UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported):      April 29, 2014


Coach, Inc.

(Exact name of registrant as specified in its charter)


Maryland

 

1-16153

 

52-2242751

(State of
Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


516 West 34th Street, New York, NY 10001

(Address of principal executive offices) (Zip Code)


(212) 594-1850

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

On April 29, 2014, Coach, Inc. (the “Company”) issued a press release (the “Press Release”) in which the Company announced its financial results for its fiscal quarter ended March 29, 2014.  All information in the Press Release is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

The attached Press Release includes the following Non-GAAP financial information:

 

Percentage increases/decreases in sales for the Company, its International segment and Coach Japan have been presented both including and excluding currency fluctuation effects from translating foreign-denominated sales into U.S. dollars and compared to the same period in the prior fiscal year.

 

The Company believes that it is appropriate to present this supplemental information, for the following reasons:

 

Presenting sales increases/decreases including and excluding currency fluctuation effects for the Company, its International segment and Coach Japan will help investors and analysts to understand the effect on this performance measure of significant year-over-year currency fluctuations.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.  The following exhibit is being furnished herewith:

99.1                Text of Press Release, dated April 29, 2014


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:

April 29, 2014

 

COACH, INC.

 

 

 

By:

/s/ Todd Kahn

Todd Kahn

Global Corporate Affairs Officer,

General Counsel & Secretary


EXHIBIT INDEX

99.1

Text of Press Release, dated April 29, 2014

Exhibit 99.1

Coach Reports Third Quarter Earnings of $0.68

Board Declares Quarterly Dividend

NEW YORK--(BUSINESS WIRE)--April 29, 2014--Coach, Inc. (NYSE:COH) (SEHK:6388), a leading New York design house of modern luxury accessories, today announced sales of $1.10 billion for its third fiscal quarter ended March 29, 2014, compared with $1.19 billion reported in the same period of the prior year, a decrease of 7%. On a constant currency basis sales declined 5% for the quarter. Net income for the quarter totaled $191 million, with earnings per diluted share of $0.68. This compared to net income of $239 million and earnings per diluted share of $0.84, in the prior year’s third quarter.

Victor Luis, Chief Executive Officer of Coach, Inc., said, “During the third quarter, total sales declined as weakness in our North American women’s bag and accessories business continued to offset strong growth in men’s, footwear, and robust sales gains in Asian markets and Europe. Our business in North America remained challenging in the period, exacerbated by the weather and shift of the Easter holiday. We experienced sharply lower traffic levels in our stores while our internet results were impacted by our strategic decisions to eliminate third party events, as well as limit the access and invitations to our factory flash site. At the same time, China results remained resilient with total sales growing over 25% and comparable store sales rising at a double-digit rate. Importantly, we continued to advance our transformation initiatives across all consumer touchpoints, including our first ever New York Fashion Week presentation in February. The strong editorial response to Executive Creative Director Stuart Vevers’s inaugural collection brought Coach into the fashion conversation.”

For the third fiscal quarter, operating income totaled $263 million, compared to $348 million reported in the comparable year ago period, while the operating margin was 23.9% versus 29.3% reported in the prior year. During the quarter, gross profit totaled $781 million compared to $880 million a year ago. Gross margin was 71.1% versus 74.1% reported in the prior year. SG&A expenses of $519 million declined from the $532 reported last year and, as a percentage of net sales was 47.2%, compared to the 44.8% reported in the year-ago quarter.

The company also announced that during the third fiscal quarter, it repurchased and retired about 3.6 million shares of its common stock at an average cost of $47.99, spending a total of $175 million and taking the year-to-date total to $525 million. At the end of the period, approximately $835 million remained under the company’s current repurchase authorization.

The company also announced that its Board of Directors declared a quarterly cash dividend of $0.3375 per common share, maintaining an annual rate of $1.35. The dividend is payable on June 30, 2014 to shareholders of record as of the close of business on June 6, 2014. In addition, the company noted it has modified the timing of its annual dividend rate assessment to align with the company’s fiscal year end and the review of its annual operating plan.

For the nine months ended March 29, 2014, net sales were $3.67 billion as compared to $3.85 billion reported in the first nine months of fiscal 2013. On a constant currency basis sales decreased 2% for the period. Net income totaled $706 million as compared to $813 million reported a year ago, while earnings per diluted share were $2.51 versus $2.84.

Third fiscal quarter sales results in each of Coach’s segments were as follows:

Mr. Luis added, “We have made continued progress this quarter in our work to transform the Coach brand across all aspects of the consumer experience - product, stores and marketing. We view our critical success at New York Fashion Week as an important milestone, driving fashion credibility and relevance. We’ve also announced a partnership with Studio Sofield to further evolve our lifestyle store concept. Finally, the editorial coming out of Fashion Week provides a springboard for our marketing campaign for fall, in support of the new collection.”

“While our North American women’s bag and accessory business was disappointing, we remain confident in our brand vision, our leadership team and our ability to execute the strategy underway. We look forward to sharing our plans to drive brand vibrancy and long-term value creation during our analyst day on June fourth,” Mr. Luis concluded.

Coach will host a conference call to review third fiscal quarter results at 8:30 a.m. (EDT) today, April 29, 2014. Interested parties may listen to the webcast by accessing www.coach.com/investors on the Internet or dialing into 1-888-405-2080 or 1-210-795-9977 and asking for the Coach earnings call led by Andrea Shaw Resnick, Global Head of Investor Relations & Corporate Communications. A telephone replay will be available starting at 12:00 noon today, for a period of five business days. The number to call is 1-866-352-7723 or 1-203-369-0080. A webcast replay of this call will be available for five business days on the Coach website.

The Company expects to report fourth quarter financial results on Tuesday, August 5, 2014. To receive notification of future announcements, please register at www.coach.com/investors ("Subscribe to E-Mail Alerts").

Coach, with headquarters in New York, is a leading American marketer of fine accessories and gifts for women and men, including handbags, men’s bags, women’s and men’s small leathergoods, footwear, outerwear, watches, weekend and travel accessories, scarves, sunwear, fragrance, jewelry and related accessories. Coach is sold worldwide through Coach stores, select department stores and specialty stores, and through Coach’s website at www.coach.com. Coach’s common stock is traded on the New York Stock Exchange under the symbol COH and Coach’s Hong Kong Depositary Receipts are traded on The Stock Exchange of Hong Kong Limited under the symbol 6388.

Neither the Hong Kong Depositary Receipts nor the Hong Kong Depositary Shares evidenced thereby have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account of, a U.S. Person (within the meaning of Regulation S under the Securities Act), absent registration or an applicable exemption from the registration requirements. Hedging transactions involving these securities may not be conducted unless in compliance with the Securities Act.

This press release contains forward-looking statements based on management's current expectations. These statements can be identified by the use of forward-looking terminology such as "may," "will," “plan,” "should," “believe,” “next,” “develop,” "expect," “confident,” “trends,” “further evolve,” “forward,” "intend," "estimate," "on track," "are positioned to," “on course,” “opportunity,” "continue," "project," "guidance," “target,” "forecast," "anticipated," or comparable terms. Future results may differ materially from management's current expectations, based upon risks and uncertainties such as expected economic trends, the ability to anticipate consumer preferences, the ability to control costs, etc. Please refer to Coach’s latest Annual Report on Form 10-K for a complete list of risk factors.

                                       

COACH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Quarters and Nine Months Ended March 29, 2014 and March 30, 2013

(in thousands, except per share data)

(unaudited)

 
QUARTER ENDED NINE MONTHS ENDED
March 29, March 30, March 29, March 30,
2014 2013 2014 2013
 
Net sales $   1,099,626 $   1,187,578 $   3,670,010 $   3,852,702
 
Cost of sales     318,287       307,390     1,079,419     1,041,964
 
Gross profit 781,339 880,188 2,590,591 2,810,738
 
Selling, general and
administrative expenses     518,630       531,695     1,570,305     1,603,951
 
Operating income 262,709 348,493 1,020,286 1,206,787
 
Interest (expense) income, net (1,929 ) 1,021 1,652 1,323
 
Other expense     -       1,764     -     5,341
 
Income before provision for income taxes 260,780 347,750 1,021,938 1,202,769
 
Provision for income taxes     70,040       108,818     315,877     389,692
 
Net income $   190,740   $   238,932 $   706,061 $   813,077
 
Net income per share
 
Basic $   0.69   $   0.85 $   2.53 $   2.88
 
Diluted $   0.68   $   0.84 $   2.51 $   2.84
 
Shares used in computing
net income per share
 
Basic     276,107       280,818     278,853     282,805
 
Diluted     278,750       284,624     281,576     286,559
 
                             

COACH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

At March 29, 2014, June 29, 2013 and March 30, 2013

(in thousands)

(unaudited)

 
March 29, June 29, March 30,
2014 2013 2013
ASSETS
 
Cash, cash equivalents and short term investments $   774,904 $   1,134,891 $   928,495
Receivables 197,744 175,477 177,139
Inventories 583,743 524,706 515,915
Other current assets     233,698     235,873     272,642
 
Total current assets 1,790,089 2,070,947 1,894,191
 
Property and equipment, net 742,021 694,771 686,597
Other noncurrent assets     1,048,512     766,179     691,332
 
Total assets $   3,580,622 $   3,531,897 $   3,272,120
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Accounts payable $ 109,798 $ 178,857 $ 137,143
Accrued liabilities 467,663 543,153 455,248
Current debt     210,485     500     22,122
 
Total current liabilities 787,946 722,510 614,513
 
Long-term debt - 485 485
Other liabilities 403,397 399,744 413,157
 
Stockholders' equity     2,389,279     2,409,158     2,243,965
 
Total liabilities and stockholders' equity $   3,580,622 $   3,531,897 $   3,272,120
 
                                       

COACH, INC.

Store Count

At December 28, 2013 and March 29, 2014

(unaudited)

 
As of Net Openings/ As of

Directly-Operated Store Count:

December 28, 2013

(Closures)

March 29, 2014

North America 556 (13) 543
 
Japan 196 3 199
 
China (PRC, Hong Kong & Macau) 142 5 147
 
Asia - Other 98 (2) 96
 
Europe 24 2 26
 

CONTACT:
Coach
Analysts & Media:
Andrea Shaw Resnick, 212-629-2618
Global Head of Investor Relations & Corporate Communications