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Annual Report 2013

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Annual Report 2013 ANNUAL REPORT 2013 CONSOLIDATED FINANCIAL HIGHLIGHTS: KATE SPADE & COMPANY AND SUBSIDIARIES Kate Spade & Company designs and markets accessories and apparel under three global, multichannel lifestyle brands: kate spade new york, Kate Spade Saturday and Jack Spade. With collections spanning demographics, genders and geographies, the brands are intended to accent customers’ interesting lives and inspire adventure at each turn. The Company also owns the Adelington Design Group, a private brand jewelry design and development group that markets brands through department stores and serves J.C. Penney Corporation, Inc. via exclusive supplier agreements for the Liz Claiborne and Monet jewelry lines. In November 2013, the Company completed the sale of the Juicy Couture intellectual property to Authentic Brands Group (ABG) and is working under a license from ABG to transition and wind down the Juicy Couture business through 2014. The Company also has a license for the Liz Claiborne New York brand, available at QVC, and Lizwear, which is distributed through the club store channel. On February 26, 2014, the Company began trading under its new stock symbol (NYSE:KATE). (Amounts in thousands, except per common share data) 2013 2012 2011 NET SALES $ 1,264,935 $ 1,043,403 $ 1,100,508 GROSS PROFIT 725,581 599,169 598,331 OPERATING LOSS (45,513) (52,528) (102,772) INCOME (LOSS) FROM CONTINUING OPERATIONS * 73,924 (70,221) 138,206 NET INCOME (LOSS) 72,995 (74,505) (171,687) PER COMMON SHARE DATA: BASIC INCOME (LOSS) FROM CONTINUING OPERATIONS 0.61 (0.64) 1.46 NET INCOME (LOSS) 0.60 (0.68) (1.81) DILUTED INCOME (LOSS) FROM CONTINUING OPERATIONS 0.60 (0.64) 1.22 NET INCOME (LOSS) 0.59 (0.68) (1.35) WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC 121,057 109,292 94,664 WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED ** 124,832 109,292 120,692 WORKING CAPITAL 206,473 36,407 124,772 TOTAL DEBT 394,201 406,294 446,315 NET SALES ($ MILLIONS) 2013 $1,265 2012 $1,043 2011 $1,101 WORKING CAPITAL ($ MILLIONS) 2013 $206 2012 $36 2011 $125 TOTAL DEBT($ MILLIONS) 2013 $394 2012 $406 2011 $446 For further information, see Item 6 – Selected Financial Data and the Consolidated Financial Statements and notes thereto, which are included within the body of the accompanying report. * During 2013, 2012 and 2011, we recorded pretax charges of $58.0 million, $47.6 million and $87.1 million, respectively, related to our streamlining initiatives, which are discussed in Note 13 of Notes to Consolidated Financial Statements. During 2013, we recorded a pretax gain of $173.1 million related to the sale of the Juicy Couture IP. During 2013, we recorded a $6.1 million impairment charge related to our former investment in the Mexx business. During 2013, we recorded a $3.3 million non-cash impairment charge in our Adelington Design Group segment related to the TRIFARI trademark and a $1.7 million non-cash impairment charge in our JUICY COUTURE segment related to the decreased use of merchandising rights for such brand. During 2012, we recorded a pretax gain of $40.1 million related to the KSJ Buyout (see Note 2 of Notes to Consolidated Financial Statements). During 2011, we recorded a pretax gain of $287.0 million related to the sales of: (i) the global trademark rights for the LIZ CLAIBORNE family of brands; (ii) the trademark rights in the US and Puerto Rico for MONET; (iii) the Dana Buchman trademark; (iv) the trademark rights related to our former Curve brand and selected and selected other smaller fragrance brands. ** Because we incurred a loss from continuing operations in 2012, outstanding stock options, nonvested shares and potentially dilutive shares issuable upon conversion of the Convertible Notes are antidilu- tive. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods. Dear Fellow Stockholders: Liz Claiborne (in 1976) and Kate Spade (in 1993), each frustrated they couldn’t find what they believed women were looking for in the marketplace, took matters into their hands and founded their own successful companies. And so began the spirit of Kate Spade & Company. The passion and drive demonstrated by our founders are firmly rooted in the DNA of our Company today. While 2013 marks the end of one chapter of our history, we are energized as we consider the significant opportunities that lie ahead. We have only just scratched the surface. In 2013, Kate Spade saw total revenue increase +61% to $743M. Customer acquisition was extraordinary and we grew our database by 57%. Our omni-channel focus was successful and comps for our e-commerce business were up +49%. In the fourth quarter, we also marked our 14th consecutive quarter of annualized comp store productivity growth. In 2013, we experienced industry-leading growth across categories. At kate spade new york, we increased the top line, balancing accessible and aspirational price points to increase customer reach. Our customers responded positively as we introduced new product categories, including stationery, desk accessories and fragrance, to build brand equity. We increased our global footprint with new stores in North America, Japan, China, Brazil, Mexico, Turkey and the Middle East, along with international concessions in Japan and France. In addition, we prepared for the successful buyout of the existing Kate Spade operations in Southeast Asia, a significant milestone as we focus on our long-term goal of reaching two-thirds of our retail footprint outside of North America. We also launched and established a solid foundation for Kate Spade Saturday, introducing a brand we see as a driver for sales and profitability, allowing us to reach a broader group of consumers. We spent last year shaping and refining our Company’s portfolio, honing our strategy to position us for significant expansion. We completed two complex sales – one for the Lucky Brand Jeans business and one for the Juicy Couture intellectual property – allowing us to concentrate all efforts on unlocking shareholder value of the Kate Spade brands. We continued our strong growth and our 2013 shareholder return was 155%. We changed the company name from Fifth & Pacific Companies to Kate Spade & Company and merged resources, both leadership and capital, to build a solid, experienced team to continue our success seamlessly. Today, we have a laser focus on our Kate Spade brands and we continue to operate the successful Adelington Design Group, a private brand jewelry design and development division. Our total business still has a relatively small footprint – with significant opportunity ahead of it – around the world. As our Company’s next chapter begins, our team is focused on aggressively expanding our business, identifying new opportunities and continuing our positive growth trajectory. In order to drive margin expansion, our approach includes more product category licenses, allowing us to move into new categories quickly and with little investment, and internationally, we will continue to evaluate appropriate business models as we grow. Our concentration as Kate Spade & Company will accelerate our progress and fuel our momentum. We are still early in our story. And we have many chapters left to write. Sincerely, Craig A. Leavitt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ፼ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2013 or អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 1-10689 FIFTH & PACIFIC COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 13-2842791 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1441 Broadway, New York, New York 10018 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 212-354-4900 Securities registered pursuant to Section 12(b) of the Act: Title of class Name of each exchange on which registered Common Stock, par value $1.00 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ፼ No អ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the ‘‘Act’’). Yes អ No ፼ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ፼ No អ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ፼ No អ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ፼ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
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