Date of report (Date of earliest event reported):
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
||
(State of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
(Address of principal executive offices) (Zip Code)
|
(
|
(Registrant’s telephone number, including area code)
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Item 2.02 |
Results of Operations and Financial Condition.
|
Item 9.01 |
Financial Statements and Exhibits.
|
99.1
|
Text of Press Release, dated May 9, 2024
|
Dated: May 9, 2024
|
|||
TAPESTRY, INC.
|
|||
By:
|
/s/ David E. Howard
|
||
David E. Howard
|
|||
General Counsel and Secretary
|
Text of Press Release, dated May 9, 2024
|
• |
Drove Fiscal Third Quarter Operating Income and EPS Outperformance Versus Expectations Fueled by 190 Basis Points of Gross Margin Expansion
|
• |
Generated Robust Operating and Free Cash Flow of Over $900 Million Year-to-Date, Significantly Above Prior Year
|
• |
Maintained EPS Outlook for Fiscal Year 2024
|
• |
Drove customer engagement, acquiring
approximately 1.2 million new customers in North America alone, of which over half were Gen Z and Millennials.
|
• |
Delivered total revenue approximately in-line with prior year in constant currency, consistent with the low-end of the guidance range, including a decline in direct-to-consumer sales, offset by growth in wholesale, led by International;
|
• |
Achieved International revenue growth of 3% at constant currency, which included gains in Europe (+19%), Other Asia (+15%), and Japan (+2%); as expected, sales in Greater China declined 2% compared to the
prior year;
|
• |
Realized a 3% decline in North America compared to the prior year, amid a challenging consumer backdrop;
|
• |
Drove adjusted earnings per diluted share roughly $0.15 ahead of expectations due to operational outperformance, as well as a favorable expense timing shift of approximately $0.06 with the fiscal fourth quarter;
|
• |
Generated robust operating and free cash flow of over $900 million on a year-to-date basis, above prior year, fueling the Company’s strategic growth agenda.
|
• |
Launched immersive retail experiences and new concepts globally, which drove awareness and an increase in customer penetration among younger cohorts;
|
• |
Maintained strong Digital positioning, with revenue more than three times above pre-pandemic levels, or over 25% of sales.
|
• |
Delivered compelling and distinctive assortments to consumers, with notable momentum at Coach, which drove handbag AUR growth at constant currency;
|
• |
Expanded gross margin by 190 basis points, benefiting from
lower freight expense, FX tailwinds, and operational outperformance;
|
• |
Maintained tight inventory control, ending the quarter with inventory levels 12% below the prior year, reflecting the Company’s focus on disciplined inventory management.
|
• |
Net sales totaled $1.48 billion compared to $1.51 billion
in the prior year period, representing a decline of 2% on a reported basis. Excluding a currency headwind of approximately 160 basis points, sales were approximately even with the prior year.
|
• |
Gross profit totaled $1.11 billion, while gross margin was
74.7%, which included a benefit of 100 basis points from lower freight expense, FX tailwinds, as well as operational improvements. This compared to prior year gross profit of $1.10 billion, representing a gross margin of 72.8%.
|
• |
SG&A expenses totaled $903 million and represented 60.9%
of sales on a reported basis. On a non-GAAP basis, SG&A expenses totaled $868 million and represented approximately 58.6% of sales. In the prior year period, SG&A expenses on both a reported and non-GAAP basis totaled $872
million, representing 57.8% of sales.
|
• |
Operating income was $204 million on a reported basis, while
operating margin was 13.8%. On a non-GAAP basis, operating income was $239 million, while operating margin was 16.1%. This compares to reported and non-GAAP operating income of $226 million and a 15.0% operating margin in the prior year
period.
|
• |
Net interest expense was $32 million on a reported basis,
reflecting the incremental debt incurred related to the financing of the proposed acquisition of Capri Holdings Limited. On a non-GAAP basis, net interest income was $1 million. This compared to net interest expense of $6 million in the
prior year period on both a reported and non-GAAP basis.
|
• |
Other expense was $3 million, primarily due to an FX loss
associated with the movement of the U.S. Dollar within the quarter. This compared to other income of $3 million in the prior year period primarily related to an FX gain.
|
• |
Net income was $139 million, with earnings per diluted
share of $0.60. On a non-GAAP basis, net income was $190 million, with earnings per diluted share of $0.81. In the prior year period, net income was $187 million, with earnings per diluted share of $0.78 on both a reported and non-GAAP
basis. On a reported basis, the tax rate for the quarter was 17.7% and 19.9% on a non-GAAP basis. In the prior year period, the tax rate was 16.4% on both a reported and non-GAAP basis.
|
• |
Cash, cash equivalents and short-term investments totaled
$7.42 billion and total borrowings outstanding were $7.70 billion, reflecting $6.1 billion in senior notes issued in November 2023 to fund the anticipated
acquisition of Capri Holdings Limited.
|
• |
Inventory of $824 million was below the prior year’s ending
inventory of $934 million.
|
• |
Cash flow from operating activities for the fiscal third
quarter was an inflow of $98 million compared to an inflow of $112 million in the prior year. On a year-to-date basis, cash flow from operating activities was an inflow of $1.00 billion compared to an inflow of $575 million in the prior
year. Free cash flow for the fiscal third quarter was an inflow of $79 million compared to an inflow of approximately $71 million in the prior year. On a year-to-date basis, free cash flow was an inflow of $937 million compared to an inflow of
approximately $425 million in the prior year.
|
• |
CapEx and implementation costs related to Cloud Computing for the fiscal third quarter were $29 million versus $57 million a year ago. On a year-to-date basis, CapEx and implementation costs related to Cloud Computing
were $88 million versus $206 million a year ago.
|
• |
Expand the Company’s portfolio reach and diversification
across consumer segments, geographies and product categories within the growing $200+ billion global luxury market for handbags, accessories, footwear and apparel;
|
• |
Leverage Tapestry’s consumer engagement platform to drive
direct-to-consumer opportunities;
|
• |
Unlock opportunity for significant cost synergies of over
$200 million within three years of closing;
|
• |
Generate highly diversified, strong, and consistent cash flow,
enabling investment in the combined entity’s brands, talent, and business while supporting rapid debt paydown, consistent with the Company’s commitment to achieving its stated target of a gross leverage ratio of below 2.5x debt/adjusted
EBITDA within 24 months of transaction close;
|
• |
Power continued progress as a purpose-led, people-centered company; and,
|
• |
Create a path to deliver enhanced total shareholder returns,
including strong double-digit EPS accretion on an adjusted basis and compelling ROIC.
|
• |
Revenue of over $6.6 billion, approximately in-line with
prior year on a reported basis and representing growth of approximately 1% on a constant currency basis;
|
• |
Net interest expense of approximately $12 million;
|
• |
Tax rate of approximately 20%;
|
• |
Weighted average diluted share count of approximately 233
million shares;
|
• |
Earnings per diluted share of $4.20 to $4.25, representing
8% to 9% growth compared to the prior year;
|
• |
Free cash flow of approximately $1.1 billion, excluding
deal-related costs.
|
• |
No revenue or earnings contribution or deal-related costs related to the proposed acquisition of Capri Holdings Limited;
|
• |
No further appreciation of the U.S. Dollar; information provided based on spot rates at the time of forecast;
|
• |
No material worsening of inflationary pressures or consumer confidence; and
|
• |
No benefit from the potential reinstatement of the Generalized System of Preferences (“GSP”).
|
(unaudited)
QUARTER ENDED
|
(unaudited)
NINE MONTHS ENDED
|
|||||||||||||||
March 30, 2024
|
April 1, 2023
|
March 30, 2024
|
April 1, 2023
|
|||||||||||||
Net sales
|
$
|
1,482.4
|
$
|
1,509.5
|
$
|
5,080.1
|
$
|
5,041.4
|
||||||||
Cost of sales
|
375.0
|
411.2
|
1,381.8
|
1,499.2
|
||||||||||||
Gross profit
|
1,107.4
|
1,098.3
|
3,698.3
|
3,542.2
|
||||||||||||
Selling, general and administrative expenses
|
903.1
|
872.0
|
2,793.2
|
2,643.4
|
||||||||||||
Operating income (loss)
|
204.3
|
226.3
|
905.1
|
898.8
|
||||||||||||
Interest expense, net
|
32.0
|
6.1
|
94.5
|
21.4
|
||||||||||||
Other expense (income)
|
2.8
|
(3.0
|
)
|
(0.5
|
)
|
1.1
|
||||||||||
Income (loss) before provision for income taxes
|
169.5
|
223.2
|
811.1
|
876.3
|
||||||||||||
Provision (benefit) for income taxes
|
30.1
|
36.5
|
154.4
|
164.4
|
||||||||||||
Net income (loss)
|
$
|
139.4
|
$
|
186.7
|
$
|
656.7
|
$
|
711.9
|
||||||||
Net income (loss) per share:
|
||||||||||||||||
Basic
|
$
|
0.61
|
$
|
0.80
|
$
|
2.87
|
$
|
2.99
|
||||||||
Diluted
|
$
|
0.60
|
$
|
0.78
|
$
|
2.82
|
$
|
2.93
|
||||||||
Shares used in computing net income (loss) per share:
|
||||||||||||||||
Basic
|
229.5
|
234.6
|
229.0
|
238.4
|
||||||||||||
Diluted
|
234.2
|
239.7
|
232.8
|
243.2
|
QUARTER ENDED
|
||||||||||||||||
March 30, 2024
|
April 1, 2023
|
% Change vs. FY23
|
Constant Currency %
Change FY23
|
|||||||||||||
Coach
|
$
|
1,145.6
|
$
|
1,144.0
|
—
|
%
|
2
|
%
|
||||||||
Kate Spade
|
280.7
|
297.2
|
(6
|
)%
|
(5
|
)%
|
||||||||||
Stuart Weitzman
|
56.1
|
68.3
|
(18
|
)%
|
(17
|
)%
|
||||||||||
Total Tapestry
|
$
|
1,482.4
|
$
|
1,509.5
|
(2
|
)%
|
—
|
%
|
NINE MONTHS ENDED
|
||||||||||||||||
March 30, 2024
|
April 1, 2023
|
% Change vs. FY23
|
Constant Currency %
Change FY23 |
|||||||||||||
Coach
|
$
|
3,844.9
|
$
|
3,713.0
|
4
|
%
|
5
|
%
|
||||||||
Kate Spade
|
1,044.3
|
1,109.4
|
(6
|
)%
|
(5
|
)%
|
||||||||||
Stuart Weitzman
|
190.9
|
219.0
|
(13
|
)%
|
(12
|
)%
|
||||||||||
Total Tapestry
|
$
|
5,080.1
|
$
|
5,041.4
|
1
|
%
|
2
|
%
|
For the Quarter Ended March 30, 2024
|
For the Nine Months Ended March 30, 2024
|
|||||||||||||||||||||||
Items Affecting Comparability
|
Items Affecting Comparability
|
|||||||||||||||||||||||
GAAP Basis
(As Reported) |
Acquisition Costs
|
Non-GAAP Basis
(Excluding Items) |
GAAP Basis
(As Reported) |
Acquisition Costs
|
Non-GAAP Basis
(Excluding Items)
|
|||||||||||||||||||
Gross Profit
|
||||||||||||||||||||||||
Coach
|
891.3
|
—
|
891.3
|
2,906.4
|
—
|
2,906.4
|
||||||||||||||||||
Kate Spade
|
183.6
|
—
|
183.6
|
676.9
|
—
|
676.9
|
||||||||||||||||||
Stuart Weitzman
|
32.5
|
—
|
32.5
|
115.0
|
—
|
115.0
|
||||||||||||||||||
Gross profit
|
$
|
1,107.4
|
$
|
—
|
$
|
1,107.4
|
$
|
3,698.3
|
$
|
—
|
$
|
3,698.3
|
||||||||||||
SG&A expenses
|
||||||||||||||||||||||||
Coach
|
528.6
|
—
|
528.6
|
1,644.1
|
—
|
1,644.1
|
||||||||||||||||||
Kate Spade
|
173.6
|
—
|
173.6
|
568.2
|
—
|
568.2
|
||||||||||||||||||
Stuart Weitzman
|
37.2
|
—
|
37.2
|
126.9
|
—
|
126.9
|
||||||||||||||||||
Corporate
|
163.7
|
35.0
|
128.7
|
454.0
|
82.9
|
371.1
|
||||||||||||||||||
SG&A expenses
|
$
|
903.1
|
$
|
35.0
|
$
|
868.1
|
$
|
2,793.2
|
$
|
82.9
|
$
|
2,710.3
|
||||||||||||
Operating income (loss)
|
||||||||||||||||||||||||
Coach
|
362.7
|
—
|
362.7
|
1,262.3
|
—
|
1,262.3
|
||||||||||||||||||
Kate Spade
|
10.0
|
—
|
10.0
|
108.7
|
—
|
108.7
|
||||||||||||||||||
Stuart Weitzman
|
(4.7
|
)
|
—
|
(4.7
|
)
|
(11.9
|
)
|
—
|
(11.9
|
)
|
||||||||||||||
Corporate
|
(163.7
|
)
|
(35.0
|
)
|
(128.7
|
)
|
(454.0
|
)
|
(82.9
|
)
|
(371.1
|
)
|
||||||||||||
Operating income (loss)
|
$
|
204.3
|
$
|
(35.0
|
)
|
$
|
239.3
|
$
|
905.1
|
$
|
(82.9
|
)
|
$
|
988.0
|
||||||||||
Interest expense, net
|
32.0
|
32.9
|
(0.9
|
)
|
94.5
|
83.7
|
10.8
|
|||||||||||||||||
Provision for income taxes
|
30.1
|
(17.2
|
)
|
47.3
|
154.4
|
(40.2
|
)
|
194.6
|
||||||||||||||||
Net income (loss)
|
$
|
139.4
|
$
|
(50.7
|
)
|
$
|
190.1
|
$
|
656.7
|
$
|
(126.4
|
)
|
$
|
783.1
|
||||||||||
Net income (loss) per diluted common share
|
$
|
0.60
|
$
|
(0.21
|
)
|
$
|
0.81
|
$
|
2.82
|
$
|
(0.54
|
)
|
$
|
3.36
|
For the Quarter Ended
April 1, 2023
|
For the Nine Months
Ended April 1, 2023
|
|||||||
GAAP Basis
(As Reported)(1) |
GAAP Basis
(As Reported)(1) |
|||||||
Gross Profit
|
||||||||
Coach
|
866.5
|
2,710.7
|
||||||
Kate Spade
|
191.1
|
701.0
|
||||||
Stuart Weitzman
|
40.7
|
130.5
|
||||||
Gross profit
|
$
|
1,098.3
|
$
|
3,542.2
|
||||
SG&A expenses
|
||||||||
Coach
|
524.3
|
1,576.1
|
||||||
Kate Spade
|
183.1
|
600.8
|
||||||
Stuart Weitzman
|
39.9
|
134.1
|
||||||
Corporate
|
124.7
|
332.4
|
||||||
SG&A expenses
|
$
|
872.0
|
$
|
2,643.4
|
||||
Operating income (loss)
|
||||||||
Coach
|
342.2
|
1,134.6
|
||||||
Kate Spade
|
8.0
|
100.2
|
||||||
Stuart Weitzman
|
0.8
|
(3.6
|
)
|
|||||
Corporate
|
(124.7
|
)
|
(332.4
|
)
|
||||
Operating income (loss)
|
$
|
226.3
|
$
|
898.8
|
||||
Provision for income taxes
|
36.5
|
164.4
|
||||||
Net income (loss)
|
$
|
186.7
|
$
|
711.9
|
||||
Net income (loss) per diluted common share
|
$
|
0.78
|
$
|
2.93
|
(unaudited)
March 30, 2024
|
(audited)
July 1, 2023
|
|||||||
ASSETS
|
||||||||
Cash, cash equivalents and short-term investments
|
$
|
7,418.0
|
$
|
741.5
|
||||
Receivables
|
276.7
|
211.5
|
||||||
Inventories
|
824.1
|
919.5
|
||||||
Other current assets
|
478.2
|
491.0
|
||||||
Total current assets
|
8,997.0
|
2,363.5
|
||||||
Property and equipment, net
|
518.4
|
564.5
|
||||||
Operating lease right-of-use assets
|
1,352.1
|
1,378.7
|
||||||
Other assets
|
2,860.4
|
2,810.1
|
||||||
Total assets
|
$
|
13,727.9
|
$
|
7,116.8
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Accounts payable
|
$
|
373.1
|
$
|
416.9
|
||||
Accrued liabilities
|
658.9
|
547.1
|
||||||
Current portion of operating lease liabilities
|
308.9
|
297.5
|
||||||
Current debt
|
25.0
|
25.0
|
||||||
Total current liabilities
|
1,365.9
|
1,286.5
|
||||||
Long-term debt
|
7,673.7
|
1,635.8
|
||||||
Long-term operating lease liabilities
|
1,262.2
|
1,333.7
|
||||||
Other liabilities
|
651.0
|
583.0
|
||||||
Stockholders’ equity
|
2,775.1
|
2,277.8
|
||||||
Total liabilities and stockholders’ equity
|
$
|
13,727.9
|
$
|
7,116.8
|
(unaudited)
March 30, 2024
|
(unaudited)
April 1, 2023
|
|||||||
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$
|
656.7
|
$
|
711.9
|
||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
125.8
|
130.5
|
||||||
Other non-cash items
|
100.7
|
45.7
|
||||||
Changes in operating assets and liabilities
|
116.4
|
(313.3
|
)
|
|||||
Net cash provided by (used in) operating activities
|
999.6
|
574.8
|
||||||
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
||||||||
Purchases of property and equipment
|
(62.7
|
)
|
(149.6
|
)
|
||||
Purchases of investments
|
(1,126.0
|
)
|
(6.3
|
)
|
||||
Other items
|
702.6
|
196.5
|
||||||
Net cash provided by (used in) investing activities
|
(486.1
|
)
|
40.6
|
|||||
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
||||||||
Payment of dividends
|
(240.9
|
)
|
(214.2
|
)
|
||||
Repurchase of common stock
|
—
|
(502.0
|
)
|
|||||
Proceeds from issuance of debt, net of discount
|
6,089.5
|
—
|
||||||
Other items
|
(115.0
|
)
|
(52.5
|
)
|
||||
Net cash provided by (used in) financing activities
|
5,733.6
|
(768.7
|
)
|
|||||
Effect of exchange rate on cash and cash equivalents
|
1.9
|
0.7
|
||||||
Net (decrease) increase in cash and cash equivalents
|
6,249.0
|
(152.6
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
$
|
726.1
|
$
|
789.8
|
||||
Cash and cash equivalents at end of period
|
$
|
6,975.1
|
$
|
637.2
|
As of
|
As of
|
|||||||||||||||
Directly-Operated Store Count:
|
December 30, 2023
|
Openings
|
(Closures)
|
March 30, 2024
|
||||||||||||
Coach
|
||||||||||||||||
North America
|
331
|
1
|
(6
|
)
|
326
|
|||||||||||
International
|
613
|
4
|
(6
|
)
|
611
|
|||||||||||
Kate Spade
|
||||||||||||||||
North America
|
205
|
1
|
(8
|
)
|
198
|
|||||||||||
International
|
194
|
2
|
(11
|
)
|
185
|
|||||||||||
Stuart Weitzman
|
||||||||||||||||
North America
|
38
|
—
|
—
|
38
|
||||||||||||
International
|
61
|
3
|
(2
|
)
|
62
|
As of
|
As of
|
|||||||||||||||
Directly-Operated Store Count:
|
July 1, 2023
|
Openings
|
(Closures)
|
March 30, 2024
|
||||||||||||
Coach
|
||||||||||||||||
North America
|
330
|
3
|
(7
|
)
|
326
|
|||||||||||
International
|
609
|
17
|
(15
|
)
|
611
|
|||||||||||
Kate Spade
|
||||||||||||||||
North America
|
205
|
2
|
(9
|
)
|
198
|
|||||||||||
International
|
192
|
7
|
(14
|
)
|
185
|
|||||||||||
Stuart Weitzman
|
||||||||||||||||
North America
|
36
|
2
|
—
|
38
|
||||||||||||
International
|
57
|
10
|
(5
|
)
|
62
|