senior Notes
On October 20, 2017, Michael Kors (USA), Inc. (the “Issuer”), the Company’s wholly owned subsidiary, completed its offering of $450 million aggregate principal amount senior notes due November 1, 2024 (the “Senior Notes”), pursuant to an exemption from registration under the Securities Act of 1933, as amended. The Senior Notes were issued under an indenture dated October 20, 2017, among the Issuer, the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (the “Indenture”).
As of September 30, 2023, the Senior Notes bear interest at a rate of 4.250% per year, subject to adjustments from time to time if either Moody’s or S&P (or a substitute rating agency therefore) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes. Interest on the Senior Notes is payable semi-annually on May 1 and November 1 of each year, beginning on May 1, 2018.
The Senior Notes are unsecured and are guaranteed by the Company and its existing and future subsidiaries that guarantee or are borrowers under the 2022 Credit Facility (subject to certain exceptions, including subsidiaries organized in China). The Senior Notes may be redeemed at the Company’s option at any time in whole or in part at a price equal to 100% of the principal amount, plus accrued and unpaid interest, plus a “make-whole” amount calculated at the applicable Treasury Rate plus 30 basis points.
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The Indenture contains covenants, including those that limit the Company’s ability to create certain liens and enter into certain sale and leaseback transactions. In the event of a “Change of Control Triggering Event,” as defined in the Indenture, the Issuer will be required to make an offer to repurchase the Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes being repurchased plus any unpaid interest. These covenants are subject to important limitations and exceptions, as per the Indenture.
As of both September 30, 2023 and April 1, 2023, the carrying value of the Senior Notes was $449 million, net of issuance costs and unamortized discount of $1 million, which were recorded within long-term debt in the Company’s consolidated balance sheets.
Versace Facilities
During Fiscal 2022, the Company’s subsidiary, Versace, entered into an agreement with Banco BPM Banking Group (“the Bank”) to sell certain tax receivables to the Bank in exchange for cash. The arrangement was determined to be a financing arrangement as the de-recognition criteria for the receivables was not met at the time of the cash receipt from the Bank. As of September 30, 2023 and April 1, 2023, the outstanding balance was $11 million, with $1 million and $10 million recorded within short-term debt and long-term debt in the Company’s consolidated balance sheets, respectively.
Supplier Financing Program
The Company offers a supplier financing program which enables the Company’s inventory suppliers, at their sole discretion, to sell their receivables (i.e., the Company’s payment obligations to suppliers) to a financial institution on a non-recourse basis in order to be paid earlier than current payment terms provide. The Company’s obligations, including the amount due and scheduled payment dates, which generally do not exceed 90 days, are not impacted by a suppliers’ decision to participate in this program. The Company does not reimburse suppliers for any costs they incur to participate in the program and their participation is voluntary. The amount outstanding under this program as of September 30, 2023 and April 1, 2023 was $14 million and $4 million, respectively, and is presented as short-term debt in the Company’s consolidated balance sheets.
See Note 11 to the Company’s Fiscal 2023 Annual Report on Form 10-K for additional information regarding the Company’s credit facilities and debt obligations.
In the ordinary course of business, the Company is party to various legal proceedings and claims. Although the outcome of such claims cannot be determined with certainty, the Company believes that the outcome of all pending legal proceedings, in the aggregate, will not have a material adverse effect on its cash flow, results of operations or financial position.
Please refer to the Contractual Obligations and Commercial Commitments disclosure within the Liquidity and Capital Resources section of the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 for a detailed disclosure of other commitments and contractual obligations as of April 1, 2023.
Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market participant assumptions based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date.
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Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
At September 30, 2023 and April 1, 2023, the fair values of the Company’s derivative contracts were determined using broker quotations, which were calculations derived from observable market information: the applicable currency rates at the balance sheet date and those forward rates particular to the contract at inception. The Company makes no adjustments to these broker obtained quotes or prices, but assesses the credit risk of the counterparty and would adjust the provided valuations for counterparty credit risk when appropriate. The fair values of the forward contracts are included in prepaid expenses and other current assets, and in accrued expenses and other current liabilities in the consolidated balance sheets, depending on whether they represent assets or liabilities to the Company. The fair value of net investment hedges is included in prepaid expenses and other current assets, other assets, and in other long-term liabilities in the consolidated balance sheets, depending on whether they represent assets or liabilities of the Company. See Note 13 for further detail.
All contracts are measured and recorded at fair value on a recurring basis and are categorized in Level 2 of the fair value hierarchy, as shown in the following table (in millions):
Fair value at September 30, 2023 using: | Fair value at April 1, 2023 using: | |||||||||||||||||||||||
Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||||
Derivative assets: | ||||||||||||||||||||||||
Net investment hedges | $ | — | $ | 40 | $ | — | $ | — | $ | 1 | $ | — | ||||||||||||
Fair value hedges | — | 5 | — | — | — | — | ||||||||||||||||||
Total derivative assets | $ | — | $ | 45 | $ | — | $ | — | $ | 1 | $ | — | ||||||||||||
Derivative liabilities: | ||||||||||||||||||||||||
Net investment hedges | $ | — | $ | 49 | $ | — | $ | — | $ | 36 | $ | — | ||||||||||||
Fair value hedges | — | — | — | — | 3 | — | ||||||||||||||||||
Total derivative liabilities | $ | — | $ | 49 | $ | — | $ | — | $ | 39 | $ | — |
The Company’s long-term debt obligations are recorded in its consolidated balance sheets at carrying values, which may differ from the related fair values. The fair value of the Company’s long-term debt is estimated using external pricing data, including any available quoted market prices and based on other debt instruments with similar characteristics. Borrowings under revolving credit agreements, if outstanding, are recorded at carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments. See Note 10 for detailed information related to carrying values of the Company’s outstanding debt. The following table summarizes the carrying values and estimated fair values of the Company’s long-term debt, based on Level 2 measurements (in millions):
September 30, 2023 | April 1, 2023 | |||||||||||||||
Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||
Revolving Credit Facilities | $ | 1,143 | $ | 1,143 | $ | 874 | $ | 874 | ||||||||
Versace Term Loan | $ | 475 | $ | 477 | $ | 487 | $ | 481 | ||||||||
Senior Notes due 2024 | $ | 449 | $ | 441 | $ | 449 | $ | 435 |
The Company’s cash and cash equivalents, accounts receivable and accounts payable are recorded at carrying value, which approximates fair value.
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Non-Financial Assets and Liabilities
The Company’s non-financial assets include goodwill, intangible assets, operating lease right-of-use assets and property and equipment. Such assets are reported at their carrying values and are not subject to recurring fair value measurements. The Company’s goodwill and its indefinite-lived intangible assets (Versace and Jimmy Choo brands) are assessed for impairment at least annually, while its other long-lived assets, including operating lease right-of-use assets, property and equipment and definite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The Company determines the fair values of these assets based on Level 3 measurements using the Company’s best estimates of the amount and timing of future discounted cash flows, based on historical experience, market conditions, current trends and performance expectations.
The Company recorded $20 million of impairment charges during the three and six months ended September 30, 2023. The Company recorded $11 million of impairment charges during the three and six months ended October 1, 2022. The following table details the carrying values and fair values of the Company’s assets that have been impaired during the three and six months ended September 30, 2023 and the three and six months ended October 1, 2022 (in millions):
Three and Six Months Ended September 30, 2023 | Three and Six Months Ended October 1, 2022 | |||||||||||||||||||||||
Carrying Value Prior to Impairment | Fair Value | Impairment Charge | Carrying Value Prior to Impairment | Fair Value | Impairment Charge | |||||||||||||||||||
Operating Lease Right-of-Use Assets | $ | 24 | $ | 10 | $ | 14 | $ | 25 | $ | 16 | $ | 9 | ||||||||||||
Property and Equipment | 7 | 1 | 6 | 3 | 1 | 2 | ||||||||||||||||||
Total | $ | 31 | $ | 11 | $ | 20 | $ | 28 | $ | 17 | $ | 11 | ||||||||||||
Forward Foreign Currency Exchange Contracts
The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currencies for certain of its transactions. The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to certain forecasted inventory purchases by using forward foreign currency exchange contracts. The Company only enters into derivative instruments with highly credit-rated counterparties. The Company does not enter into derivative contracts for trading or speculative purposes.
Net Investment Hedges
During the first quarter of Fiscal 2024, the Company entered into multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $2.5 billion to hedge its net investment in Swiss Franc (“CHF”) denominated subsidiaries. Under the terms of these contracts, the Company will exchange the semi-annual fixed rate payments on United States Dollar notional amounts for fixed rate payments of 0.0% in CHF. These contracts have maturity dates between September 2024 and June 2028 and are designated as net investment hedges.
During the first quarter of Fiscal 2024, the Company entered into multiple float-to-float cross-currency swap agreements with aggregate notional amounts of $1.0 billion to hedge its net investment in Euro denominated subsidiaries. The Company will exchange Euro floating rate payments based on EURIBOR for the United States dollar floating rate amounts based on SOFR CME Term over the life of the agreement. The fixed rate component of semi-annual Euro payments range from 1.149% to 1.215%. These contracts have maturity dates between May 2028 and August 2030 and are designated as net investment hedges.
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During the first quarter of Fiscal 2024, the Company entered into multiple fixed-to-fixed cross-currency swap agreements with an aggregate notional amount of $350 million to hedge its net investment in Euro denominated subsidiaries. Under the terms of these contracts, the Company will exchange the semi-annual fixed rate payments on United States Dollar notional amounts for fixed rate payments of 0.0% in Euro. These contracts have maturity dates between January 2027 and April 2027 and have been designated as net investment hedges.
During the first quarter of Fiscal 2024, the Company entered into a fixed-to-fixed cross-currency swap agreement with an aggregate notional amount of €150 million to hedge its net investment in British Pound (“GBP”) denominated subsidiaries (the “GBP/EUR Net Investment Hedges”). As of September 30, 2023, the Company had multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of €1.15 billion to hedge its net investment in GBP denominated subsidiaries. Under the terms of these contracts, the Company will exchange the semi-annual fixed rate payments on GBP notional amounts for fixed rate payments of 0.0% in Euro. These contracts have maturity dates between November 2024 and November 2027 and are designated as net investment hedges.
As of September 30, 2023, the Company had Japanese Yen net investment hedges with aggregate notional amounts of $294 million. Under the terms of these contracts, the Company will exchange the semi-annual fixed rate payments on United States notional amounts for fixed rate payments of 0% to 2.665% in Japanese Yen. These contracts have maturity dates between May 2027 and February 2051 and are designated as net investment hedges. Certain of these contracts are supported by a credit support annex (“CSA”) which provides for collateral exchange with the earliest effective date being September 2027. If the outstanding position of a contract exceeds a certain threshold governed by the aforementioned CSA’s, either party is required to post cash collateral.
When a cross-currency swap is used as a hedging instrument in a net investment hedge assessed under the spot method, the cross-currency basis spread is excluded from the assessment of hedge effectiveness and is recognized as a reduction in interest expense in the Company’s consolidated statements of operations and comprehensive income. Accordingly, the Company recorded interest income of $25 million and $40 million during the three and six months ended September 30, 2023, respectively. Additionally, the Company recorded interest income of $11 million and $28 million during the three and six months ended October 1, 2022, respectively.
Fair Value Hedges
The Company is exposed to transaction risk from foreign currency exchange rate fluctuations with respect to various cross-currency intercompany loans which will impact earnings on a consolidated basis. To manage the foreign currency exchange rate risk related to these balances, the Company entered into fair value cross-currency swap agreements to hedge its exposure in GBP denominated subsidiaries (the “GBP Fair Value Hedge”) on a Euro denominated intercompany loan. As of September 30, 2023, the total notional values of outstanding fair value cross-currency swaps related to these loans were €1 billion. Under the term of these contracts, the Company will exchange the semi-annual fixed rate payments on GBP notional amounts for fixed rate payments of 0% in Euro. These contracts have maturity dates between March 2025 and March 2026 and are designated as fair value hedges.
When a cross-currency swap is designated as a fair value hedge and qualifies as highly effective, the fair value hedge will be recorded at fair value each period on the Company’s consolidated balance sheets, with the difference resulting from the changes in the spot rate recognized in foreign currency (gain) loss on the Company’s consolidated statements of operations and comprehensive income, which will offset the earnings impact of the underlying transaction being hedged. Accordingly, the Company recorded a foreign currency loss of $7 million and a foreign currency gain of $21 million during the three and six months ended September 30, 2023, respectively.
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The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis in the consolidated balance sheets as of September 30, 2023 and April 1, 2023 (in millions):
Fair Value | |||||||||||||||||||||||||||||
Notional Amounts | Assets | Liabilities | |||||||||||||||||||||||||||
September 30, 2023 | April 1, 2023 | September 30, 2023 | April 1, 2023 | September 30, 2023 | April 1, 2023 | ||||||||||||||||||||||||
Designated net investment hedges | $ | 5,360 | $ | 1,378 | $ | 40 | (1) | $ | 1 | (2) | $ | 49 | (3) | $ | 36 | (3) | |||||||||||||
Designated fair value hedges | 1,057 | 1,084 | 5 | (2) | — | — | 3 | (3) | |||||||||||||||||||||
Total | $ | 6,417 | $ | 2,462 | $ | 45 | $ | 1 | $ | 49 | $ | 39 |
(1) | As of September 30, 2023, the Company recorded $1 million within prepaid expenses and other current assets and $39 million within other assets in the Company’s consolidated balance sheets. |
(2) | Recorded within other assets in the Company’s consolidated balance sheets. |
(3) | Recorded within other long-term liabilities in the Company’s consolidated balance sheets. |
The Company records and presents the fair values of all of its derivative assets and liabilities in its consolidated balance sheets on a gross basis, as shown in the above table. However, if the Company were to offset and record the asset and liability balances for its derivative instruments on a net basis in accordance with the terms of its master netting arrangements, which provide for the right to set-off amounts for similar transactions denominated in the same currencies and with the same banks, the resulting impact as of September 30, 2023 and April 1, 2023 would be as follows (in millions):
Net Investment Hedges | Fair Value Hedges | |||||||||||||||
September 30, 2023 | April 1, 2023 | September 30, 2023 | April 1, 2023 | |||||||||||||
Assets subject to master netting arrangements | $ | 40 | $ | 1 | $ | 5 | $ | — | ||||||||
Liabilities subject to master netting arrangements | $ | 49 | $ | 36 | $ | — | $ | 3 | ||||||||
Derivative assets, net | $ | 30 | $ | 1 | $ | 5 | $ | — | ||||||||
Derivative liabilities, net | $ | 39 | $ | 36 | $ | — | $ | 3 |
Currently, the Company’s master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties.
Changes in the fair value of the Company’s forward foreign currency exchange contracts that are designated as accounting hedges are recorded in equity as a component of accumulated other comprehensive income and are reclassified from accumulated other comprehensive income into earnings when the items underlying the hedged transactions are recognized into earnings, as a component of cost of goods sold within the Company’s consolidated statements of operations and comprehensive income. The net gain or loss on net investment hedges are reported within CTA as a component of accumulated other comprehensive income on the Company’s consolidated balance sheets. Upon discontinuation of the hedge, such amounts remain in CTA until the related net investment is sold or liquidated. The net gain or loss on cross-currency swap contracts designated as fair value hedges and associated with cross-currency intercompany loans are recognized within foreign currency (gain) loss on the Company’s consolidated statements of operations and comprehensive income generally in the period in which the related balances being hedged are revalued.
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The following table summarizes the pre-tax impact of the gains and losses on the Company’s designated forward foreign currency exchange contracts and net investment hedges (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
September 30, 2023 | October 1, 2022 | September 30, 2023 | October 1, 2022 | |||||||||||||
Pre-Tax Gains Recognized in OCI | Pre-Tax Gains Recognized in OCI | Pre-Tax Gains (Losses) Recognized in OCI | Pre-Tax Gains Recognized in OCI | |||||||||||||
Designated forward foreign currency exchange contracts | $ | — | $ | 5 | $ | — | $ | 11 | ||||||||
Designated net investment hedges | $ | 79 | $ | 152 | $ | 25 | $ | 365 | ||||||||
Designated fair value hedge | $ | 16 | $ | — | $ | (9 | ) | $ | — |
The following tables summarize the pre-tax impact of the gains within the consolidated statements of operations and comprehensive income related to the designated forward foreign currency exchange contracts for the three and six months ended September 30, 2023 and October 1, 2022 (in millions):
Three Months Ended | |||||||||
Pre-Tax Gain Reclassified from Accumulated OCI | Location of Gain Recognized | ||||||||
September 30, 2023 | October 1, 2022 | ||||||||
Designated forward foreign currency exchange contracts | $ | 1 | $ | 3 | Cost of goods sold |
Six Months Ended | |||||||||
Pre-Tax Gain Reclassified from Accumulated OCI | Location of Gain Recognized | ||||||||
September 30, 2023 | October 1, 2022 | ||||||||
Designated forward foreign currency exchange contracts | $ | 4 | $ | 7 | Cost of goods sold |
The Company expects that substantially all of the amounts recorded in accumulated other comprehensive income for its forward foreign currency exchange contracts will be reclassified into earnings during the next 12 months, based upon the timing of inventory purchases and turnover.
Undesignated Hedges
During both the three and six months ended September 30, 2023, there was no gain or loss recognized within foreign currency (gain) loss in the Company’s consolidated statements of operations and comprehensive income as there were no undesignated hedges outstanding. During the three months ended October 1, 2022, there was no gain recognized within foreign currency (gain) loss in the Company’s consolidated statements of operations and comprehensive income, while during the six months ended October 1, 2022, a $2 million gain was recognized within foreign currency (gain) loss in the Company’s consolidated statements of operations and comprehensive income as a result of the changes in the fair value of undesignated forward foreign currency exchange contracts.
Share Repurchase Program
On June 1, 2022, the Company announced its Board of Directors authorized a share repurchase program (the “Fiscal 2023 Plan”) pursuant to which the Company was permitted, from time to time, to repurchase up to $1.0 billion of its outstanding ordinary shares within a period of two years from the effective date of the program.
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On November 9, 2022, the Company announced its Board of Directors approved a new share repurchase program (the “Existing Share Repurchase Plan”) to purchase up to $1.0 billion of its outstanding ordinary shares, providing additional capacity to return cash to shareholders over the longer term. This new two-year program replaced the Fiscal 2023 Plan. Share repurchases may be made in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors; however, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, the Company may not repurchase its ordinary shares other than the acceptance of Company ordinary shares as payment of the exercise price of Company options or for withholding taxes in respect of Company equity awards. Accordingly, the Company did not repurchase any of its ordinary shares during the three months ended September 30, 2023 pursuant to the Existing Share Repurchase Plan, and the Company does not expect to repurchase any of its ordinary shares in connection with the Existing Share Repurchase Plan prior to the Merger or earlier termination of the Merger Agreement.
During the six months ended September 30, 2023, the Company purchased 2,637,102 shares for a total cost of approximately $100 million, including commissions, through open market transactions under the Existing Share Repurchase Plan. As of September 30, 2023, the remaining availability under the Company’s Existing Share Repurchase Plan was $300 million.
During the six months ended October 1, 2022, the Company purchased 13,183,355 shares for a total cost of approximately $650 million including commissions, through open market transactions under the Fiscal 2023 Plan.
The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain executive officers and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards. During the six month periods ended September 30, 2023 and October 1, 2022, the Company withheld 172,112 shares and 273,197 shares, respectively, with a fair value of $6 million and $13 million, respectively, in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share awards.
Accumulated Other Comprehensive Income
The following table details changes in the components of accumulated other comprehensive income (“AOCI”), net of taxes, for the six months ended September 30, 2023 and October 1, 2022, respectively (in millions):
Foreign Currency Adjustments (1) | Net Gain on Derivatives (2) | Other Comprehensive Income Attributable to Capri | ||||||||||
Balance at April 1, 2023 | $ | 143 | $ | 4 | $ | 147 | ||||||
Other comprehensive loss before reclassifications | (13 | ) | — | (13 | ) | |||||||
Less: amounts reclassified from AOCI to earnings | — | 4 | 4 | |||||||||
Other comprehensive loss, net of tax | (13 | ) | (4 | ) | (17 | ) | ||||||
Balance at September 30, 2023 | $ | 130 | $ | — | $ | 130 | ||||||
Balance at April 2, 2022 | $ | 184 | $ | 10 | $ | 194 | ||||||
Other comprehensive (loss) income before reclassifications | (232 | ) | 10 | (222 | ) | |||||||
Less: amounts reclassified from AOCI to earnings | — | 7 | 7 | |||||||||
Other comprehensive (loss) income, net of tax | (232 | ) | 3 | (229 | ) | |||||||
Balance at October 1, 2022 | $ | (48 | ) | $ | 13 | $ | (35 | ) |
(1) | Foreign currency translation adjustments for the six months ended September 30, 2023 primarily include a net $29 million translation loss, partially offset by a $16 million gain, net of taxes, relating to the Company’s net investment and fair value hedges. The tax effect of the net investment and fair value hedges was not material. Foreign currency translation adjustments for the six months ended October 1, 2022 primarily include a $486 million translation loss partially offset by a $247 million gain, net of taxes of $118 million, relating to the Company’s net investment hedges. |
(2) | Reclassified amounts primarily relate to the Company’s forward foreign currency exchange contracts for inventory purchases and are recorded within cost of goods sold in the Company’s consolidated statements of operations and comprehensive income. All tax effects were not material for the periods presented. |
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15. Share-Based Compensation
The Company grants equity awards to certain employees and directors of the Company at the discretion of the Company’s Compensation and Talent Committee. The Company has two equity plans, one stock option plan adopted in Fiscal 2008 (as amended and restated, the “2008 Plan”), and an Omnibus Incentive Plan adopted in the third fiscal quarter of Fiscal 2012 and amended and restated with shareholder approval in May 2015, and again in June 2020 (the “Incentive Plan”). The 2008 Plan only provided for grants of share options and was authorized to issue up to 23,980,823 ordinary shares. As of September 30, 2023, there were no shares available to grant equity awards under the 2008 Plan.
The Incentive Plan allows for grants of share options, restricted shares and RSUs, and other equity awards, and authorizes a total issuance of up to 22,471,000 ordinary shares after amendments in August 2022. At September 30, 2023, there were 4,184,265 ordinary shares available for future grants of equity awards under the Incentive Plan. Option grants issued from the 2008 Plan generally expire ten years from the date of the grant, and those issued under the Incentive Plan generally expire seven years from the date of the grant.
The following table summarizes the Company’s share-based compensation activity during the six months ended September 30, 2023:
Options | Service-Based RSUs | Performance-Based RSUs | |||
Outstanding/Unvested at April 1, 2023 | 229,675 | 3,181,926 | 165,239 | ||
Granted | — | 1,937,270 | 203,693 | ||
Exercised/Vested | (14,503) | (1,675,374) | — | ||
Canceled/Forfeited | (23,205) | (132,103) | — | ||
Outstanding/Unvested at September 30, 2023 | 191,967 | 3,311,719 | 368,932 |
The weighted average grant date fair value of service-based and performance-based RSUs granted during the six months ended September 30, 2023 was $36.87 and $36.82, respectively. The weighted average grant date fair value of service-based and performance-based RSUs granted during the six months ended October 1, 2022 was $49.80 and $47.41, respectively.
Share-Based Compensation Expense
The following table summarizes compensation expense attributable to share-based compensation for the three and six months ended September 30, 2023 and October 1, 2022 (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
September 30, 2023 | October 1, 2022 | September 30, 2023 | October 1, 2022 | |||||||||||||
Share-based compensation expense | $ | 17 | $ | 16 | $ | 47 | $ | 44 | ||||||||
Tax benefit related to share-based compensation expense | $ | 2 | $ | 2 | $ | 7 | $ | 7 |
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on historical forfeiture rates. The estimated value of future forfeitures for equity awards as of September 30, 2023 is approximately $13 million.
See Note 16 in the Company’s Fiscal 2023 Annual Report on Form 10-K for additional information relating to the Company’s share-based compensation awards.
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The Company’s effective tax rate for the three and six months ended September 30, 2023 was 10.9% and 8.6%, respectively. This rate differs from the United Kingdom (“U.K.”) federal statutory rate of 25% primarily due to the impact of global financing activities, the release of uncertain tax positions outside the U.S. for the three and six months ended September 30, 2023 and the release of a valuation allowance on Korean deferred tax assets during the six months ended September 30, 2023.
The Company’s effective tax rate for the three and six months ended October 1, 2022 was 13.5% and 12.9%, respectively. Such rates differed from the U.K. federal statutory rate of 19% primarily due to the impact of global financing activities.
The global financing activities are related to the Company’s 2014 move of its principal executive office from Hong Kong to the U.K. and decision to become a U.K. tax resident. In connection with this decision, the Company funded its international growth strategy through intercompany debt financing arrangements. These debt financing arrangements reside between certain of our U.S. and U.K. subsidiaries. Due to the difference in the statutory income tax rates between these jurisdictions, the Company realized lower effective tax rates for the three and six months ended September 30, 2023.
The Company operates its business through three operating segments — Versace, Jimmy Choo and Michael Kors, which are based on its business activities and organization. The reportable segments are segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources, as well as in assessing performance. The primary key performance indicators are revenue and operating income for each segment. The Company’s reportable segments represent components of the business that offer similar merchandise, customer experience and sales/marketing strategies.
The Company’s three reportable segments are as follows:
• | Versace — segment includes revenue generated through the sale of Versace luxury ready-to-wear, accessories and footwear through directly operated Versace boutiques throughout the Americas, certain parts of EMEA and certain parts of Asia, as well as through Versace outlet stores and e-commerce sites. In addition, revenue is generated through wholesale sales to distribution partners (including geographic licensing arrangements that allow third parties to use the Versace trademarks in connection with retail and/or wholesale sales of Versace branded products in specific geographic regions), multi-brand department stores and specialty stores worldwide, as well as through product license agreements in connection with the manufacturing and sale of jeans, fragrances, watches, jewelry, eyewear and home furnishings. |
• | Jimmy Choo — segment includes revenue generated through the sale of Jimmy Choo luxury footwear, handbags and small leather goods and accessories through directly operated Jimmy Choo retail and outlet stores throughout the Americas, certain parts of EMEA and certain parts of Asia, through its e-commerce sites, as well as through wholesale sales of luxury goods to distribution partners (including geographic licensing arrangements that allow third parties to use the Jimmy Choo trademarks in connection with retail and/or wholesale sales of Jimmy Choo branded products in specific geographic regions), multi-brand department stores and specialty stores worldwide. In addition, revenue is generated through product licensing agreements, which allow third parties to use the Jimmy Choo brand name and trademarks in connection with the manufacturing and sale of fragrances and eyewear. |
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• | Michael Kors — segment includes revenue generated through the sale of Michael Kors products through four primary Michael Kors retail store formats: “Collection” stores, “Lifestyle” stores (including concessions), outlet stores and e-commerce sites, through which the Company sells Michael Kors products, as well as licensed products bearing the Michael Kors name, directly to consumers throughout the Americas, certain parts of EMEA and certain parts of Asia. The Company also sells Michael Kors products directly to department stores, primarily located across the Americas and Europe, to specialty stores and travel retail shops, and to its geographic licensees. In addition, revenue is generated through product and geographic licensing arrangements, which allow third parties to use the Michael Kors brand name and trademarks in connection with the manufacturing and sale of products, including watches, jewelry, fragrances and eyewear. |
In addition to these reportable segments, the Company has certain corporate costs that are not directly attributable to its brands and, therefore, are not allocated to its segments. Such costs primarily include certain administrative, corporate occupancy, shared service and information system expenses, including enterprise resource planning system implementation costs and Capri transformation program costs. In addition, certain other costs are not allocated to segments, including merger related costs, restructuring and other expense (income) and COVID-19 related expenses. The segment structure is consistent with how the Company’s CODM plans and allocates resources, manages the business and assesses performance. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance.
The following table presents the key performance information of the Company’s reportable segments (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
September 30, 2023 | October 1, 2022 | September 30, 2023 | October 1, 2022 | |||||||||||||
Total revenue: | ||||||||||||||||
Versace | $ | 280 | $ | 308 | $ | 539 | $ | 583 | ||||||||
Jimmy Choo | 132 | 142 | 315 | 314 | ||||||||||||
Michael Kors | 879 | 962 | 1,666 | 1,875 | ||||||||||||
Total revenue | $ | 1,291 | $ | 1,412 | $ | 2,520 | $ | 2,772 | ||||||||
Income (loss) from operations: | ||||||||||||||||
Versace | $ | 35 | $ | 62 | $ | 38 | $ | 114 | ||||||||
Jimmy Choo | (9 | ) | 8 | 7 | 27 | |||||||||||
Michael Kors | 169 | 248 | 299 | 470 | ||||||||||||
Total segment income from operations | 195 | 318 | 344 | 611 | ||||||||||||
Less: Corporate expenses | (71 | ) | (55 | ) | (142 | ) | (115 | ) | ||||||||
Impairment of assets (1) | (20 | ) | (11 | ) | (20 | ) | (11 | ) | ||||||||
Merger related costs | (4 | ) | — | (4 | ) | — | ||||||||||
Restructuring and other (expense) income | — | (3 | ) | 2 | (6 | ) | ||||||||||
COVID-19 related expenses | — | 3 | — | 4 | ||||||||||||
Total income from operations | $ | 100 | $ | 252 | $ | 180 | $ | 483 |
(1) | Impairment of assets during the three and six months ended September 30, 2023 primarily related to operating lease right-of-use assets at certain Versace and Michael Kors store locations. Impairment of assets during the three and six months ended October 1, 2022 primarily related to operating lease right-of-use assets at certain Michael Kors store locations. |
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Depreciation and amortization expense for each segment are as follows (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
September 30, 2023 | October 1, 2022 | September 30, 2023 | October 1, 2022 | |||||||||||||
Depreciation and amortization: | ||||||||||||||||
Versace | $ | 13 | $ | 12 | $ | 26 | $ | 24 | ||||||||
Jimmy Choo | 8 | 7 | 15 | 14 | ||||||||||||
Michael Kors | 20 | 23 | 41 | 48 | ||||||||||||
Corporate | 7 | 1 | 11 | 2 | ||||||||||||
Total depreciation and amortization | $ | 48 | $ | 43 | $ | 93 | $ | 88 |
Total revenue (based on country of origin) by geographic location are as follows (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
September 30, 2023 | October 1, 2022 | September 30, 2023 | October 1, 2022 | |||||||||||||
Revenue: | ||||||||||||||||
The Americas (United States, Canada and Latin America) (1) | $ | 690 | $ | 806 | $ | 1,322 | $ | 1,600 | ||||||||
EMEA | 401 | 400 | 773 | 764 | ||||||||||||
Asia | 200 | 206 | 425 | 408 | ||||||||||||
Total revenue | $ | 1,291 | $ | 1,412 | $ | 2,520 | $ | 2,772 |
(1) | Total revenue earned in the U.S. was $617 million and $1.195 billion, respectively, for the three and six months ended September 30, 2023. Total revenue earned in the U.S. was $739 million and $1.472 billion, respectively, for the three and six months ended October 1, 2022. |
On October 25, 2023, the Company held a special meeting of shareholders to consider certain proposals related to the Merger Agreement. At the special meeting, the Company’s shareholders voted to adopt the resolution authorizing the Merger Agreement and approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. Completion of the Merger remains subject to the fulfillment or waiver of the closing conditions set forth in the Merger Agreement, including the receipt of certain regulatory approvals.
On November 3, 2023, the Company and Tapestry each received a request for additional information and documentary materials (the “Second Request”) from the U.S. Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the Merger. The effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, until 30 days after the Company and Tapestry have substantially complied with the Second Request, unless that period is extended voluntarily by the Company and Tapestry or terminated sooner by the FTC.
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