UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 30, 2006
or
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission file number: 1-16153
COACH, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 52-2242751 | |||||
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S. 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)
Indicate by check
mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated
filer
Non-accelerated filer
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes
No
On February 2, 2007, the Registrant had 370,173,392 outstanding shares of common stock, which is the Registrant’s only class of common stock.
The document contains 29 pages excluding exhibits.
COACH, INC.
TABLE OF CONTENTS FORM 10-Q
SPECIAL NOTE ON FORWARD-LOOKING INFORMATION
This Form 10-Q contains certain ‘‘forward-looking statements’’, based on current expectations, that involve risks and uncertainties that could cause our actual results to differ materially from our management’s current expectations. These forward-looking statements can be identified by the use of forward-looking terminology such as ‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘expect’’, ‘‘intend’’, ‘‘estimate’’, ‘‘are positioned to’’, ‘‘continue’’, ‘‘project’’, ‘‘guidance’’, ‘‘forecast’’, ‘‘anticipated’’, or comparable terms. Future results will vary from historical results and historical growth is not indicative of future trends, which will depend upon a number of factors, including but not limited to: (i) the successful execution of our growth strategies; (ii) the effect of existing and new competition in the marketplace; (iii) our exposure to international risks, including currency fluctuations; (iv) changes in economic or political conditions in the markets where we sell or source our products; (v) our ability to successfully anticipate consumer preferences for accessories and fashion trends; (vi) our ability to control costs; (vii) the effect of seasonal and quarterly fluctuations in our sales on our operating results; (viii) our ability to protect against infringement of our trademarks and other proprietary rights; and such other risk factors as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2006. Coach, Inc. assumes no obligation to update or revise any such forward-looking statements, which speak only as of their date, even if experience, future events or changes make it clear that any projected financial or operating results will not be realized.
WHERE YOU CAN FIND MORE INFORMATION
Coach’s quarterly financial results and other important information are available by calling the Investor Relations Department at (212) 629-2618.
Coach maintains a website at www.coach.com where investors and other interested parties may obtain, free of charge, press releases and other information as well as gain access to our periodic filings with the SEC.
PART I
ITEM 1. Financial Statements
COACH,
INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in
thousands, except share
data)
| December
30, 2006 |
July 1, 2006 |
|||||||||||
| (unaudited) | ||||||||||||
| ASSETS |
|
|
||||||||||
| Current Assets: |
|
|
||||||||||
| Cash and cash equivalents | $ | 265,335 |
|
$ | 143,388 |
|
||||||
| Short-term investments | 554,588 |
|
394,177 |
|
||||||||
| Trade accounts receivable, less allowances of $8,712 and $6,000, respectively | 125,099 |
|
84,361 |
|
||||||||
| Inventories | 249,577 |
|
233,494 |
|
||||||||
| Other current assets | 144,108 |
|
119,062 |
|
||||||||
| Total current assets | 1,338,707 |
|
974,482 |
|
||||||||
| Property and equipment, net | 329,324 |
|
298,531 |
|
||||||||
| Goodwill | 221,226 |
|
227,811 |
|
||||||||
| Indefinite life intangibles | 11,939 |
|
12,007 |
|
||||||||
| Other noncurrent assets | 99,703 |
|
113,689 |
|
||||||||
| Total assets | $ | 2,000,899 |
|
$ | 1,626,520 |
|
||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
||||||||||
| Current Liabilities: |
|
|
||||||||||
| Accounts payable | $ | 82,094 |
|
$ | 79,819 |
|
||||||
| Accrued liabilities | 328,019 |
|
261,835 |
|
||||||||
| Revolving credit facility | 14,309 |
|
— |
|
||||||||
| Current portion of long-term debt | 235 |
|
170 |
|
||||||||
| Total current liabilities | 424,657 |
|
341,824 |
|
||||||||
| Long-term debt | 2,865 |
|
3,100 |
|
||||||||
| Other liabilities | 90,479 |
|
92,862 |
|
||||||||
| Total liabilities | 518,001 |
|
437,786 |
|
||||||||
| Commitments and contingencies (Note 6) |
|
|
||||||||||
| Stockholders’ Equity: |
|
|
||||||||||
| Preferred stock: (authorized 25,000,000 shares; $0.01 par value) none issued | — |
|
— |
|
||||||||
| Common stock: (authorized 1,000,000,000 shares; $0.01 par value) issued and outstanding – 369,082,546 and 369,830,906 shares, respectively | 3,691 |
|
3,698 |
|
||||||||
| Additional paid-in-capital | 855,094 |
|
775,209 |
|
||||||||
| Retained earnings | 630,181 |
|
417,087 |
|
||||||||
| Accumulated other comprehensive loss | (6,068 |
)
|
(7,260 |
)
|
||||||||
| Total stockholders’ equity | 1,482,898 |
|
1,188,734 |
|
||||||||
| Total liabilities and stockholders’ equity | $ | 2,000,899 |
|
$ | 1,626,520 |
|
||||||
See accompanying Notes to Condensed Consolidated Financial Statements
1
COACH, INC.
CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
(amounts in thousands, except per share
data)
(unaudited)
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||
| December
30, 2006 |
December 31, 2005 |
December 30, 2006 |
December 31, 2005 |
|||||||||||||||||||||
| Net sales | $ | 836,387 |
|
$ | 650,336 |
|
$ | 1,390,238 |
|
$ | 1,099,287 |
|
||||||||||||
| Cost of sales | 191,911 |
|
145,660 |
|
321,082 |
|
253,250 |
|
||||||||||||||||
| Gross profit | 644,476 |
|
504,676 |
|
1,069,156 |
|
846,037 |
|
||||||||||||||||
| Selling, general and administrative expenses | 282,489 |
|
230,734 |
|
509,503 |
|
426,986 |
|
||||||||||||||||
| Operating income | 361,987 |
|
273,942 |
|
559,653 |
|
419,051 |
|
||||||||||||||||
| Interest income, net | 7,888 |
|
6,990 |
|
14,477 |
|
12,877 |
|
||||||||||||||||
| Income before provision for income taxes | 369,875 |
|
280,932 |
|
574,130 |
|
431,928 |
|
||||||||||||||||
| Provision for income taxes | 142,402 |
|
106,758 |
|
221,041 |
|
164,139 |
|
||||||||||||||||
| Net income | $ | 227,473 |
|
$ | 174,174 |
|
$ | 353,089 |
|
$ | 267,789 |
|
||||||||||||
| Net income per share |
|
|
|
|
||||||||||||||||||||
| Basic | $ | 0.62 |
|
$ | 0.46 |
|
$ | 0.96 |
|
$ | 0.70 |
|
||||||||||||
| Diluted | $ | 0.61 |
|
$ | 0.45 |
|
$ | 0.94 |
|
$ | 0.69 |
|
||||||||||||
| Shares used in computing net income per share |
|
|
|
|
||||||||||||||||||||
| Basic | 368,138 |
|
380,837 |
|
368,346 |
|
380,144 |
|
||||||||||||||||
| Diluted | 375,496 |
|
390,620 |
|
374,775 |
|
390,247 |
|
||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
2
COACH, INC.
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’ EQUITY
(amounts in
thousands)
| Total Stockholders’ Equity |
Preferred Stockholders’ Equity |
Common Stockholders’ Equity |
Additional Paid-in- Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Comprehensive Income (Loss) |
Shares of Common Stock |
|||||||||||||||||||||||||||||||||||||||||
| Balances at July 2, 2005 | $ | 1,055,920 |
|
$ | — |
|
$ | 3,784 |
|
$ | 566,262 |
|
$ | 484,971 |
|
$ | 903 |
|
|
378,430 |
|
|||||||||||||||||||||||||||
| Net income | 494,277 |
|
— |
|
— |
|
— |
|
494,277 |
|
— |
|
$ | 494,277 |
|
|
||||||||||||||||||||||||||||||||
| Shares
issued for stock options and employee benefit plans |
78,444 |
|
— |
|
105 |
|
78,339 |
|
— |
|
— |
|
|
10,456 |
|
|||||||||||||||||||||||||||||||||
| Share-based compensation | 69,190 |
|
— |
|
— |
|
69,190 |
|
— |
|
— |
|
|
|
||||||||||||||||||||||||||||||||||
| Excess tax benefit from share-based compensation | 99,337 |
|
— |
|
— |
|
99,337 |
|
— |
|
— |
|
|
|
||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (600,271 |
)
|
— |
|
(191 |
)
|
(37,919 |
)
|
(562,161 |
)
|
— |
|
|
(19,055 |
)
|
|||||||||||||||||||||||||||||||||
| Changes in derivatives balances, net of tax | (4,488 |
)
|
— |
|
— |
|
— |
|
— |
|
(4,488 |
)
|
(4,488 |
)
|
|
|||||||||||||||||||||||||||||||||
| Translation adjustments, net of tax | (3,780 |
)
|
— |
|
— |
|
— |
|
— |
|
(3,780 |
)
|
(3,780 |
)
|
|
|||||||||||||||||||||||||||||||||
| Minimum pension liability, net of tax | 105 |
|
— |
|
— |
|
— |
|
— |
|
105 |
|
105 |
|
|
|||||||||||||||||||||||||||||||||
| Comprehensive income |
|
|
|
|
|
|
$ | 486,114 |
|
|
||||||||||||||||||||||||||||||||||||||
| Balances at July 1, 2006 | 1,188,734 |
|
— |
|
3,698 |
|
775,209 |
|
417,087 |
|
(7,260 |
)
|
|
369,831 |
|
|||||||||||||||||||||||||||||||||
| (Unaudited): |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
| Net income | 353,089 |
|
— |
|
— |
|
— |
|
353,089 |
|
— |
|
$ | 353,089 |
|
|
||||||||||||||||||||||||||||||||
| Shares
issued for stock options and employee benefit plans |
58,484 |
|
— |
|
43 |
|
58,441 |
|
— |
|
— |
|
|
4,254 |
|
|||||||||||||||||||||||||||||||||
| Share-based compensation | 26,086 |
|
— |
|
— |
|
26,086 |
|
— |
|
— |
|
|
|
||||||||||||||||||||||||||||||||||
| Excess tax benefit from share-based compensation | 21,970 |
|
— |
|
— |
|
21,970 |
|
— |
|
— |
|
|
|
||||||||||||||||||||||||||||||||||
| Adjustment to excess tax benefit from share- based compensation | (16,658 |
)
|
— |
|
— |
|
(16,658 |
)
|
— |
|
— |
|
|
|
||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (149,999 |
)
|
— |
|
(50 |
)
|
(9,954 |
)
|
(139,995 |
)
|
— |
|
|
(5,002 |
)
|
|||||||||||||||||||||||||||||||||
| Changes in derivatives balances, net of tax | 4,345 |
|
— |
|
— |
|
— |
|
— |
|
4,345 |
|
4,345 |
|
|
|||||||||||||||||||||||||||||||||
| Translation adjustments, net of tax | (3,153 |
)
|
— |
|
— |
|
— |
|
— |
|
(3,153 |
)
|
(3,153 |
)
|
|
|||||||||||||||||||||||||||||||||
| Comprehensive income |
|
|
|
|
|
|
$ | 354,281 |
|
|
||||||||||||||||||||||||||||||||||||||
| Balances at December 30, 2006 | $ | 1,482,898 |
|
$ | — |
|
$ | 3,691 |
|
$ | 855,094 |
|
$ | 630,181 |
|
$ | (6,068 |
)
|
|
369,083 |
|
|||||||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements
3
COACH, INC.
CONSOLIDATED STATEMENTS OF
CASH FLOWS
(amounts in
thousands)
(unaudited)
| Six Months Ended | ||||||||||||
| December
30, 2006 |
December 31, 2005 |
|||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
||||||||||
| Net income | $ | 353,089 |
|
$ | 267,789 |
|
||||||
| Adjustments to reconcile net income to net cash from operating activities: |
|
|
||||||||||
| Depreciation and amortization | 38,916 |
|
31,625 |
|
||||||||
| Share-based compensation | 26,086 |
|
30,080 |
|
||||||||
| Excess tax benefit from share-based compensation | (21,970 |
)
|
(57,284 |
)
|
||||||||
| Increase (decrease) in deferred tax assets | 9,173 |
|
(7,341 |
)
|
||||||||
| Decrease in deferred tax liabilities | (16,663 |
)
|
(583 |
)
|
||||||||
| Other noncash credits, net | (226 |
)
|
(6,685 |
)
|
||||||||
| Changes in operating assets and liabilities: |
|
|
||||||||||
| Increase in trade accounts receivable | (40,738 |
)
|
(57,646 |
)
|
||||||||
| Increase in inventories | (16,083 |
)
|
(20,623 |
)
|
||||||||
| Increase in other assets | (14,746 |
)
|
(11,619 |
)
|
||||||||
| Increase in other liabilities | 9,627 |
|
3,128 |
|
||||||||
| Increase in accounts payable | 2,275 |
|
22,747 |
|
||||||||
| Increase in accrued liabilities | 96,903 |
|
110,060 |
|
||||||||
| Net cash provided by operating activities | 425,643 |
|
303,648 |
|
||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
||||||||||
| Purchases of property and equipment | (73,808 |
)
|
(50,822 |
)
|
||||||||
| Proceeds from dispositions of property and equipment | 123 |
|
— |
|
||||||||
| Purchases of investments | (800,091 |
)
|
(453,662 |
)
|
||||||||
| Proceeds from maturities of investments | 639,214 |
|
215,500 |
|
||||||||
| Net cash used in investing activities | (234,562 |
)
|
(288,984 |
)
|
||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
||||||||||
| Repurchase of common stock | (149,999 |
)
|
(95,498 |
)
|
||||||||
| Repayment of long-term debt | (170 |
)
|
(150 |
)
|
||||||||
| Borrowings on revolving credit facility | 57,225 |
|
45,048 |
|
||||||||
| Repayments of revolving credit facility | (42,916 |
)
|
(44,103 |
)
|
||||||||
| Proceeds from exercise of stock options | 61,414 |
|
53,314 |
|
||||||||
| Excess tax benefit from share-based compensation | 21,970 |
|
57,284 |
|
||||||||
| Adjustment to excess tax benefit from share-based compensation | (16,658 |
)
|
— |
|
||||||||
| Net cash (used in) provided by financing activities | (69,134 |
)
|
15,895 |
|
||||||||
| Increase in cash and cash equivalents | 121,947 |
|
30,559 |
|
||||||||
| Cash and cash equivalents at beginning of period | 143,388 |
|
154,566 |
|
||||||||
| Cash and cash equivalents at end of period | $ | 265,335 |
|
$ | 185,125 |
|
||||||
| Cash paid for income taxes | $ | 184,622 |
|
$ | 85,508 |
|
||||||
| Cash paid for interest | $ | 572 |
|
$ | 94 |
|
||||||
| Noncash investing activity – property and equipment obligations incurred | $ | 15,951 |
|
$ | 6,087 |
|
||||||
See accompanying Notes to Condensed Consolidated Financial Statements
4
COACH, INC.
Notes to Condensed Consolidated Financial
Statements
(dollars and shares in thousands, except per
share data)
(unaudited)
1. Basis of Presentation and Organization
The accompanying unaudited condensed consolidated financial statements include the accounts of Coach, Inc. (‘‘Coach’’ or the ‘‘Company’’) and all 100% owned subsidiaries, including Coach Japan, Inc. (‘‘Coach Japan’’). These condensed consolidated financial statements have been prepared 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 have been condensed or omitted from this report as is permitted by SEC rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. This report should be read in conjunction with the audited consolidated financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended July 1, 2006 (‘‘fiscal 2006’’).
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the consolidated financial condition, results of operations and changes in cash flows of the Company for the interim periods presented. The results of operations for the quarter and six months ended December 30, 2006 are not necessarily indicative of results to be expected for the entire fiscal year, which will end on June 30, 2007 (‘‘fiscal 2007’’).
2. Share-Based Payment Plans
During the second quarters of fiscal 2007 and fiscal 2006, total compensation cost charged against income for share-based payment plans was $13,384 and $17,079, respectively and the total income tax benefit recognized in the income statement from these plans was $5,326 and $6,839, respectively. During the first six months of fiscal 2007 and fiscal 2006, total compensation cost charged against income for share-based payment plans was $26,086 and $30,080, respectively and the total income tax benefit recognized in the income statement from these plans was $10,280 and $12,045, respectively.
Coach maintains the 2000 Stock Incentive Plan, the 2000 Non-Employee Director Stock Plan and the 2004 Stock Incentive Plan to award stock options and shares to certain members of Coach management and the outside members of its Board of Directors. These plans were approved by Coach’s stockholders. The exercise price of each stock option equals 100% of the market price of Coach’s stock on the date of grant and generally has a maximum term of 10 years. Options generally vest ratably over three years. Share awards are subject to forfeiture until the vesting period, which is generally three years, is complete.
For options granted under Coach’s stock option plans prior to July 1, 2003, an active employee can receive a replacement stock option equal to the number of shares surrendered upon a stock-for-stock exercise. The exercise price of the replacement option is 100% of the market value at the date of exercise of the original option and will remain exercisable for the remaining term of the original option. Replacement stock options generally vest six months from the grant date.
5
COACH, INC.
Notes to Condensed Consolidated Financial
Statements - (Continued)
(dollars and shares in thousands, except per
share data)
(unaudited)
Stock Options
A summary of option activity under the Coach option plans as of December 30, 2006 and changes during the period then ended is as follows:
| Number
of Outstanding Options |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value |
|||||||||||||||||||||
| Outstanding at July 1, 2006 | 30,817 |
|
$ | 23.48 |
|
|
|
|||||||||||||||||
| Granted | 6,491 |
|
30.83 |
|
|
|
||||||||||||||||||
| Exercised | (4,414 |
)
|
16.71 |
|
|
|
||||||||||||||||||
| Forfeited or expired | (617 |
)
|
30.21 |
|
|
|
||||||||||||||||||
| Outstanding at December 30, 2006 | 32,277 |
|
$ | 25.75 |
|
7.13 |
|
$ | 555,517 |
|
||||||||||||||
| Exercisable at December 30, 2006 | 15,382 |
|
$ | 23.02 |
|
5.63 |
|
$ | 306,753 |
|
||||||||||||||
The following table summarizes information about stock options under the Coach option plans at December 30, 2006:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||
| Range
of Exercise Prices |
Number Outstanding at December 30, 2006 |
Weighted- Average Remaining Contractual Term (in years) |
Weighted- Average Exercise Price |
Number Exercisable at December 30, 2006 |
Weighted- Average Exercise Price |
|||||||||||||||||||||||||
| $2.00-5.00 | 939 |
|
4.35 |
|
$ | 3.96 |
|
939 |
|
$ | 3.96 |
|
||||||||||||||||||
| $5.01-10.00 | 1,588 |
|
5.27 |
|
6.64 |
|
1,588 |
|
6.64 |
|
||||||||||||||||||||
| $10.01-20.00 | 8,899 |
|
7.00 |
|
15.73 |
|
4,927 |
|
15.64 |
|
||||||||||||||||||||
| $20.01-30.00 | 7,715 |
|
8.46 |
|
29.19 |
|
1,743 |
|
27.85 |
|
||||||||||||||||||||
| $30.01-40.00 | 12,913 |
|
6.87 |
|
34.24 |
|
6,185 |
|
34.63 |
|
||||||||||||||||||||
| $40.01-44.00 | 223 |
|
6.52 |
|
42.51 |
|
— |
|
— |
|
||||||||||||||||||||
| 32,277 |
|
7.13 |
|
$ | 25.75 |
|
15,382 |
|
$ | 23.02 |
|
|||||||||||||||||||
The fair value of each Coach option grant is estimated on the date of grant using the Black-Scholes option pricing model and the following weighted-average assumptions:
| Six Months Ended | ||||||||||||
| December
30, 2006 |
December 31, 2005 |
|||||||||||
| Expected lives (years) | 2.41 |
|
2.83 |
|
||||||||
| Expected volatility | 29.98 |
%
|
35.18 |
%
|
||||||||
| Risk-free interest rate | 4.92 |
%
|
4.20 |
%
|
||||||||
| Dividend yield | 0.0 |
%
|
0.0 |
%
|
||||||||
The expected term of options represents the period of time that the options granted are expected to be outstanding and is based on historical experience. Expected volatility is based on historical volatility of the Company’s stock as well as the implied volatility from publicly traded options on Coach’s stock. The risk free interest rate is based on the zero-coupon U.S. Treasury issue as of the date of the grant. As Coach does not pay dividends, the dividend yield is 0%.
6
COACH, INC.
Notes to Condensed Consolidated Financial
Statements - (Continued)
(dollars and shares in thousands, except per
share data)
(unaudited)
The weighted-average grant-date fair value of individual options granted during the first six months of fiscal 2007 and fiscal 2006 were $7.04 and $8.92, respectively. The total intrinsic value of options exercised during the first six months of fiscal 2007 and fiscal 2006 were $86,327 and $162,549, respectively. The total cash received from these option exercises was $61,414 and $53,314, respectively, and the actual tax benefit realized for the tax deductions from these option exercises was $30,619 and $64,572, respectively.
At December 30, 2006, $94,563 of total unrecognized compensation cost related to non-vested stock option awards is expected to be recognized over a weighted-average period of 1.7 years.
Share Awards
The grant-date fair value of each Coach share award is equal to the fair value of Coach stock at the grant date. The following table summarizes information about non-vested shares as of and for the period ended December 30, 2006:
| Number
of Non-vested Shares |
Weighted-Average Grant-Date Fair Value |
|||||||||||
| Non-vested at July 1, 2006 | 1,329 |
|
$ | 22.06 |
|
|||||||
| Granted | 265 |
|
31.04 |
|
||||||||
| Vested | (145 |
)
|
12.89 |
|
||||||||
| Forfeited | (12 |
)
|
29.17 |
|
||||||||
| Non-vested at December 30, 2006 | 1,437 |
|
$ | 24.74 |
|
|||||||
The total fair value of shares vested during the first six months of fiscal 2007 and fiscal 2006 were $4,386 and $12,622, respectively. At December 30, 2006, $18,385 of total unrecognized compensation cost related to non-vested share awards is expected to be recognized over a weighted-average period of 1.5 years.
The Company recorded an adjustment in the first quarter of fiscal 2007 to reduce additional paid-in-capital by $16,658, with a corresponding increase to current liabilities, due to an excess tax benefit from share-based compensation overstatement in the fourth quarter of fiscal 2006. This immaterial adjustment is reflected within the cash flows from financing activities of the Consolidated Statement of Cash Flows.
7
COACH, INC.
Notes to Condensed Consolidated Financial
Statements - (Continued)
(dollars and shares in thousands, except per
share data)
(unaudited)
3. Investments
The Company’s investments consist of U.S. government and agency debt securities as well as municipal government and corporate debt securities. As the Company has both the ability and the intent to hold these securities until maturity, all investments are classified as held to maturity and stated at amortized cost. The following table shows the amortized cost, fair value, and unrealized losses of the Company’s investments at December 30, 2006 and July 1, 2006:
| December 30, 2006 | July 1, 2006 | |||||||||||||||||||||||||||||||||||
| Amortized Cost |
Fair Value |
Unrealized (Loss) |
Amortized Cost |
Fair Value |
Unrealized (Loss) |
|||||||||||||||||||||||||||||||
| Short-term investments: |
|
|
|
|
|
|
||||||||||||||||||||||||||||||
| U.S. government and agency securities | $ | 69,199 |
|
$ | 69,199 |
|
$ | — |
|
$ | 49,986 |
|
$ | 49,641 |
|
$ | (345 |
)
|
||||||||||||||||||
| Corporate debt securities | 197,814 |
|
197,735 |
|
(79 |
)
|
198,191 |
|
197,529 |
|
(662 |
)
|
||||||||||||||||||||||||
| Municipal securities | 287,575 |
|
287,575 |
|
— |
|
146,000 |
|
146,000 |
|
— |
|
||||||||||||||||||||||||
| Short-term investments | $ | 554,588 |
|
$ | 554,509 |
|
$ | (79 |
)
|
$ | 394,177 |
|
$ | 393,170 |
|
$ | (1,007 |
)
|
||||||||||||||||||
Securities with maturity dates within one year are classified as short-term investments. Securities with maturity dates greater than one year are classified as long-term investments. Actual maturities could differ from contractual maturities, as some borrowers have the right to call certain obligations.
4. Debt
Coach’s revolving credit facility (the ‘‘Bank of America facility’’) is available for seasonal working capital requirements or general corporate purposes and may be prepaid without penalty or premium. During the first six months of fiscal 2007 and fiscal 2006, there were no borrowings under the Bank of America facility. As of December 30, 2006 and July 1, 2006, there were no outstanding borrowings under the Bank of America facility.
Coach pays a commitment fee of 10 to 25 basis points based on any unused amounts of the Bank of America facility. Coach also pays interest of LIBOR plus 45 to 100 basis points on any outstanding borrowings. Both the commitment fee and the LIBOR margin are based on the Company’s fixed charge coverage ratio. At December 30, 2006, the commitment fee was 10 basis points and the LIBOR margin was 45 basis points.
The Bank of America facility contains various covenants and customary events of default. The Company has been in compliance with all covenants since the inception of the Bank of America facility.
Coach Japan has available credit facilities with several Japanese financial institutions. These facilities contain various covenants and customary events of default. Coach Japan has been in compliance with all covenants since the inception of the facilities. Coach, Inc. is not a guarantor on any of these facilities.
During the first six months of fiscal 2007 and fiscal 2006, the peak borrowings under the Japanese credit facilities were $25,518 and $21,568, respectively. As of December 30, 2006 and July 1, 2006, the outstanding borrowings under the Japanese facilities were $14,309 and $0, respectively.
8
COACH, INC.
Notes to Condensed Consolidated Financial
Statements - (Continued)
(dollars and shares in thousands, except per
share data)
(unaudited)
5. Goodwill and Other Intangible Assets
The changes in the carrying value of goodwill for the period ended December 30, 2006, by operating segment, are as follows:
| Direct-to- Consumer |
Indirect | Total | ||||||||||||||||
| Balance at July 1, 2006 | $ | 226,295 |
|
$ | 1,516 |
|
$ | 227,811 |
|
|||||||||
| Foreign exchange impact | (6,585 |
)
|
— |
|
(6,585 |
)
|
||||||||||||
| Balance at December 30, 2006 | $ | 219,710 |
|
$ | 1,516 |
|
$ | 221,226 |
|
|||||||||
The total carrying amount of intangible assets not subject to amortization is as follows:
| December
30, 2006 |
July
1, 2006 |
|||||||||||
| Trademarks | $ | 9,788 |
|
$ | 9,788 |
|
||||||
| Workforce | 2,151 |
|
2,219 |
|
||||||||
| Total Indefinite Life Intangible Assets | $ | 11,939 |
|
$ | 12,007 |
|
||||||
6. Commitments and Contingencies
At December 30, 2006, the Company had letters of credit outstanding totaling $92,672. Of this amount, $14,941 relates to the letter of credit obtained in connection with leases transferred to the Company by the Sara Lee Corporation, for which Sara Lee retains contingent liability. The remaining letters of credit were issued primarily for purchases of inventory.
Coach is a party to several pending legal proceedings and claims. Although the outcome of such items cannot be determined with certainty, Coach’s general counsel and management are of the opinion that the final outcome should not have a material effect on Coach’s financial position, results of operations or cash flows.
7. Derivative Instruments and Hedging Activities
Coach is exposed to market risk from foreign currency exchange rate fluctuations with respect to Coach Japan as a result of its U.S. dollar denominated inventory purchases. Coach Japan enters into certain foreign currency derivative contracts, primarily foreign exchange forward contracts, to manage these risks. These transactions are in accordance with Company risk management policies. Coach does not enter into derivative transactions for speculative or trading purposes.
Coach is also exposed to market risk from foreign currency exchange rate fluctuations with respect to Coach Japan as a result of its $231,000 U.S. dollar denominated fixed rate intercompany loan from Coach. To manage this risk, on July 1, 2005, Coach Japan entered into a cross currency swap transaction, the terms of which include an exchange of a U.S. dollar fixed interest rate for a yen fixed interest rate. The loan matures in 2010, at which point the swap requires an exchange of yen and U.S. dollar based principals.
The fair value of open foreign currency derivatives included in current assets at December 30, 2006 and July 1, 2006 was $15,626 and $2,578, respectively. For the six months ended December 30, 2006, changes in the fair value of contracts designated and effective as cash flow hedges resulted in an increase to equity as a benefit to other comprehensive income of $4,345, net of taxes. For the six months ended December 31, 2005, changes in the fair value of contracts designated and effective as cash flow hedges resulted in a decrease to equity as a charge to other comprehensive income of $1,811, net of taxes.
9
COACH, INC.
Notes to Condensed Consolidated Financial
Statements - (Continued)
(dollars and shares in thousands, except per
share data)
(unaudited)
8. Retirement Plans
The components of net periodic pension cost for the Coach sponsored benefit plans are:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||
| December
30, 2006 |
December 31, 2005 |
December
30, 2006 |
December
31, 2005 |
|||||||||||||||||||||
| Service cost | $ | 183 |
|
$ | 3 |
|
$ | 366 |
|
$ | 6 |
|
||||||||||||
| Interest cost | 88 |
|
81 |
|
176 |
|
163 |
|
||||||||||||||||
| Expected return on plan assets | (77 |
)
|
(63 |
)
|
(154 |
)
|
(127 |
)
|
||||||||||||||||
| Recognized actuarial loss | 55 |
|
57 |
|
109 |
|
114 |
|
||||||||||||||||
| Net periodic pension cost | $ | 249 |
|
$ | 78 |
|
$ | 497 |
|
$ | 156 |
|
||||||||||||
9. Segment Information
The Company operates its business in two reportable segments: Direct-to-Consumer and Indirect. The Company’s reportable segments represent channels of distribution that offer similar merchandise, service and marketing strategies. Sales of Coach products through Company operated stores in North America and Japan, the Internet and the Coach catalog constitute the Direct-to-Consumer segment. The Indirect segment includes sales of Coach products to other retailers and royalties earned on licensed product. In deciding how to allocate resources and assess performance, Coach’s executive officers regularly evaluate the sales and operating income of these segments. Operating income is the gross margin of the segment less direct expenses of the segment. Unallocated corporate expenses include production variances, general marketing, administration and information systems expenses, as well as distribution and customer service expenses.
| Quarter Ended December 30, 2006 | Direct-to- Consumer |
Indirect | Corporate Unallocated |
Total | ||||||||||||||||||||
| Net sales | $ | 675,355 |
|
$ | 161,032 |
|
$ | — |
|
$ | 836,387 |
|
||||||||||||
| Operating income (loss) | 337,122 |
|
102,866 |
|
(78,001 |
)
|
361,987 |
|
||||||||||||||||
| Income (loss) before provision for income taxes | 337,122 |
|
102,866 |
|
(70,113 |
)
|
369,875 |
|
||||||||||||||||
| Depreciation and amortization expense | 14,009 |
|
1,715 |
|
4,360 |
|
20,084 |
|
||||||||||||||||
| Total assets | 811,689 |
|
109,302 |
|
1,079,908 |
|
2,000,899 |
|
||||||||||||||||
| Additions to long-lived assets | 16,944 |
|
6,418 |
|
10,082 |
|
33,444 |
|
||||||||||||||||
| Quarter Ended December 31, 2005 | Direct-to- Consumer |
Indirect | Corporate Unallocated |
Total | ||||||||||||||||||||
| Net sales | $ | 503,807 |
|
$ | 146,529 |
|
$ | — |
|
$ | 650,336 |
|
||||||||||||
| Operating income (loss) | 245,275 |
|
94,070 |
|
(65,403 |
)
|
273,942 |
|
||||||||||||||||
| Income (loss) before provision for income taxes | 245,275 |
|
94,070 |
|
(58,413 |
)
|
280,932 |
|
||||||||||||||||
| Depreciation and amortization expense | 10,790 |
|
1,524 |
|
5,322 |
|
17,636 |
|
||||||||||||||||
| Total assets | 702,074 |
|
103,194 |
|
953,895 |
|
1,759,163 |
|
||||||||||||||||
| Additions to long-lived assets | 25,774 |
|
4,117 |
|
5,133 |
|
35,024 |
|
||||||||||||||||
10
COACH, INC.
Notes to Condensed Consolidated Financial
Statements - (Continued)
(dollars and shares in thousands, except per
share data)
(unaudited)
| Six Months Ended December 30, 2006 | Direct-to- Consumer |
Indirect | Corporate Unallocated |
Total | ||||||||||||||||||||
| Net sales | $ | 1,079,575 |
|
$ | 310,663 |
|
$ | — |
|
$ | 1,390,238 |
|
||||||||||||
| Operating income (loss) | 503,541 |
|
197,187 |
|
(141,075 |
)
|
559,653 |
|
||||||||||||||||
| Income (loss) before provision for income taxes | 503,541 |
|
197,187 |
|
(126,598 |
)
|
574,130 |
|
||||||||||||||||
| Depreciation and amortization expense | 26,900 |
|
3,340 |
|
8,676 |
|
38,916 |
|
||||||||||||||||
| Total assets | 811,689 |
|
109,302 |
|
1,079,908 |
|
2,000,899 |
|
||||||||||||||||
| Additions to long-lived assets | 40,927 |
|
7,895 |
|
20,890 |
|
69,712 |
|
||||||||||||||||
| Six Months Ended December 31, 2005 | Direct-to- Consumer |
Indirect | Corporate Unallocated |
Total | ||||||||||||||||||||
| Net sales | $ | 818,352 |
|
$ | 280,935 |
|
$ | — |
|
$ | 1,099,287 |
|
||||||||||||
| Operating income (loss) | 368,850 |
|
177,492 |
|
(127,291 |
)
|
419,051 |
|
||||||||||||||||
| Income (loss) before provision for income taxes | 368,850 |
|
177,492 |
|
(114,414 |
)
|
431,928 |
|
||||||||||||||||
| Depreciation and amortization expense | 20,933 |
|
2,767 |
|
7,925 |
|
31,625 |
|
||||||||||||||||
| Total assets | 702,074 |
|
103,194 |
|
953,895 |
|
1,759,163 |
|
||||||||||||||||
| Additions to long-lived assets | 41,486 |
|
5,728 |
|
9,695 |
|
56,909 |
|
||||||||||||||||
The following is a summary of the common costs not allocated in the determination of segment performance:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||
| December
30, 2006 |
December 31, 2005 |
December
30, 2006 |
December
31, 2005 |
|||||||||||||||||||||
| Production variances | $ | 2,908 |
|
$ | 2,654 |
|
$ | 5,822 |
|
$ | 4,047 |
|
||||||||||||
| Advertising, marketing and design | (28,325 |
)
|
(25,030 |
)
|
(54,021 |
)
|
(44,968 |
)
|
||||||||||||||||
| Administration and information systems | (37,559 |
)
|
(31,615 |
)
|
(66,492 |
)
|
(65,691 |
)
|
||||||||||||||||
| Distribution and customer service | (15,025 |
)
|
(11,412 |
)
|
(26,384 |
)
|
(20,679 |
)
|
||||||||||||||||
| Total corporate unallocated | $ | (78,001 |
)
|
$ | (65,403 |
)
|
$ | (141,075 |
)
|
$ | ||||||||||||||