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Exhibit 99.1

 

Investor Relations Contact:

 

Media Contact:

Robert J. Vill

 

Jane Randel

Senior Vice President – Finance and Treasurer

 

Senior Vice President, Corporate Communications

Fifth & Pacific Companies, Inc.

 

Fifth & Pacific Companies, Inc.

201.295.7515

 

212.626.3408

 

FIFTH & PACIFIC COMPANIES, INC. REPORTS 2nd QUARTER AND FIRST HALF RESULTS

 

·                  Reports Q2 2012 adjusted EBITDA of $16 million, excluding unrealized foreign currency gains

·                  Reaffirms 2012 adjusted EBITDA guidance of $125 to $140 million, excluding unrealized foreign currency gains or losses

·                  Reports Q2 GAAP loss per share from continuing operations of ($0.46) and adjusted loss per share of ($0.11), excluding unrealized foreign currency gains

 

New York, NY – July 26, 2012 – Fifth & Pacific Companies, Inc. (NYSE:FNP) today announced earnings for the second quarter of 2012. For the second quarter of 2012 on a GAAP basis, loss from continuing operations was ($50) million, or ($0.46) per share, compared to a loss from continuing operations of ($54) million, or ($0.57) per share, for the second quarter of 2011.

 

Adjusted loss per share from continuing operations for the second quarter of 2012 was ($0.09), compared to adjusted loss per share from continuing operations of ($0.16) for the second quarter of 2011 (inclusive of unrealized foreign currency gains (losses) of $0.02 per share in the second quarter of 2012 and ($0.04) per share in the second quarter of 2011).

 

Adjusted EBITDA for the second quarter of 2012 was $16 million, while comparable adjusted EBITDA was $7 million for the second quarter of 2011 (excluding unrealized foreign currency gains (losses) of $2 million in the second quarter of 2012 and ($6) million in the second quarter of 2011).

 

Net sales for the second quarter of 2012 were $337 million, a decrease of $23 million, or 6.5%, from the comparable 2011 period. Net sales increased $39 million, or 13.0% on a comparable basis from the 2011 period, excluding the $62 million decline in net sales associated with brands that have been sold or exited but not accounted for as discontinued operations.

 

The Company also announced second quarter 2012 direct-to-consumer comparable sales as follows:

 

Brand

April

May

June

Q2

Lucky Brand

10%

9%

3%

8%

kate spade

23%

35%

46%

34%

Juicy Couture

(13%)

(4%)

(10%)

(9%)

 

For the first half of 2012, the Company recorded a loss from continuing operations of ($101) million, or ($0.96) per share, compared to a loss from continuing operations for the first half of 2011 of ($107) million, or ($1.13) per share. Adjusted loss per share from continuing operations in

 

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the first half of 2012 was ($0.31) compared to an adjusted loss per share from continuing operations of ($0.47) in the first half of 2011 (inclusive of unrealized foreign currency losses of ($0.16) per share in the first half of 2011).

 

Net sales for the first half of 2012 were $654 million, a decrease of $37 million, or 5.3%, from the comparable 2011 period. Net sales increased $75 million, or 13.1% on a comparable basis from the 2011 period, excluding the $112 million decline in net sales associated with brands that have been sold or exited but not accounted for as discontinued operations.

 

William L. McComb, Chief Executive Officer of Fifth & Pacific Companies, Inc., said: “Adjusted EBITDA, excluding unrealized foreign currency transaction gains, of $16 million in the second quarter was in line with our outlook. We continue to strengthen our balance sheet as we ended the quarter with net debt of $329 million, a decrease of $413 million compared to the second quarter of 2011. We issued an additional $152 million of 10.5% Secured Notes in June and used a portion of the proceeds to redeem the remaining 5% Euro Notes earlier this month. We will also use some of the proceeds along with cash on hand to fund the conditional exercise of our option to acquire our partner Sanei’s 51% interest in our kate spade Japan joint venture expected to close later this year. We further strengthened our capital structure in the quarter with the exchange of $38 million of our 6% Convertible Notes for 10.8 million shares of stock. For fiscal 2012, we continue to forecast adjusted EBITDA, excluding foreign currency transaction gains or losses, in the range of $125 to $140 million.”

 

Mr. McComb concluded, “Looking at the performance during the quarter of our three global lifestyle brands – Juicy Couture, Lucky Brand and kate spade – we were very pleased with the results at kate and Lucky, where performance exceeded our expectations, while performance at Juicy was below our expectation. kate spade had another strong quarter, posting a 34% increase in direct to consumer comparable sales, driven by strong performance across all categories. At Lucky Brand, direct-to-consumer comparable sales increased 8% in the quarter. Lucky’s strong full price selling in the quarter drove direct–to-consumer gross margin improvement in excess of 700 basis points compared to last year. At Juicy Couture, direct-to-consumer comparable sales of (9%) in the quarter were disappointing, as poor inventory management made it difficult to comp positively. Inventory at Juicy is planned at more appropriate levels for the second half, starting with the first Fall floor set that arrived earlier this month.”

 

The adjusted results for the second quarter and first half of 2012 and 2011, as well as forward-looking targets, exclude the impact of expenses incurred in connection with the Company’s streamlining initiatives and brand-exiting activities, (losses) gains on extinguishment of debt and interest expense charges related to a multi-employer pension withdrawal liability. The Company believes that the adjusted results for such periods represent a more meaningful presentation of its historical operations and financial performance since these results provide period to period comparisons that are consistent and more easily understood. The attached tables, captioned “Reconciliation of Non-GAAP Financial Information,” provide a full reconciliation of actual results to the adjusted results. We present EBITDA, which we define as loss from continuing operations, adjusted to exclude income tax provision (benefit), interest expense, net, (losses) gains on extinguishment of debt and depreciation and amortization. We also present (i) Adjusted EBITDA, which is EBITDA adjusted to exclude the impact of expenses incurred in connection with the Company’s streamlining initiatives and brand-exiting activities, non-cash impairment charges and non-cash share-based compensation expense; (ii) Adjusted EBITDA excluding foreign currency gains (losses), net, which is Adjusted EBITDA further adjusted to exclude unrealized foreign currency gains (losses), net; and (iii) Comparable Adjusted EBITDA excluding foreign currency

 

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gains (losses), net, which is Adjusted EBITDA excluding foreign currency gains (losses), net, further adjusted to exclude the estimated Adjusted EBITDA associated with each of the following: Liz Claiborne/JCPenney apparel and handbags; Axcess; DKNY® Jeans; Dana Buchman apparel; and our former Curve fragrance brand and related brands. We present the above-described EBITDA measures because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

 

The Company will sponsor a conference call at 10:00am EDT today to discuss its results for the second quarter of 2012. The dial-in number is 1-888-694-4676 with pass code 99380732. The web cast and slides accompanying the prepared remarks can be accessed via the Investor Relations section of the Fifth & Pacific website at www.fifthandpacific.com. An archive of the webcast will be available on the website. Additional information on the results of the Company’s operations is available in the Company’s Form 10-Q for the second quarter of 2012, filed with the Securities and Exchange Commission.

 

SECOND QUARTER  RESULTS

 

During the fourth quarter of 2011, we determined that we would disaggregate our former Domestic-Based Direct Brands segment into three reportable segments, Juicy Couture, kate spade and Lucky Brand. The operations of our former Partnered Brands segment have become our Adelington Design Group & Other segment. For the second quarter of 2011, our former International-Based Direct Brands segment included allocated corporate expenses that could not be reported as discontinued operations and therefore continue to be reported in our segment results.

 

Overall Results

 

Net sales from continuing operations for the second quarter of 2012 were $337 million, a decrease of $23 million, or 6.5% from the second quarter of 2011, reflecting (i) an increase in sales in our kate spade and Lucky Brand segments; and (ii) a decline in sales in our Juicy Couture and Adelington Design Group & Other segments, including a $62 million decrease in sales associated with brands that have been sold or exited but not accounted for as discontinued operations.

 

Gross profit as a percentage of net sales was 56.6% in the second quarter of 2012, compared to 51.5% in the comparable 2011 period, primarily reflecting a higher percentage of direct-to-consumer sales which run at a higher gross profit rate than the Company average and gross margin expansion in the specialty retail operations across all of our segments.

 

Selling, general & administrative expenses (“SG&A”) were $228 million, or 67.8% of net sales in the second quarter of 2012, compared to $226 million, or 62.7% of net sales in the second quarter of 2011. The $2 million increase in SG&A compared to the second quarter of 2011 primarily reflected a $30 million increase in expenses related to growth initiatives (new retail stores, e-commerce and marketing) in our kate spade and Juicy Couture segments, partially offset by a $19 million decrease in expenses primarily associated with our Adelington Design Group & Other Segment and a $6 million decrease in streamlining expenses related to brands that have been sold or exited. In the second quarter of 2011, we incurred $3 million of SG&A in our former International-Based Direct Brands segment related to allocated SG&A that could not be reported as discontinued operations.

 

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Operating loss was ($38) million ((11.1%) of net sales) in the second quarter of 2012 compared to an operating loss of ($40) million ((11.2%) of net sales) in the second quarter of 2011. Adjusted operating loss in the second quarter of 2012 was ($9) million ((2.6%) of net sales) compared to an adjusted operating loss of ($5) million ((1.4%) of net sales) in 2011.

 

Other Income (Expense), net was $5 million in the second quarter of 2012, compared to ($3) million in the second quarter of 2011, primarily reflecting (i) foreign currency transaction gains and losses on our 5% Euro Notes and other foreign currency denominated assets and liabilities; and (ii) equity in earnings of our investments in equity investees.

 

(Loss) Gain on Extinguishment of Debt was ($3) million in the second quarter of 2012 compared to $7 million in the second quarter of 2011. The 2012 loss reflected losses on the conversion of $15 million of our Convertible Notes into 4.3 million shares of our common stock and the repurchase of 29 million euro aggregate principal amount of our Euro Notes. During the second quarter of 2011, we recorded a $7 million gain on extinguishment of debt in connection with the repurchase of 129 million euro aggregate principal amount of our Euro Notes.

 

Interest expense, net was $12 million in the second quarter of 2012, compared to $15 million in the second quarter of 2011, primarily reflecting decreases in the principal amount of the Euro Notes and the exchange of our $58 million aggregate principal amount of Convertible Notes for 17 million shares of our common stock during the last 12 months, partially offset by an increase related to the Additional 10.5% Notes, which were issued in June 2012.

 

Provision for Income Taxes was $2 million in the second quarter of 2012, flat compared to the second quarter of 2011, primarily representing increases in deferred tax liabilities for indefinite-lived intangible assets, current tax on operations in certain jurisdictions and an increase in the accrual for interest related to uncertain tax positions.

 

Loss from continuing operations in the second quarter of 2012 was ($50) million, or ($0.46) per share, compared to a loss of ($54) million, or ($0.57) per share in the second quarter of 2011. Adjusted loss per share from continuing operations in the second quarter of 2012 was ($0.09), compared to adjusted loss per share from continuing operations of ($0.16) in the second quarter of 2011.

 

Net loss in the second quarter of 2012 was ($52) million, inclusive of losses related to discontinued operations of ($2) million, compared to a net loss of ($90) million, inclusive of losses related to discontinued operations of ($36) million, in the second quarter of 2011. Loss per share was ($0.48) in the second quarter of 2012 compared to a loss per share of ($0.95) in the second quarter of 2011.

 

Balance Sheet and Cash Flow

 

Accounts receivable decreased $65 million, or 36.8%, compared to the second quarter of 2011, primarily due to (i) the sale of an 81.25% interest in the global Mexx business and due to other brands that have been exited and (ii) decreased wholesale sales in our Juicy Couture segment.

 

Inventories decreased $127 million, or 40.4%, compared to the second quarter of 2011, primarily due to the impact of the sale of an 81.25% interest in the global Mexx business and brands that have been exited. The decrease in inventories was partially offset by an increase in kate spade inventory to support growth initiatives, including retail store expansion.

 

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Cash flow from continuing operating activities for the last twelve months was $81 million.

 

Debt outstanding decreased to $503 million compared to $769 million in the second quarter of 2011. We ended the first half of 2012 with $174 million in cash and marketable securities, compared to $27 million at the end of the first half of 2011. The $413 million decrease in our net debt position over the last twelve months primarily reflected: (i) the receipt of $471 million primarily from sales transactions (including $20 million received from JCPenney, which is refundable under certain circumstances, with the earliest possible repayment in the fourth quarter of 2012); (ii) net proceeds of $161 million from the issuance of the 10.5% Senior Notes; (iii) the repurchase of 169 million euro aggregate principal amount of our Euro Notes; (iv) the conversion of $58 million of our Convertible Notes into 17 million shares of our common stock; and (v) the funding of $62 million of capital and in-store shop expenditures over the last 12 months, including $23 million to purchase our Ohio distribution center.

 

Segment Highlights

 

Net sales and operating income (loss) for our reportable segments are provided below:

 

Net sales for Juicy Couture were $105 million, a 10.4% decrease compared to 2011, primarily driven by decreases in specialty retail, wholesale apparel, wholesale non-apparel and outlet, partially offset by increases in our e-commerce and licensing operations. Store counts and key operating metrics are as follows:

        We ended the quarter with 79 specialty retail stores, 52 outlet stores and 5 concessions, reflecting the net addition over the last 12 months of 3 outlet stores;

        Average retail square footage in the second quarter was approximately 421 thousand square feet, a 0.3% increase compared to 2011;

        Sales per square foot for comparable stores for the latest twelve months were $646; and

        Comparable direct-to-consumer sales (inclusive of e-commerce and concessions) decreased by 9% in the second quarter of 2012.

 

Juicy Couture segment operating loss in the second quarter was ($24) million ((22.5%) of net sales), compared to an operating loss of ($15) million ((13.0%) of net sales) in 2011. Juicy Couture segment adjusted operating loss in the second quarter was ($15) million ((13.9%) of net sales), compared to adjusted operating loss of ($3) million ((2.2%) of net sales) in 2011.

 

Net sales for Lucky Brand were $112 million, a 15.3% increase compared to 2011, driven by increases across all operations in the segment. Store counts and key operating metrics are as follows:

        We ended the quarter with 172 specialty retail stores and 44 outlet stores, reflecting the net closure over the last 12 months of 8 specialty retail stores and the net addition of 4 outlet stores;

        Average retail square footage in the second quarter  was approximately 552 thousand square feet, a 1.9% decrease compared to 2011;

        Sales per square foot for comparable stores for the latest twelve months were $456; and

        Comparable direct-to-consumer sales (inclusive of e-commerce) increased 8% in the second quarter of 2012.

 

Lucky Brand segment operating loss in the second quarter was ($11) million ((10.2%) of net sales), compared to an operating loss of ($10) million ((10.3%) of net sales) in 2011. Lucky Brand

 

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segment adjusted operating loss in the second quarter was ($4) million ((3.5%) of net sales), compared to an adjusted operating loss of ($5) million ((5.5%) of net sales) in 2011.

 

Net sales for kate spade were $101 million, a 48.1% increase compared to 2011, driven by increases across substantially all operations in the segment. Store counts and key operating metrics are as follows:

        We ended the quarter with 54 specialty retail stores and 29 outlet stores, reflecting the net addition  over the last 12 months of 10 specialty retail stores;

        Average retail square footage in the second quarter  was approximately 159 thousand square feet, an 11.0% increase compared to 2011;

        Sales per square foot for comparable stores for the latest twelve months were $1,019; and

        Comparable direct-to-consumer sales (inclusive of e-commerce) increased 34% in the second quarter of 2012.

 

kate spade segment operating income in the second quarter of 2012 and 2011 was $2 million (2.1% and 2.4% of net sales, respectively). kate spade segment adjusted operating income in the second quarter was $9 million (9.1% of net sales), compared to adjusted operating income of $5 million (6.8% of net sales) in 2011.

 

Net sales for the Adelington Design Group & Other segment decreased $59 million, or 75.6%, in the second quarter to $19 million, substantially all of which was related to the impact of exited businesses.

 

Adelington Design Group & Other segment operating loss in the second quarter was ($5) million ((24.3%) of net sales), compared to an operating loss of ($13) million ((17.0%) of net sales) in 2011. Adelington Design Group & Other segment adjusted operating income in the second quarter was less than $1 million (2.5% of adjusted net sales), compared to adjusted operating income of $1 million (1.2% of net sales) in 2011.

 

About Fifth & Pacific Companies, Inc.

 

Fifth & Pacific Companies, Inc. (formerly Liz Claiborne Inc.) designs and markets a portfolio of retail-based, premium, global lifestyle brands including Juicy Couture, kate spade, and Lucky Brand. In addition, the Adelington Design Group, a private brand jewelry design and development group, markets brands through department stores as well as serves jcpenney via exclusive supplier agreements for the Liz Claiborne and Monet jewelry lines and Kohl’s via an exclusive supplier agreement for Dana Buchman jewelry. The Company also has licenses for the Liz Claiborne New York brand, available at QVC and Lizwear, which is distributed through the club store channel. Fifth & Pacific Companies, Inc. maintains an 18.75% stake in Mexx, a European and Canadian apparel and accessories retail-based brand. Visit www.fifthandpacific.com for more information.

 

Fifth & Pacific Companies, Inc. Forward-Looking Statement

 

Statements contained herein that relate to the Company’s future performance, financial condition, liquidity or business or any future event or action are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements are indicated by words or phrases such as “intend,” “anticipate,” “plan,” “estimate,” “target,” “forecast,” “project,” “expect,” “believe,” “we are optimistic that we can,” “current visibility indicates that we forecast,” “contemplation” or “currently envisions” and similar phrases. Such statements are based on current expectations only,

 

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are not guarantees of future performance, and are subject to certain risks, uncertainties and assumptions. The Company may change its intentions, belief or expectations at any time and without notice, based upon any change in the Company’s assumptions or otherwise. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. In addition, some risks and uncertainties involve factors beyond the Company’s control. Among the risks and uncertainties are the following: our ability to continue to have the necessary liquidity, through cash flows from operations and availability under our amended and restated revolving credit facility, may be adversely impacted by a number of factors, including the level of our operating cash flows, our ability to maintain established levels of availability under, and to comply with the financial and other covenants included in, our amended and restated revolving credit facility and the borrowing base requirement in our amended and restated revolving credit facility that limits the amount of borrowings we may make based on a formula of, among other things, eligible accounts receivable and inventory and the minimum availability covenant in our amended and restated revolving credit facility that requires us to maintain availability in excess of an agreed upon level; general economic conditions in the United States, Europe and other parts of the world, including the impact of debt reduction efforts in the United States; levels of consumer confidence, consumer spending and purchases of discretionary items, including fashion apparel and related products, such as ours; restrictions in the credit and capital markets, which would impair our ability to access additional sources of liquidity, if needed; changes in the cost of raw materials, labor, advertising and transportation which could impact prices of our products; our ability to successfully implement our long-term strategic plans, including the focus on our JUICY COUTURE, LUCKY BRAND and KATE SPADE brands and expansion into markets outside of the US, such as KATE SPADE’s joint venture in China and the conditional exercise of our option to acquire the KATE SPADE joint venture in Japan; our ability to sustain recent improved performance in our LUCKY BRAND business; our ability to successfully improve the operations and results, creative direction and product offering at  our JUICY COUTURE brand; our dependence on a limited number of large US department store customers, and the risk of consolidations, restructurings, bankruptcies and other ownership changes in the retail industry and financial difficulties at our larger department store customers; whether or not the purchase of the 51% interest in the Kate Spade Japan joint venture will be consummated, and if consummated whether we will be successful operating the KATE SPADE business in Japan; risks associated with the transition of the MEXX business to an entity in which we hold a minority interest and the possible failure of such entity that may make our interest therein of little or no value and risks associated with the ability of the majority shareholder to operate the MEXX business successfully, which will impact the potential value of our minority interest; costs associated with (i) the transition of the LIZ CLAIBORNE family of brands, MONET US, DANA BUCHMAN, KENSIE and MAC & JAC brands from the Company to their respective acquirers and (ii) the early termination and transition of the DKNY® Jeans and DKNY® Active licenses; our ability to anticipate and respond to constantly changing consumer demands and tastes and fashion trends, across multiple brands, product lines, shopping channels and geographies; our ability to attract and retain talented, highly qualified executives, and maintain satisfactory relationships with our employees; our ability to adequately establish, defend and protect our trademarks and other proprietary rights; our ability to successfully develop or acquire new product lines or enter new markets or product categories, and risks related to such new lines, markets or categories; risks associated with the sale of the LIZ CLAIBORNE family of brands to J.C. Penney Corporation, Inc. and the licensing arrangement with QVC, Inc., including, without limitation, our ability to maintain productive working relationships with these parties and possible changes or disputes in our other brand relationships or relationships with other retailers and existing licensees as a result; the impact of the highly competitive nature of the markets within which we operate, both within the US and abroad; our reliance on independent foreign manufacturers, including the

 

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risk of their failure to comply with safety standards or our policies regarding labor practices; risks associated with our buying/sourcing agreement with Li & Fung Limited (“Li & Fung”), which results in a single third party foreign buying/sourcing agent for a significant portion of our products; risks associated with the closing of our Ohio distribution center and our US distribution services agreement with Li & Fung, which results in a single third party service provider for a significant portion of our US distribution and our ability to effectively transition our distribution function to Li & Fung within our expected timeline; a variety of legal, regulatory, political and economic risks, including risks related to the importation and exportation of product, tariffs and other trade barriers; our ability to adapt to and compete effectively in the current quota environment in which general quota has expired on apparel products, but political activity seeking to re-impose quota has been initiated or threatened; our exposure to currency fluctuations; risks associated with material disruptions in our information technology systems; risks associated with privacy breaches; risks associated with credit card fraud and identity theft; risks associated with third party service providers, both domestic and overseas, including service providers in the area of e-commerce; limitations on our ability to utilize all or a portion of our US deferred tax assets if we experience an “ownership change”; the outcome of current and future litigation and other proceedings in which we are involved and such other factors as are set forth in this press release, and in the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2012 including in the sections entitled  “Item 1A-Risk Factors” and “Statement on Forward Looking Statements,” to be filed with the S.E.C. and the Company’s 2011 Annual Report on Form 10-K, including in the sections entitled  “Item 1A-Risk Factors” and “Statement on Forward Looking Statements,” previously filed with the S.E.C. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

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FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except per common share data)

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

 

 

 

June 30, 2012

 

% of

 

July 2, 2011

 

% of

 

 

 

 

(13 Weeks)

 

 

Sales

 

 

(13 Weeks)

 

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

$

336,858

 

 

100.0

  %

 

 

$

360,283

 

 

100.0

  %

 

Cost of goods sold

 

 

146,141

 

 

43.4

  %

 

 

174,615

 

 

48.5

  %

 

Gross Profit

 

 

190,717

 

 

56.6

  %

 

 

185,668

 

 

51.5

  %

 

Selling, general & administrative expenses

 

 

228,260

 

 

67.8

  %

 

 

225,863

 

 

62.7

  %

 

Operating Loss

 

 

(37,543

)

 

(11.1

) %

 

 

(40,195

)

 

(11.2

) %

 

Other income (expense), net

 

 

4,842

 

 

1.4

  %

 

 

(2,755

)

 

(0.8

) %

 

(Loss) gain on extinguishment of debt, net

 

 

(2,788

)

 

(0.8

) %

 

 

6,547

 

 

1.8

  %

 

Interest expense, net

 

 

(12,268

)

 

(3.6

) %

 

 

(15,436

)

 

(4.3

) %

 

Loss Before Provision for Income Taxes

 

 

(47,757

)

 

(14.2

) %

 

 

(51,839

)

 

(14.4

) %

 

Provision for income taxes

 

 

1,794

 

 

0.5

  %

 

 

1,985

 

 

0.6

  %

 

Loss from Continuing Operations

 

 

(49,551

)

 

(14.7

) %

 

 

(53,824

)

 

(14.9

) %

 

Discontinued operations, net of income taxes

 

 

(2,547

)

 

(0.8

) %

 

 

(36,072

)

 

(10.0

) %

 

Net Loss

 

 

$

(52,098

)

 

(15.5

) %

 

 

$

(89,896

)

 

(25.0

) %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Continuing Operations

 

 

$

(0.46

)

 

 

 

 

$

(0.57

)

 

 

 

Net Loss

 

 

$

(0.48

)

 

 

 

 

$

(0.95

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares, Basic and Diluted (a)

 

 

108,863

 

 

 

 

 

94,447

 

 

 

 

 

 

 

 

(a)

Because the Company incurred a loss from continuing operations for the three months ended June 30, 2012 and July 2, 2011, all potentially dilutive shares are antidilutive. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods.

 



 

FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except per common share data)

 

 

 

Six Months Ended

 

 

 

Six Months Ended

 

 

 

 

 

June 30, 2012

 

% of

 

July 2, 2011

 

% of

 

 

 

 

(26 Weeks)

 

 

Sales

 

 

(26 Weeks)

 

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

$

654,005

 

 

100.0

  %

 

 

$

690,965

 

 

100.0

  %

 

Cost of goods sold

 

 

284,181

 

 

43.5

  %

 

 

328,902

 

 

47.6

  %

 

Gross Profit

 

 

369,824

 

 

56.5

  %

 

 

362,063

 

 

52.4

  %

 

Selling, general & administrative expenses

 

 

440,309

 

 

67.3

  %

 

 

422,836

 

 

61.2

  %

 

Operating Loss

 

 

(70,485

)

 

(10.8

) %

 

 

(60,773

)

 

(8.8

) %

 

Other income (expense), net

 

 

2,517

 

 

0.4

  %

 

 

(23,895

)

 

(3.5

) %

 

(Loss) gain on extinguishment of debt, net

 

 

(5,646

)

 

(0.9

) %

 

 

6,547

 

 

0.9

  %

 

Interest expense, net

 

 

(24,608

)

 

(3.8

) %

 

 

(27,074

)

 

(3.9

) %

 

Loss Before Provision for Income Taxes

 

 

(98,222

)

 

(15.0

) %

 

 

(105,195

)

 

(15.2

) %

 

Provision for income taxes

 

 

3,059

 

 

0.5

  %

 

 

1,686

 

 

0.2

  %

 

Loss from Continuing Operations

 

 

(101,281

)

 

(15.5

) %

 

 

(106,881

)

 

(15.5

) %

 

Discontinued operations, net of income taxes

 

 

(11,457

)

 

(1.8

) %

 

 

(79,360

)

 

(11.5

) %

 

Net Loss

 

 

$

(112,738

)

 

(17.2

) %

 

 

$

(186,241

)

 

(27.0

) %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Continuing Operations

 

 

$

(0.96

)

 

 

 

 

$

(1.13

)

 

 

 

Net Loss

 

 

$

(1.07

)

 

 

 

 

$

(1.97

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares, Basic and Diluted (a)

 

 

104,984

 

 

 

 

 

94,423

 

 

 

 

 

 

 

 

(a)

Because the Company incurred a loss from continuing operations for the six months ended June 30, 2012 and July 2, 2011, all potentially dilutive shares are antidilutive. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods.

 



 

FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(All amounts in thousands)

 

 

 

June 30, 2012

 

July 2, 2011

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

173,039

 

$

26,680

 

Accounts receivable - trade, net

 

111,175

 

175,947

 

Inventories, net

 

187,878

 

315,128

 

Other current assets

 

51,312

 

97,514

 

Total current assets

 

523,404

 

615,269

 

 

 

 

 

 

 

Property and Equipment, Net

 

209,416

 

362,537

 

Goodwill and Intangibles, Net

 

118,084

 

227,766

 

Other Assets

 

49,586

 

41,714

 

Total Assets

 

$

900,490

 

$

1,247,286

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Short-term borrowings

 

$

20,791

 

$

144,398

 

Convertible Senior Notes

 

28,300

 

76,407

 

Other current liabilities

 

343,410

 

447,162

 

Total current liabilities

 

392,501

 

667,967

 

 

 

 

 

 

 

Long-Term Debt

 

453,425

 

548,030

 

Other Non-Current Liabilities

 

230,062

 

242,340

 

Stockholders’ Deficit

 

(175,498

)

(211,051

)

Total Liabilities and Stockholders’ Deficit

 

$

900,490

 

$

1,247,286

 

 



 

FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(All amounts in thousands)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 2012

 

 

July 2, 2011

 

 

June 30, 2012

 

 

July 2, 2011

 

 

 

(13 Weeks)

 

 

(13 Weeks)

 

 

(26 Weeks)

 

 

(26 Weeks)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

$

(52,098

)

 

 

$

(89,896

)

 

 

$

(112,738

)

 

 

$

(186,241

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive (Loss) Income, Net of Income Taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment, including Euro Notes in 2011 and other instruments, net of income taxes of $0, $1,636, $0 and $269, respectively

 

 

(53

)

 

 

196

 

 

 

(18

)

 

 

(2,426

)

Unrealized losses on available-for-sale securities, net of income taxes of $0

 

 

(26

)

 

 

(38

)

 

 

(45

)

 

 

(55

)

Change in fair value of cash flow hedges, net of income taxes of $0, $(71), $0 and $127, respectively

 

 

-    

 

 

 

1,318

 

 

 

-    

 

 

 

(4,511

)

Comprehensive Loss

 

 

$

(52,177

)

 

 

$

(88,420

)

 

 

$

(112,801

)

 

 

$

(193,233

)

 



 

FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands)

 

 

 

 

Six Months Ended

 

 

 

 

June 30, 2012

 

July 2, 2011

 

 

 

 

(26 Weeks)

 

(26 weeks)

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net loss

 

$

(112,738

)

$

(186,241

)

Adjustments to arrive at loss from continuing operations

 

11,457

 

79,360

 

Loss from continuing operations

 

(101,281

)

(106,881

)

 

 

 

 

 

 

Adjustments to reconcile loss from continuing operations to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

38,685

 

43,286

 

Loss on asset disposals and impairments, including streamlining initiatives, net

 

30,472

 

13,077

 

Share-based compensation

 

5,596

 

3,433

 

Foreign currency (gains) losses, net

 

(272

)

26,485

 

Loss (gain) on extinguishment of debt

 

5,646

 

(6,547

)

Other, net

 

(1,370

)

(1,200

)

Changes in assets and liabilities:

 

 

 

 

 

Decrease in accounts receivable - trade, net

 

8,405

 

33,178

 

Decrease (increase) in inventories, net

 

5,484

 

(2,004

)

Decrease (increase) in other current and non-current assets

 

1,343

 

(3,104

)

Increase in accounts payable

 

1,872

 

7,130

 

Decrease in accrued expenses and other non-current liabilities

 

(46,474

)

(21,794

)

Net change in income tax assets and liabilities

 

2,023

 

3,362

 

Net cash used in operating activities of discontinued operations

 

(11,054

)

(71,045

)

Net cash used in operating activities

 

(60,925

)

(82,624

)

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

Purchases of property and equipment

 

(30,549

)

(45,381

)

Payments for in-store merchandise shops

 

(1,301

)

(1,265

)

Investments in and advances to equity investees

 

(3,000

)

-

 

Other, net

 

113

 

750

 

Net cash used in investing activities of discontinued operations

 

-

 

(12,372

)

Net cash used in investing activities

 

(34,737

)

(58,268

)

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

Proceeds from borrowings under revolving credit agreement

 

109,676

 

388,155

 

Repayment of borrowings under revolving credit agreement

 

(93,497

)

(292,325

)

Proceeds from issuance of Senior Secured Notes

 

164,540

 

220,094

 

Repayment of Euro Notes

 

(90,448

)

(178,333

)

Principal payments under capital lease obligations

 

(2,204

)

(2,076

)

Proceeds from exercise of stock options

 

5,574

 

25

 

Payment of deferred financing fees

 

(4,874

)

(7,723

)

Other, net

 

-

 

(637

)

Net cash provided by financing activities of discontinued operations

 

-

 

20,477

 

Net cash provided by financing activities

 

88,767

 

147,657

 

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

(2

)

(2,799

)

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

(6,897

)

3,966

 

Cash and Cash Equivalents at Beginning of Period

 

179,936

 

22,714

 

Cash and Cash Equivalents at End of Period

 

$

173,039

 

$

26,680

 

 



 

FIFTH & PACIFIC COMPANIES, INC.

SEGMENT REPORTING

(All amounts in thousands)

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

 

 

June 30, 2012

 

% to

 

July 2, 2011

 

% to

 

 

(13 Weeks)

 

Total

 

(13 Weeks)

 

Total

NET SALES:

 

 

 

 

 

 

 

 

JUICY COUTURE

 

$

104,947

 

31.2 %

 

$

117,171

 

32.5 %

LUCKY BRAND

 

112,035

 

33.3 %

 

97,147

 

27.0 %

KATE SPADE

 

100,889

 

29.9 %

 

68,136

 

18.9 %

Adelington Design Group & Other

 

18,987

 

5.6 %

 

77,829

 

21.6 %

Total Net Sales

 

$

336,858

 

100.0 %

 

$

360,283

 

100.0 %

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

 

 

June 30, 2012

 

% of

 

July 2, 2011

 

% of

 

 

(13 Weeks)

 

Sales

 

(13 Weeks)

 

Sales

OPERATING (LOSS) INCOME (a):

 

 

 

 

 

 

 

 

JUICY COUTURE

 

$

(23,636

)

(22.5) %

 

$

(15,269

)

(13.0) %

LUCKY BRAND

 

(11,450

)

(10.2) %

 

(10,033

)

(10.3) %

KATE SPADE

 

2,149

 

2.1  %

 

1,658

 

2.4  %

International-Based Direct Brands

 

-

 

-  

 

(3,288

)

-  

Adelington Design Group & Other

 

(4,606

)

(24.3) %

 

(13,263

)

(17.0) %

Total Operating Loss

 

$

(37,543

)

(11.1) %

 

$

(40,195

)

(11.2) %

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

 

 

June 30, 2012

 

% to

 

July 2, 2011

 

% to

 

 

(13 Weeks)

 

Total

 

(13 Weeks)

 

Total

NET SALES:

 

 

 

 

 

 

 

 

Domestic

 

$

325,669

 

96.7 %

 

$

347,060

 

96.3 %

International

 

11,189

 

3.3 %

 

13,223

 

3.7 %

Total Net Sales

 

$

336,858

 

100.0 %

 

$

360,283

 

100.0 %

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

 

 

June 30, 2012

 

% of

 

July 2, 2011

 

% of

 

 

(13 Weeks)

 

Sales

 

(13 Weeks)

 

Sales

OPERATING (LOSS) INCOME:

 

 

 

 

 

 

 

 

Domestic

 

$

(29,179

)

(9.0) %

 

$

(43,105

)

(12.4) %

International

 

(8,364

)

(74.8) %

 

2,910

 

22.0  %

Total Operating Loss

 

$

(37,543

)

(11.1) %

 

$

(40,195

)

(11.2) %

 


(a)      Operating (loss) income includes charges related to streamlining initiatives and brand-exiting activities. Refer to the table entitled “Reconciliation of Non-GAAP Financial Information - Segment Reporting” for further information.

 



 

FIFTH & PACIFIC COMPANIES, INC.

SEGMENT REPORTING

(All amounts in thousands)

 

 

 

Six Months Ended

 

 

 

Six Months Ended

 

 

 

 

June 30, 2012

 

% to

 

July 2, 2011

 

% to

 

 

(26 Weeks)

 

Total

 

(26 weeks)

 

Total

NET SALES:

 

 

 

 

 

 

 

 

JUICY COUTURE

 

$

215,147

 

32.9 %

 

$

232,471

 

33.6 %

LUCKY BRAND

 

212,448

 

32.5 %

 

180,622

 

26.1 %

KATE SPADE

 

187,336

 

28.6 %

 

127,383

 

18.4 %

Adelington Design Group & Other

 

39,074

 

6.0 %

 

150,489

 

21.9 %

Total Net Sales

 

$

654,005

 

100.0 %

 

$

690,965

 

100.0 %

 

 

 

Six Months Ended

 

 

 

Six Months Ended

 

 

 

 

June 30, 2012

 

% of

 

July 2, 2011

 

% of

 

 

(26 Weeks)

 

Sales

 

(26 weeks)

 

Sales

OPERATING (LOSS) INCOME (a):

 

 

 

 

 

 

 

 

JUICY COUTURE

 

$

(37,760

)

(17.6)%

 

$

(19,577

)

(8.4)%

LUCKY BRAND

 

(26,834

)

(12.6)%

 

(26,254

)

(14.5)%

KATE SPADE

 

6,424

 

3.4 %

 

3,321

 

2.6 %

International-Based Direct Brands

 

-

 

 

(5,853

)

-     

Adelington Design Group & Other

 

(12,315

)

(31.5)%

 

(12,410

)

(8.2)%

Total Operating Loss

 

$

(70,485

)

(10.8)%

 

$

(60,773

)

(8.8)%

 

 

 

Six Months Ended

 

 

 

Six Months Ended

 

 

 

 

June 30, 2012

 

% to

 

July 2, 2011

 

% to

 

 

(26 Weeks)

 

Total

 

(26 weeks)

 

Total

NET SALES:

 

 

 

 

 

 

 

 

Domestic

 

$

628,774

 

96.1 %

 

$

662,350

 

95.9 %

International

 

25,231

 

3.9 %

 

28,615

 

4.1 %

Total Net Sales

 

$

654,005

 

100.0 %

 

$

690,965

 

100.0 %

 

 

 

Six Months Ended

 

 

 

Six Months Ended

 

 

 

 

June 30, 2012

 

% of

 

July 2, 2011

 

% of

 

 

(26 Weeks)

 

Sales

 

(26 weeks)

 

Sales

OPERATING (LOSS) INCOME:

 

 

 

 

 

 

 

 

Domestic

 

$

(61,070

)

(9.7) %

 

$

(68,526

)

(10.3) %

International

 

(9,415

)

(37.3) %

 

7,753

 

27.1  %

Total Operating Loss

 

$

(70,485

)

(10.8) %

 

$

(60,773

)

(8.8) %

 


(a)      Operating (loss) income includes charges related to streamlining initiatives and brand-exiting activities. Refer to the table entitled “Reconciliation of Non-GAAP Financial Information - Segment Reporting” for further information.

 


 


 

FIFTH & PACIFIC COMPANIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

(All amounts in thousands, except per common share data)

(Unaudited)

 

The following tables provide reconciliations of (i) Loss from Continuing Operations to Adjusted Loss from Continuing Operations (a) and (ii) Operating Loss to Adjusted Loss from Continuing Operations (a):

 

 

 

 

Three Months Ended

 

 

 

Six Months Ended

 

 

 

June 30, 2012

 

 

 

July 2, 2011

 

 

 

June 30, 2012

 

 

 

July 2, 2011

 

 

 

(13 Weeks)

 

 

 

(13 Weeks)

 

 

 

(26 Weeks)

 

 

 

(26 Weeks)

 

 

 

 

 

 

 

 

 

 

 

Loss from Continuing Operations

 

$

(49,551

)

$

(53,824

)

$

(101,281

)

$

(106,881

)

Streamlining initiatives and brand-exiting activities (b)

 

28,729

 

35,022

 

39,807

 

39,513

 

Loss (gain) on extinguishment of debt

 

2,788

 

(6,547

)

5,646

 

(6,547

)

Interest expense (c)

 

258

 

-   

 

530

 

-   

 

Benefit for income taxes

 

7,662

 

10,601

 

22,985

 

29,123

 

Adjusted Loss from Continuing Operations (a)

 

$

(10,114

)

$

(14,748

)

$

(32,313

)

$

(44,792

)

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

$

(37,543

)

$

(40,195

)

$

(70,485

)

$

(60,773

)

Streamlining initiatives and brand-exiting activities (b)

 

28,729

 

35,022

 

39,807

 

39,513

 

Adjusted Operating Loss (a)

 

(8,814

)

(5,173

)

(30,678

)

(21,260

)

 

 

 

 

 

 

 

 

 

 

Adjusted interest expense, net (d)

 

(12,010

)

(15,436

)

(24,078

)

(27,074

)

Other income (expense), net

 

4,842

 

(2,755

)

2,517

 

(23,895

)

Benefit for income taxes (e)

 

(5,868

)

(8,616

)

(19,926

)

(27,437

)

 

 

 

 

 

 

 

 

 

 

Adjusted Loss from Continuing Operations (a)

 

$

(10,114

)

$

(14,748

)

$

(32,313

)

$

(44,792

)

 

 

 

 

 

 

 

 

 

 

Adjusted Basic and Diluted Earnings per Common Share from Continuing Operations (a)(f)

 

$

(0.09

)

$

(0.16

)

$

(0.31

)

$

(0.47

)

 


(a)      Adjusted Operating Loss excludes streamlining initiatives and brand-exiting activities.  In addition to those items, Adjusted Loss from Continuing Operations and Adjusted Basic and Diluted Earnings per Common Share from Continuing Operations exclude (loss) gain on extinguishment of debt and interest expense related to a multi-employer pension plan, which is payable over four years.

(b)      During the three and six months ended June 30, 2012 and July 2, 2011, the Company recorded expenses related to its streamlining initiatives and brand-exiting activities as follows:

 

 

 

Three Months Ended

 

 

 

Six Months Ended

 

 

 

June 30, 2012

 

 

 

July 2, 2011

 

 

 

June 30, 2012

 

 

 

July 2, 2011

 

 

 

(13 Weeks)

 

 

 

(13 Weeks)

 

 

 

(26 Weeks)

 

 

 

(26 Weeks)

 

 

 

 

 

 

 

 

 

 

 

Payroll, contract termination costs, asset write-downs and other costs

 

$

27,008

 

$

34,211

 

$

37,328

 

$

37,863

 

Store closure and other brand-exiting activities

 

1,721

 

811

 

2,479

 

1,650

 

 

 

$

28,729

 

$

35,022

 

$

39,807

 

$

39,513

 

 

(c)       Represents interest expense related to a multi-employer pension withdrawal liability, which is payable over four years.

(d)      Excludes interest expense of $258 and $530 for the three and six months ended June 30, 2012, respectively, related to a multi-employer pension withdrawal liability, which is payable over four years.

(e)       Reflects a normalized tax rate based on estimated adjusted pretax loss.

(f)      As the Company incurred an adjusted loss from continuing operations for the three and six months ended June 30, 2012 and July 2, 2011, all potentially dilutive shares are antidilutive.  As such, basic and diluted weighted average shares outstanding are equal for such periods.

 



 

FIFTH & PACIFIC COMPANIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

SEGMENT REPORTING

(All amounts in thousands)

(Unaudited)

 

The following tables provide a reconciliation of Operating (Loss) Income to Adjusted Operating (Loss) Income, which excludes Streamlining Initiatives and Brand-Exiting Activities.

 

 

 

 

 

 

Three Months Ended
June 30, 2012 (13 Weeks)

 

 

 

 

 

 

JUICY
COUTURE

 

 

 

LUCKY
BRAND

 

 

 

KATE
SPADE

 

 

 

Adelington
Design Group &
Other

 

 

 

Total

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

$

104,947

 

$

112,035

 

$

100,889

 

$

18,987

 

$

336,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

$

(23,636

)

$

(11,450

)

$

2,149

 

$

(4,606

)

$

(37,543

)

Streamlining Initiatives and Brand-Exiting Activities

 

 

 

9,100

 

7,546

 

7,003

 

5,080

 

28,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Operating (Loss) Income

 

 

 

$

(14,536

)

$

(3,904

)

$

9,152

 

$

474

 

$

(8,814

)

% of Net Sales

 

 

 

(13.9) %

 

(3.5) %

 

9.1 %

 

2.5 %

 

(2.6) %

 

 

 

 

 

 

Three Months Ended

 

 

 

July 2, 2011 (13 Weeks)

 

 

 

JUICY
COUTURE

 

 

 

LUCKY
BRAND

 

 

 

KATE
SPADE

 

 

 

Adelington
Design Group &
Other

 

 

 

International-
Based
Direct Brands

 

 

 

Total

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

$

117,171

 

$

97,147

 

$

68,136

 

$

77,829

 

$

-   

 

$

360,283

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

$

(15,269

)

$

(10,033

)

$

1,658

 

$

(13,263

)

$

(3,288

)

$

(40,195

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Streamlining Initiatives and Brand-Exiting Activities

 

12,701

 

4,722

 

2,958

 

14,230

 

411

 

35,022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Operating (Loss) Income

 

$

(2,568

)

$

(5,311

)

$

4,616

 

$

967

 

$

(2,877

)

$

(5,173

)

% of Net Sales

 

(2.2) %

 

(5.5) %

 

6.8 %

 

1.2 %

 

-   

 

(1.4) %

 

 



 

FIFTH & PACIFIC COMPANIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

SEGMENT REPORTING

(All amounts in thousands)

(Unaudited)

 

The following tables provide a reconciliation of Net Sales to Adjusted Net Sales, which excludes Store Closure and Brand-Exiting Activities and of Operating (Loss) Income to Adjusted Operating (Loss) Income, which excludes Streamlining Initiatives and Brand-Exiting Activities.

 

 

 

 

 

 

Six Months Ended
June 30, 2012 (26 Weeks)

 

 

 

 

 

 

JUICY
COUTURE

 

 

 

LUCKY
BRAND

 

 

 

KATE
SPADE

 

 

 

Adelington
Design Group &
Other

 

 

 

Total

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

$

215,147

 

$

212,448

 

$

187,336

 

$

39,074

 

$

654,005

 

Store Closure and Brand-Exiting Activities

 

 

 

-   

 

-   

 

-   

 

514

 

514

 

Adjusted Net Sales

 

 

 

$

215,147

 

$

212,448

 

$

187,336

 

$

39,588

 

$

654,519

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

$

(37,760

)

$

(26,834

)

$

6,424

 

$

(12,315

)

$

(70,485

)

Streamlining Initiatives and Brand-Exiting Activities

 

 

 

11,931

 

10,214

 

9,247

 

8,415

 

39,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Operating (Loss) Income

 

 

 

$

(25,829

)

$

(16,620

)

$

15,671

 

$

(3,900

)

$

(30,678

)

% of Adjusted Net Sales

 

 

 

(12.0) %

 

(7.8) %

 

8.4 %

 

(9.9) %

 

(4.7) %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

July 2, 2011 (26 Weeks)

 

 

 

JUICY
COUTURE

 

 

 

LUCKY
BRAND

 

 

 

KATE
SPADE

 

 

 

Adelington
Design Group &
Other

 

 

 

International-
Based
Direct Brands

 

 

 

Total

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

$

232,471

 

$

180,622

 

$

127,383

 

$

150,489

 

$

-   

 

$

690,965

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

$

(19,577

)

$

(26,254

)

$

3,321

 

$

(12,410

)

$

(5,853

)

$

(60,773

)

Streamlining Initiatives and Brand-Exiting Activities

 

14,795

 

4,877

 

3,199

 

16,155

 

487

 

39,513

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Operating (Loss) Income

 

$

(4,782

)

$

(21,377

)

$

6,520

 

$

3,745

 

$

(5,366

)

$

(21,260

)

% of Net Sales

 

(2.1) %

 

(11.8) %

 

5.1 %

 

2.5 %

 

-   

 

(3.1) %

 

 


 


 

FIFTH & PACIFIC COMPANIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

(All amounts in thousands)

(Unaudited)

 

The following tables provide reconciliations of Net Sales to Comparable Adjusted Net Sales.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 2012

 

 

 

July 2, 2011

 

 

 

June 30, 2012

 

 

 

July 2, 2011

 

 

 

 

(13 Weeks)

 

 

 

(13 Weeks)

 

 

 

(26 Weeks)

 

 

 

(26 Weeks)

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

$

336,858

 

 

 

$

360,283

 

 

 

$

654,005

 

 

 

$

690,965

 

Brand-Exiting Activities

 

 

-

 

 

 

-

 

 

 

514

 

 

 

-

 

Adjusted Net Sales

 

 

336,858

 

 

 

360,283

 

 

 

654,519

 

 

 

690,965

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable Adjustments (a)

 

 

-

 

 

 

62,146

 

 

 

3,842

 

 

 

115,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable Adjusted Net Sales

 

 

$

336,858

 

 

 

$

298,137

 

 

 

$

650,677

 

 

 

$

575,237

 

 

 

(a)              Represents the removal of net sales for the following brands that have been sold or exited, but not presented as discontinued operations: Liz Claiborne / JCPenney apparel and handbags, Axcess, DKNY® Jeans, Dana Buchman apparel and the Company’s former Curve fragrance and related brands.

 



 

FIFTH & PACIFIC COMPANIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

(All amounts in thousands)

(Unaudited)

 

The following table provides reconciliations of Loss from Continuing Operations to: (i) EBITDA; (ii) Adjusted EBITDA; (iii) Adjusted EBITDA, Excluding Foreign Currency (Gains) Losses, Net; and (iv) Net Cash (Used in) Provided by Operating Activities.

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2012

 

 

July 2, 2011

 

 

June 30, 2012

 

 

July 2, 2011

 

 

 

 

(13 Weeks)

 

 

(13 Weeks)

 

 

(26 Weeks)

 

 

(26 Weeks)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Continuing Operations

 

 

$

(49,551

)

 

$

(53,824

)

 

$

(101,281

)

 

$

(106,881

)

Provision for income taxes

 

 

1,794

 

 

1,985

 

 

3,059

 

 

1,686

 

Interest expense, net

 

 

12,268

 

 

15,436

 

 

24,608

 

 

27,074

 

Depreciation and amortization, net (a)

 

 

15,722

 

 

18,412

 

 

32,514

 

 

36,777

 

Loss (gain) on extinguishment of debt

 

 

2,788

 

 

(6,547

)

 

5,646

 

 

(6,547

)

EBITDA

 

 

(16,979

)

 

(24,538

)

 

(35,454

)

 

(47,891

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charges due to streamlining initiatives and brand-exiting activities

 

 

28,729

 

 

35,022

 

 

39,807

 

 

39,513

 

Share-based compensation

 

 

2,144

 

 

1,697

 

 

5,596

 

 

3,433

 

Loss on asset disposals and impairments, net (b)

 

 

4,662

 

 

716

 

 

5,888

 

 

1,140

 

Adjusted EBITDA

 

 

18,556

 

 

12,897

 

 

15,837

 

 

(3,805

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency (gains) losses, net

 

 

(2,305

)

 

5,501

 

 

(272

)

 

26,485

 

Adjusted EBITDA, Excluding Foreign Currency (Gains) Losses, Net

 

 

16,251

 

 

18,398

 

 

15,565

 

 

22,680

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income tax (payments) refunds

 

 

(946

)

 

(920

)

 

254

 

 

89

 

Interest expense, net of amortization

 

 

(9,416

)

 

(12,120

)

 

(18,437

)

 

(20,565

)

Streamlining initiatives and brand-exiting activities, excluding non-cash charges

 

 

(7,901

)

 

(23,168

)

 

(15,223

)

 

(27,576

)

Changes in working capital and other assets and liabilities

 

 

(14,209

)

 

30,638

 

 

(29,370

)

 

13,406

 

Other (c)

 

 

(7,610

)

 

(4,593

)

 

(13,714

)

 

(70,658

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash (Used in) Provided by Operating Activities

 

 

$

(23,831

)

 

$

8,235

 

 

$

(60,925

)

 

$

(82,624

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA, Excluding Foreign Currency (Gains) Losses, Net

 

 

 

 

 

$

18,398

 

 

 

 

 

$

22,680

 

Adelington Design Group & Other closed and exited brands (d)

 

 

 

 

 

(11,081

)

 

 

 

 

(19,180

)

Comparable Adjusted EBITDA

 

 

 

 

 

$

7,317

 

 

 

 

 

$

3,500

 

 

 

(a)         Excludes amortization included in Interest expense, net.

 

(b)         Excludes depreciation included in Depreciation and amortization, net.

 

(c)         Includes discontinued operations and equity in earnings of equity investees.

 

(d)         Represents estimated adjusted EBITDA for the following: Liz Claiborne / JCPenney apparel and handbags, Axcess, DKNY® Jeans, Dana Buchman apparel and the Company’s former Curve fragrance and related brands.

 



 

FIFTH & PACIFIC COMPANIES, INC.

AVAILABILITY UNDER REVOLVING CREDIT FACILITY

(In thousands)

 

 

 

June 30, 2012

 

 

 

 

 

Total Revolving Credit Facility Size (a)

 

$

350,000

 

 

 

 

 

 

 

 

 

Borrowing Base (a)

 

$

385,613

 

 

 

 

 

Outstanding Borrowings

 

16,179

 

 

 

 

 

Letters of Credit Issued (b)

 

28,200

 

 

 

 

 

Available Capacity

 

$

305,621

 

 

 

 

 

Excess Capacity (c)

 

$

260,621

 

 

(a)     Availability under the revolving credit facility is the lesser $350 million or a borrowing base comprised primarily of eligible accounts receivable and inventory.

 

(b)     Included $1 million of outstanding MEXX letters of credit that were cash collateralized as of the MEXX closing on October 31, 2011.

 

(c)     Excess capacity represents available capacity reduced by the minimum required aggregate borrowing availability of $45 million.