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These terms and conditions govern your use of the website alphaminr.com and its related services.
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Delaware
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13-1166910
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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200 Madison Avenue, New York, New York
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10016
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(Address of principal executive offices)
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(Zip Code)
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Consolidated Balance Sheets as of May 1, 2011, January 30, 2011 and May 2, 2010
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1
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Consolidated Statements of Operations for the Thirteen Weeks Ended May 1, 2011 and May 2, 2010
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2
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Consolidated Statements of Cash Flows for the Thirteen Weeks Ended May 1, 2011 and
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May 2, 2010
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3
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Notes to Consolidated Financial Statements
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4-21
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Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
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22-29
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Item 3 - Quantitative and Qualitative Disclosures About Market Risk
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30
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Item 4 - Controls and Procedures
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30
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PART II -- OTHER INFORMATION
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Item 1A - Risk Factors
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31
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Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
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31
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Item 6 - Exhibits
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32-34
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Signatures
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35
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking statements in this Quarterly Report on Form 10-Q including, without limitation, statements relating to our future revenue and cash flows, plans, strategies, objectives, expectations and intentions, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be anticipated, including, without limitation, the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) in connection with the acquisition of Tommy Hilfiger B.V. and certain affiliated companies (collectively, “Tommy Hilfiger”), we borrowed significant amounts, may be considered to be highly leveraged, and will have to use a significant portion of our cash flows to service such indebtedness, as a result of which we might not have sufficient funds to operate our businesses in the manner we intend or have operated in the past; (iii) the levels of sales of our apparel, footwear and related products, both to our wholesale customers and in our retail stores, the levels of sales of our licensees at wholesale and retail, and the extent of discounts and promotional pricing in which we and our licensees and other business partners are required to engage, all of which can be affected by weather conditions, changes in the economy, fuel prices, reductions in travel, fashion trends, consolidations, repositionings and bankruptcies in the retail industries, repositionings of brands by our licensors and other factors; (iv) our plans and results of operations will be affected by our ability to manage our growth and inventory, including our ability to continue to develop and grow our Calvin Klein businesses in terms of revenue and profitability, and our ability to realize benefits from Tommy Hilfiger; (v) our operations and results could be affected by quota restrictions and the imposition of safeguard controls (which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and technical expertise needed), the availability and cost of raw materials, our ability to adjust timely to changes in trade regulations and the migration and development of manufacturers (which can affect where our products can best be produced), changes in available factory and shipping capacity, wage and shipping cost calculation, and civil conflict, war or terrorist acts, the threat of any of the foregoing, or political and labor instability in any of the countries where our or our licensees’ or other business partners’ products are sold, produced or are planned to be sold or produced; (vi) disease epidemics and health related concerns, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas, as well as reduced consumer traffic and purchasing, as consumers limit or cease shopping in order to avoid exposure or become ill; (vii) acquisitions and issues arising with acquisitions and proposed transactions, including without limitation, the ability to integrate an acquired entity, such as Tommy Hilfiger, into us with no substantial adverse affect on the acquired entity’s or our existing operations, employee relationships, vendor relationships, customer relationships or financial performance; (viii) the failure of our licensees to market successfully licensed products or to preserve the value of our brands, or their misuse of our brands; and (ix) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.
We do not undertake any obligation to update publicly any forward-looking statement, including, without limitation, any estimate regarding revenue or cash flows, whether as a result of the receipt of new information, future events or otherwise.
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May 1,
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January 30,
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May 2,
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||||||||||
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2011
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2011
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2010
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||||||||||
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UNAUDITED
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AUDITED
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UNAUDITED
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||||||||||
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ASSETS
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Current Assets:
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||||||||||||
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Cash and cash equivalents
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$ | 294,958 | $ | 498,718 | $ | 791,595 | ||||||
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Trade receivables, net of allowances for doubtful accounts of $13,484, $11,105 and $6,638
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502,416 | 433,900 | 233,473 | |||||||||
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Other receivables
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9,769 | 13,261 | 8,023 | |||||||||
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Inventories, net
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685,035 | 692,306 | 284,840 | |||||||||
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Prepaid expenses
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72,901 | 80,974 | 45,126 | |||||||||
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Other, including deferred taxes of $62,310, $61,793 and $5,621
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93,265 | 91,054 | 13,330 | |||||||||
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Total Current Assets
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1,658,344 | 1,810,213 | 1,376,387 | |||||||||
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Property, Plant and Equipment, net
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418,224 | 404,577 | 161,452 | |||||||||
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Goodwill
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1,929,797 | 1,820,487 | 428,191 | |||||||||
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Tradenames
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2,431,489 | 2,342,467 | 621,135 | |||||||||
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Perpetual License Rights
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86,000 | 86,000 | 86,000 | |||||||||
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Other Intangibles, net
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180,784 | 172,562 | 31,258 | |||||||||
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Other Assets
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129,414 | 115,766 | 25,594 | |||||||||
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Total Assets
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$ | 6,834,052 | $ | 6,752,072 | $ | 2,730,017 | ||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current Liabilities:
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Accounts payable
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$ | 262,225 | $ | 316,920 | $ | 99,971 | ||||||
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Accrued expenses
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507,928 | 539,670 | 262,375 | |||||||||
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Deferred revenue
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27,812 | 51,235 | 35,122 | |||||||||
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Short-term borrowings
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12,277 | 4,868 | - | |||||||||
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Current portion of long-term debt
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46,298 | - | - | |||||||||
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Total Current Liabilities
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856,540 | 912,693 | 397,468 | |||||||||
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Long-Term Debt
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2,208,191 | 2,364,002 | 399,588 | |||||||||
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Other Liabilities, including deferred taxes of $547,092, $511,878 and $176,800
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1,098,332 | 1,032,833 | 419,713 | |||||||||
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Stockholders’ Equity:
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Preferred stock, par value $100 per share; 150,000 total shares authorized
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- | - | - | |||||||||
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Series A convertible preferred stock, par value $100 per share; 8,000 total shares authorized, issued and outstanding (with total liquidation preference of $200,000) as of May 1, 2011 and January 30, 2011
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188,595 | 188,595 | - | |||||||||
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Common stock, par value $1 per share; 240,000,000 shares authorized; 67,552,626; 67,234,567 and 57,953,219 shares issued
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67,553 | 67,235 | 57,953 | |||||||||
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Additional paid in capital - common stock
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1,321,840 | 1,301,647 | 771,548 | |||||||||
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Retained earnings
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892,325 | 840,072 | 764,495 | |||||||||
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Accumulated other comprehensive income (loss)
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213,480 | 55,744 | (79,870 | ) | ||||||||
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Less: 200,987; 168,893 and 14,075 shares of common stock held in treasury, at cost
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(12,804 | ) | (10,749 | ) | (878 | ) | ||||||
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Total Stockholders’ Equity
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2,670,989 | 2,442,544 | 1,513,248 | |||||||||
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Total Liabilities and Stockholders’ Equity
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$ | 6,834,052 | $ | 6,752,072 | $ | 2,730,017 | ||||||
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Thirteen Weeks Ended
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May 1,
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May 2,
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|||||||
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2011
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2010
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|||||||
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Net sales
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$ | 1,256,986 | $ | 530,688 | ||||
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Royalty revenue
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82,882 | 64,859 | ||||||
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Advertising and other revenue
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29,316 | 23,497 | ||||||
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Total revenue
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1,369,184 | 619,044 | ||||||
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Cost of goods sold
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640,605 | 302,011 | ||||||
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Gross profit
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728,579 | 317,033 | ||||||
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Selling, general and administrative expenses
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591,902 | 287,200 | ||||||
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Debt modification costs
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16,233 | - | ||||||
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Other loss
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- | 52,390 | ||||||
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Income (loss) before interest and taxes
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120,444 | (22,557 | ) | |||||
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Interest expense
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33,444 | 8,382 | ||||||
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Interest income
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374 | 107 | ||||||
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Income (loss) before taxes
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87,374 | (30,832 | ) | |||||
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Income tax expense (benefit)
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29,707 | (3,219 | ) | |||||
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Net income (loss)
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$ | 57,667 | $ | (27,613 | ) | |||
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Basic net income (loss) per common share
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$ | 0.81 | $ | (0.53 | ) | |||
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Diluted net income (loss) per common share
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$ | 0.79 | $ | (0.53 | ) | |||
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Dividends declared per common share
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$ | 0.075 | $ | 0.075 | ||||
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Thirteen Weeks Ended
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May 1,
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May 2,
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|||||||
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2011
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2010
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|||||||
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OPERATING ACTIVITIES
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Net income (loss)
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$ | 57,667 | $ | (27,613 | ) | |||
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Adjustments to reconcile to net cash used by operating activities:
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Unrealized losses on derivative instruments related to the acquisition of Tommy Hilfiger
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- | 52,390 | ||||||
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Depreciation and amortization
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34,481 | 12,066 | ||||||
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Deferred taxes
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1,520 | (8,808 | ) | |||||
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Stock-based compensation expense
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9,723 | 4,090 | ||||||
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Debt modification costs
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16,233 | - | ||||||
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Changes in operating assets and liabilities:
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Trade receivables, net
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(54,135 | ) | (44,629 | ) | ||||
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Inventories, net
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22,634 | (21,052 | ) | |||||
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Accounts payable, accrued expenses and deferred revenue
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(129,635 | ) | (14,931 | ) | ||||
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Prepaid expenses
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4,259 | (4,088 | ) | |||||
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Other, net
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25,230 | 11,969 | ||||||
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Net cash used by operating activities
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(12,023 | ) | (40,606 | ) | ||||
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INVESTING ACTIVITIES
(1)
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||||||||
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Investment in joint venture
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(10,350 | ) | - | |||||
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Purchase of property, plant and equipment
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(34,467 | ) | (4,822 | ) | ||||
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Contingent purchase price payments
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(12,970 | ) | (11,245 | ) | ||||
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Net cash used by investing activities
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(57,787 | ) | (16,067 | ) | ||||
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FINANCING ACTIVITIES
(1)
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||||||||
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Net proceeds from common stock offering
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- | 364,860 | ||||||
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Proceeds from revolving credit facilities
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60,000 | - | ||||||
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Payments on revolving credit facilities
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(60,000 | ) | - | |||||
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Net proceeds from short-term borrowings
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7,409 | - | ||||||
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Repayment of credit facilities
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(149,275 | ) | - | |||||
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Payment of debt modification costs
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(10,634 | ) | - | |||||
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Net proceeds from settlement of awards under stock plans
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8,407 | 5,357 | ||||||
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Excess tax benefits from awards under stock plans
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2,440 | 2,932 | ||||||
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Cash dividends
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(5,414 | ) | (4,174 | ) | ||||
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Acquisition of treasury shares
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(2,055 | ) | (1,570 | ) | ||||
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Net cash (used) provided by financing activities
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(149,122 | ) | 367,405 | |||||
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Effect of exchange rate changes on cash and cash equivalents
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15,172 | (19 | ) | |||||
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(Decrease) increase in cash and cash equivalents
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(203,760 | ) | 310,713 | |||||
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Cash and cash equivalents at beginning of period
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498,718 | 480,882 | ||||||
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Cash and cash equivalents at end of period
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$ | 294,958 | $ | 791,595 | ||||
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Pro Forma Thirteen Weeks
Ended 5/2/10
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||||
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Total revenue
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$ | 1,256,156 | ||
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Net income
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60,045 | |||
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As Originally Reported in
Form 10-K
|
Measurement Period
Adjustments
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As Retrospectively
Adjusted
|
||||||||||
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Trade Receivables
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$ | 120,477 | $ | - | $ | 120,477 | ||||||
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Inventories
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288,891 | - | 288,891 | |||||||||
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Prepaid Expenses
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24,029 | (383 | ) | 23,646 | ||||||||
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Other Current Assets
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81,307 | 45 | 81,352 | |||||||||
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Property, Plant and Equipment
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238,026 | - | 238,026 | |||||||||
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Goodwill
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1,255,862 | 15,967 | 1,271,829 | |||||||||
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Tradenames
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1,635,417 | - | 1,635,417 | |||||||||
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Other Intangibles
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172,069 | - | 172,069 | |||||||||
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Other Assets
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117,880 | (7,175 | ) | 110,705 | ||||||||
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Accounts Payable
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91,436 | - | 91,436 | |||||||||
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Accrued Expenses
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205,631 | 4,242 | 209,873 | |||||||||
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Other Liabilities
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675,508 | 4,212 | 679,720 | |||||||||
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Heritage
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Brand
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Heritage
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Tommy
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Wholesale
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Brand
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Hilfiger
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Tommy
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Dress
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Wholesale
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Calvin Klein
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North
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Hilfiger
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Furnishings
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Sportswear
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Licensing
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America
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International
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Total
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Balance as of January 30, 2011
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Goodwill, gross
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$ | 70,589 | $ | 84,553 | $ | 304,924 | $ | 198,501 | $ | 1,161,920 | $ | 1,820,487 | ||||||||||||
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Accumulated impairment losses
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- | - | - | - | - | - | ||||||||||||||||||
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Goodwill, net
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70,589 | 84,553 | 304,924 | 198,501 | 1,161,920 | 1,820,487 | ||||||||||||||||||
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Contingent purchase price payments to
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||||||||||||||||||||||||
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Mr. Calvin Klein
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- | - | 11,690 | - | - | 11,690 | ||||||||||||||||||
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Currency translation
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- | - | 388 | - | 97,232 | 97,620 | ||||||||||||||||||
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Balance as of May 1, 2011
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Goodwill, gross
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70,589 | 84,553 | 317,002 | 198,501 | 1,259,152 | 1,929,797 | ||||||||||||||||||
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Accumulated impairment losses
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- | - | - | - | - | - | ||||||||||||||||||
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Goodwill, net
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$ | 70,589 | $ | 84,553 | $ | 317,002 | $ | 198,501 | $ | 1,259,152 | $ | 1,929,797 | ||||||||||||
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Pension Plans
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CAP and SERP Plans
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Postretirement Plan
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Thirteen Weeks Ended
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Thirteen Weeks Ended
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Thirteen Weeks Ended
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5/1/11
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5/2/10
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5/1/11
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5/2/10
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5/1/11
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5/2/10
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Service cost, including plan
expenses
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$ | 3,593 | $ | 2,345 | $ | 25 | $ | 23 | $ | - | $ | - | ||||||||||||
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Interest cost
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4,721 | 4,385 | 453 | 233 | 255 | 339 | ||||||||||||||||||
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Amortization of net loss
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2,544 | 1,869 | - | - | 7 | 105 | ||||||||||||||||||
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Expected return on plan assets
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(5,547 | ) | (5,003 | ) | - | - | - | - | ||||||||||||||||
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Amortization of prior service credit
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(15 | ) | (16 | ) | - | - | (204 | ) | (204 | ) | ||||||||||||||
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Total
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$ | 5,296 | $ | 3,580 | $ | 478 | $ | 256 | $ | 58 | $ | 240 | ||||||||||||
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Thirteen Weeks Ended
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||||||||
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5/1/11
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5/2/10
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Net income (loss)
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$ | 57,667 | $ | (27,613 | ) | |||
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Foreign currency translation adjustments, net of tax expense (benefit) of $903 and $(312)
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171,329 | (513 | ) | |||||
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Change related to retirement and benefit plan costs, net of tax expense of $895 and $663
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1,437 | 1,091 | ||||||
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Unrealized losses on derivative financial instruments, net of tax benefit of $237 and $0
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(15,030 | ) | - | |||||
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Comprehensive income (loss)
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$ | 215,403 | $ | (27,035 | ) | |||
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5/1/11
|
5/2/10
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|||||||
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Senior secured term loan A facility due 2016
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$ | 768,721 | $ | - | ||||
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Senior secured term loan B facility due 2016
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786,162 | - | ||||||
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7 3/8% senior unsecured notes due 2020
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600,000 | - | ||||||
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7 3/4% debentures due 2023
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99,606 | 99,588 | ||||||
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7 1/4% senior unsecured notes due 2011
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- | 150,000 | ||||||
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8 1/8% senior unsecured notes due 2013
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- | 150,000 | ||||||
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Total
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$ | 2,254,489 | $ | 399,588 | ||||
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Less: Current portion of long-term debt
|
(46,298 | ) | - | |||||
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Long-term debt
|
$ | 2,208,191 | $ | 399,588 | ||||
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Term Loan
|
||||||||
| A | B | |||||||
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Amended and restated borrowings on March 2, 2011, based on the applicable exchange rate at that date
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$ | 759,804 | $ | 759,411 | ||||
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Percentage required to be repaid for the annual period ending May 6:
|
||||||||
|
2012
|
5 | % | 1 | % | ||||
|
2013
|
10 | % | 1 | % | ||||
|
2014
|
15 | % | 1 | % | ||||
|
2015
|
25 | % | 1 | % | ||||
|
2016
|
45 | % | 96 | % | ||||
|
Asset Derivatives (Classified in Other Current Assets)
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Liability Derivatives (Classified in Accrued Expenses)
|
|||||||||||||||
|
5/1/11
|
5/2/10
|
5/1/11
|
5/2/10
|
|||||||||||||
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Designated hedges
|
$ | 1,755 | $ | - | $ | 42,637 | $ | - | ||||||||
|
Undesignated hedges
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58 | - | - | - | ||||||||||||
| $ | 1,813 | $ | - | $ | 42,637 | $ | - | |||||||||
|
Loss Reclassified from
|
|||||||||
|
Amount of Loss Recognized
|
Accumulated Other Comprehensive
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Loss Recognized in
|
|||||||
|
in Other Comprehensive
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Income into Expense
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Income on Derivatives
|
|||||||
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Income on Derivatives
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(Effective Portion)
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(Ineffective Portion)
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|||||||
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(Effective Portion)
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Location
|
Amount
|
Location
|
Amount
|
|||||
|
5/1/11
|
5/2/10
|
5/1/11
|
5/2/10
|
5/1/11
|
5/2/10
|
||||
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Thirteen Weeks Ended
|
$ (24,866)
|
$ -
|
Cost of goods sold
|
$(9,599)
|
$ -
|
Selling, general and administrative expenses
|
$ -
|
$ -
|
|
|
Gain (Loss) Recognized in Income (Expense)
|
|||||||||
|
Location
|
Amount
|
||||||||
|
5/1/11
|
5/2/10
|
||||||||
|
Thirteen Weeks Ended
|
Selling general and administrative expenses
|
$ | 56 | $ | - | ||||
|
|
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
|
|
Level 2 – Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.
|
|
|
Level 3 – Unobservable inputs reflecting the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available.
|
|
Fair Value Measurement Using
|
Total Fair
|
|||||||||||||||
|
May 1, 2011
|
Level 1
|
Level 2
|
Level 3
|
Value
|
||||||||||||
|
Derivative instrument assets
|
N/A | $ | 1,813 | N/A | $ | 1,813 | ||||||||||
|
Derivative instrument liabilities
|
N/A | $ | 42,637 | N/A | $ | 42,637 | ||||||||||
|
May 2, 2010
|
||||||||||||||||
|
Derivative instrument liabilities
|
N/A | $ | 52,390 | N/A | $ | 52,390 | ||||||||||
|
5/1/11
|
5/2/10
|
|||||||||||||||
|
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
|
Amount
|
Value
|
Amount
|
Value
|
|||||||||||||
|
Cash and cash equivalents
|
$ | 294,958 | $ | 294,958 | $ | 791,595 | $ | 791,595 | ||||||||
|
Short-term borrowings
|
12,277 | 12,277 | - | - | ||||||||||||
|
Long-term debt (including portion classified as current)
|
2,254,489 | 2,313,926 | 399,588 | 401,500 | ||||||||||||
|
Thirteen Weeks Ended
|
||||||||
|
5/1/11
|
5/2/10
|
|||||||
|
Weighted average risk-free interest rate
|
2.65 | % | 3.01 | % | ||||
|
Weighted average expected option term (in years)
|
6.25 | 6.25 | ||||||
|
Weighted average expected volatility
|
44.34 | % | 41.75 | % | ||||
|
Expected annual dividends per share
|
$ | 0.15 | $ | 0.15 | ||||
|
Weighted average estimated fair value per option
|
$ | 29.77 | $ | 26.64 | ||||
|
Weighted Average
|
||||||||
|
Options
|
Price Per Option
|
|||||||
|
Outstanding at January 30, 2011
|
2,853 | $ | 33.41 | |||||
|
Granted
|
182 | 65.02 | ||||||
|
Exercised
|
256 | 33.82 | ||||||
|
Cancelled
|
- | - | ||||||
|
Outstanding at May 1, 2011
|
2,779 | $ | 35.44 | |||||
|
Exercisable at May 1, 2011
|
1,900 | $ | 32.68 | |||||
|
Weighted Average
|
||||||||
|
Grant Date
|
||||||||
|
RSUs
|
Fair Value
|
|||||||
|
Non-vested at January 30, 2011
|
814 | $ | 40.24 | |||||
|
Granted
|
210 | 68.85 | ||||||
|
Vested
|
81 | 45.52 | ||||||
|
Cancelled
|
4 | 48.17 | ||||||
|
Non-vested at May 1, 2011
|
939 | $ | 46.15 | |||||
|
Weighted Average
|
||||||||
|
Restricted
|
Grant Date
|
|||||||
|
Stock
|
Fair Value
|
|||||||
|
Non-vested at January 30, 2011
|
350 | $ | 60.41 | |||||
|
Granted
|
- | - | ||||||
|
Vested
|
12 | 60.41 | ||||||
|
Non-vested at May 1, 2011
|
338 | $ | 60.41 | |||||
|
Weighted Average
|
||||||||
|
Performance
|
Grant Date
|
|||||||
|
Shares
|
Fair Value
|
|||||||
|
Non-vested at January 30, 2011
|
611 | $ | 52.69 | |||||
|
Granted
|
85 | 71.26 | ||||||
|
Vested
|
- | - | ||||||
|
Cancelled
|
- | - | ||||||
|
Non-vested at May 1, 2011
|
696 | $ | 54.96 | |||||
|
Total
|
Incurred
|
|||||||||||
|
Expected
|
During the
|
Cumulative
|
||||||||||
|
to be
|
Thirteen Weeks
|
Incurred to
|
||||||||||
|
Incurred
|
Ended 5/1/11
|
Date
|
||||||||||
|
Severance, termination benefits and other costs
|
$ | 32,506 | $ | 9,713 | $ | 29,506 | ||||||
|
Long-lived asset impairments
|
11,017 | - | 11,017 | |||||||||
|
Inventory liquidation costs
|
2,583 | - | 2,583 | |||||||||
|
Lease/contract termination and related costs
|
18,187 | 13,022 | 16,187 | |||||||||
|
Total
|
$ | 64,293 | $ | 22,735 | $ | 59,293 | ||||||
|
Costs Incurred
|
Costs Paid
|
|||||||||||||||
|
During the
|
During the
|
|||||||||||||||
|
Liability
|
Thirteen Weeks
|
Thirteen Weeks
|
Liability
|
|||||||||||||
|
at 1/30/11
|
Ended 5/1/11
|
Ended 5/1/11
|
at 5/1/11
|
|||||||||||||
|
Severance, termination benefits and other costs
|
$ | 16,258 | $ | 9,713 | $ | 5,702 | $ | 20,269 | ||||||||
|
Lease/contract termination and related costs
|
3,165 | 13,022 | 4,467 | 11,720 | ||||||||||||
|
Total
|
$ | 19,423 | $ | 22,735 | $ | 10,169 | $ | 31,989 | ||||||||
|
Thirteen Weeks Ended
|
||||||||
|
5/1/11
|
5/2/10
|
|||||||
|
Net income (loss)
|
$ | 57,667 | $ | (27,613 | ) | |||
|
Less:
|
||||||||
|
Common stock dividends paid to holders of Series A convertible preferred stock
|
(314 | ) | - | |||||
|
Allocation of income to Series A convertible preferred stock
|
(3,088 | ) | - | |||||
|
Net income (loss) available to common stockholders for basic net income (loss) per common share
|
54,265 | (27,613 | ) | |||||
|
Add back:
|
||||||||
|
Common stock dividends paid to holders of Series A convertible preferred stock
|
314 | - | ||||||
|
Allocation of income to Series A convertible preferred stock
|
3,088 | - | ||||||
|
Net income (loss) available to common stockholders for diluted net income (loss) per common share
|
$ | 57,667 | $ | (27,613 | ) | |||
|
Weighted average common shares outstanding for
|
||||||||
|
basic net income (loss) per common share
|
66,798 | 52,279 | ||||||
|
Weighted average impact of dilutive securities
|
1,605 | - | ||||||
|
Weighted average impact of assumed convertible preferred
|
||||||||
|
stock conversion
|
4,189 | - | ||||||
|
Total shares for diluted net income (loss) per common share
|
72,592 | 52,279 | ||||||
|
Basic net income (loss) per common share
|
$ | 0.81 | $ | (0.53 | ) | |||
|
Diluted net income (loss) per common share
|
$ | 0.79 | $ | (0.53 | ) | |||
|
Thirteen Weeks Ended
|
||
|
5/1/11
|
5/2/10
|
|
|
Weighted average potentially dilutive securities
|
245
|
4,611
|
|
Thirteen Weeks Ended
|
||||||||
|
5/1/11
|
5/2/10
|
|||||||
|
Revenue – Heritage Brand Wholesale Dress Furnishings
|
||||||||
|
Net sales
|
$ | 134,689 | $ | 132,171 | ||||
|
Royalty revenue
|
1,485 | 1,465 | ||||||
|
Advertising and other revenue
|
404 | 379 | ||||||
|
Total
|
136,578 | 134,015 | ||||||
|
Revenue – Heritage Brand Wholesale Sportswear
|
||||||||
|
Net sales
|
135,454 | 135,330 | ||||||
|
Royalty revenue
|
2,441 | 2,477 | ||||||
|
Advertising and other revenue
|
406 | 458 | ||||||
|
Total
|
138,301 | 138,265 | ||||||
|
Revenue – Heritage Brand Retail
|
||||||||
|
Net sales
|
131,677 | 135,183 | ||||||
|
Royalty revenue
|
1,298 | 1,183 | ||||||
|
Advertising and other revenue
|
241 | 260 | ||||||
|
Total
|
133,216 | 136,626 | ||||||
|
Revenue – Calvin Klein Licensing
|
||||||||
|
Net sales
|
7,442 | 8,954 | ||||||
|
Royalty revenue
|
65,774 | 59,734 | ||||||
|
Advertising and other revenue
|
25,999 | 22,400 | ||||||
|
Total
|
99,215 | 91,088 | ||||||
|
Revenue – Tommy Hilfiger North America
|
||||||||
|
Net sales
|
267,637 | - | ||||||
|
Royalty revenue
|
2,861 | - | ||||||
|
Advertising and other revenue
|
1,286 | - | ||||||
|
Total
|
271,784 | - | ||||||
|
Revenue – Tommy Hilfiger International
|
||||||||
|
Net sales
|
433,656 | - | ||||||
|
Royalty revenue
|
9,023 | - | ||||||
|
Advertising and other revenue
|
980 | - | ||||||
|
Total
|
443,659 | - | ||||||
|
Revenue – Other (Calvin Klein Apparel)
|
||||||||
|
Net sales
|
146,431 | 119,050 | ||||||
|
Total
|
146,431 | 119,050 | ||||||
|
Total Revenue
|
||||||||
|
Net sales
|
1,256,986 | 530,688 | ||||||
|
Royalty revenue
|
82,882 | 64,859 | ||||||
|
Advertising and other revenue
|
29,316 | 23,497 | ||||||
|
Total
|
$ | 1,369,184 | $ | 619,044 | ||||
|
Thirteen Weeks Ended
|
||||||||
|
5/1/11
|
5/2/10
|
|||||||
|
Income before interest and taxes – Heritage Brand Wholesale
|
||||||||
|
Dress Furnishings
|
$ | 20,432 | $ | 18,460 | ||||
|
Income before interest and taxes – Heritage Brand Wholesale
|
||||||||
|
Sportswear
|
13,682 | 20,888 | ||||||
|
Income before interest and taxes – Heritage Brand Retail
|
4,527 | 8,684 | ||||||
|
Income before interest and taxes – Calvin Klein Licensing
|
34,142 | 36,983 | ||||||
|
Loss before interest and taxes – Tommy Hilfiger
|
||||||||
|
North America
|
(12,321 | ) (2) | - | |||||
|
Income before interest and taxes – Tommy Hilfiger International
|
78,982 | (2) | - | |||||
|
Income before interest and taxes – Other (Calvin Klein Apparel)
|
20,941 | 13,705 | ||||||
|
Loss before interest and taxes – Corporate
(1)
|
(39,941 | ) (2)(3) | (121,277 | ) (4) | ||||
|
Income before interest and taxes
|
$ | 120,444 | $ | (22,557 | ) | |||
|
(1)
|
Includes corporate expenses not allocated to any reportable segments. Corporate expenses represent overhead operating expenses and include expenses for senior corporate management, corporate finance and information technology related to corporate infrastructure.
|
|
(2)
|
Income (loss) before interest and taxes for the thirteen weeks ended May 1, 2011 includes costs of $30,459 associated with the Company’s integration of Tommy Hilfiger and related restructuring. Such costs were included in the Company’s segments as follows: $23,491 in Tommy Hilfiger North America; $448 in Tommy Hilfiger International; and $6,520 in corporate expenses not allocated to any reportable segments.
|
|
(3)
|
Loss before interest and taxes for the thirteen weeks ended May 1, 2011 includes costs of $16,233 associated with the Company’s modification of its senior secured credit facility. Please refer to Note 8, “Debt,” for a further discussion.
|
|
(4)
|
Loss before interest and taxes for the thirteen weeks ended May 2, 2010 includes costs of $104,028 associated with the Company’s acquisition of Tommy Hilfiger, including the effects of foreign currency forward exchange contracts. Please refer to Note 9, “Derivative Financial Instruments,” for a further discussion.
|
|
References to the brand names
Calvin Klein, Tommy Hilfiger, Van Heusen, IZOD, Bass, ARROW, Eagle, Geoffrey Beene, CHAPS, Sean John, JOE Joseph Abboud, MICHAEL Michael Kors, Michael Kors Collection, Donald J. Trump Signature Collection, Kenneth Cole New York, Kenneth Cole Reaction,
DKNY, Elie Tahari, Nautica, Ike Behar, Ted Baker, Jones New York, J. Garcia, Claiborne, Robert Graham, U.S. POLO ASSN., Axcess
and
Timberland
and to other brand names are to registered trademarks owned by us or licensed to us by third parties and are identified by italicizing the brand name.
References to the acquisition of Tommy Hilfiger refer to our May 6, 2010 acquisition of Tommy Hilfiger B.V. and certain affiliated companies, which companies we refer to collectively as “Tommy Hilfiger.”
References to the acquisition of Calvin Klein refer to our February 2003 acquisition of Calvin Klein, Inc. and certain affiliated companies, which companies we refer to collectively as “Calvin Klein.”
|
|
·
|
The addition of $267.6 million and $433.7 million of net sales attributable to our Tommy Hilfiger North America and Tommy Hilfiger International segments, respectively, as a result of the acquisition of Tommy Hilfiger in the second quarter of 2010.
|
|
·
|
The addition of $27.4 million of net sales attributable to growth in our Other (Calvin Klein Apparel) segment. Comparable store sales in our Calvin Klein outlet retail business increased 14%.
|
|
·
|
The addition of $2.5 million of sales attributable to growth in our Heritage Brand Wholesale Dress Furnishings segment.
|
|
·
|
The reduction of $3.5 million in sales attributable to our Heritage Brand Retail segment, as our Bass outlet retail business, which is heavily penetrated in the Northeast and the Midwest, was negatively impacted during the quarter by the unusually cool weather that affected these regions during much of the first quarter. The Van Heusen and Izod outlet retail businesses posted a combined comparable store sales increase of 3%, while the Bass outlet retail business posted an 8% decline.
|
|
(in millions)
|
||||
|
Short-term borrowings
|
$ | 12.3 | ||
|
Current portion of long-term debt
|
46.3 | |||
|
Long-term debt
|
2,208.2 | |||
|
Stockholders’ equity
|
2,671.0 | |||
|
Term Loan
|
||||||||
| A | B | |||||||
|
Amended and restated borrowings on March 2, 2011, based on the applicable exchange rate at that date
|
$ | 759,804 | $ | 759,411 | ||||
|
Percentage required to be repaid for the annual period ending May 6:
|
||||||||
|
2012
|
5 | % | 1 | % | ||||
|
2013
|
10 | % | 1 | % | ||||
|
2014
|
15 | % | 1 | % | ||||
|
2015
|
25 | % | 1 | % | ||||
|
2016
|
45 | % | 96 | % | ||||
|
·
|
incur or guarantee additional debt or extend credit;
|
|
·
|
make restricted payments, including paying dividends or making distributions on, or redeeming or repurchasing, our capital stock or certain debt;
|
|
·
|
make acquisitions and investments;
|
|
·
|
dispose of assets;
|
|
·
|
engage in transactions with affiliates;
|
|
·
|
enter into agreements restricting our subsidiaries’ ability to pay dividends;
|
|
·
|
create liens on our assets or engage in sale/leaseback transactions; and
|
|
·
|
effect a consolidation or merger, or sell, transfer, lease all or substantially all of our assets.
|
|
(c) Total Number
|
(d) Maximum Number
|
|||||||||||||||
|
of Shares (or Units)
|
(or Approximate Dollar
|
|||||||||||||||
|
(a) Total
|
(b) Average
|
Purchased as Part
|
Value) of Shares (or
|
|||||||||||||
|
Number of
|
Price Paid
|
of Publicly
|
Units) that May Yet Be
|
|||||||||||||
|
Shares (or
|
per Share
|
Announced Plans
|
Purchased Under the
|
|||||||||||||
|
Period
|
Units) Purchased
(1)
|
(or Unit)
(1)
|
or Programs
|
Plans or Programs
|
||||||||||||
|
January 31, 2011 -
|
||||||||||||||||
|
February 27, 2011
|
2,955 | $ | 58.37 | - | - | |||||||||||
|
|
||||||||||||||||
|
February 28, 2011 -
|
||||||||||||||||
|
April 3, 2011
|
7,184 | 63.51 | - | - | ||||||||||||
|
April 4, 2011 -
|
||||||||||||||||
|
May 1, 2011
|
21,955 | 64.98 | - | - | ||||||||||||
|
Total
|
32,094 | $ | 64.04 | - | - | |||||||||||
|
The following exhibits are included herein:
|
|||
|
3.1
|
Certificate of Incorporation (incorporated by reference to Exhibit 5 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 1977).
|
||
|
3.2
|
Amendment to Certificate of Incorporation, filed June 27, 1984 (incorporated by reference to Exhibit 3B to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 1985).
|
||
|
3.3
|
Certificate of Designation of Series A Cumulative Participating Preferred Stock, filed June 10, 1986 (incorporated by reference to Exhibit A of the document filed as Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the period ended May 4, 1986).
|
||
|
3.4
|
Amendment to Certificate of Incorporation, filed June 2, 1987 (incorporated by reference to Exhibit 3(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 1988).
|
||
|
3.5
|
Amendment to Certificate of Incorporation, filed June 1, 1993 (incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 1994).
|
||
|
3.6
|
Amendment to Certificate of Incorporation, filed June 20, 1996 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 28, 1996).
|
||
|
3.7
|
Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Phillips-Van Heusen Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 26, 2003).
|
||
|
3.8
|
Corrected Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Phillips-Van Heusen Corporation, dated as of April 17, 2003 (incorporated by reference to Exhibit 3.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2003).
|
||
|
3.9
|
Certificate of Amendment of Certificate of Incorporation, filed June 29, 2006 (incorporated by reference to Exhibit 3.9 to the Company’s Quarterly Report on Form 10-Q for the period ended May 6, 2007).
|
||
|
3.10
|
Certificate Eliminating Reference to Series B Convertible Preferred Stock from Certificate of Incorporation of Phillips-Van Heusen Corporation, filed June 12, 2007 (incorporated by reference to Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q for the period ended May 6, 2007).
|
||
|
3.11
|
Certificate Eliminating Reference To Series A Cumulative Participating Preferred Stock From Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 28, 2007).
|
||
|
3.12
|
Certificate of Designations of Series A Convertible Preferred Stock of Phillips-Van Heusen Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 12, 2010).
|
||
|
3.13
|
By-Laws of Phillips-Van Heusen Corporation, as amended through April 30, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 5, 2009).
|
||
|
4.1
|
Specimen of Common Stock certificate (incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 1981).
|
||
|
4.2
|
Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-3 (Reg. No. 33-50751) filed on October 26, 1993).
|
||
|
4.3
|
First Supplemental Indenture, dated as of October 17, 2002 to Indenture dated as of November 1, 1993 between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.15 to the Company’s Quarterly Report on Form 10-Q for the period ended November 3, 2002).
|
||
|
4.4
|
Second Supplemental Indenture, dated as of February 12, 2002 to Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on February 26, 2003).
|
|||
|
4.5
|
Third Supplemental Indenture, dated as of May 6, 2010, between Phillips-Van Heusen Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.16 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|||
|
4.6
|
Securities Purchase Agreement, dated as of March 15, 2010, by and among Phillips-Van Heusen Corporation, LNK Partners, L.P. and LNK Partners (Parallel), L.P. (incorporated by reference to Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q for the period ended May 2, 2010).
|
|||
|
4.7
|
Securities Purchase Agreement, dated as of March 15, 2010, by and between Phillips-Van Heusen Corporation and MSD Brand Investments, LLC (incorporated by reference to Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q for the period ended May 2, 2010).
|
|||
|
4.8
|
Stockholders Agreement, dated as of May 6, 2010, by and among Phillips-Van Heusen Corporation, Tommy Hilfiger Holding S.a.r.l, Stichting Administratiekantoor Elmira, Apax Europe VI-A, L.P., Apax Europe VI-1, L.P. and Apax US VII, L.P. (incorporated by reference to Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|||
|
4.9
|
Amendment to Stockholders Agreement, dated as of June 8, 2010 to Stockholders Agreement, dated as of May 6, 2010, by and among Phillips-Van Heusen Corporation, Tommy Hilfiger Holding S.a.r.l, Stichting Administratiekantoor Elmira, Apax Europe VI-A, L.P., Apax Europe VI-1, L.P. and Apax US VII, L.P. (incorporated by reference to Exhibit 4.12 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|||
|
4.10
|
Stockholders Agreement, dated as of May 6, 2010, by and among Phillips-Van Heusen Corporation, LNK Partners, L.P. and LNK Partners (Parallel), L.P. (incorporated by reference to Exhibit 4.13 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|||
|
4.11
|
Stockholder Agreement, dated as of May 6, 2010, by and between Phillips-Van Heusen Corporation and MSD Brand Investments, LLC. (incorporated by reference to Exhibit 4.14 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|||
|
4.12
|
Indenture, dated as of May 6, 2010, between Phillips-Van Heusen Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.15 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|||
|
*,+10.1
|
Amended and Restated Credit and Guaranty Agreement, dated as of March 2, 2011, among Phillips-Van Heusen Corporation, Tommy Hilfiger B.V., certain subsidiaries of Phillips-Van Heusen Corporation, the lenders party thereto, Barclays Bank PLC, as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc., as Syndication Agent, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Royal Bank of Canada, as Co-Documentation Agents.
|
|||
|
+18
|
Letter of Independent Registered Public Accounting Firm Regarding Change in Accounting Principle.
|
|||
|
+31.1
|
Certification of Emanuel Chirico, Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
|
|||
|
+31.2
|
Certification of Michael Shaffer, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
|
|||
|
**,+32.1
|
Certification of Emanuel Chirico, Chairman and Chief Executive Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|||
|
**,+32.2
|
Certification of Michael Shaffer, Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|||
|
***,+101.INS
|
XBRL Instance Document
|
|||
|
***,+101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|||
|
***,+101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|||
|
***,+101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|||
|
***,+101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|||
|
***,+101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|||
|
+
|
Filed or furnished herewith.
|
|||
|
PHILLIPS-VAN HEUSEN CORPORATION
|
|
|
Registrant
|
|
/s/
Bruce Goldstein
|
|
|
Bruce Goldstein
|
|
|
Senior Vice President and Controller
|
|
|
(Chief Accounting Officer)
|
|
10.1
|
Amended and Restated Credit and Guaranty Agreement, dated as of March 2, 2011, among Phillips-Van Heusen Corporation, Tommy Hilfiger B.V., certain subsidiaries of Phillips-Van Heusen Corporation, the lenders party thereto, Barclays Bank PLC, as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc., as Syndication Agent, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Royal Bank of Canada, as Co-Documentation Agents.
|
|||
|
18
|
Letter of Independent Registered Public Accounting Firm Regarding Change in Accounting Principle.
|
|||
|
31.1
|
Certification of Emanuel Chirico, Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
|
|||
|
31.2
|
Certification of Michael Shaffer, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
|
|||
|
32.1
|
Certification of Emanuel Chirico, Chairman and Chief Executive Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|||
|
32.2
|
Certification of Michael Shaffer, Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|||
|
101.INS
|
XBRL Instance Document
|
|||
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|||
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|||
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|||
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|||
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Suppliers
| Supplier name | Ticker |
|---|---|
| Dow Inc. | DOW |
| DuPont de Nemours, Inc. | DD |
| Eastman Chemical Company | EMN |
| RPM International Inc. | RPM |
| Westlake Chemical Corporation | WLK |
| H.B. Fuller Company | FUL |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|