Annual Report 2015 Annual Report 2015 Specialty Shop: Regent Street, London
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Annual Report 2015 Annual Report 2015 Specialty Shop: Regent Street, London Product category highlights announced or launched in 2015 CONSOLIDATED FINANCIAL HIGHLIGHTS: KATE SPADE & COMPANY Kate Spade & Company (NYSE: KATE) operates principally under two global, multichannel lifestyle brands: kate spade new york and Jack Spade. The Company’s four category pillars – women’s, men’s, children’s and home – span demographics, genders and geographies. Known for crisp color, graphic prints and playful sophistication, kate spade new york aims to inspire a more interesting life. The kate spade new york collection includes the Madison Avenue, Broome Street and on purpose labels. Jack Spade offers a timeless and versatile assortment of bags, sportswear and tailored clothing founded on the aesthetic of simple, purposeful design. The Company also owns Adelington Design Group, a private brand jewelry design and development group. (Amounts in thousands, except per common share data) 2015 2014 2013 NET SALES $ 1,242,720 $ 1,138,603 $ 803,371 GROSS PROFIT 754,107 680,271 496,590 OPERATING INCOME 66,398 33,472 20,215 INCOME (LOSS) FROM CONTINUING OPERATIONS (1)(2) 21,708 76,726 (32,165) NET INCOME (2) 17,087 159,160 72,995 PER COMMON SHARE DATA: BASIC INCOME (LOSS) FROM CONTINUING OPERATIONS 0.17 0.61 (0.27) NET INCOME 0.13 1.26 0.60 DILUTED INCOME (LOSS) FROM CONTINUING OPERATIONS 0.17 0.60 (0.27) NET INCOME 0.13 1.25 0.60 WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC 127,634 126,264 121,057 WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED (3) 128,222 127,019 121,057 WORKING CAPITAL 354,538 221,705 206,473 NET DEBT (4) 103,706 226,699 263,979 NET SALES ($ MILLIONS) 2015 $1,243 2014 $1,139 2013 $803 WORKING CAPITAL ($ MILLIONS) 2015 $355 2014 $222 2013 $206 NET DEBT ($ MILLIONS) (4) 2015 $104 2014 $227 2013 $264 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. For further information on net sales, Adjusted EBITDA and Adjusted EBITDA margin, each excluding wind-down operations, please refer to the Company’s fourth quarter 2015 earnings release posted to the Investor Relations section of the Company website at www.katespadeandcompany.com. (1) During 2015, 2014 and 2013, we recorded pretax charges of $35.4 million, $42.0 million and $10.6 million, respectively, related to our streamlining initiatives, which are discussed in Note 13 of Notes to Consolidated Financial Statements. During 2015, we recorded a pretax charge of $26.0 million to terminate contracts with our former joint venture partner in China. During 2013, we recorded a pretax non-cash impairment charge of $6.1 million related to our former investment in the Mexx business. During 2014 and 2013, we recorded pretax non-cash impairment charges of $1.5 million and $3.3 million, respectively, in our Adelington Design Group segment related to the TRIFARI trademark. (2) During 2014, we recorded a net benefit of $87.4 million resulting from the reversal of reserves for uncertain tax positions due to the expiration of the related statutes of limitations. (3) Because we incurred losses from continuing operations in 2013, outstanding stock options, nonvested shares and potentially dilutive shares issuable upon conversion of the Convertible Notes are antidi- lutive. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods. (4) Total debt less cash and cash equivalents and marketable securities. Dear Fellow Stockholders: Kate Spade & Company became a stronger, refocused company in 2015 with a retail footprint of nearly $2 billion as we continued to successfully transform into a global, multichannel lifestyle brand. We are a very different company today than we were one year ago, and our achievements speak to our powerful momentum. In 2015, we streamlined our business model to unleash the power of our core kate spade new york brand. We launched two new category pillars – children’s and home – and reached more customers by thoughtfully opening new doors, expanding our wholesale presence and growing our eCommerce business significantly. We also made important progress along our two axes of growth, product category and geographic expansion. As we enter 2016, we are well-positioned for sustainable, long-term growth. Continuing our powerful momentum to drive sustainable, long-term growth In 2015, Kate Spade & Company continued topline expansion with net sales of $1.2 billion, a significant 21% increase on a pro forma basis compared to 2014. Our industry-leading direct-to-consumer comparable sales growth of 13 percent reflects our meaningful customer engagement. In addition, we generated full-year Adjusted EBITDA, excluding wind-down operations of $203 million, and robust Adjusted EBITDA margin expansion of 380 basis points, driven by both stronger gross margins and greater expense leverage. Strengthening our diverse business model to differentiate Kate Spade & Company We are focused on building a sustainable, diverse business model that sets our Company apart and supports our long-term growth as a global lifestyle brand. First, we significantly expanded our product offering in 2015, introducing 14 new product categories across our four category pillars – women’s, men’s, children’s and home – including baby and layette, athleisure, sleepwear, outerwear, kitchen, bedding, furniture, rugs and lighting, among others. These new product categories proved to be successful customer acquisition vehicles, while delivering on our lifestyle brand vision and underpinning our growth. In fact, 30 to 50 percent of customers who are making purchases in many of these new categories are first-time purchasers to our brand. Second, our partnered approach to geographic and product category expansion allowed us to grow our operating margin, build scale and offer customers access to our collections across markets. We entered eight new countries in 2015 using this partnered approach and expanded in Latin America and greater China to diversify our footprint. We also entered into a new distribution agreement in early 2016 to open standalone stores in major Indian cities to build brand equity and engagement in the region. We are focused not only on where business is transacted, but also on the importance of consumer origin for transactions in all markets around the world. Third, our channel-agnostic approach allows us to blur distribution lines to reach our customers wherever and whenever they want. Our digital prowess continues to give us an advantage, as the online experience is an increasingly important component of the decision-making process, regardless of where consumers ultimately purchase. Our eCommerce channel, which represents approximately 20 percent of our reported net sales, continued to exceed our expectations in 2015, with double-digit growth on our flagship eCommerce site. This site continues to serve as an effective way to communicate our brand story and establish an emotional connection with our customers. Fourth, we have controlled points of distribution, utilizing our strategic, deliberate approach to expansion to maintain brand equity, avoid ubiquity and drive a sense of urgency for consumer purchases. Fifth, we are focused on our direct-to-consumer business, with penetration at approximately 75 percent of sales, and we carefully control wholesale distribution with a select group of strong retail partners. This strategic focus allows us to directly foster customer engagement and share our brand story. And finally, we are relentlessly focused on protecting our quality of sale to foster aspiration, drive demand and help maintain gross margin over the long term. We continued to grow and delivered industry-leading results despite the deliberate pullback on a range of promotional events in 2015. Looking ahead – expanding as a powerful, global multichannel lifestyle brand In 2016, our powerful momentum is helping fuel our growth and creativity as we continue to focus on maximizing profitability and delivering shareholder value. Our successful ongoing transformation into a global, multichannel lifestyle brand differentiates us from our competitors and uniquely positions us to reach and engage with customers in all facets of their lives. We are still early in our journey as Kate Spade & Company and are energized by the opportunity ahead. Thank you for your continued support. 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 January 2, 2016 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 KATE SPADE & COMPANY (Exact name of registrant as specified in its charter) Delaware 13-2842791 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 2 Park Avenue, New York, New York 10016 (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.