Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 03, 2015 | Oct. 23, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Kate Spade & Co | |
Entity Central Index Key | 352,363 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 3, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-02 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 127,694,546 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 03, 2015 | Jan. 03, 2015 | Oct. 04, 2014 |
Current Assets: | |||
Cash and cash equivalents | $ 219,659 | $ 184,044 | $ 123,334 |
Accounts receivable - trade, net | 58,893 | 90,091 | 62,275 |
Inventories, net | 248,407 | 158,241 | 220,725 |
Deferred income taxes | 148 | 616 | 369 |
Other current assets | 36,266 | 41,508 | 40,077 |
Total current assets | 563,373 | 474,500 | 446,780 |
Property and Equipment, Net | 177,333 | 174,072 | 176,359 |
Goodwill | 48,790 | 64,798 | 68,871 |
Intangibles, Net | 87,204 | 90,327 | 92,689 |
Deferred Income Taxes | 53 | 56 | 56 |
Note Receivable | 88,976 | 87,853 | |
Other Assets | 45,535 | 33,609 | 33,038 |
Total Assets | 922,288 | 926,338 | 905,646 |
Current Liabilities: | |||
Short-term borrowings | 4,499 | 10,459 | 7,446 |
Accounts payable | 132,174 | 88,402 | 111,612 |
Accrued expenses | 145,749 | 150,926 | 150,236 |
Income taxes payable | 1,236 | 3,008 | 1,864 |
Total current liabilities | 283,658 | 252,795 | 271,158 |
Long-Term Debt | 397,114 | 400,284 | 401,351 |
Other Non-Current Liabilities | 49,998 | 56,465 | 145,650 |
Deferred Income Taxes | $ 18,102 | $ 17,183 | $ 17,321 |
Commitments and Contingencies (Note 11) | |||
Stockholders' Equity: | |||
Preferred stock, $0.01 par value, authorized shares - 50,000,000, issued shares - none | |||
Common stock, $1.00 par value, authorized shares - 250,000,000, issued shares - 176,437,234 | $ 176,437 | $ 176,437 | $ 176,437 |
Capital in excess of par value | 218,540 | 199,100 | 193,602 |
Retained earnings | 1,096,896 | 1,145,643 | 1,021,668 |
Accumulated other comprehensive loss | (32,774) | (29,986) | (25,108) |
Total Kate Spade & Company, stockholders' equity, excluding treasury stock | 1,459,099 | 1,491,194 | 1,366,599 |
Common stock in treasury, at cost - 48,751,968, 49,065,798 and 49,327,555 shares | (1,285,683) | (1,291,583) | (1,296,433) |
Total stockholders' equity | 173,416 | 199,611 | 70,166 |
Total Liabilities and Stockholders' Equity | $ 922,288 | $ 926,338 | $ 905,646 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 03, 2015 | Jan. 03, 2015 | Oct. 04, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, issued shares | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 | $ 1 |
Common stock, authorized shares | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, issued shares | 176,437,234 | 176,437,234 | 176,437,234 |
Common stock in treasury, shares | 48,751,968 | 49,065,798 | 49,327,555 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Net Sales | $ 277,328 | $ 250,417 | $ 813,762 | $ 740,029 |
Cost of goods sold | 107,514 | 93,103 | 317,743 | 289,982 |
Gross Profit | 169,814 | 157,314 | 496,019 | 450,047 |
Selling, general & administrative expenses | 157,497 | 153,767 | 503,282 | 463,499 |
Operating (Loss) Income | 12,317 | 3,547 | (7,263) | (13,452) |
Other expense, net | (1,560) | (1,805) | (4,778) | (1,717) |
Loss on settlement of note receivable | (9,873) | |||
Loss on extinguishment of debt | (16,914) | |||
Interest expense, net | (5,274) | (2,189) | (13,982) | (18,185) |
(Loss) Income Before Provision (Benefit) for Income Taxes | 5,483 | (447) | (35,896) | (50,268) |
Provision (benefit) for income taxes | 973 | (3,070) | 3,904 | (500) |
(Loss) Income from Continuing Operations | 4,510 | 2,623 | (39,800) | (49,768) |
Discontinued operations, net of income taxes | (2,207) | (11,753) | (4,577) | 82,404 |
Net (Loss) Income | $ 2,303 | $ (9,130) | $ (44,377) | $ 32,636 |
Basic earnings per share | ||||
(Loss) income from continuing operations (in dollars per share) | $ 0.04 | $ 0.02 | $ (0.31) | $ (0.40) |
Net (Loss) Income (in dollars per share) | 0.02 | (0.07) | (0.35) | 0.26 |
Diluted earnings per share | ||||
(Loss) Income from Continuing Operations (in dollars per share) | 0.04 | 0.02 | (0.31) | (0.40) |
Net (Loss) Income (in dollars per share) | $ 0.02 | $ (0.07) | $ (0.35) | $ 0.26 |
Weighted Average Shares, Basic (in shares) | 127,682 | 126,971 | 127,611 | 125,972 |
Weighted Average Shares, Diluted (in shares) | 128,118 | 127,610 | 127,611 | 125,972 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||||
Net (Loss) Income | $ 2,303 | $ (9,130) | $ (44,377) | $ 32,636 |
Other Comprehensive (Loss) Income, Net of Income Taxes: | ||||
Cumulative translation adjustment, net of income taxes of $0 | 1,023 | (5,415) | (1,191) | (3,927) |
Change in fair value of cash flow hedges, net of income taxes of $(884), $(185), $(480) and $264, respectively | (867) | 430 | (1,597) | (302) |
Comprehensive (Loss) Income | $ 2,459 | $ (14,115) | $ (47,165) | $ 28,407 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||||
Cumulative translation adjustment, income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Change in fair value of cash flow hedges, income taxes | $ (480) | $ 264 | $ (884) | $ (185) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2015 | Oct. 04, 2014 | |
Cash Flows from Operating Activities: | ||
Net (Loss) Income | $ (44,377) | $ 32,636 |
Adjustments to arrive at loss from continuing operations | 4,577 | (82,404) |
Loss from continuing operations | (39,800) | (49,768) |
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 36,837 | 39,240 |
Loss on asset disposals and impairments, including streamlining initiatives, net | 8,631 | 2,653 |
Share-based compensation | 19,440 | 31,772 |
Loss on settlement of note receivable | 9,873 | |
Loss on extinguishment of debt | 16,914 | |
Foreign currency losses, net | 609 | 2,287 |
Other, net | 3,863 | 1,358 |
Changes in assets and liabilities: | ||
Decrease in accounts receivable - trade, net | 30,588 | 2,324 |
Increase in inventories, net | (98,924) | (82,144) |
Decrease (increase) in other current and non-current assets | 7,740 | (8,759) |
Increase in accounts payable | 46,642 | 9,071 |
Decrease in accrued expenses and other non-current liabilities | (7,512) | (22,522) |
Net change in income tax assets and liabilities | 1,331 | (174) |
Net cash used in operating activities of discontinued operations | (10,845) | (17,823) |
Net cash provided by (used in) operating activities | 8,473 | (75,571) |
Cash Flows from Investing Activities: | ||
Proceeds from sales of property and equipment | 816 | |
Purchases of property and equipment | (40,775) | (67,534) |
Payments for purchases of businesses | (32,268) | |
Proceeds from sales of joint venture interests, net | 19,874 | |
Payment for joint venture interest | (10,000) | |
Payments for in-store merchandise shops | (4,858) | (4,318) |
Net proceeds from settlement of note receivable | 75,128 | |
Investments in and advances to equity investees | (5,000) | |
Other, net | 347 | (30) |
Net cash provided by investing activities of discontinued operations | 668 | 137,922 |
Net cash provided by investing activities | 36,200 | 33,772 |
Cash Flows from Financing Activities: | ||
Proceeds from borrowings under revolving credit agreement | 2,000 | 5,063 |
Repayment of borrowings under revolving credit agreement | (8,000) | (4,960) |
Principal payments under capital lease obligations | (339) | (303) |
Proceeds from issuance of Term Loan | 398,000 | |
Repayment of Senior Notes | (390,693) | |
Repayment of Term Loan | (3,000) | (1,000) |
Proceeds from exercise of stock options | 2,428 | 41,410 |
Payment of deferred financing fees | (1,159) | (9,282) |
Net cash (used in) provided by financing activities | (8,070) | 38,235 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (988) | (3,324) |
Net Change in Cash and Cash Equivalents | 35,615 | (6,888) |
Cash and Cash Equivalents at Beginning of Period | 184,044 | 130,222 |
Cash and Cash Equivalents | $ 219,659 | $ 123,334 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Oct. 03, 2015 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The Condensed Consolidated Financial Statements of Kate Spade & Company and its wholly-owned and majority-owned subsidiaries (the “Company”) included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations; however, the Company believes that its disclosures are adequate to make the information presented not misleading. It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2014 Annual Report on Form 10-K. Information presented as of January 3, 2015 is derived from audited financial statements. The Company operates its kate spade new york and JACK SPADE brands through one operating segment in North America and four operating segments internationally: Japan, Asia (excluding Japan), Europe and Latin America. The Company’s Adelington Design Group reportable segment is also an operating segment. The three reportable segments described below represent the Company’s activities for which separate financial information is available and which is utilized on a regular basis by the Company’s chief operating decision maker (“CODM”) to evaluate performance and allocate resources. In identifying the Company’s reportable segments, the Company considers its management structure and the economic characteristics, products, customers, sales growth potential and long-term profitability of its operating segments. As such, the Company configured its operations into the following three reportable segments: · KATE SPADE North America segment – consists of the Company’s kate spade new york and JACK SPADE brands in North America. · KATE SPADE International segment – consists of the Company’s kate spade new york and JACK SPADE brands in International markets (principally in Japan, Asia (excluding Japan), Europe and Latin America ). · Adelington Design Group segment – consists of: (i) exclusive arrangements to supply jewelry for the LIZ CLAIBORNE and MONET brands and (ii) the licensed LIZWEAR and LIZ CLAIBORNE NEW YORK brands. In the second quarter of 2015, the Company entered into a new distribution agreement for its operations in Latin America, including in Brazil, which will leverage the network of its new distribution partner. As part of these actions, the Company completed the closure of its Company-operated stores during the third quarter of 2015 and no longer operates directly in Brazil. This initiative does not represent a strategic shift in the Company’s operations and therefore is not presented as discontinued operations. In the first quarter of 2015, the Company and Walton Brown, a subsidiary of The Lane Crawford Joyce Group (“LCJG”), formed two joint ventures focused on growing the Company’s business in Greater China. Following the formation of the joint ventures, both Kate Spade Hong Kong, Limited, a wholly-owned subsidiary of the Company, and Walton Brown each own 50.0% of the shares of KS China Co., Limited (“KSC”) and KS HMT Co., Limited (“KS HMT”), the holding company for the KATE SPADE businesses in Hong Kong, Macau and Taiwan. With an equal partnership structure, the Company and Walton Brown actively manage the businesses together. The joint ventures each have an initial term of 10 years. To effectuate the new joint ventures, (i) the Company acquired a 60.0% interest in KSC (in which the Company already owned a 40.0% interest) from E-Land Fashion China Holdings Limited (“E-Land”), its former partner in China, for an aggregate payment of $36.0 million, comprised of $10.0 million to acquire E-Land’s interest in KSC and $26.0 million to terminate related contracts and (ii) the Company received $21.0 million from LCJG for their 50.0% interests in the joint ventures, subject to adjustments. As a result, the Company no longer consolidates the operations for the businesses in Hong Kong, Macau and Taiwan, which it acquired on February 5, 2014 and had net sales of approximately $34.0 million in 2014 and $6.4 million in 2015, through the transaction date (see Note 2 – Acquisition). The Company accounts for its investments in the joint ventures under the equity method of accounting (see Note 14 – Additional Financial Information). Upon closing of the KS HMT joint venture, $16.0 million of goodwill related to the KATE SPADE businesses in Hong Kong, Macau and Taiwan and $14.0 million of net assets of KS HMT were reclassified to Investment in unconsolidated subsidiary. The Company concluded the carrying values of the assets and liabilities for Hong Kong, Macau and Taiwan approximated fair value, due in part to the recent acquisition of those territories from Globalluxe Kate Spade HK Limited (“Globalluxe”). Accordingly, no gain or loss was recorded on formation of KS HMT. The $26.0 million charge to terminate contracts associated with the KSC joint venture is recorded in Selling, general & administrative expenses (“SG&A”) on the accompanying Condensed Consolidated Statement of Operations. On January 29, 2015, the Company announced that it is focusing its business on kate spade new york. As part of this business model, the Company discontinued KATE SPADE SATURDAY as a standalone business. The Company also announced a new business model for JACK SPADE to leverage the distribution network of its retail partners and expand its e-commerce platform. As part of these actions, substantially all of KATE SPADE SATURDAY’s Company-owned and three partnered store locations were closed by the end of the second quarter of 2015. The Company also closed JACK SPADE’s Company-owned stores by the end of the second quarter of 2015. These initiatives do not represent a strategic shift in the Company’s operations and therefore are not reported as discontinued operations. On February 3, 2014, the Company sold 100.0% of the capital stock of Lucky Brand Dungarees, Inc. (“Lucky Brand”) to LBD Acquisition Company, LLC (“LBD Acquisition”), a Delaware limited liability company and affiliate of Leonard Green & Partners, L.P., for an aggregate payment of $225.0 million, comprised of $140.0 million cash consideration and a three-year $85.0 million note (the “Lucky Brand Note”) issued by the successor of LBD Acquisition, Lucky Brand Dungarees, LLC (“Lucky Brand LLC”) at closing, subject to working capital and other adjustments. On March 4, 2015, the Company and Lucky Brand LLC entered into a transfer and settlement agreement (the “Lucky Brand Note Agreement”) to settle the Lucky Brand Note in full, prior to its maturity. Pursuant to the terms of the Lucky Brand Note Agreement, Lucky Brand LLC paid the Company $81.0 million to settle the principal balance of the Lucky Brand Note and related unpaid interest. Giving effect to the Lucky Brand Note Agreement, since the date of issuance, the Company collected aggregate principal and interest under the Lucky Brand Note of $89.0 million. The transactions contemplated by the Lucky Brand Note Agreement closed on March 4, 2015, and the Company recognized a $9.9 million loss on the settlement of the Lucky Brand Note in the first quarter of 2015. On November 6, 2013, the Company completed the sale of its Juicy Couture brandname and related intellectual property assets (the “Juicy Couture IP”) to an affiliate of Authentic Brands Group (“ABG”) for a total purchase price of $195.0 million. An additional payment may be payable to the Company in an amount of up to $10.0 million if certain conditions regarding future performance are achieved. The Juicy Couture IP was licensed back to the Company until December 31, 2014 to accommodate the wind-down of operations. Juicy Couture paid guaranteed minimum royalties to ABG of $10.0 million during the term of the wind-down license. On March 29, 2014, the Company entered into an agreement to sell its Juicy Couture business in Europe to an operating partner of ABG for $8.6 million, subject to working capital adjustments. The transaction closed on April 7, 2014. On November 19, 2013, the Company entered into an agreement to terminate the lease of the Juicy Couture flagship store on Fifth Avenue in New York City in exchange for $51.0 million. On May 15, 2014, the Company surrendered such premises to the landlord and received proceeds of $45.8 million (net of taxes and fees), in addition to $5.0 million previously received by the Company. The activities of the Company’s former Lucky Brand and Juicy Couture businesses have been segregated and reported as discontinued operations for all periods presented. Summarized financial data for the aforementioned brands that are classified as discontinued operations are provided in Note 3 – Discontinued Operations and Disposals. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the reported interim periods. Results of operations for interim periods are not necessarily indicative of results for the full year. Management has evaluated events or transactions that have occurred from the balance sheet date through the date the Company issued these financial statements. NATURE OF OPERATIONS Kate Spade & Company is engaged primarily in the design and marketing of a broad range of accessories and apparel. The Company’s fiscal year ends on the Saturday closest to December 31. The 2015 fiscal year, ending January 2, 2016, reflects a 52-week period, resulting in a 13-week, three-month period and a 39-week, nine-month period for the third quarter. The 2014 fiscal year, ending January 3, 2015, reflects a 53-week period, resulting in a 13-week, three-month period and a 40-week, nine-month period for the third quarter. PRINCIPLES OF CONSOLIDATION The Condensed Consolidated Financial Statements include the accounts of the Company. All inter-company balances and transactions have been eliminated in consolidation. USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES The Company’s critical accounting policies are those that are most important to the portrayal of its financial condition and results of operations in conformity with US GAAP. These critical accounting policies are applied in a consistent manner throughout all periods presented. The Company’s critical accounting policies are summarized in Note 1 of Notes to Consolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year ended January 3, 2015. The application of critical accounting policies requires that the Company make estimates and assumptions about future events and apply judgments that affect the reported amounts of revenues and expenses. Estimates by their nature are based on judgments and available information. Therefore, actual results could materially differ from those estimates under different assumptions and conditions. The Company continues to monitor the critical accounting policies to ensure proper application of current rules and regulations. During the third quarter of 2015, there were no significant changes in the critical accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2015. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS On January 4, 2015, the first day of the Company’s 2015 fiscal year, the Company adopted new accounting guidance on the reporting of discontinued operations, which revised the threshold for a disposal to qualify as a discontinued operation and required new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation (see Note 3 – Discontinued Operations and Disposals) . |
ACQUISITION
ACQUISITION | 9 Months Ended |
Oct. 03, 2015 | |
ACQUISITION | |
ACQUISITION | 2. ACQUISITION On February 5, 2014, the Company, through its Kate Spade, LLC and Kate Spade Hong Kong Ltd. subsidiaries, reacquired existing KATE SPADE businesses in Southeast Asia from Globalluxe for a purchase price of $32.3 million, including $2.3 million for working capital and other previously agreed adjustments. The Company’s distribution partner operates the KATE SPADE businesses in Singapore, Malaysia, Indonesia and Thailand through distribution agreements and funded approximately $1.5 million to Globalluxe to acquire operating assets in those regions. Globalluxe and its distribution partners operated six stores and one concession in Hong Kong, one concession in Taiwan, one store in Macau, two stores and one concession in Singapore, two stores in Malaysia, three stores and one concession in Indonesia, and two stores and six concessions in Thailand. Prior to the acquisition from Globalluxe, the Company maintained wholesale distribution to Globalluxe. Following the transaction, the Company maintains wholesale distribution to distributors who operate the businesses in Singapore, Malaysia, Indonesia and Thailand. From the date of the acquisition, the Company directly owned and operated the businesses in Hong Kong, Macau and Taiwan and continued to do so until the conversion of those businesses to a joint venture with Walton Brown in the first quarter of 2015. The allocation of the purchase price to the assets acquired and liabilities assumed was based upon the estimated fair values at the date of acquisition. The excess of the purchase price over the net tangible and identifiable intangible assets was reflected as goodwill. Accordingly, the Company recorded $21.8 million of goodwill, which was reflected in the KATE SPADE International reportable segment until the businesses in Hong Kong, Macau and Taiwan were converted to the joint venture with Walton Brown, at which time $16.0 million of such goodwill was reclassified to Investment in unconsolidated subsidiary. The following table summarizes the estimated fair values of the assets acquired as of the acquisition date: In thousands Assets acquired: Current assets $ Property and equipment, net Goodwill and intangibles, net (a) Other assets Total assets acquired $ (a) In the first quarter of 2015, $16.0 million of the goodwill related to the KATE SPADE businesses in Hong Kong, Macau and Taiwan was reclassified to Investment in unconsolidated subsidiary upon closing of the KS HMT joint venture with Walton Brown (see Note 1 – Basis of Presentation). The following table presents details of the acquired intangible assets: In thousands Useful Life Estimated Fair Value Reacquired distribution rights 1.7 years $ Retail customer list 3 years |
DISCONTINUED OPERATIONS AND DIS
DISCONTINUED OPERATIONS AND DISPOSALS | 9 Months Ended |
Oct. 03, 2015 | |
DISCONTINUED OPERATIONS AND DISPOSALS | |
DISCONTINUED OPERATIONS AND DISPOSALS | 3. DISCONTINUED OPERATIONS AND DISPOSALS Discontinued Operations The Company completed the sale of Lucky Brand in February of 2014 and substantially completed the wind-down operations of the Juicy Couture business in the second quarter of 2014. The Company recorded pretax (charges) income of $(1.4) million and $131.0 million ($(1.4) million and $128.0 million, after tax) during the nine months ended October 3, 2015 and October 4, 2014, respectively, and $0.1 million and $(2.8) million ($0.1 million and $(5.8) million, after tax) during the three months ended October 3, 2015 and October 4, 2014, respectively, to reflect the estimated difference between the carrying value of the net assets disposed and their estimated fair value, less costs to dispose, including transaction costs. Summarized results of discontinued operations are as follows: Nine Months Ended Three Months Ended October 3, 2015 (39 Weeks) October 4, 2014 (40 Weeks) October 3, 2015 (13 Weeks) October 4, 2014 (13 Weeks) In thousands Net sales $ $ $ ) $ Loss before (benefit) provision for income taxes $ ) $ ) $ ) $ ) (Benefit) provision for income taxes ) ) Loss from discontinued operations, net of income taxes $ ) $ ) $ ) $ ) (Loss) gain on disposal of discontinued operations, net of income taxes $ ) $ $ $ ) The Company recorded charges of $3.5 million and $25.4 million during the nine months ended October 3, 2015 and October 4, 2014, respectively, and $2.9 million and $0.3 million during the three months ended October 3, 2015 and October 4, 2014, respectively, related to its streamlining initiatives within Discontinued operations, net of income taxes. Other As discussed in Note 1 – Basis of Presentation, the Company completed substantially all of the closures of its KATE SPADE SATURDAY operations and JACK SPADE retail stores in the second quarter of 2015. Although such dispositions are individually significant, they do not represent a strategic shift in the Company’s operations and are not reflected as discontinued operations. The Company recorded pretax losses of $21.1 million and $20.4 million during the nine months ended October 3, 2015 and October 4, 2014, respectively, and $3.5 million and $6.2 million during the three months ended October 3, 2015 and October 4, 2014, respectively, related to the KATE SPADE SATURDAY and JACK SPADE retail stores that were substantially disposed in the second quarter of 2015. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Oct. 03, 2015 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 4. STOCKHOLDERS’ EQUITY Activity for the nine months ended October 3, 2015 in the Capital in excess of par value, Retained earnings and Common stock in treasury, at cost accounts was as follows: In thousands Capital in Excess of Par Value Retained Earnings Common Stock in Treasury, at Cost Balance as of January 3, 2015 $ $ $ ) Net loss -- ) -- Exercise of stock options -- ) Restricted shares issued, net of cancellations and shares withheld for taxes -- ) Share-based compensation -- -- Balance as of October 3, 2015 $ $ $ ) Activity for the nine months ended October 4, 2014 in the Capital in excess of par value, Retained earnings and Common stock in treasury, at cost accounts was as follows: In thousands Capital in Excess of Par Value Retained Earnings Common Stock in Treasury, at Cost Balance as of December 28, 2013 $ $ $ ) Net income -- -- Exercise of stock options -- ) Restricted shares issued, net of cancellations and shares withheld for taxes -- ) Share-based compensation -- -- Balance as of October 4, 2014 $ $ $ ) Accumulated other comprehensive (loss) income consisted of the following: In thousands October 3, 2015 January 3, 2015 October 4, 2014 Cumulative translation adjustment, net of income taxes of $0 $ ) $ ) $ ) Unrealized gains on cash flow hedging derivatives, net of income taxes of $284, $1,168 and $417, respectively Accumulated other comprehensive loss, net of income taxes $ ) $ ) $ ) The following table presents the change in each component of Accumulated other comprehensive (loss) income, net of income taxes for the nine months ended October 3, 2015: In thousands Cumulative Translation Adjustment Unrealized Gains (Losses) on Cash Flow Hedging Derivatives Balance as of January 3, 2015 $ ) $ Other comprehensive loss before reclassification ) ) Amounts reclassified from accumulated other comprehensive income -- ) Net current-period other comprehensive loss ) ) Balance as of October 3, 2015 $ ) $ The following table presents the change in each component of Accumulated other comprehensive (loss) income, net of income taxes for the nine months ended October 4, 2014: In thousands Cumulative Translation Adjustment Unrealized Gains (Losses) on Cash Flow Hedging Derivatives Balance as of December 28, 2013 $ ) $ Other comprehensive (loss) income before reclassification ) Amounts reclassified from accumulated other comprehensive income -- ) Net current-period other comprehensive loss ) ) Balance as of October 4, 2014 $ ) $ The following table presents the change in each component of Accumulated other comprehensive (loss) income, net of income taxes for the three months ended October 3, 2015: In thousands Cumulative Translation Adjustment Unrealized Gains (Losses) on Cash Flow Hedging Derivatives Balance as of July 4, 2015 $ ) $ Other comprehensive income (loss) before reclassification ) Amounts reclassified from accumulated other comprehensive income -- ) Net current-period other comprehensive income (loss) ) Balance as of October 3, 2015 $ ) $ The following table presents the change in each component of Accumulated other comprehensive (loss) income, net of income taxes for the three months ended October 4, 2014: In thousands Cumulative Translation Adjustment Unrealized Gains (Losses) on Cash Flow Hedging Derivatives Balance as of July 5, 2014 $ ) $ Other comprehensive (loss) income before reclassification ) Amounts reclassified from accumulated other comprehensive income -- ) Net current-period other comprehensive (loss) income ) Balance as of October 4, 2014 $ ) $ |
INVENTORIES, NET
INVENTORIES, NET | 9 Months Ended |
Oct. 03, 2015 | |
INVENTORIES, NET | |
INVENTORIES, NET | 5. INVENTORIES, NET Inventories, net consisted of the following: In thousands October 3, 2015 January 3, 2015 October 4, 2014 Raw materials and work in process $ $ $ Finished goods Total inventories, net $ $ $ |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Oct. 03, 2015 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: In thousands October 3, 2015 January 3, 2015 October 4, 2014 Land and buildings $ $ $ Machinery and equipment Furniture and fixtures Leasehold improvements Less: Accumulated depreciation and amortization Total property and equipment, net $ $ $ Depreciation and amortization expense on property and equipment for the nine months ended October 3, 2015 and October 4, 2014 was $27.0 million and $26.5 million, respectively, which included depreciation for property and equipment under capital leases of $0.6 million. Depreciation and amortization expense on property and equipment for the three months ended October 3, 2015 and October 4, 2014 was $9.3 million and $9.4 million, respectively, which included depreciation for property and equipment under capital leases of $0.2 million. Property and equipment under capital leases was $9.3 million as of October 3, 2015, January 3, 2015 and October 4, 2014. |
GOODWILL AND INTANGIBLES, NET
GOODWILL AND INTANGIBLES, NET | 9 Months Ended |
Oct. 03, 2015 | |
GOODWILL AND INTANGIBLES, NET | |
GOODWILL AND INTANGIBLES, NET | 7. GOODWILL AND INTANGIBLES, NET The following tables disclose the carrying value of all intangible assets: In thousands Weighted Average Amortization Period October 3, 2015 January 3, 2015 October 4, 2014 Amortized intangible assets: Gross carrying amount: Owned trademarks (a) -- $ $ $ Customer relationships 12 years Merchandising rights 4 years Reacquired rights 3 years Other 4 years Subtotal Accumulated amortization: Owned trademarks ) ) ) Customer relationships ) ) ) Merchandising rights ) ) ) Reacquired rights ) ) ) Other ) ) ) Subtotal ) ) ) Net: Owned trademarks -- -- Customer relationships Merchandising rights Reacquired rights Other Total amortized intangible assets, net Unamortized intangible assets: Owned trademarks Total intangible assets $ $ $ Goodwill (b) $ $ $ (a) The change in the balance reflected a non-cash impairment charge of $1.5 million related to the TRIFARI trademark recorded in the fourth quarter of 2014. (b) The decrease in the balance primarily reflected the reclassification of $16.0 million of the goodwill related to the KATE SPADE businesses in Hong Kong, Macau and Taiwan to Investment in unconsolidated subsidiary in the first quarter of 2015 upon closing of the joint venture with Walton Brown (see Note 1 – Basis of Presentation and Note 2 - Acquisition). Amortization expense of intangible assets was $6.9 million and $6.5 million for the nine months ended October 3, 2015 and October 4, 2014, respectively, and $2.4 million and $1.9 million for the three months ended October 3, 2015 and October 4, 2014, respectively. The estimated amortization expense for intangible assets for the next five fiscal years is as follows: Fiscal Year Amortization Expense (In millions) 2015 $ 2016 2017 2018 2019 The changes in carrying amount of goodwill for the nine months ended October 3, 2015 were as follows: In thousands KATE SPADE International Adelington Design Group Total Balance as of January 3, 2015 $ $ $ Reclassification of goodwill to Investment in unconsolidated subsidiary (a) ) -- ) Translation adjustment ) Balance as of October 3, 2015 $ $ $ (a) Represents the reclassification of the goodwill related to the KATE SPADE businesses in Hong Kong, Macau and Taiwan to Investment in unconsolidated subsidiary in the first quarter of 2015 upon closing of the joint venture with Walton Brown (see Note 1 – Basis of Presentation and Note 2 – Acquisition). The changes in carrying amount of goodwill for the nine months ended October 4, 2014 were as follows: In thousands KATE SPADE International Adelington Design Group Total Balance as of December 28, 2013 $ $ $ Acquisition of existing KATE SPADE businesses in Southeast Asia -- Translation adjustment ) ) ) Balance as of October 4, 2014 $ $ $ The Company completed its annual goodwill impairment tests as of the first day of the third quarter of 2015. No impairment was recognized as of that date. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Oct. 03, 2015 | |
INCOME TAXES | |
INCOME TAXES | 8 . INCOME TAXES During the third quarter of 2015 and 2014, the Company continued to record a full valuation allowance on deferred tax assets in most jurisdictions due to the combination of its history of pretax losses and its inability to carry back tax losses or credits. The Company’s provision for income taxes for the nine and three months ended October 3, 2015, primarily represented increases in deferred tax liabilities for indefinite-lived intangible assets, current tax on operations in certain jurisdictions and an increase in the accrual for interest related to uncertain tax positions. The Company’s benefit for income taxes for the nine and three months ended October 4, 2014 primarily represented an income tax benefit within continuing operations due to the recognition of tax expense within discontinued operations, partially offset by increases in deferred tax liabilities for indefinite-lived intangible assets, current tax on operations in certain jurisdictions and an increase in the accrual for interest related to uncertain tax positions. During the nine and three months ended October 4, 2014, the Company recorded a tax charge of $3.0 million within discontinued operations related to the dispositions of the Lucky Brand business and Juicy Couture IP and recognized an income tax benefit of a corresponding amount within continuing operations as a result of an intra-period allocation. The number of years with open tax audits varies depending upon the tax jurisdiction. The major tax jurisdictions include the US, Japan, United Kingdom and Canada. The Company is no longer subject to US Federal examination by the Internal Revenue Service (“IRS”) for the years before 2010 and, with a few exceptions, this applies to tax examinations by state authorities as well. Although the years before 2010 are considered to be closed, the IRS and other taxing authorities can also subject the Company’s net operating loss carryforwards to further review when such net operating loss carryforwards are utilized. The Company expects a reduction in the liability for unrecognized tax benefits, inclusive of interest and penalties, by an amount between $0.9 million and $3.2 million within the next 12 months due to either settlement or the expiration of the statute of limitations. As of October 3, 2015, uncertain tax positions of $9.2 million exist, which would provide an effective rate impact in the future if subsequently recognized. |
DEBT AND LINES OF CREDIT
DEBT AND LINES OF CREDIT | 9 Months Ended |
Oct. 03, 2015 | |
DEBT AND LINES OF CREDIT | |
DEBT AND LINES OF CREDIT | 9. DEBT AND LINES OF CREDIT Long-term debt consisted of the following: In thousands October 3, 2015 January 3, 2015 October 4, 2014 Term Loan credit facility, due April 2021 (a) $ $ $ Revolving credit facility -- Capital lease obligations Total debt Less: Short-term borrowings (b) Long-term debt $ $ $ (a) The balance as of October 3, 2015, January 3, 2015 and October 4, 2014 included an unamortized debt discount of $1.6 million, $1.8 million and $1.9 million, respectively. (b) At October 3, 2015, the balance consisted of $4.0 million of Term Loan amortization payments and obligations under capital leases. At January 3, 2015 and October 4, 2014, the balance consisted of $4.0 million of Term Loan amortization payments, outstanding borrowings under the Company’s amended and restated revolving credit facility (as amended to date, the “ABL Facility”) and obligations under capital leases. Senior Notes On April 14, 2014, the Company redeemed $37.2 million aggregate principal amount of its former 10.5% Senior Secured Notes due April 2019 (the “Senior Notes”) at a price equal to 103.0% of their aggregate principal amount, plus accrued interest using cash on hand. On May 12, 2014, the Company redeemed the remaining $334.8 million aggregate principal amount of the Senior Notes at a price equal to 105.25% of their aggregate principal amount, plus accrued interest, with the proceeds from the issuance of term loans in an aggregate principal amount of $400.0 million (collectively, the “Term Loan”). The Company recognized a $16.9 million loss on extinguishment of debt related to these transactions in the second quarter of 2014. Term Loan On April 10, 2014, the Company entered into a term loan credit agreement (the “Term Loan Credit Agreement”), which provides for the Term Loan in an aggregate principal amount of $400.0 million, maturing in April 2021. The Term Loan is subject to amortization payments of $1.0 million per quarter, which commenced on October 1, 2014, with the balance due at maturity. Interest on the outstanding principal amount of the Term Loan accrues at a rate equal to LIBOR (with a floor of 1.0%) plus 3.0% per annum, payable in cash. The Term Loan was funded on May 12, 2014, and the Company used $354.8 million of the net proceeds of $392.0 million from the Term Loan to redeem the Company’s remaining outstanding Senior Notes on May 12, 2014, as discussed above. The Term Loan and other obligations under the Term Loan Credit Agreement are guaranteed by certain of the Company’s restricted subsidiaries (the “Guarantors”), which include (i) all of the Company’s existing material domestic restricted subsidiaries, (ii) all future wholly owned restricted subsidiaries of the Company (other than foreign subsidiaries, CFCs, CFC holding companies and subsidiaries of any of the foregoing and certain immaterial subsidiaries) and (iii) all future non-wholly owned restricted subsidiaries of the Company that guarantee capital markets debt securities or term indebtedness of the Company or any Guarantor. The Term Loan Credit Agreement permits the Company to incur, from time to time, additional incremental term loans under the Term Loan Credit Agreement (subject to obtaining commitments for such term loans) and other pari passu lien indebtedness, subject to an overall limit of $100.0 million plus such additional amount that would cause the Company’s consolidated net total secured debt ratio not to exceed 3.75 to 1.0 on a pro forma basis. Any such incremental term loans and other pari passu lien indebtedness are permitted to share in the collateral described below on a pari passu basis with the Term Loan. The Term Loan may be prepaid, at the Company’s option, in whole or in part, at any time at par plus accrued interest; provided that if the Term Loan is prepaid or refinanced in connection with a repricing transaction within six months after the initial borrowing, a 1.0% penalty is applicable. Subject to certain permitted liens and other exclusions and exceptions, the Term Loan is secured (i) on a first-priority basis by a lien on the Company’s KATE SPADE trademarks and certain related rights owned by the Company and the Guarantors (the “Term Priority Collateral”) and (ii) by a second-priority security interest in the Company’s and the Guarantors’ other assets (the “ABL Priority Collateral” and together with the Term Priority Collateral, the “Collateral”), which secure the Company’s ABL Facility on a first-priority basis. The Term Loan is required to be prepaid in an amount equal to 50.0% of the Company’s Excess Cash Flow (as defined in the Term Loan Credit Agreement) with respect to each fiscal year ending on or after January 2, 2016. The percentage of Excess Cash Flow that must be so applied is reduced to 25.0% if the Company’s consolidated net total debt ratio is less than 2.75 to 1.0 and to 0% if the Company’s consolidated net total debt ratio is less than 2.25 to 1.0. Lenders may elect not to accept mandatory prepayments. The Term Loan Credit Agreement limits the Company’s and restricted subsidiaries’ ability to, among other things, incur indebtedness, make dividend payments or other restricted payments, create liens, sell assets (including securities of the Company’s restricted subsidiaries), permit certain restrictions on dividends and transfers of assets by the Company’s restricted subsidiaries, enter into certain types of transactions with shareholders and affiliates and enter into mergers, consolidations or sales of all or substantially all of the Company’s assets, in each case subject to certain designated exceptions and qualifications. The Term Loan Credit Agreement also contains certain affirmative covenants and events of default that are customary for credit agreements governing term loans. ABL Facility In May 2014, the Company terminated its prior revolving credit agreement and completed a fourth amendment to and restatement of the ABL Facility, which extended the maturity date of the facility to May 2019. Availability under the ABL Facility shall be an amount equal to the lesser of $200.0 million and a borrowing base that is computed monthly and comprised of the Company’s eligible cash, accounts receivable and inventory. The ABL Facility also includes a swingline subfacility of $30.0 million, a multicurrency subfacility of $35.0 million and the option to expand the facility by up to $100.0 million under certain specified conditions. A portion of the ABL Facility up to $125.0 million is available for the issuance of letters of credit, and standby letters of credit may not exceed $40.0 million in the aggregate. The ABL Facility allows two borrowing options: one borrowing option with interest rates based on euro currency rates and a second borrowing option with interest rates based on the alternate base rate, as defined in the ABL Facility, with a spread based on the aggregate availability under the ABL Facility. The ABL Facility is guaranteed by substantially all of the Company’s current domestic subsidiaries, certain of the Company’s future domestic subsidiaries and certain of the Company’s foreign subsidiaries. The ABL Facility is secured by a first-priority lien on substantially all of the assets of the Company and the other borrowers and guarantors (other than certain trademark collateral in which the lenders under the Term Loan Credit Agreement have a first-priority lien, which trademark collateral secures the obligations under the ABL Facility on a second-priority lien basis). The ABL Facility limits the Company’s, and its restricted subsidiaries’ ability to, among other things, incur additional indebtedness, create liens, undergo certain fundamental changes, make investments, sell certain assets, enter into hedging transactions, make restricted payments and pay certain indebtedness, enter into transactions with affiliates, permit certain restrictions on dividends and transfers of assets by the Company’s restricted subsidiaries and enter into sale and leaseback transactions. These covenants are subject to important exceptions and qualifications, and many of the covenants are subject to an exception based on meeting the fixed charge coverage ratio and/or certain minimum availability tests. The ABL Facility also contains representations and warranties (some of which are brought down to the time of each borrowing made), affirmative covenants and events of default that are customary for asset-based revolving credit agreements. In addition, the terms and conditions of the ABL Facility: (i) provide for a decrease in fees and interest rates compared to the Company’s previous asset-based revolving loan facility (including eurocurrency spreads of 1.50% to 2.00% over LIBOR, depending on the level of aggregate availability), (ii) require the Company to maintain pro forma compliance with a fixed charge coverage ratio of 1.0:1.0 on a trailing four-quarter basis if availability under the ABL Facility for three consecutive business days falls below the greater of $15.0 million and 10.0% of the lesser of the aggregate commitments and the borrowing base and (iii) require the Company to apply substantially all cash collections to reduce outstanding borrowings under the ABL Facility if availability under the ABL Facility for three consecutive business days falls below the greater of $20.0 million and 12.5% of the lesser of the aggregate commitments and the borrowing base. The funds available under the ABL Facility may be used for working capital and for general corporate purposes. The Company currently believes that the financial institutions under the ABL Facility are able to fulfill their commitments, although such ability to fulfill commitments will depend on the financial condition of the Company’s lenders at the time of borrowing. As of October 3, 2015, availability under the Company’s ABL Facility was as follows: In thousands Total Facility (a) Borrowing Base (a) Outstanding Borrowings Letters of Credit Issued Available Capacity Excess Capacity (b) Revolving credit facility (a) $ $ $ -- $ $ $ (a) Availability under the ABL Facility is the lesser of $200.0 million or a borrowing base that is computed monthly and comprised of the Company’s eligible cash, accounts receivable and inventory. (b) Excess capacity represents available capacity reduced by the minimum required aggregate borrowing availability under the ABL Facility of $20.0 million. Capital Lease Obligations In the second quarter of 2013, the Company entered into a sale-leaseback agreement for its office building in North Bergen, NJ, which included a sale price of $8.7 million and total lease payments of $26.9 million over a 12-year lease term. The Company’s capital lease obligations of $8.2 million, $8.6 million and $8.7 million as of October 3, 2015, January 3, 2015 and October 4, 2014, respectively, included $0.5 million, $0.5 million and $0.4 million within Short-term borrowings on the accompanying Condensed Consolidated Balance Sheets. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Oct. 03, 2015 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 10. FAIR VALUE MEASUREMENTS The Company utilizes the following three level hierarchy that defines the assumptions used to measure certain assets and liabilities at fair value: Level 1 – Quoted market prices in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 – Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. The following table presents the financial assets and liabilities the Company measured at fair value on a recurring basis, based on the fair value hierarchy: Level 2 In thousands October 3, 2015 January 3, 2015 October 4, 2014 Financial Assets: Derivatives $ $ $ Financial Liabilities: Derivatives $ ) $ -- $ -- The fair values of the Company’s Level 2 derivative instruments were primarily based on observable forward exchange rates. Unobservable quantitative inputs used in the valuation of the Company’s derivative instruments included volatilities, discount rates and estimated credit losses. The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis in 2015, based on such fair value hierarchy: Total Losses Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Nine Months Ended Three Months Ended In thousands October 3, 2015 Level 1 Level 2 Level 3 October 3, 2015 October 3, 2015 Property and equipment $ -- $ -- $ -- $ -- $ $ -- As a result of the Company’s decision to close all KATE SPADE SATURDAY retail operations and JACK SPADE retail stores and no longer directly operate its Company-owned stores in Brazil (see Note 12 – Streamlining Initiatives), the Company determined that a portion of the assets exceeded their fair values, resulting in impairment charges, which were recorded in SG&A on the accompanying Condensed Consolidated Statements of Operations. The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis in 2014, based on such fair value hierarchy: Total Losses Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Nine Months Ended Three Months Ended In thousands October 4, 2014 Level 1 Level 2 Level 3 October 4, 2014 October 4, 2014 Property and equipment $ $ -- $ -- $ -- $ $ -- The fair values of the Company’s Level 3 Property and equipment are based on either a market approach or an income approach using the Company’s forecasted cash flows over the estimated useful lives of such assets, as appropriate. The fair values and carrying values of the Company’s debt instruments are detailed as follows: October 3, 2015 January 3, 2015 October 4, 2014 In thousands Fair Value Carrying Value Fair Value Carrying Value Fair Value Carrying Value Term Loan credit facility, due April 2021 (a) $ $ $ $ $ $ Revolving credit facility (b) -- -- (a) Carrying values include unamortized debt discount. (b) Borrowings under the revolving credit facility bear interest based on market rate; accordingly its fair value approximates its carrying value. The fair values of the Company’s debt instruments were estimated using market observable inputs, including quoted prices in active markets, market indices and interest rate measurements. Within the hierarchy of fair value measurements, these are Level 2 fair values. The fair values of cash and cash equivalents, receivables and accounts payable approximate their carrying values due to the short-term nature of these instruments. As of January 3, 2015, the carrying amount of the Lucky Brand Note was $89.0 million, including initial principal of $85.0 million and accrued payment in kind of $4.0 million. In evaluating its fair value, the Company considered various facts and circumstances, including (i) known changes in market values of comparable instruments in active markets; (ii) the inability to transfer the Lucky Brand Note and the lack of an active market to do so; and (iii) entity specific factors related to the issuer of the Lucky Brand Note including the absence of any factors that would suggest that the counterparty may be unable to meet its obligations under the terms of the Lucky Brand Note. Based on those factors and the inherent subjectivity in evaluating fair value of the Lucky Brand Note and similar instruments, the Company concluded that providing a range of fair value was appropriate. The Company determined the range of fair value of the Lucky Brand Note, including accrued payment in kind, to be between $79.0 million and $89.0 million. The low end of such range was determined using two methods. The Company reviewed the average change in fair value of comparable instruments in active markets and also estimated an implied discount based on the non-transferrable nature of the Lucky Brand Note. The high end of the range considered entity specific circumstances and assumed Lucky Brand LLC would pay the Lucky Brand Note in full. As of October 4, 2014, the estimated fair value of the Lucky Brand Note approximated its carrying value. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Oct. 03, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Buying/Sourcing Pursuant to a buying/sourcing agency agreement, Li & Fung Limited (“Li & Fung”) currently acts as a global buying/sourcing agent. The Company pays Li & Fung an agency commission based on the cost of product purchases using Li & Fung as its buying/sourcing agent. The Company is obligated to use Li & Fung as its buying/sourcing agent for a minimum value of apparel inventory purchases each year. In the first quarter of 2015, the Company amended its buying/sourcing agency agreement with Li & Fung, which included a reduction of the annual minimum value of inventory purchases and a change in the commission rates for certain products, with an initial term through March 31, 2018. The Company’s agreement with Li & Fung is not exclusive. Leases In connection with the disposition of the Lucky Brand business, LIZ CLAIBORNE Canada retail stores, the LIZ CLAIBORNE branded outlet stores in the US and Puerto Rico and certain Mexx Canada retail stores, an aggregate of 277 store leases were assigned to or assumed by third parties, for which the Company or certain subsidiaries of the Company may remain secondarily liable for the remaining obligations on 140 such leases. As of October 3, 2015, the future aggregate payments under these leases amounted to $100.2 million and extended to various dates through 2025. During the second quarter of 2013, the Company entered into a sale-leaseback agreement for its North Bergen, NJ office with a 12-year term and two five-year renewal options. This leaseback was classified as a capital lease and recorded at fair value. As of October 3, 2015, the estimated future minimum lease payments under the noncancelable capital lease were as follows: In millions 2015 $ 2016 2017 2018 2019 Thereafter Total Less: Amounts representing interest and executory costs ) Net present values Less: Capital lease obligations included in short-term debt ) Long-term capital lease obligations $ Other The Company is a party to several pending legal proceedings and claims. Although the outcome of any such actions cannot be determined with certainty, management is of the opinion that the final outcome of any of these actions should not have a material adverse effect on the Company’s financial position, results of operations, liquidity or cash flows. |
STREAMLINING INITIATIVES
STREAMLINING INITIATIVES | 9 Months Ended |
Oct. 03, 2015 | |
STREAMLINING INITIATIVES | |
STREAMLINING INITIATIVES | 12. STREAMLINING INITIATIVES 2015 Actions In the second quarter of 2015, the Company announced that it signed a new distribution agreement for its operations in Latin America, including in Brazil, which will leverage the network of its new partner. As part of these actions, the Company completed the closure of its Company-operated stores during the third quarter of 2015 and no longer operates directly in Brazil. The Company recorded charges related to contract terminations, severance, non-cash asset impairment charges and other costs related to these actions. On January 29, 2015, the Company announced that it is focusing its business on kate spade new york. As part of this business model, the Company discontinued KATE SPADE SATURDAY as a standalone business. The Company also announced a new business model for JACK SPADE to leverage the distribution network of its retail partners and expand its e-commerce platform. As part of these actions, KATE SPADE SATURDAY’s Company-owned and three partnered store locations were substantially closed by the end of the second quarter of 2015. The Company also completed the closure of JACK SPADE’s Company-owned stores. These actions resulted in restructuring charges related to contract assignment and termination costs, severance and non-cash asset impairment charges and were substantially completed in the second quarter of 2015. 2014 Actions In connection with the sale of the Juicy Couture IP and former Lucky Brand business, the Board of Directors of the Company approved various changes to its senior management, which resulted in charges related to severance in the first quarter of 2014. As discussed in Note 17 – Share-Based Compensation, the Company’s Compensation Committee approved the continued vesting of unvested options and restricted stock awards without any required service period or the accelerated vesting of such awards for former employees, including former executive officers. In addition, as a result of the reduction of office space in the Company’s former New York office, the Company recorded charges related to contract terminations and other charges in the first quarter of 2014. For the nine and three months ended October 3, 2015 and October 4, 2014 , expenses associated with the Company’s streamlining actions were primarily recorded in SG&A on the accompanying Condensed Consolidated Statements of Operations and impacted reportable segments and Other as follows: Nine Months Ended Three Months Ended In thousands October 3, 2015 (39 Weeks) October 4, 2014 (40 Weeks) October 3, 2015 (13 Weeks) October 4, 2014 (13 Weeks) KATE SPADE North America $ $ $ $ KATE SPADE International -- -- Adelington Design Group ) Other (a) Total $ $ $ $ (a) Other consists of unallocated corporate restructuring costs and Juicy Couture and Lucky Brand restructuring charges principally related to distribution functions that are not directly attributable to Juicy Couture or Lucky Brand and therefore have not been included in discontinued operations. A summary rollforward of the liability for streamlining initiatives is as follows: In thousands Payroll and Related Costs Contract Termination Costs Asset Write-Downs Other Costs Total Balance at January 3, 2015 $ $ $ -- $ $ 2015 provision (a) 2015 asset write-downs -- -- ) -- ) Translation difference ) -- -- ) ) 2015 spending (a) ) ) -- ) ) Balance at October 3, 2015 (b) $ $ $ -- $ $ (a) Payroll and related costs and spending include $0.3 million of non-cash share-based compensation expense. (b) The balance in other costs at October 3, 2015 includes $3.3 million for a withdrawal liability incurred in 2011 related to a multi-employer pension plan that the Company will pay through June 1, 2016. For the nine months ended October 3, 2015, the Company recorded pretax charges totaling $33.0 million related to these initiatives. The Company expects to pay the remaining accrued streamlining costs in the next 12 months. For the nine months ended October 4, 2014 , the Company recorded pretax charges of $35.0 million related to these initiatives, including $32.6 million of payroll and related costs, $1.3 million of contract termination costs, $0.9 million of asset write-downs and disposals and $0.2 million of other costs. Approximately $7.7 million and $18.2 million of these charges were non-cash during the nine months ended October 3, 2015 and October 4, 2014, respectively. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended |
Oct. 03, 2015 | |
EARNINGS PER COMMON SHARE | |
EARNINGS PER COMMON SHARE | 13. EARNINGS PER COMMON SHARE The following table sets forth the computation of basic and diluted earnings per common share (“EPS”). Nine Months Ended Three Months Ended In thousands October 3, 2015 (39 Weeks) October 4, 2014 (40 Weeks) October 3, 2015 (13 Weeks) October 4, 2014 (13 Weeks) (Loss) income from continuing operations $ ) $ ) $ $ (Loss) income from discontinued operations, net of income taxes ) ) ) Net (loss) income $ ) $ $ $ ) Basic weighted average shares outstanding Stock options and nonvested shares (a) -- -- Diluted weighted average shares outstanding (Loss) earnings per share: Basic (Loss) income from continuing operations $ ) $ ) $ $ (Loss) income from discontinued operations $ ) $ $ ) $ ) Net (loss) income $ ) $ $ $ ) Diluted (Loss) income from continuing operations $ ) $ ) $ $ (Loss) income from discontinued operations $ ) $ $ ) $ ) Net (loss) income $ ) $ $ $ ) (a) Because the Company incurred a loss from continuing operations for the nine months ended October 3, 2015 and October 4, 2014, approximately 0.9 million and 1.1 million outstanding stock options, respectively, and approximately 2.0 million and 1.7 million outstanding nonvested shares, respectively, were excluded from the computation of diluted loss per share. |
ADDITIONAL FINANCIAL INFORMATIO
ADDITIONAL FINANCIAL INFORMATION | 9 Months Ended |
Oct. 03, 2015 | |
ADDITIONAL FINANCIAL INFORMATION | |
ADDITIONAL FINANCIAL INFORMATION | 14. ADDITIONAL FINANCIAL INFORMATION Condensed Consolidated Statements of Cash Flows Supplementary Disclosures During the nine months ended October 3, 2015 and October 4, 2014, net income tax (payments) refunds were $(2.6) million and $0.3 million, respectively. The Company received interest payments of $9.4 million for the nine months ended October 3, 2015, including outstanding interest and payment in kind under the Lucky Brand Note. During the nine months ended October 3, 2015 and October 4, 2014, the Company made interest payments of $13.0 million and $29.9 million, respectively. As of October 3, 2015, January 3, 2015 and October 4, 2014, the Company accrued capital expenditures totaling $11.1 million, $9.8 million and $14.2 million, respectively. On February 3, 2014, the Company received a three-year $85.0 million note issued by Lucky Brand LLC, which was reflected in Note Receivable on the accompanying Condensed Consolidated Balance Sheets prior to its redemption in the first quarter of 2015 (see Note 1 – Basis of Presentation). During 2014, the Company made business acquisition payments of $32.3 million related to the reacquisition of the KATE SPADE businesses in Southeast Asia (see Note 2 – Acquisition). Related Party Transactions The Company’s equity in losses of its equity investees was $4.1 million and $1.4 million for the nine months ended October 3, 2015 and October 4, 2014, respectively, and $1.3 million and $1.2 million for the three months ended October 3, 2015 and October 4, 2014, respectively. During the third quarter of 2015, Kate Spade Hong Kong, Limited and Walton Brown each loaned $5.0 million to KSC. As of October 3, 2015, January 3, 2015 and October 4, 2014, the Company recorded $28.3 million, $9.2 million and $8.0 million, respectively, related to its investments in unconsolidated subsidiaries, which was included in Other assets on the accompanying Condensed Consolidated Balance Sheets. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Oct. 03, 2015 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 15. SEGMENT REPORTING The Company operates its kate spade new york and JACK SPADE brands through one operating segment in North America and four operating segments internationally: Japan, Asia (excluding Japan), Europe and Latin America. The Company’s Adelington Design Group reportable segment is also an operating segment. The three reportable segments described below represent the Company’s activities for which separate financial information is available and which is utilized on a regular basis by the Company’s CODM to evaluate performance and allocate resources. In identifying the Company’s reportable segments, the Company considers its management structure and the economic characteristics, products, customers, sales growth potential and long-term profitability of its operating segments. As such, the Company configured its operations into the following three reportable segments: · KATE SPADE North America segment – consists of the Company’s kate spade new york and JACK SPADE brands in North America. · KATE SPADE International segment – consists of the Company’s kate spade new york and JACK SPADE brands in International markets (principally in Japan, Asia (excluding Japan), Europe and Latin America ). · Adelington Design Group segment – consists of: (i) exclusive arrangements to supply jewelry for the LIZ CLAIBORNE and MONET brands and (ii) the licensed LIZWEAR and LIZ CLAIBORNE NEW YORK brands. The Company’s Chief Executive Officer has been identified as the CODM. The Company’s measure of segment profitability is Adjusted EBITDA of each reportable segment. Accordingly, the CODM evaluates performance and allocates resources based primarily on Segment Adjusted EBITDA. Segment Adjusted EBITDA excludes: (i) depreciation and amortization; (ii) charges due to streamlining initiatives, brand-exiting activities and acquisition related costs; (iii) losses on asset disposals and impairments; and (iv) the $26.0 million charge incurred in the first quarter of 2015 to terminate contracts with the Company’s former joint venture partner in China. The costs of all corporate departments that serve the respective segment are fully allocated. The Company does not allocate amounts reported below Operating income (loss) to its reportable segments, other than adjusted equity income (loss) in equity method investees. The Company’s definition of Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies. The accounting policies of the Company’s reportable segments are the same as those described in Note 1 – Basis of Presentation. Sales are reported based on a destination basis. The Company, as licensor, also licenses to third parties the right to produce and market products bearing certain Company-owned trademarks. Dollars in thousands Net Sales % to Total Adjusted EBITDA % of Sales Nine Months Ended October 3, 2015 (39 weeks) KATE SPADE North America $ % $ % KATE SPADE International % % Adelington Design Group % % Totals $ % Nine Months Ended October 4, 2014 (40 weeks) KATE SPADE North America $ % $ % KATE SPADE International % % Adelington Design Group % % Other (a) -- -- % ) -- % Totals $ % Dollars in thousands Net Sales % to Total Adjusted EBITDA % of Sales Three Months Ended October 3, 2015 (13 weeks) KATE SPADE North America $ % $ % KATE SPADE International % % Adelington Design Group % % Totals $ % Three Months Ended October 4, 2014 (13 weeks) KATE SPADE North America $ % $ % KATE SPADE International % ) )% Adelington Design Group % % Other (a) -- -- % ) -- % Totals $ % (a) Other consists of expenses principally related to distribution functions that were included in Juicy Couture and Lucky Brand historical results, but are not directly attributable to those businesses and therefore have not been included in discontinued operations. The following tables provide a reconciliation to (Loss) Income from Continuing Operations: Nine Months Ended Three Months Ended In thousands October 3, 2015 (39 Weeks) October 4, 2014 (40 Weeks) October 3, 2015 (13 Weeks) October 4, 2014 (13 Weeks) Reportable Segments Adjusted EBITDA: KATE SPADE North America $ $ $ $ KATE SPADE International (a) ) Adelington Design Group Other (b) -- ) -- ) Total Reportable Segments Adjusted EBITDA Depreciation and amortization, net (c) ) ) ) ) Charges due to streamlining initiatives (d) , brand-exiting activities, acquisition related costs and loss on asset disposals and impairments, net ) ) ) ) Joint venture contract termination fee ) -- -- -- Share-based compensation (e) ) ) ) ) Adjusted equity loss included in Reportable Segments Adjusted EBITDA (f) Operating (Loss) Income ) ) Other expense, net (a) ) ) ) ) Loss on settlement of note receivable ) -- -- -- Loss on extinguishment of debt -- ) -- -- Interest expense, net ) ) ) ) Provision (benefit) for income taxes ) ) (Loss) Income from Continuing Operations $ ) $ ) $ $ (a) Amounts include equity in the adjusted losses of the Company’s equity method investees of $3.6 million and $1.4 million for the nine months ended October 3, 2015 and October 4, 2014, respectively and $0.9 million and $1.2 million for the three months ended October 3, 2015 and October 4, 2014, respectively. (b) Other consists of expenses principally related to distribution functions that were included in Juicy Couture and Lucky Brand historical results, but are not directly attributable to those businesses and therefore have not been included in discontinued operations. (c) Excludes amortization included in Interest expense, net. (d) See Note 12 – Streamlining Initiatives for a discussion of streamlining charges. (e) Includes share-based compensation expense of $0.3 million and $17.2 million in the nine months ended October 3, 2015 and October 4, 2014 , respectively, and $0.1 million and $0.3 million in the three months ended October 3, 2015 and October 4, 2014, respectively, that was classified as restructuring. (f) Excludes joint venture restructuring expense included in equity losses of $0.5 million in the nine months ended October 3, 2015 and $0.4 million in the three months ended October 3, 2015. GEOGRAPHIC DATA: Dollars in thousands Net Sales % to Total Nine Months Ended October 3, 2015 (39 weeks) Domestic $ International Totals $ Nine Months Ended October 4, 2014 (40 weeks) Domestic $ International Totals $ Three Months Ended October 3, 2015 (13 weeks) Domestic $ International Totals $ Three Months Ended October 4, 2014 (13 weeks) Domestic $ International Totals $ There were no significant changes in segment assets during the nine months ended October 3, 2015. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 9 Months Ended |
Oct. 03, 2015 | |
DERIVATIVE INSTRUMENTS | |
DERIVATIVE INSTRUMENTS | 16. DERIVATIVE INSTRUMENTS In order to reduce exposures related to changes in foreign currency exchange rates, the Company uses forward contracts and options and may utilize foreign currency collars and swap contracts for the purpose of hedging the specific exposure to variability in forecasted cash flows associated primarily with inventory purchases mainly by its business in Japan. As of October 3, 2015, the Company had forward contracts maturing through June 2016 to sell 1.7 billion yen for $14.4 million. The Company also had option contracts maturing through December 2016 to sell 2.4 billion yen for $20.7 million. The Company uses foreign currency forward contracts outside the cash flow hedging program to manage currency risk associated with intercompany loans. As of October 3, 2015, the Company had forward contracts to sell 4.0 billion yen for $33.3 million maturing through December 2015. Transaction (losses) gains of $(0.1) million and $1.3 million related to these derivative instruments were reflected within Other expense, net for the nine months ended October 3, 2015 and October 4, 2014, respectively, and $(0.8) million and $2.4 million for the three months ended October 3, 2015 and October 4, 2014, respectively. These transaction gains and losses were substantially offset by transaction gains and losses on the corresponding intercompany loans. The following table summarizes the fair value and presentation in the Condensed Consolidated Financial Statements for derivatives designated as hedging instruments and derivatives not designated as hedging instruments: Foreign Currency Contracts Designated as Hedging Instruments In thousands Asset Derivatives Liability Derivatives Period Balance Sheet Location Notional Amount Fair Value Balance Sheet Location Notional Amount Fair Value October 3, 2015 Other current assets $ $ 1,515 Accrued expenses $ $ 93 January 3, 2015 Other current assets Accrued expenses -- -- October 4, 2014 Other current assets Accrued expenses -- -- Foreign Currency Contracts Not Designated as Hedging Instruments In thousands Asset Derivatives Liability Derivatives Period Balance Sheet Location Notional Amount Fair Value Balance Sheet Location Notional Amount Fair Value October 3, 2015 Other current assets $ -- $ -- Accrued expenses $ $ 67 January 3, 2015 Other current assets Accrued expenses -- -- October 4, 2014 Other current assets Accrued expenses -- -- The following table summarizes the effect of foreign currency exchange contracts designated as hedging instruments on the Condensed Consolidated Financial Statements: In thousands Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Operations (Effective and Ineffective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Operations (Effective Portion) Amount Recognized in Operations on Derivative (Ineffective Portion) Nine months ended October 3, 2015 $ ) Cost of goods sold $ $ -- Nine months ended October 4, 2014 Cost of goods sold -- Three months ended October 3, 2015 ) Cost of goods sold -- Three months ended October 4, 2014 Cost of goods sold -- |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Oct. 03, 2015 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 17. SHARE-BASED COMPENSATION The Company recognizes the cost of all employee share-based awards on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures. The Company issues stock options and restricted shares as well as shares with performance features to employees under share-based compensation plans. Stock options are issued at the current market price, have a three-year vesting period and a contractual term of 7-10 years. Compensation expense for restricted shares, including shares with performance features, is measured at fair value on the date of grant based on the number of shares granted and the quoted market price of the Company’s common stock. Such value is recognized as expense over the vesting period of the award, net of estimated forfeitures. Compensation expense for restricted share units with performance features and a market condition is measured at fair value, subject to the market condition on the date of grant and based on the number of shares expected to vest subject to the performance condition. Such value is recognized as expense over the vesting period of the award, net of estimated forfeitures. Compensation expense related to the Company’s share-based payment awards totaled $19.4 million, which included $0.3 million that was classified as restructuring, for the nine months ended October 3, 2015 and $6.6 million, which included $0.1 million that was classified as restructuring, for the three months ended October 3, 2015. During 2014, the Company’s Compensation Committee approved the continued vesting of unvested options and restricted stock awards without any required service period or the accelerated vesting of such awards for former employees, including former executive officers, upon their separation from the Company. Compensation expense related to the Company’s share-based payment awards totaled $31.8 million, which included $17.2 million that was classified as restructuring, for the nine months ended October 4, 2014 and $5.8 million, which included $0.3 million that was classified as restructuring, for the three months ended October 4, 2014. Stock Options The Company grants stock options to certain domestic and international employees. These options are subject to transfer restrictions and risk of forfeiture until earned by continuing employment. Stock options are issued at the current market price and have a three-year vesting period and a contractual term of 7-10 years. The Company utilizes the Binomial lattice pricing model to estimate the fair value of options granted. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates and to allow for actual exercise behavior of option holders. Nine Months Ended Valuation Assumptions: October 3, 2015 Weighted-average fair value of options granted $15.92 Historic volatility 76.5% Weighted-average volatility 58.7% Expected term (in years) 4.2 Dividend yield — Risk-free rate 1.9% Expected annual forfeiture 15.3% Expected volatilities are based on a term structure of implied volatility, which assumes changes in volatility over the life of an option. The Company utilizes historical optionee behavioral data to estimate the option exercise and termination rates that are used in the valuation model. The expected term represents an estimate of the period of time options are expected to remain outstanding. The expected term provided in the above table represents an option weighted-average expected term based on the estimated behavior of distinct groups of employees who received options in 2015. The range of risk-free rates is based on a forward curve of interest rates at the time of option grant. A summary of award activity under stock option plans as of October 3, 2015 and changes therein during the nine month period then ended are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 3, 2015 $ $ Granted Exercised ) Cancelled ) Outstanding at October 3, 2015 $ $ Vested or expected to vest at October 3, 2015 $ $ Exercisable at October 3, 2015 $ $ As of October 3, 2015 , there were approximately 0.3 million nonvested stock options. The weighted average grant date fair value per award for nonvested stock options was $13.22. As of October 3 , 2015 , there was $2.5 million of total unrecognized compensation cost related to nonvested stock options granted under the Company’s stock option plans. That expense is expected to be recognized over a weighted average period of 1.6 years. The total fair value of shares vested during the nine months ended October 3 , 2015 and October 4 , 2014 was $2.3 million and $3.2 million, respectively. Restricted Stock In 2015, the Company granted 105,245 market share units (“MSUs”) to a group of key executives with an aggregate grant date fair value of $4.6 million and which vest 50% on each of the second and third anniversaries of the grant date as part of an annual long-term incentive plan (“LTIP”). The MSUs earned will vary from 30% to 200% of the number of MSUs awarded depending on the actual performance of the Company’s stock price over the vesting periods. The fair value for the MSUs granted was calculated using the Monte Carlo simulation model. For the nine months ended October 3, 2015, the following assumptions were used in determining fair value: Nine Months Ended Valuation Assumptions: October 3, 2015 Weighted-average fair value $43.35 Expected volatility 43.2% Dividend yield — Risk-free rate 1.1 % to 1.7 % Weighted-average expected annual forfeiture 5.0 % The other portion of the LTIP consists of an award of 243,419 performance shares that vests on the third anniversary of the grant date. The number of performance shares earned will vary from zero to 200% of the number of awards granted depending on the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the S&P Mid-Cap 400 Index as well as an earnings-based performance condition. The performance shares have a grant date fair value of $9.1 million that was calculated using a Monte Carlo simulation model. For the nine months ended October 3, 2015, the following assumptions were used in determining fair value: Nine Months Ended Valuation Assumptions: October 3, 2015 Weighted-average fair value $37.47 Expected volatility 41.6% Dividend yield — Risk-free rate 1.0 % Weighted-average expected annual forfeiture 4.1 % A summary of award activity under restricted stock plans as of October 3, 2015 and changes therein during the nine month period then ended are as follows: Shares Weighted Average Grant Date Fair Value Nonvested stock at January 3, 2015 $ Granted Vested ) Cancelled ) Nonvested stock at October 3, 2015 $ Expected to vest as of October 3, 2015 (a) $ (a) Excludes the potential impact of the performance share multiplier, which will vary from 30% to 200% of the number of MSUs awarded depending on the actual performance of the Company’s stock price over the vesting periods and zero to 200% of the number of LTIP awards granted depending on the Company’s TSR relative to the TSR of the S&P Mid-Cap 400 Index. As of October 3, 2015, there was $44.1 million of total unrecognized compensation cost related to non vested stock awards granted under restricted stock plans. That expense is expected to be recognized over a weighted average period of 2.2 years. The total fair value of shares vested during the nine month periods ended October 3, 2015 and October 4, 2014 was $2.2 million and $6.8 million, respectively. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Oct. 03, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | 18. RECENT ACCOUNTING PRONOUNCEMENTS In July 2015, new accounting guidance on accounting for inventory was issued, which requires entities to measure inventory at the lower of cost and net realizable value. This guidance is effective for interim and annual periods beginning on or after December 15, 2016. The Company is currently evaluating the impact of the adoption of the new accounting guidance on its financial statements. In April 2015, new accounting guidance was issued which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In addition, in August 2015, new accounting guidance was issued to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. This guidance is effective for interim and annual periods beginning on or after December 15, 2015. The Company will reclassify the carrying value of its debt issuance costs related to the Term Loan from an asset to a liability upon adoption. In January 2015, new accounting guidance was issued which removes the concept of extraordinary items from US GAAP. Under the existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is of an unusual nature and occurs infrequently. This separate presentation (and corresponding earnings per share impact) will no longer be allowed. This guidance is effective for interim and annual periods beginning on or after December 15, 2015. Early adoption is permitted. The adoption of the new guidance will not affect the Company’s financial position, results of operations or cash flows. In May 2014, new accounting guidance on the accounting for revenue recognition was issued, which requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, this guidance was updated, which defers the effective date by one year and permits early adoption for interim and annual periods beginning on or after December 15, 2016. This guidance is effective for interim and annual periods beginning on or after December 15, 2017. The Company is continuing to evaluate the impact of the adoption of the guidance on its financial statements. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Oct. 03, 2015 | |
BASIS OF PRESENTATION | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Kate Spade & Company is engaged primarily in the design and marketing of a broad range of accessories and apparel. The Company’s fiscal year ends on the Saturday closest to December 31. The 2015 fiscal year, ending January 2, 2016, reflects a 52-week period, resulting in a 13-week, three-month period and a 39-week, nine-month period for the third quarter. The 2014 fiscal year, ending January 3, 2015, reflects a 53-week period, resulting in a 13-week, three-month period and a 40-week, nine-month period for the third quarter. |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The Condensed Consolidated Financial Statements include the accounts of the Company. All inter-company balances and transactions have been eliminated in consolidation. |
USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES | USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES The Company’s critical accounting policies are those that are most important to the portrayal of its financial condition and results of operations in conformity with US GAAP. These critical accounting policies are applied in a consistent manner throughout all periods presented. The Company’s critical accounting policies are summarized in Note 1 of Notes to Consolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year ended January 3, 2015. The application of critical accounting policies requires that the Company make estimates and assumptions about future events and apply judgments that affect the reported amounts of revenues and expenses. Estimates by their nature are based on judgments and available information. Therefore, actual results could materially differ from those estimates under different assumptions and conditions. The Company continues to monitor the critical accounting policies to ensure proper application of current rules and regulations. During the third quarter of 2015, there were no significant changes in the critical accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2015. |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS On January 4, 2015, the first day of the Company’s 2015 fiscal year, the Company adopted new accounting guidance on the reporting of discontinued operations, which revised the threshold for a disposal to qualify as a discontinued operation and required new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation (see Note 3 – Discontinued Operations and Disposals) . |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
ACQUISITION | |
Summary of the estimated fair values of the assets acquired | In thousands Assets acquired: Current assets $ Property and equipment, net Goodwill and intangibles, net (a) Other assets Total assets acquired $ (a) In the first quarter of 2015, $16.0 million of the goodwill related to the KATE SPADE businesses in Hong Kong, Macau and Taiwan was reclassified to Investment in unconsolidated subsidiary upon closing of the KS HMT joint venture with Walton Brown (see Note 1 – Basis of Presentation). |
Schedule of the acquired intangible assets | In thousands Useful Life Estimated Fair Value Reacquired distribution rights 1.7 years $ Retail customer list 3 years |
DISCONTINUED OPERATIONS AND D28
DISCONTINUED OPERATIONS AND DISPOSALS (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
DISCONTINUED OPERATIONS AND DISPOSALS | |
Summary of results of discontinued operations | Nine Months Ended Three Months Ended October 3, 2015 (39 Weeks) October 4, 2014 (40 Weeks) October 3, 2015 (13 Weeks) October 4, 2014 (13 Weeks) In thousands Net sales $ $ $ ) $ Loss before (benefit) provision for income taxes $ ) $ ) $ ) $ ) (Benefit) provision for income taxes ) ) Loss from discontinued operations, net of income taxes $ ) $ ) $ ) $ ) (Loss) gain on disposal of discontinued operations, net of income taxes $ ) $ $ $ ) |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
STOCKHOLDERS' EQUITY | |
Schedule of activity in the Capital in excess of par value, Retained earnings and Common stock in treasury, at cost accounts | In thousands Capital in Excess of Par Value Retained Earnings Common Stock in Treasury, at Cost Balance as of January 3, 2015 $ $ $ ) Net loss -- ) -- Exercise of stock options -- ) Restricted shares issued, net of cancellations and shares withheld for taxes -- ) Share-based compensation -- -- Balance as of October 3, 2015 $ $ $ ) In thousands Capital in Excess of Par Value Retained Earnings Common Stock in Treasury, at Cost Balance as of December 28, 2013 $ $ $ ) Net income -- -- Exercise of stock options -- ) Restricted shares issued, net of cancellations and shares withheld for taxes -- ) Share-based compensation -- -- Balance as of October 4, 2014 $ $ $ ) |
Schedule of accumulated other comprehensive (loss) income | In thousands October 3, 2015 January 3, 2015 October 4, 2014 Cumulative translation adjustment, net of income taxes of $0 $ ) $ ) $ ) Unrealized gains on cash flow hedging derivatives, net of income taxes of $284, $1,168 and $417, respectively Accumulated other comprehensive loss, net of income taxes $ ) $ ) $ ) |
Schedule of the change in each component of Accumulated other comprehensive (loss) income, net of income taxes | The following table presents the change in each component of Accumulated other comprehensive (loss) income, net of income taxes for the nine months ended October 3, 2015: In thousands Cumulative Translation Adjustment Unrealized Gains (Losses) on Cash Flow Hedging Derivatives Balance as of January 3, 2015 $ ) $ Other comprehensive loss before reclassification ) ) Amounts reclassified from accumulated other comprehensive income -- ) Net current-period other comprehensive loss ) ) Balance as of October 3, 2015 $ ) $ The following table presents the change in each component of Accumulated other comprehensive (loss) income, net of income taxes for the nine months ended October 4, 2014: In thousands Cumulative Translation Adjustment Unrealized Gains (Losses) on Cash Flow Hedging Derivatives Balance as of December 28, 2013 $ ) $ Other comprehensive (loss) income before reclassification ) Amounts reclassified from accumulated other comprehensive income -- ) Net current-period other comprehensive loss ) ) Balance as of October 4, 2014 $ ) $ The following table presents the change in each component of Accumulated other comprehensive (loss) income, net of income taxes for the three months ended October 3, 2015: In thousands Cumulative Translation Adjustment Unrealized Gains (Losses) on Cash Flow Hedging Derivatives Balance as of July 4, 2015 $ ) $ Other comprehensive income (loss) before reclassification ) Amounts reclassified from accumulated other comprehensive income -- ) Net current-period other comprehensive income (loss) ) Balance as of October 3, 2015 $ ) $ The following table presents the change in each component of Accumulated other comprehensive (loss) income, net of income taxes for the three months ended October 4, 2014: In thousands Cumulative Translation Adjustment Unrealized Gains (Losses) on Cash Flow Hedging Derivatives Balance as of July 5, 2014 $ ) $ Other comprehensive (loss) income before reclassification ) Amounts reclassified from accumulated other comprehensive income -- ) Net current-period other comprehensive (loss) income ) Balance as of October 4, 2014 $ ) $ |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
INVENTORIES, NET | |
Schedule of inventories, net | In thousands October 3, 2015 January 3, 2015 October 4, 2014 Raw materials and work in process $ $ $ Finished goods Total inventories, net $ $ $ |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment, net | In thousands October 3, 2015 January 3, 2015 October 4, 2014 Land and buildings $ $ $ Machinery and equipment Furniture and fixtures Leasehold improvements Less: Accumulated depreciation and amortization Total property and equipment, net $ $ $ |
GOODWILL AND INTANGIBLES, NET (
GOODWILL AND INTANGIBLES, NET (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
GOODWILL AND INTANGIBLES, NET | |
Schedule of carrying value of all intangible assets | In thousands Weighted Average Amortization Period October 3, 2015 January 3, 2015 October 4, 2014 Amortized intangible assets: Gross carrying amount: Owned trademarks (a) -- $ $ $ Customer relationships 12 years Merchandising rights 4 years Reacquired rights 3 years Other 4 years Subtotal Accumulated amortization: Owned trademarks ) ) ) Customer relationships ) ) ) Merchandising rights ) ) ) Reacquired rights ) ) ) Other ) ) ) Subtotal ) ) ) Net: Owned trademarks -- -- Customer relationships Merchandising rights Reacquired rights Other Total amortized intangible assets, net Unamortized intangible assets: Owned trademarks Total intangible assets $ $ $ Goodwill (b) $ $ $ (a) The change in the balance reflected a non-cash impairment charge of $1.5 million related to the TRIFARI trademark recorded in the fourth quarter of 2014. (b) The decrease in the balance primarily reflected the reclassification of $16.0 million of the goodwill related to the KATE SPADE businesses in Hong Kong, Macau and Taiwan to Investment in unconsolidated subsidiary in the first quarter of 2015 upon closing of the joint venture with Walton Brown (see Note 1 – Basis of Presentation and Note 2 - Acquisition). |
Schedule of estimated amortization expense for intangible assets for the next five fiscal years | Fiscal Year Amortization Expense (In millions) 2015 $ 2016 2017 2018 2019 |
Schedule of changes in carrying amount of goodwill | The changes in carrying amount of goodwill for the nine months ended October 3, 2015 were as follows: In thousands KATE SPADE International Adelington Design Group Total Balance as of January 3, 2015 $ $ $ Reclassification of goodwill to Investment in unconsolidated subsidiary (a) ) -- ) Translation adjustment ) Balance as of October 3, 2015 $ $ $ (a) Represents the reclassification of the goodwill related to the KATE SPADE businesses in Hong Kong, Macau and Taiwan to Investment in unconsolidated subsidiary in the first quarter of 2015 upon closing of the joint venture with Walton Brown (see Note 1 – Basis of Presentation and Note 2 – Acquisition). The changes in carrying amount of goodwill for the nine months ended October 4, 2014 were as follows: In thousands KATE SPADE International Adelington Design Group Total Balance as of December 28, 2013 $ $ $ Acquisition of existing KATE SPADE businesses in Southeast Asia -- Translation adjustment ) ) ) Balance as of October 4, 2014 $ $ $ |
DEBT AND LINES OF CREDIT (Table
DEBT AND LINES OF CREDIT (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
DEBT AND LINES OF CREDIT | |
Schedule of long-term debt | In thousands October 3, 2015 January 3, 2015 October 4, 2014 Term Loan credit facility, due April 2021 (a) $ $ $ Revolving credit facility -- Capital lease obligations Total debt Less: Short-term borrowings (b) Long-term debt $ $ $ (a) The balance as of October 3, 2015, January 3, 2015 and October 4, 2014 included an unamortized debt discount of $1.6 million, $1.8 million and $1.9 million, respectively. (b) At October 3, 2015, the balance consisted of $4.0 million of Term Loan amortization payments and obligations under capital leases. At January 3, 2015 and October 4, 2014, the balance consisted of $4.0 million of Term Loan amortization payments, outstanding borrowings under the Company’s amended and restated revolving credit facility (as amended to date, the “ABL Facility”) and obligations under capital leases. |
Schedule of availability under the Company's ABL Facility | As of October 3, 2015, availability under the Company’s ABL Facility was as follows: In thousands Total Facility (a) Borrowing Base (a) Outstanding Borrowings Letters of Credit Issued Available Capacity Excess Capacity (b) Revolving credit facility (a) $ $ $ -- $ $ $ (a) Availability under the ABL Facility is the lesser of $200.0 million or a borrowing base that is computed monthly and comprised of the Company’s eligible cash, accounts receivable and inventory. (b) Excess capacity represents available capacity reduced by the minimum required aggregate borrowing availability under the ABL Facility of $20.0 million. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial assets and liabilities of the Company measured at fair value on recurring basis | Level 2 In thousands October 3, 2015 January 3, 2015 October 4, 2014 Financial Assets: Derivatives $ $ $ Financial Liabilities: Derivatives $ ) $ -- $ -- |
Schedule of non-financial assets of the Company measured at fair value on non-recurring basis | Total Losses Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Nine Months Ended Three Months Ended In thousands October 3, 2015 Level 1 Level 2 Level 3 October 3, 2015 October 3, 2015 Property and equipment $ -- $ -- $ -- $ -- $ $ -- The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis in 2014, based on such fair value hierarchy: Total Losses Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Nine Months Ended Three Months Ended In thousands October 4, 2014 Level 1 Level 2 Level 3 October 4, 2014 October 4, 2014 Property and equipment $ $ -- $ -- $ -- $ $ -- |
Schedule of fair values and carrying values of the Company's debt instruments | October 3, 2015 January 3, 2015 October 4, 2014 In thousands Fair Value Carrying Value Fair Value Carrying Value Fair Value Carrying Value Term Loan credit facility, due April 2021 (a) $ $ $ $ $ $ Revolving credit facility (b) -- -- (a) Carrying values include unamortized debt discount. (b) Borrowings under the revolving credit facility bear interest based on market rate; accordingly its fair value approximates its carrying value. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of estimated future minimum lease payments under the noncancelable capital lease | As of October 3, 2015, the estimated future minimum lease payments under the noncancelable capital lease were as follows: In millions 2015 $ 2016 2017 2018 2019 Thereafter Total Less: Amounts representing interest and executory costs ) Net present values Less: Capital lease obligations included in short-term debt ) Long-term capital lease obligations $ |
STREAMLINING INITIATIVES (Table
STREAMLINING INITIATIVES (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
STREAMLINING INITIATIVES | |
Schedule of expenses associated with the Company's streamlining actions | Nine Months Ended Three Months Ended In thousands October 3, 2015 (39 Weeks) October 4, 2014 (40 Weeks) October 3, 2015 (13 Weeks) October 4, 2014 (13 Weeks) KATE SPADE North America $ $ $ $ KATE SPADE International -- -- Adelington Design Group ) Other (a) Total $ $ $ $ (a) Other consists of unallocated corporate restructuring costs and Juicy Couture and Lucky Brand restructuring charges principally related to distribution functions that are not directly attributable to Juicy Couture or Lucky Brand and therefore have not been included in discontinued operations. |
Summary rollforward of the liability for streamlining initiatives | In thousands Payroll and Related Costs Contract Termination Costs Asset Write-Downs Other Costs Total Balance at January 3, 2015 $ $ $ -- $ $ 2015 provision (a) 2015 asset write-downs -- -- ) -- ) Translation difference ) -- -- ) ) 2015 spending (a) ) ) -- ) ) Balance at October 3, 2015 (b) $ $ $ -- $ $ (a) Payroll and related costs and spending include $0.3 million of non-cash share-based compensation expense. (b) The balance in other costs at October 3, 2015 includes $3.3 million for a withdrawal liability incurred in 2011 related to a multi-employer pension plan that the Company will pay through June 1, 2016. |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
EARNINGS PER COMMON SHARE | |
Schedule of computation of basic and diluted earnings per common share | Nine Months Ended Three Months Ended In thousands October 3, 2015 (39 Weeks) October 4, 2014 (40 Weeks) October 3, 2015 (13 Weeks) October 4, 2014 (13 Weeks) (Loss) income from continuing operations $ ) $ ) $ $ (Loss) income from discontinued operations, net of income taxes ) ) ) Net (loss) income $ ) $ $ $ ) Basic weighted average shares outstanding Stock options and nonvested shares (a) -- -- Diluted weighted average shares outstanding (Loss) earnings per share: Basic (Loss) income from continuing operations $ ) $ ) $ $ (Loss) income from discontinued operations $ ) $ $ ) $ ) Net (loss) income $ ) $ $ $ ) Diluted (Loss) income from continuing operations $ ) $ ) $ $ (Loss) income from discontinued operations $ ) $ $ ) $ ) Net (loss) income $ ) $ $ $ ) (a) Because the Company incurred a loss from continuing operations for the nine months ended October 3, 2015 and October 4, 2014, approximately 0.9 million and 1.1 million outstanding stock options, respectively, and approximately 2.0 million and 1.7 million outstanding nonvested shares, respectively, were excluded from the computation of diluted loss per share. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
SEGMENT REPORTING | |
Schedule of segment reporting information, by segment | Dollars in thousands Net Sales % to Total Adjusted EBITDA % of Sales Nine Months Ended October 3, 2015 (39 weeks) KATE SPADE North America $ % $ % KATE SPADE International % % Adelington Design Group % % Totals $ % Nine Months Ended October 4, 2014 (40 weeks) KATE SPADE North America $ % $ % KATE SPADE International % % Adelington Design Group % % Other (a) -- -- % ) -- % Totals $ % Dollars in thousands Net Sales % to Total Adjusted EBITDA % of Sales Three Months Ended October 3, 2015 (13 weeks) KATE SPADE North America $ % $ % KATE SPADE International % % Adelington Design Group % % Totals $ % Three Months Ended October 4, 2014 (13 weeks) KATE SPADE North America $ % $ % KATE SPADE International % ) )% Adelington Design Group % % Other (a) -- -- % ) -- % Totals $ % (a) Other consists of expenses principally related to distribution functions that were included in Juicy Couture and Lucky Brand historical results, but are not directly attributable to those businesses and therefore have not been included in discontinued operations. |
Schedule of reconciliation to (Loss) Income from Continuing Operations | Nine Months Ended Three Months Ended In thousands October 3, 2015 (39 Weeks) October 4, 2014 (40 Weeks) October 3, 2015 (13 Weeks) October 4, 2014 (13 Weeks) Reportable Segments Adjusted EBITDA: KATE SPADE North America $ $ $ $ KATE SPADE International (a) ) Adelington Design Group Other (b) -- ) -- ) Total Reportable Segments Adjusted EBITDA Depreciation and amortization, net (c) ) ) ) ) Charges due to streamlining initiatives (d) , brand-exiting activities, acquisition related costs and loss on asset disposals and impairments, net ) ) ) ) Joint venture contract termination fee ) -- -- -- Share-based compensation (e) ) ) ) ) Adjusted equity loss included in Reportable Segments Adjusted EBITDA (f) Operating (Loss) Income ) ) Other expense, net (a) ) ) ) ) Loss on settlement of note receivable ) -- -- -- Loss on extinguishment of debt -- ) -- -- Interest expense, net ) ) ) ) Provision (benefit) for income taxes ) ) (Loss) Income from Continuing Operations $ ) $ ) $ $ (a) Amounts include equity in the adjusted losses of the Company’s equity method investees of $3.6 million and $1.4 million for the nine months ended October 3, 2015 and October 4, 2014, respectively and $0.9 million and $1.2 million for the three months ended October 3, 2015 and October 4, 2014, respectively. (b) Other consists of expenses principally related to distribution functions that were included in Juicy Couture and Lucky Brand historical results, but are not directly attributable to those businesses and therefore have not been included in discontinued operations. (c) Excludes amortization included in Interest expense, net. (d) See Note 12 – Streamlining Initiatives for a discussion of streamlining charges. (e) Includes share-based compensation expense of $0.3 million and $17.2 million in the nine months ended October 3, 2015 and October 4, 2014 , respectively, and $0.1 million and $0.3 million in the three months ended October 3, 2015 and October 4, 2014, respectively, that was classified as restructuring. (f) Excludes joint venture restructuring expense included in equity losses of $0.5 million in the nine months ended October 3, 2015 and $0.4 million in the three months ended October 3, 2015. |
Schedule of geographic data | Dollars in thousands Net Sales % to Total Nine Months Ended October 3, 2015 (39 weeks) Domestic $ International Totals $ Nine Months Ended October 4, 2014 (40 weeks) Domestic $ International Totals $ Three Months Ended October 3, 2015 (13 weeks) Domestic $ International Totals $ Three Months Ended October 4, 2014 (13 weeks) Domestic $ International Totals $ |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
DERIVATIVE INSTRUMENTS | |
Summary of effect of foreign currency exchange contracts on Condensed Consolidated Financial Statements | In thousands Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Operations (Effective and Ineffective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Operations (Effective Portion) Amount Recognized in Operations on Derivative (Ineffective Portion) Nine months ended October 3, 2015 $ ) Cost of goods sold $ $ -- Nine months ended October 4, 2014 Cost of goods sold -- Three months ended October 3, 2015 ) Cost of goods sold -- Three months ended October 4, 2014 Cost of goods sold -- |
Designated as Hedging Instrument | |
DERIVATIVE INSTRUMENTS | |
Summary of fair value and presentation in Condensed Consolidated Financial Statements for derivatives designated as hedging instruments and derivatives not designated as hedging instruments | Foreign Currency Contracts Designated as Hedging Instruments In thousands Asset Derivatives Liability Derivatives Period Balance Sheet Location Notional Amount Fair Value Balance Sheet Location Notional Amount Fair Value October 3, 2015 Other current assets $ $ 1,515 Accrued expenses $ $ 93 January 3, 2015 Other current assets Accrued expenses -- -- October 4, 2014 Other current assets Accrued expenses -- -- Foreign Currency Contracts Not Designated as Hedging Instruments In thousands Asset Derivatives Liability Derivatives Period Balance Sheet Location Notional Amount Fair Value Balance Sheet Location Notional Amount Fair Value October 3, 2015 Other current assets $ -- $ -- Accrued expenses $ $ 67 January 3, 2015 Other current assets Accrued expenses -- -- October 4, 2014 Other current assets Accrued expenses -- -- |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
SHARE-BASED COMPENSATION | |
Schedule of valuation assumptions used to estimate fair value of stock options granted using the Binomial lattice pricing model | Nine Months Ended Valuation Assumptions: October 3, 2015 Weighted-average fair value of options granted $15.92 Historic volatility 76.5% Weighted-average volatility 58.7% Expected term (in years) 4.2 Dividend yield — Risk-free rate 1.9% Expected annual forfeiture 15.3% |
Summary of award activity under stock option plans | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 3, 2015 $ $ Granted Exercised ) Cancelled ) Outstanding at October 3, 2015 $ $ Vested or expected to vest at October 3, 2015 $ $ Exercisable at October 3, 2015 $ $ |
Schedule of valuation assumptions used to determine fair value for the MSUs granted using the Monte Carlo simulation model | Nine Months Ended Valuation Assumptions: October 3, 2015 Weighted-average fair value $43.35 Expected volatility 43.2% Dividend yield — Risk-free rate 1.1 % to 1.7 % Weighted-average expected annual forfeiture 5.0 % |
Schedule of valuation assumptions used to determine fair value of performance share units granted using the Monte Carlo simulation model | Nine Months Ended Valuation Assumptions: October 3, 2015 Weighted-average fair value $37.47 Expected volatility 41.6% Dividend yield — Risk-free rate 1.0 % Weighted-average expected annual forfeiture 4.1 % |
Summary of award activity under restricted stock plans | Shares Weighted Average Grant Date Fair Value Nonvested stock at January 3, 2015 $ Granted Vested ) Cancelled ) Nonvested stock at October 3, 2015 $ Expected to vest as of October 3, 2015 (a) $ (a) Excludes the potential impact of the performance share multiplier, which will vary from 30% to 200% of the number of MSUs awarded depending on the actual performance of the Company’s stock price over the vesting periods and zero to 200% of the number of LTIP awards granted depending on the Company’s TSR relative to the TSR of the S&P Mid-Cap 400 Index. |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | Mar. 04, 2015USD ($) | May. 15, 2014USD ($) | Feb. 05, 2014USD ($) | Feb. 03, 2014USD ($) | Feb. 03, 2014USD ($) | Nov. 06, 2013USD ($) | Oct. 03, 2015USD ($) | Jul. 04, 2015item | Apr. 04, 2015item | Oct. 04, 2014USD ($) | Oct. 03, 2015USD ($)segment | Oct. 04, 2014USD ($) | Jan. 02, 2016 | Jan. 03, 2015USD ($) | Apr. 07, 2014USD ($) | Dec. 28, 2013USD ($) | Nov. 19, 2013USD ($) |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Number of reportable segments | segment | 3 | ||||||||||||||||
Net proceeds from settlement of note receivable | $ 75,128,000 | ||||||||||||||||
Loss on settlement of Lucky Brand Note | 9,873,000 | ||||||||||||||||
Termination and other related costs | 26,000,000 | ||||||||||||||||
Goodwill | $ 48,790,000 | $ 68,871,000 | $ 48,790,000 | $ 68,871,000 | $ 64,798,000 | $ 49,111,000 | |||||||||||
Period in fiscal year | 91 days | 91 days | 273 days | 280 days | 364 days | 371 days | |||||||||||
Net Sales | $ 277,328,000 | $ 250,417,000 | $ 813,762,000 | $ 740,029,000 | |||||||||||||
Kate Spade Saturdays | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Number of partnered store locations closed | item | 3 | ||||||||||||||||
KS HMT Co Limited | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Goodwill | 16,000,000 | 16,000,000 | |||||||||||||||
Net Assets | $ 14,000,000 | $ 14,000,000 | |||||||||||||||
E-Land Fashion | KS China Co Limited | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Ownership interest in joint venture (as a percent) | 60.00% | 60.00% | |||||||||||||||
Equity method investment already owned (as a percent) | 40.00% | ||||||||||||||||
Aggregate payment to acquire interest in joint venture | $ 36,000,000 | ||||||||||||||||
Payments to acquire additional interest in joint venture | 10,000,000 | ||||||||||||||||
Termination and other related costs | 26,000,000 | ||||||||||||||||
Lane Crawford Joyce Group Member | Kate Spade China and K S H M T Co Limited | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Proceeds received in relation to joint ventures interests | $ 21,000,000 | ||||||||||||||||
Ownership percentage sold (as a percent) | 50.00% | ||||||||||||||||
Net Sales | $ 6,400,000 | $ 34,000,000 | |||||||||||||||
Walton Brown | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Initial period of joint venture operations | 10 years | ||||||||||||||||
Walton Brown | Kate Spade China and K S H M T Co Limited | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Ownership interest in joint venture (as a percent) | 50.00% | 50.00% | |||||||||||||||
Walton Brown | Lane Crawford Joyce Group Member | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Number of Joint Ventures | item | 2 | ||||||||||||||||
Juicy Couture Disposal Group | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Cash consideration | $ 8,600,000 | ||||||||||||||||
Consideration on termination under disposition leases | $ 51,000,000 | ||||||||||||||||
Net proceeds received from termination under disposition leases | $ 45,800,000 | ||||||||||||||||
Proceeds previously received from termination under disposition leases | $ 5,000,000 | ||||||||||||||||
Lucky Brand | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Proceeds from settlement of notes prior to maturity | $ 81 | ||||||||||||||||
Aggregate amount of principal and interest collected | 89 | ||||||||||||||||
LBD Acquisition | Lucky Brand | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Loss on settlement of Lucky Brand Note | $ 9,900,000 | ||||||||||||||||
ABG | Juicy Couture | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Purchase price | $ 195,000,000 | ||||||||||||||||
ABG | Juicy Couture | Minimum | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Guaranteed minimum royalties payment | 10,000,000 | ||||||||||||||||
ABG | Juicy Couture | Maximum | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Additional contingent payment | $ 10,000,000 | ||||||||||||||||
KATE SPADE International | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Purchase price | $ 32,300,000 | ||||||||||||||||
Goodwill | $ 47,612,000 | 67,494,000 | $ 47,612,000 | 67,494,000 | $ 63,483,000 | $ 47,664,000 | |||||||||||
Lucky Brand | LBD Acquisition | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Percentage of ownership interest in business sold | 100.00% | ||||||||||||||||
Sale proceeds of intangible assets under disposal or sale transactions | $ 225,000,000 | $ 225,000,000 | |||||||||||||||
Cash consideration | $ 140,000,000 | $ 140,000,000 | |||||||||||||||
Lucky Brand | LBD Acquisition | Lucky Brand Note | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Term of note | 3 years | 3 years | |||||||||||||||
Net proceeds from settlement of note receivable | $ 85,000,000 | $ 85,000,000 | |||||||||||||||
Domestic | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Number of Operating Segments | segment | 1 | ||||||||||||||||
Net Sales | 223,058,000 | 192,805,000 | $ 650,239,000 | 572,073,000 | |||||||||||||
International | |||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Number of Operating Segments | segment | 4 | ||||||||||||||||
Net Sales | $ 54,270,000 | $ 57,612,000 | $ 163,523,000 | $ 167,956,000 |
ACQUISITION (Details)
ACQUISITION (Details) $ in Thousands | Feb. 05, 2014USD ($) | Oct. 03, 2015USD ($)item | Oct. 04, 2014USD ($) | Jan. 03, 2015USD ($) | Dec. 28, 2013USD ($) |
ACQUISITION | |||||
Goodwill recorded | $ 48,790 | $ 68,871 | $ 64,798 | $ 49,111 | |
Reclassification of goodwill to Investment in unconsolidated subsidiary | (16,009) | 21,836 | |||
Globalluxe Kate Spade H K Limited | |||||
ACQUISITION | |||||
Amount funded by Company's new partner, Valiram Group to acquire operating assets | $ 1,500 | ||||
Globalluxe Kate Spade H K Limited | HONG KONG | |||||
ACQUISITION | |||||
Number of stores operated | item | 6 | ||||
Number of concessions operated | item | 1 | ||||
Globalluxe Kate Spade H K Limited | TAIWAN, PROVINCE OF CHINA | |||||
ACQUISITION | |||||
Number of concessions operated | item | 1 | ||||
Globalluxe Kate Spade H K Limited | MACAU | |||||
ACQUISITION | |||||
Number of stores operated | item | 1 | ||||
Globalluxe Kate Spade H K Limited | SINGAPORE | |||||
ACQUISITION | |||||
Number of stores operated | item | 2 | ||||
Number of concessions operated | item | 1 | ||||
Globalluxe Kate Spade H K Limited | MALAYSIA | |||||
ACQUISITION | |||||
Number of stores operated | item | 2 | ||||
Globalluxe Kate Spade H K Limited | INDONESIA | |||||
ACQUISITION | |||||
Number of stores operated | item | 3 | ||||
Number of concessions operated | item | 1 | ||||
Globalluxe Kate Spade H K Limited | THAILAND | |||||
ACQUISITION | |||||
Number of stores operated | item | 2 | ||||
Number of concessions operated | item | 6 | ||||
KATE SPADE International | |||||
ACQUISITION | |||||
Purchase price | $ 32,300 | ||||
Working capital and other previously agreed adjustments | 2,300 | ||||
Goodwill recorded | $ 47,612 | 67,494 | $ 63,483 | $ 47,664 | |
Reclassification of goodwill to Investment in unconsolidated subsidiary | 16,000 | $ (16,009) | $ 21,836 | ||
Assets acquired: | |||||
Current assets | 3,549 | ||||
Property and equipment, net | 1,267 | ||||
Goodwill and intangibles, net | 26,592 | ||||
Other assets | 860 | ||||
Total assets acquired | $ 32,268 | ||||
KATE SPADE International | Distribution Rights | |||||
Assets acquired: | |||||
Useful Life | 1 year 8 months 12 days | ||||
Estimated Fair Value | $ 4,500 | ||||
KATE SPADE International | Customer Lists | |||||
Assets acquired: | |||||
Useful Life | 3 years | ||||
Estimated Fair Value | $ 256 | ||||
KATE SPADE International | KATE SPADE North America | |||||
ACQUISITION | |||||
Goodwill recorded | $ 21,800 |
DISCONTINUED OPERATIONS AND D43
DISCONTINUED OPERATIONS AND DISPOSALS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | |
DISCONTINUED OPERATIONS | ||||
Pretax (charges) income related to disposal of discontinued operations | $ 100 | $ (2,800) | $ (1,400) | $ 131,000 |
Results of discontinued operations | ||||
Net sales | (12) | 521 | 175 | 209,179 |
(Loss) income before provision for income taxes | (2,680) | (5,970) | (3,468) | (44,913) |
Provision for income taxes | (328) | 13 | (269) | 656 |
(Loss) income from discontinued operations, net of income taxes | (2,352) | (5,983) | (3,199) | (45,569) |
(Loss) gain on disposal of discontinued operations, net of income taxes | 145 | (5,770) | (1,378) | 127,973 |
Charges related to streamlining initiatives of the entity | 2,900 | 300 | 3,500 | 25,400 |
Kate Spade Saturday operations and Jack Spade retail stores | Closures | ||||
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | ||||
Pretax losses from disposal groups | $ 3,500 | $ 6,200 | $ 21,100 | $ 20,400 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | |
Activity in the Capital in excess of par value, Retained earnings and Common stock in treasury, at cost | ||||
Balance at the beginning of the period | $ 199,611 | |||
Net Income (Loss) | $ 2,303 | $ (9,130) | (44,377) | $ 32,636 |
Balance at the end of the period | 173,416 | 70,166 | 173,416 | 70,166 |
Capital in Excess of Par Value | ||||
Activity in the Capital in excess of par value, Retained earnings and Common stock in treasury, at cost | ||||
Balance at the beginning of the period | 199,100 | 155,984 | ||
Share-based compensation | 19,440 | 37,618 | ||
Balance at the end of the period | 218,540 | 193,602 | 218,540 | 193,602 |
Retained Earnings | ||||
Activity in the Capital in excess of par value, Retained earnings and Common stock in treasury, at cost | ||||
Balance at the beginning of the period | 1,145,643 | 1,020,633 | ||
Net Income (Loss) | (44,377) | 32,636 | ||
Exercise of stock options | (1,919) | (22,430) | ||
Restricted shares issued, net of cancellations and shares withheld for taxes | (2,451) | (9,171) | ||
Balance at the end of the period | 1,096,896 | 1,021,668 | 1,096,896 | 1,021,668 |
Common Stock in Treasury, at Cost | ||||
Activity in the Capital in excess of par value, Retained earnings and Common stock in treasury, at cost | ||||
Balance at the beginning of the period | (1,291,583) | (1,364,657) | ||
Exercise of stock options | 4,347 | 63,840 | ||
Restricted shares issued, net of cancellations and shares withheld for taxes | 1,553 | 4,384 | ||
Balance at the end of the period | $ (1,285,683) | $ (1,296,433) | $ (1,285,683) | $ (1,296,433) |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Jan. 03, 2015 | Oct. 04, 2014 | |
Accumulated other comprehensive (loss) Income | |||||||
Cumulative translation adjustment, net of income taxes of $0 | $ (33,287) | $ (32,096) | $ (25,789) | ||||
Unrealized gains on cash flow hedging derivatives, net of income taxes of $284, $1,168 and $417, respectively | 513 | 2,110 | 681 | ||||
Accumulated other comprehensive loss, net of income taxes | $ (32,774) | $ (25,108) | $ (29,986) | $ (25,108) | (32,774) | (29,986) | (25,108) |
Income tax effect on cumulative translation adjustment | 0 | 0 | 0 | ||||
Income tax effect on gains on cash flow hedging derivatives | 284 | 1,168 | 417 | ||||
Change in each component of Accumulated other comprehensive (loss) income, net of income taxes | |||||||
Balance at the beginning of the period | (29,986) | ||||||
Balance at the end of the period | (32,774) | (25,108) | (32,774) | (25,108) | |||
Cumulative Translation Adjustment | |||||||
Accumulated other comprehensive (loss) Income | |||||||
Accumulated other comprehensive loss, net of income taxes | (34,310) | (20,374) | (32,096) | (21,862) | (33,287) | (32,096) | (25,789) |
Change in each component of Accumulated other comprehensive (loss) income, net of income taxes | |||||||
Balance at the beginning of the period | (34,310) | (20,374) | (32,096) | (21,862) | |||
Other comprehensive loss before reclassification | 1,023 | (5,415) | (1,191) | (3,927) | |||
Net current-period other comprehensive income (loss) | 1,023 | (5,415) | (1,191) | (3,927) | |||
Balance at the end of the period | (33,287) | (25,789) | (33,287) | (25,789) | |||
Unrealized Gains (Losses) on Cash Flow Hedging Derivatives | |||||||
Accumulated other comprehensive (loss) Income | |||||||
Accumulated other comprehensive loss, net of income taxes | 1,380 | 251 | 2,110 | 983 | $ 513 | $ 2,110 | $ 681 |
Change in each component of Accumulated other comprehensive (loss) income, net of income taxes | |||||||
Balance at the beginning of the period | 1,380 | 251 | 2,110 | 983 | |||
Other comprehensive loss before reclassification | (344) | 578 | (853) | 336 | |||
Amounts reclassified from accumulated other comprehensive income | (523) | (148) | (744) | (638) | |||
Net current-period other comprehensive income (loss) | (867) | 430 | (1,597) | (302) | |||
Balance at the end of the period | $ 513 | $ 681 | $ 513 | $ 681 |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) $ in Thousands | Oct. 03, 2015 | Jan. 03, 2015 | Oct. 04, 2014 |
INVENTORIES, NET | |||
Raw materials and work in process | $ 254 | $ 538 | $ 622 |
Finished goods | 248,153 | 157,703 | 220,103 |
Total inventories, net | $ 248,407 | $ 158,241 | $ 220,725 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | Jan. 03, 2015 | |
PROPERTY AND EQUIPMENT, NET | |||||
Total property and equipment, gross | $ 317,072 | $ 348,811 | $ 317,072 | $ 348,811 | $ 333,212 |
Less: Accumulated depreciation and amortization | 139,739 | 172,452 | 139,739 | 172,452 | 159,140 |
Total property and equipment, net | 177,333 | 176,359 | 177,333 | 176,359 | 174,072 |
Additional disclosures | |||||
Depreciation and amortization expense on property and equipment | 9,300 | 9,400 | 27,000 | 26,500 | |
Depreciation for property and equipment under capital leases | 200 | 200 | 600 | 600 | |
Property and equipment under capital leases | 9,300 | 9,300 | 9,300 | 9,300 | 9,300 |
Land and buildings | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Total property and equipment, gross | 9,300 | 9,300 | 9,300 | 9,300 | 9,300 |
Machinery and equipment | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Total property and equipment, gross | 117,797 | 155,568 | 117,797 | 155,568 | 140,189 |
Furniture and fixtures | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Total property and equipment, gross | 69,422 | 59,422 | 69,422 | 59,422 | 61,694 |
Leasehold improvements | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Total property and equipment, gross | $ 120,553 | $ 124,521 | $ 120,553 | $ 124,521 | $ 122,029 |
GOODWILL AND INTANGIBLES, NET48
GOODWILL AND INTANGIBLES, NET (Details) - USD ($) $ in Thousands | Feb. 05, 2014 | Oct. 03, 2015 | Jan. 03, 2015 | Oct. 04, 2014 | Jul. 04, 2015 | Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Jan. 03, 2015 | Oct. 04, 2014 |
Amortized intangible assets: | ||||||||||
Gross carrying amount | $ 40,199 | $ 36,594 | $ 37,460 | |||||||
Accumulated amortization | (27,895) | (21,167) | (19,671) | |||||||
Net | 12,304 | 15,427 | 17,789 | |||||||
Unamortized intangible assets: | ||||||||||
Owned trademarks | 74,900 | 74,900 | 74,900 | |||||||
Total intangible assets, net | 87,204 | 90,327 | 92,689 | |||||||
Goodwill | $ 48,790 | $ 68,871 | $ 68,871 | $ 64,798 | $ 64,798 | $ 49,111 | 48,790 | 64,798 | 68,871 | |
Amortization expense of intangible assets | 2,400 | 1,900 | 6,900 | 6,500 | ||||||
Changes in carrying amount of goodwill | ||||||||||
Balance at beginning of the period | 68,871 | 64,798 | 64,798 | 49,111 | ||||||
Reclassification of goodwill to Investment in unconsolidated subsidiary | (16,009) | 21,836 | ||||||||
Translation adjustment | 1 | (2,076) | ||||||||
Balance at end of the period | 48,790 | 64,798 | 68,871 | 48,790 | 68,871 | |||||
Estimated amortization expense for intangible assets | ||||||||||
Fiscal Year 2015 | 8,000 | |||||||||
Fiscal Year 2016 | 3,300 | |||||||||
Fiscal Year 2017 | 3,000 | |||||||||
Fiscal Year 2018 | 2,300 | |||||||||
Fiscal Year 2019 | 800 | |||||||||
Goodwill, Impairment Loss | 0 | |||||||||
KATE SPADE International | ||||||||||
Unamortized intangible assets: | ||||||||||
Goodwill | 47,612 | 67,494 | 67,494 | 63,483 | 63,483 | 47,664 | 47,612 | 63,483 | 67,494 | |
Changes in carrying amount of goodwill | ||||||||||
Balance at beginning of the period | 67,494 | 63,483 | 63,483 | 47,664 | ||||||
Reclassification of goodwill to Investment in unconsolidated subsidiary | $ 16,000 | (16,009) | 21,836 | |||||||
Translation adjustment | 138 | (2,006) | ||||||||
Balance at end of the period | 47,612 | 63,483 | 67,494 | 47,612 | 67,494 | |||||
Adelington Design Group | ||||||||||
Unamortized intangible assets: | ||||||||||
Goodwill | 1,178 | 1,377 | 1,377 | 1,315 | 1,315 | 1,447 | 1,178 | 1,315 | 1,377 | |
Changes in carrying amount of goodwill | ||||||||||
Balance at beginning of the period | 1,377 | $ 1,315 | 1,315 | 1,447 | ||||||
Translation adjustment | (137) | (70) | ||||||||
Balance at end of the period | $ 1,178 | 1,315 | $ 1,377 | $ 1,178 | $ 1,377 | |||||
Owned trademarks | ||||||||||
Amortized intangible assets: | ||||||||||
Gross carrying amount | 467 | 467 | 2,000 | |||||||
Accumulated amortization | (467) | (467) | (400) | |||||||
Net | 1,600 | |||||||||
Unamortized intangible assets: | ||||||||||
Non-cash impairment charge | $ 1,500 | |||||||||
Customer relationships | ||||||||||
Amortized intangible assets: | ||||||||||
Gross carrying amount | 7,168 | 7,422 | 7,493 | |||||||
Accumulated amortization | (5,160) | (4,769) | (4,637) | |||||||
Net | 2,008 | 2,653 | 2,856 | |||||||
Customer relationships | Weighted Average | ||||||||||
Amortized intangible assets: | ||||||||||
Amortization Period | 12 years | |||||||||
Merchandising rights | ||||||||||
Amortized intangible assets: | ||||||||||
Gross carrying amount | 15,871 | 12,012 | 10,322 | |||||||
Accumulated amortization | (5,885) | (4,108) | (3,716) | |||||||
Net | 9,986 | 7,904 | 6,606 | |||||||
Merchandising rights | Weighted Average | ||||||||||
Amortized intangible assets: | ||||||||||
Amortization Period | 4 years | |||||||||
Reacquired rights | ||||||||||
Amortized intangible assets: | ||||||||||
Gross carrying amount | 14,371 | 14,371 | 15,323 | |||||||
Accumulated amortization | (14,097) | (9,604) | (8,715) | |||||||
Net | 274 | 4,767 | 6,608 | |||||||
Reacquired rights | Weighted Average | ||||||||||
Amortized intangible assets: | ||||||||||
Amortization Period | 3 years | |||||||||
Other. | ||||||||||
Amortized intangible assets: | ||||||||||
Gross carrying amount | 2,322 | 2,322 | 2,322 | |||||||
Accumulated amortization | (2,286) | (2,219) | (2,203) | |||||||
Net | $ 36 | $ 103 | $ 119 | |||||||
Other. | Weighted Average | ||||||||||
Amortized intangible assets: | ||||||||||
Amortization Period | 4 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Oct. 04, 2014 | Oct. 04, 2014 | Oct. 03, 2015 | |
INCOME TAXES | |||
Income tax charge on discontinued operations of Lucky Brand and Juicy Couture | $ 3 | $ 3 | |
Expected reduction in the liability for unrecognized tax benefits, inclusive of interest & penalties, within the next 12 months, low end of the range | $ 0.9 | ||
Expected reduction in the liability for unrecognized tax benefits, inclusive of interest & penalties, within the next 12 months, high end of the range | 3.2 | ||
Uncertain tax positions | $ 9.2 |
DEBT AND LINES OF CREDIT (Detai
DEBT AND LINES OF CREDIT (Details) $ in Thousands | May. 12, 2014USD ($) | Apr. 14, 2014USD ($) | Apr. 10, 2014USD ($) | May. 31, 2014USD ($)item | Jun. 29, 2013USD ($) | Oct. 03, 2015USD ($) | Oct. 04, 2014USD ($) | Jan. 03, 2015USD ($) |
DEBT AND LINES OF CREDIT | ||||||||
Total debt | $ 401,613 | $ 408,797 | $ 410,743 | |||||
Less: Short-term borrowings | 4,499 | 7,446 | 10,459 | |||||
Long-term debt | 397,114 | 401,351 | 400,284 | |||||
Amortization payments | 4,000 | |||||||
Gains (Losses) on Extinguishment of Debt | (16,914) | |||||||
Sale Leaseback Agreement for North Bergen, New Jersey Office | ||||||||
Availability under amended facility | ||||||||
Lease term | 12 years | |||||||
10.5% Senior Secured Notes, due April 2019 | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Interest rate (as a percent) | 10.50% | |||||||
Repurchase of aggregate principal amount of debt | $ 334,800 | $ 37,200 | ||||||
Repurchase price as percentage of principal amount, plus accrued and unpaid interest | 103.00% | |||||||
Revolving credit facility | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Total debt | 3,000 | 6,000 | ||||||
Available capacity under amended facility | $ 200,000 | 200,000 | ||||||
Option to increase borrowing under certain specified conditions | $ 100,000 | |||||||
Number of borrowing options under amended facility | item | 2 | |||||||
Availability for number of consecutive business days to apply cash collections to reduce outstanding borrowings, maximum availability under credit facility | 3 days | |||||||
Fixed charge coverage ratio | 1 | |||||||
Trailing number of quarters over which fixed charge coverage ratio is required to be maintained | item | 4 | |||||||
Availability for number of consecutive business days for which specified fixed charge coverage ratio has to be maintained | 3 days | |||||||
Availability below which specified fixed charge coverage ratio has to be maintained | $ 15,000 | |||||||
Minimum aggregate borrowing availability as a percentage of commitments then in effect below which a specified fixed charge coverage ratio has to be maintained | 10.00% | |||||||
Availability under amended facility | ||||||||
Total Facility | $ 200,000 | 200,000 | ||||||
Borrowing Base | 274,412 | |||||||
Letters of Credit Issued | 10,686 | |||||||
Available Capacity | 189,314 | |||||||
Excess Capacity | 169,314 | |||||||
Revolving credit facility | Maximum | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Covenant to apply cash collections to reduce outstanding borrowings, maximum availability under credit facility | $ 20,000 | |||||||
Covenant to apply cash collections to reduce outstanding borrowings, maximum availability under credit facility as a percentage of the lesser of the borrowing base and aggregate commitments | 12.50% | |||||||
Letter of Credit [Member] | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Available capacity under amended facility | $ 125,000 | |||||||
Availability under amended facility | ||||||||
Total Facility | 125,000 | |||||||
Standby letters of credit | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Available capacity under amended facility | 40,000 | |||||||
Availability under amended facility | ||||||||
Total Facility | 40,000 | |||||||
Multi-currency revolving credit line | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Available capacity under amended facility | 35,000 | |||||||
Availability under amended facility | ||||||||
Total Facility | 35,000 | |||||||
Swingline revolving credit line | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Available capacity under amended facility | 30,000 | |||||||
Availability under amended facility | ||||||||
Total Facility | $ 30,000 | |||||||
Euro Currency Credit Line [Member] | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Variable rate basis | LIBOR | |||||||
Euro Currency Credit Line [Member] | Minimum | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Spread on variable rate basis | 1.50% | |||||||
Euro Currency Credit Line [Member] | Maximum | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Spread on variable rate basis | 2.00% | |||||||
Capital lease obligations | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Total debt | 8,245 | 8,691 | 8,585 | |||||
Availability under amended facility | ||||||||
Total lease payments under sale-leaseback agreement | 8,200 | 8,700 | 8,600 | |||||
Short-term borrowings included in capital lease obligations | 500 | 400 | 500 | |||||
Capital lease obligations | Sale Leaseback Agreement for North Bergen, New Jersey Office | ||||||||
Availability under amended facility | ||||||||
Sale price of office building under sale-leaseback agreement | $ 8,700 | |||||||
Lease term | 12 years | |||||||
Total lease payments under sale-leaseback agreement | $ 26,900 | |||||||
Term Loan credit facility, due April 2021 | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Total debt | 393,368 | 397,106 | 396,158 | |||||
Principal amount of debt | $ 400,000 | |||||||
Unamortized debt discount | 1,600 | 1,900 | 1,800 | |||||
Amortization payments | $ 4,000 | $ 4,000 | $ 4,000 | |||||
Net proceeds used to redeem the Company's remaining outstanding debt | 354,800 | |||||||
Repurchase of aggregate principal amount of debt | $ 392,000 | |||||||
Repurchase price as percentage of principal amount, plus accrued and unpaid interest | 105.25% | |||||||
Quarterly amortization payments | $ 1,000 | |||||||
Floor rate (as a percent) | 1.00% | |||||||
Spread on variable rate basis | 3.00% | |||||||
Additional incremental overall limit | $ 100,000 | |||||||
Refinancing term | 6 months | |||||||
Penalty (as a percentage) | 1.00% | |||||||
Amount required to be prepaid as a percentage of Company's excess cash flow | 50.00% | |||||||
Term Loan credit facility, due April 2021 | Minimum | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Consolidated net total secured debt ratio used for determining additional amount | 1 | |||||||
Term Loan credit facility, due April 2021 | Maximum | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Consolidated net total secured debt ratio used for determining additional amount | 3.75 | |||||||
Consolidated Net Total Debt Ratio Less than 2.75 To 1.0 | Term Loan credit facility, due April 2021 | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Amount required to be prepaid as a percentage of Company's excess cash flow | 25.00% | |||||||
Consolidated net total secured debt ratio | 2.75 | |||||||
Consolidated Net Total Debt Ratio Less than 2.25 To 1.0 | Term Loan credit facility, due April 2021 | ||||||||
DEBT AND LINES OF CREDIT | ||||||||
Amount required to be prepaid as a percentage of Company's excess cash flow | 0.00% | |||||||
Consolidated net total secured debt ratio | 2.25 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Jan. 03, 2015 | |
Assets and liabilities measured at fair value | |||
Property and equipment impairment charge | $ 4,180 | $ 336 | |
Fair value on non-recurring basis | Net Carrying Value | |||
Assets and liabilities measured at fair value | |||
Property and equipment | 110 | ||
Fair value on recurring basis | Fair Value Measured and Recorded at Reporting Date Using: Level 2 | |||
Assets and liabilities measured at fair value | |||
Financial Assets: Derivatives | 1,515 | $ 1,580 | $ 3,193 |
Financial Liabilities: Derivatives | $ (160) |
FAIR VALUE MEASUREMENTS (Deta52
FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Thousands | Oct. 03, 2015 | Jan. 03, 2015 | Oct. 04, 2014 |
Lucky Brand Note | |||
Fair values and carrying values of debt instruments | |||
Initial principal payment | $ 85,000 | ||
Accrued Payment In Kind | 4,000 | ||
Lucky Brand Note | Maximum | |||
Fair values and carrying values of debt instruments | |||
Fair Value | 89,000 | ||
Lucky Brand Note | Minimum | |||
Fair values and carrying values of debt instruments | |||
Fair Value | 79,000 | ||
Term Loan credit facility, due April 2021 | |||
Fair values and carrying values of debt instruments | |||
Fair Value | $ 391,178 | 384,786 | $ 388,776 |
Carrying value | $ 393,368 | 396,158 | 397,106 |
Revolving credit facility | |||
Fair values and carrying values of debt instruments | |||
Fair Value | 6,000 | 3,000 | |
Carrying value | $ 6,000 | $ 3,000 |
COMMITMENTS AND CONTINGENCIES53
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | |
Jun. 29, 2013item | Oct. 03, 2015USD ($)item | |
Estimated future minimum lease payments under the noncancelable capital lease | ||
2,015 | $ 514 | |
2,016 | 2,089 | |
2,017 | 2,141 | |
2,018 | 2,194 | |
2,019 | 2,247 | |
Thereafter | 13,081 | |
Total | 22,266 | |
Less: Amounts representing interest and executory costs | (14,021) | |
Net present values | 8,245 | |
Less: Capital lease obligations included in short-term debt | (499) | |
Long-term capital lease obligations | $ 7,746 | |
Liz Claiborne Canada Retail Stores | ||
Capital lease obligations | ||
Number of store leases assigned to third parties | item | 277 | |
Number of leases for which the entity is secondarily liable | item | 140 | |
Future aggregate payments under disposition leases | $ 100,200 | |
Sale Leaseback Agreement for North Bergen, New Jersey Office | ||
Capital lease obligations | ||
Lease term | 12 years | |
Number of renewal options under the sale-leaseback transaction | item | 2 | |
Term of options under the sale-leaseback transaction | 5 years |
STREAMLINING INITIATIVES (Detai
STREAMLINING INITIATIVES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | |
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | $ 7,030 | $ 1,134 | $ 33,025 | $ 34,979 |
Non cash pretax charges Asset write-downs | 7,700 | 18,200 | ||
Roll forward of liability for streamlining initiatives | ||||
Balance at the beginning of the period | 9,897 | |||
2015 provision | 7,030 | 1,134 | 33,025 | 34,979 |
2015 asset write-downs | (7,389) | |||
Translation difference | (10) | |||
2015 spending | (20,960) | |||
Balance at the end of the period | 14,563 | 14,563 | ||
Share-based compensation | 6,684 | 5,740 | 19,440 | 31,772 |
KATE SPADE North America | ||||
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | 4,343 | 23 | 17,603 | 3,178 |
Roll forward of liability for streamlining initiatives | ||||
2015 provision | 4,343 | 23 | 17,603 | 3,178 |
Kate Spade International | ||||
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | 1,517 | 9,164 | ||
Roll forward of liability for streamlining initiatives | ||||
2015 provision | 1,517 | 9,164 | ||
Adelington Design Group | ||||
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | (29) | 6 | 1,835 | 222 |
Roll forward of liability for streamlining initiatives | ||||
2015 provision | (29) | 6 | 1,835 | 222 |
Other | ||||
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | 1,199 | 1,105 | 4,423 | 31,579 |
Roll forward of liability for streamlining initiatives | ||||
2015 provision | 1,199 | 1,105 | 4,423 | 31,579 |
Pre Tax Charges | ||||
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | 33,000 | |||
Roll forward of liability for streamlining initiatives | ||||
2015 provision | 33,000 | |||
Payroll and Related Costs | ||||
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | 12,370 | |||
Roll forward of liability for streamlining initiatives | ||||
Balance at the beginning of the period | 2,080 | |||
2015 provision | 12,370 | |||
Translation difference | (7) | |||
2015 spending | (9,959) | |||
Balance at the end of the period | 4,484 | 4,484 | ||
Contract Termination Costs | ||||
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | 11,206 | 1,300 | ||
Roll forward of liability for streamlining initiatives | ||||
Balance at the beginning of the period | 987 | |||
2015 provision | 11,206 | 1,300 | ||
2015 spending | (6,578) | |||
Balance at the end of the period | 5,615 | 5,615 | ||
Asset Write Downs and Disposals | ||||
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | 7,389 | 900 | ||
Roll forward of liability for streamlining initiatives | ||||
2015 provision | 7,389 | 900 | ||
2015 asset write-downs | (7,389) | |||
Other Costs | ||||
STREAMLINING INITIATIVES | ||||
Expenses associated with streamlining actions | 2,060 | 200 | ||
Roll forward of liability for streamlining initiatives | ||||
Balance at the beginning of the period | 6,830 | |||
2015 provision | 2,060 | 200 | ||
Translation difference | (3) | |||
2015 spending | (4,423) | |||
Balance at the end of the period | 4,464 | 4,464 | ||
Withdrawal liability incurred | 3,300 | 3,300 | ||
Payroll and Related Costs and Spending | ||||
Roll forward of liability for streamlining initiatives | ||||
Share-based compensation | $ 100 | $ (300) | $ 300 | $ 17,200 |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | |
Anti-dilutive shares | ||||
Loss from continuing operations | $ 4,510 | $ 2,623 | $ (39,800) | $ (49,768) |
(Loss) income from discontinued operations, net of income taxes | (2,207) | (11,753) | (4,577) | 82,404 |
Net (loss) income | $ 2,303 | $ (9,130) | $ (44,377) | $ 32,636 |
Basic weighted average shares outstanding | 127,682 | 126,971 | 127,611 | 125,972 |
Stock options and nonvested shares | 436 | 639 | ||
Diluted weighted average shares outstanding | 128,118 | 127,610 | 127,611 | 125,972 |
Basic earnings per share | ||||
(Loss) income from continuing operations (in dollars per share) | $ 0.04 | $ 0.02 | $ (0.31) | $ (0.40) |
(Loss) income from discontinued operations (in dollars per share) | (0.02) | (0.09) | (0.04) | 0.66 |
Net (loss) income (in dollars per share) | 0.02 | (0.07) | (0.35) | 0.26 |
Diluted earnings per share | ||||
(Loss) Income from Continuing Operations (in dollars per share) | 0.04 | 0.02 | (0.31) | (0.40) |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | (0.02) | (0.09) | (0.04) | 0.66 |
Net income (loss) (in dollars per share) | $ 0.02 | $ (0.07) | $ (0.35) | $ 0.26 |
Shares excluded from computation of diluted loss per share | 436 | 639 | ||
Stock options | ||||
Anti-dilutive shares | ||||
Stock options and nonvested shares | 1,100 | 900 | 1,100 | |
Diluted earnings per share | ||||
Shares excluded from computation of diluted loss per share | 1,100 | 900 | 1,100 | |
Outstanding nonvested shares | ||||
Anti-dilutive shares | ||||
Stock options and nonvested shares | 1,700 | 2,000 | 1,700 | |
Diluted earnings per share | ||||
Shares excluded from computation of diluted loss per share | 1,700 | 2,000 | 1,700 |
ADDITIONAL FINANCIAL INFORMAT56
ADDITIONAL FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands | Feb. 03, 2014 | Feb. 03, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | Jan. 03, 2015 |
Condensed Consolidated Statements of Cash Flows Supplementary Disclosures | |||||
Net income tax refunds received | $ 300 | ||||
Net income tax payments | $ (2,600) | ||||
Interest payments | 13,000 | 29,900 | |||
Accrued capital expenditures | 11,100 | $ 14,200 | $ 9,800 | ||
Interest received | 9,400 | ||||
Net proceeds from settlement of note receivable | $ 75,128 | ||||
Convertible Notes Payable | |||||
Condensed Consolidated Statements of Cash Flows Supplementary Disclosures | |||||
Debt conversion, aggregate principal amount | $ 32,300 | ||||
Lucky Brand Note | Lucky Brand | LBD Acquisition | |||||
Condensed Consolidated Statements of Cash Flows Supplementary Disclosures | |||||
Term of note | 3 years | 3 years | |||
Net proceeds from settlement of note receivable | $ 85,000 | $ 85,000 |
ADDITIONAL FINANCIAL INFORMAT57
ADDITIONAL FINANCIAL INFORMATION (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | Jan. 03, 2015 | |
Related Party Transactions | |||||
Equity in (loss) earnings of equity investee | $ 1.3 | $ 1.2 | $ 4.1 | $ 1.4 | |
Investments in equity investees amounted | 28.3 | $ 8 | $ 28.3 | $ 8 | $ 9.2 |
KS China Co Limited | Globalluxe Kate Spade H K Limited | |||||
Related Party Transactions | |||||
Loans to related parties | 5 | ||||
KS China Co Limited | Walton Brown | |||||
Related Party Transactions | |||||
Loans to related parties | $ 5 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2015USD ($) | Apr. 04, 2015USD ($) | Oct. 04, 2014USD ($) | Oct. 03, 2015USD ($)segment | Oct. 04, 2014USD ($) | |
SEGMENT REPORTING | |||||
Number of reportable segments | segment | 3 | ||||
Net Sales | $ 277,328 | $ 250,417 | $ 813,762 | $ 740,029 | |
% to Total | 100.00% | 100.00% | 100.00% | 100.00% | |
Adjusted EBITDA | $ 36,633 | $ 20,724 | $ 102,509 | $ 70,030 | |
Reconciliation to Loss from Continuing Operations | |||||
Adjusted EBITDA | 36,633 | 20,724 | 102,509 | 70,030 | |
Depreciation and amortization, net | (11,676) | (11,752) | (34,094) | (34,033) | |
Charges due to streamlining initiatives, brand-exiting activities, acquisition related costs and loss on asset disposals and impairments, net | (6,871) | (870) | (33,824) | (19,035) | |
Joint venture contract termination fee | $ (26,000) | (26,000) | |||
Share-based compensation | (6,684) | (5,740) | (19,440) | (31,772) | |
Adjusted Equity loss (income) included in Reportable Segments Adjusted EBITDA | 915 | 1,185 | 3,586 | 1,358 | |
Operating (Loss) Income | 12,317 | 3,547 | (7,263) | (13,452) | |
Other expense, net | (1,560) | (1,805) | (4,778) | (1,717) | |
Loss on settlement of note receivable | (9,873) | ||||
Loss on extinguishment of debt | (16,914) | ||||
Interest expense, net | (5,274) | (2,189) | (13,982) | (18,185) | |
Provision (benefit) for income taxes | 973 | (3,070) | 3,904 | (500) | |
(Loss) Income from Continuing Operations | 4,510 | 2,623 | (39,800) | (49,768) | |
Restructuring expenses | 400 | 500 | |||
Significant changes in segment assets | 0 | ||||
Payroll and Related Costs and Spending | |||||
Reconciliation to Loss from Continuing Operations | |||||
Share-based compensation | (100) | 300 | $ (300) | (17,200) | |
Domestic | |||||
SEGMENT REPORTING | |||||
Number of Operating Segments | segment | 1 | ||||
Net Sales | $ 223,058 | $ 192,805 | $ 650,239 | $ 572,073 | |
% to Total | 80.40% | 77.00% | 79.90% | 77.30% | |
International | |||||
SEGMENT REPORTING | |||||
Number of Operating Segments | segment | 4 | ||||
Net Sales | $ 54,270 | $ 57,612 | $ 163,523 | $ 167,956 | |
% to Total | 19.60% | 23.00% | 20.10% | 22.70% | |
KATE SPADE North America | |||||
SEGMENT REPORTING | |||||
Adjusted EBITDA | $ 30,713 | $ 21,130 | $ 86,566 | $ 69,614 | |
Reconciliation to Loss from Continuing Operations | |||||
Adjusted EBITDA | 30,713 | 21,130 | 86,566 | 69,614 | |
KATE SPADE International | |||||
SEGMENT REPORTING | |||||
Adjusted EBITDA | 4,793 | (1,346) | 13,215 | 81 | |
Reconciliation to Loss from Continuing Operations | |||||
Adjusted EBITDA | 4,793 | (1,346) | 13,215 | 81 | |
Adjusted Equity loss (income) included in Reportable Segments Adjusted EBITDA | (900) | (1,200) | (3,600) | (1,400) | |
Adelington Design Group | |||||
SEGMENT REPORTING | |||||
Adjusted EBITDA | 1,127 | 1,030 | 2,728 | 1,020 | |
Reconciliation to Loss from Continuing Operations | |||||
Adjusted EBITDA | 1,127 | 1,030 | 2,728 | 1,020 | |
Other | |||||
SEGMENT REPORTING | |||||
Adjusted EBITDA | (90) | (685) | |||
Reconciliation to Loss from Continuing Operations | |||||
Adjusted EBITDA | (90) | (685) | |||
Reportable Segments | |||||
SEGMENT REPORTING | |||||
Net Sales | $ 277,328 | $ 250,417 | $ 813,762 | $ 740,029 | |
% to Total | 100.00% | 100.00% | 100.00% | 100.00% | |
Reportable Segments | KATE SPADE North America | |||||
SEGMENT REPORTING | |||||
Net Sales | $ 228,493 | $ 192,886 | $ 659,809 | $ 565,021 | |
% to Total | 82.40% | 77.00% | 81.10% | 76.40% | |
Adjusted EBITDA | $ 30,713 | $ 21,130 | $ 86,566 | $ 69,614 | |
% of Sales | 13.40% | 11.00% | 13.10% | 12.30% | |
Reconciliation to Loss from Continuing Operations | |||||
Adjusted EBITDA | $ 30,713 | $ 21,130 | $ 86,566 | $ 69,614 | |
Reportable Segments | KATE SPADE International | |||||
SEGMENT REPORTING | |||||
Net Sales | $ 42,870 | $ 50,906 | $ 136,056 | $ 153,512 | |
% to Total | 15.50% | 20.30% | 16.70% | 20.70% | |
Adjusted EBITDA | $ 4,793 | $ (1,346) | $ 13,215 | $ 81 | |
% of Sales | 11.20% | (2.60%) | 9.70% | 0.10% | |
Reconciliation to Loss from Continuing Operations | |||||
Adjusted EBITDA | $ 4,793 | $ (1,346) | $ 13,215 | $ 81 | |
Reportable Segments | Adelington Design Group | |||||
SEGMENT REPORTING | |||||
Net Sales | $ 5,965 | $ 6,625 | $ 17,897 | $ 21,496 | |
% to Total | 2.10% | 2.70% | 2.20% | 2.90% | |
Adjusted EBITDA | $ 1,127 | $ 1,030 | $ 2,728 | $ 1,020 | |
% of Sales | 18.90% | 15.50% | 15.20% | 4.70% | |
Reconciliation to Loss from Continuing Operations | |||||
Adjusted EBITDA | $ 1,127 | $ 1,030 | $ 2,728 | $ 1,020 | |
Reportable Segments | Other | |||||
SEGMENT REPORTING | |||||
Adjusted EBITDA | (90) | (685) | |||
Reconciliation to Loss from Continuing Operations | |||||
Adjusted EBITDA | $ (90) | $ (685) |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) $ in Thousands, ¥ in Millions | 3 Months Ended | 9 Months Ended | ||||
Oct. 03, 2015USD ($) | Oct. 04, 2014USD ($) | Oct. 03, 2015USD ($) | Oct. 04, 2014USD ($) | Oct. 03, 2015JPY (¥) | Jan. 03, 2015USD ($) | |
Designated as Hedging Instrument | ||||||
Asset Derivatives | ||||||
Asset Derivatives, Notional amount | $ 32,912 | $ 22,050 | $ 32,912 | $ 22,050 | $ 39,100 | |
Asset Derivatives, Fair value | 1,515 | 1,233 | 1,515 | 1,233 | 3,066 | |
Liability Derivatives | ||||||
Liability Derivatives, Notional Amount | 2,200 | 2,200 | ||||
Liability Derivatives, Fair value | 93 | 93 | ||||
Not Designated as Hedging Instrument | ||||||
Asset Derivatives | ||||||
Asset Derivatives, Notional amount | 36,748 | 36,748 | 33,350 | |||
Asset Derivatives, Fair value | 347 | 347 | $ 127 | |||
Liability Derivatives | ||||||
Liability Derivatives, Notional Amount | 33,303 | 33,303 | ||||
Liability Derivatives, Fair value | 67 | 67 | ||||
Forward Contracts | ||||||
DERIVATIVE INSTRUMENTS | ||||||
Transaction losses related to derivative instruments reflected within Other expense, net | (800) | $ 2,400 | (100) | $ 1,300 | ||
Forward Contracts | Designated as Hedging Instrument | Short | Contracts maturing through June 2016 | ||||||
DERIVATIVE INSTRUMENTS | ||||||
Forward contracts to sell foreign currency in exchange of U.S. dollars | 14,400 | 14,400 | ¥ 1,700 | |||
Forward Contracts | Designated as Hedging Instrument | Short | Contracts maturing through December 2016 | ||||||
DERIVATIVE INSTRUMENTS | ||||||
Forward contracts to sell foreign currency in exchange of U.S. dollars | 20,700 | 20,700 | 2.4 | |||
Forward Contracts | Not Designated as Hedging Instrument | Short | ||||||
DERIVATIVE INSTRUMENTS | ||||||
Forward contracts to sell foreign currency in exchange of U.S. dollars | $ 33,300 | $ 33,300 | ¥ 4,000 |
DERIVATIVE INSTRUMENTS (Detai60
DERIVATIVE INSTRUMENTS (Details 2) - Foreign Exchange Contract - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | |
Derivative instruments, Gain (Loss) | ||||
Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion) | $ (534) | $ 933 | $ (1,326) | $ 541 |
Amount of Gain Reclassified from Accumulated OCI into Operations (Effective Portion) | $ 813 | $ 239 | $ 1,156 | $ 1,028 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | Oct. 04, 2014 | Jan. 03, 2015 | |
SHARE-BASED COMPENSATION | |||||
Share-based compensation expense | $ 6,600 | $ 5,800 | $ 19,400 | $ 31,800 | |
Share-based compensation | 6,684 | 5,740 | 19,440 | 31,772 | |
Payroll and Related Costs and Spending | |||||
SHARE-BASED COMPENSATION | |||||
Share-based compensation expense | 100 | 300 | 300 | 17,200 | |
Share-based compensation | $ 100 | $ (300) | $ 300 | 17,200 | |
Stock options | |||||
SHARE-BASED COMPENSATION | |||||
Vesting period | 3 years | ||||
Valuation Assumptions: | |||||
Weighted-average fair value of options granted (in dollars per share) | $ 15.92 | ||||
Historic volatility (as a percent) | 76.50% | ||||
Weighted-average volatility (as a percent) | 58.70% | ||||
Expected term (in years) | 4 years 2 months 12 days | ||||
Risk-free rate (as a percent) | 1.90% | ||||
Expected annual forfeiture (as a percent) | 15.30% | ||||
Shares | |||||
Outstanding at the beginning of the period (in shares) | 1,030,969 | ||||
Granted | 174,458 | ||||
Exercised (in shares) | (233,000) | ||||
Cancelled/expired (in shares) | (52,714) | ||||
Outstanding at end of the period (in shares) | 919,713 | 919,713 | 1,030,969 | ||
Vested or expected to vest at the end of the period (in shares) | 880,523 | 880,523 | |||
Exercisable at the end of the period (in shares) | 585,373 | 585,373 | |||
Weighted Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 11.25 | ||||
Granted (in dollars per share) | 34.29 | ||||
Exercised (in dollars per share) | 10.42 | ||||
Cancelled/expired (in dollars per share) | 21.57 | ||||
Outstanding at the end of the period (in dollars per share) | $ 15.24 | 15.24 | $ 11.25 | ||
Vested or expected to vest at the end of the period (in dollars per share) | 14.44 | 14.44 | |||
Exercisable at the end of the period (in dollars per share) | $ 8.02 | $ 8.02 | |||
Weighted Average Remaining Contractual Term | |||||
Outstanding at the end of the period | 3 years 8 months 12 days | 3 years 10 months 24 days | |||
Vested or expected to vest at the end of the period | 3 years 7 months 6 days | ||||
Exercisable at the end of the period | 2 years 7 months 6 days | ||||
Aggregate Intrinsic Value | |||||
Outstanding at the beginning of the period (in dollars) | $ 21,613 | ||||
Exercised (in dollars) | 5,659 | ||||
Outstanding at the end of the period (in dollars) | $ 7,358 | 7,358 | $ 21,613 | ||
Vested or expected to vest at the end of the period (in dollars) | 7,357 | 7,357 | |||
Exercisable at the end of the period (in dollars) | $ 7,332 | $ 7,332 | |||
Additional disclosure | |||||
Nonvested stock options outstanding (in shares) | 300,000 | 300,000 | |||
Weighted average grant date fair value per award for nonvested stock options (in dollars per share) | $ 13.22 | $ 13.22 | |||
Total unrecognized compensation cost related to nonvested stock options granted | $ 2,500 | $ 2,500 | |||
Weighted average recognition period of unrecognized stock-based compensation expense | 1 year 7 months 6 days | ||||
Fair value of shares vested under stock option plans | $ 2,300 | $ 3,200 | |||
Stock options | Minimum | |||||
SHARE-BASED COMPENSATION | |||||
Contractual term | 7 years | ||||
Stock options | Maximum | |||||
SHARE-BASED COMPENSATION | |||||
Contractual term | 10 years |
SHARE-BASED COMPENSATION (Det62
SHARE-BASED COMPENSATION (Details 2) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 04, 2015 | Oct. 03, 2015 | Oct. 04, 2014 | Oct. 03, 2015 | |
Valuation Assumptions: | ||||
Weighted-average fair value (in dollars per share) | $ 43.35 | $ 43.35 | ||
Expected volatility (as a percent) | 43.20% | |||
Weighted-average expected annual forfeiture (as a percent) | 5.00% | |||
Weighted Average Grant Date Fair Value | ||||
Nonvested stock at the end of the period (in dollars per share) | $ 43.35 | |||
Minimum | ||||
Valuation Assumptions: | ||||
Risk-free rate (as a percent) | 1.10% | |||
Maximum | ||||
Valuation Assumptions: | ||||
Risk-free rate (as a percent) | 1.70% | |||
Restricted Stock | ||||
SHARE-BASED COMPENSATION | ||||
Percentage of shares vesting on the second anniversary from the date of grant | 50.00% | |||
Percentage of shares vesting on the third anniversary from the date of grant | 50.00% | |||
Valuation Assumptions: | ||||
Weighted-average fair value (in dollars per share) | $ 45.39 | $ 45.39 | $ 44.44 | |
Shares | ||||
Nonvested stock at the beginning of the period (in shares) | 1,719,574 | 1,719,574 | ||
Granted (in shares) | 557,984 | |||
Vested (in shares) | (107,720) | |||
Cancelled (in shares) | (199,509) | |||
Nonvested stock at the end of the period (in shares) | 1,970,329 | |||
Expected to vest at the end of the period (in shares) | 1,768,101 | |||
Weighted Average Grant Date Fair Value | ||||
Nonvested stock at the beginning of the period (in dollars per share) | $ 45.39 | $ 45.39 | ||
Granted (in dollars per share) | 37.28 | |||
Vested (in dollars per share) | 20.47 | |||
Cancelled (in dollars per share) | 45.57 | |||
Nonvested stock at the end of the period (in dollars per share) | $ 44.44 | |||
Expected to vest at the end of the period (in dollars per share) | $ 44.66 | |||
Additional disclosures | ||||
Total unrecognized compensation cost related to nonvested stock awards granted under restricted stock plans | $ 44.1 | |||
Weighted average recognition period of unrecognized stock-based compensation expense | 2 years 2 months 12 days | |||
Fair value of shares vested under restricted stock plans | $ 2.2 | $ 6.8 | ||
LTIP Shares | Key Executives | ||||
SHARE-BASED COMPENSATION | ||||
Aggregate grant date value | $ 4.6 | |||
Shares | ||||
Granted (in shares) | 105,245 | |||
Annual Long Term Incentive Awards | Minimum | ||||
SHARE-BASED COMPENSATION | ||||
Number of shares to be earned as a percentage of target amount | 30.00% | |||
Annual Long Term Incentive Awards | Maximum | ||||
SHARE-BASED COMPENSATION | ||||
Number of shares to be earned as a percentage of target amount | 200.00% | |||
Performance Shares | ||||
SHARE-BASED COMPENSATION | ||||
Aggregate grant date value | $ 9.1 | |||
Valuation Assumptions: | ||||
Weighted-average fair value (in dollars per share) | $ 37.47 | $ 37.47 | ||
Expected volatility (as a percent) | 41.60% | |||
Risk-free rate (as a percent) | 1.00% | |||
Weighted-average expected annual forfeiture (as a percent) | 4.10% | |||
Shares | ||||
Expected to vest at the end of the period (in shares) | 243,419 | |||
Weighted Average Grant Date Fair Value | ||||
Nonvested stock at the end of the period (in dollars per share) | $ 37.47 | |||
Performance Shares | Minimum | ||||
Weighted Average Grant Date Fair Value | ||||
Number of awards granted depending on the Company's Total Shareholder Return ("TSR") relative to the TSR of the S&P Mid-Cap 400 Index (as a percent) | 0.00% | |||
Performance Shares | Maximum | ||||
Weighted Average Grant Date Fair Value | ||||
Number of awards granted depending on the Company's Total Shareholder Return ("TSR") relative to the TSR of the S&P Mid-Cap 400 Index (as a percent) | 200.00% |