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KATE Kate Spade 3 27 14 Lender Presentation
KATE Kate Spade 3 27 14 Lender Presentation
II. Introduction
3
I. Transaction Overview
4
Executive Summary
2013 marked a year of transformation for Kate Spade & Company (the Company)
Sold the intellectual property of Juicy Couture brand
Sold Lucky Brand to an affiliate of Leonard Green & Partners, L.P.
Combined estimated net proceeds from the sale transactions: $370 - $380 million (1)
Kate Spade continued its market leading performance
2013 Kate Spade Brand Net Sales and Segment Adjusted EBITDA of $743 million and $130 million (2), respectively
Direct-to-consumer comp sales +28% in FY2013 (3) and Net sales +60% in FY2013
Completed major steps in achieving omni-channel capability in U.S.: strengthened e-commerce presence and established new POS
system
Successfully transitioned U.S. distribution center and logistics business model
Strengthened capital structure via equitizing convertible bonds and executing 2 sale-leaseback transactions on administrative properties
Kate Spade is seeking to raise a new $400 million Term Loan B. The Company recently launched a refinancing of its existing ABL Revolving
Credit Facility, which will be down-sized from $350 million to $200 million (collectively, the Transaction)
Net Proceeds from the Transaction will be used to redeem the Companys existing 10.500% Senior Secured Notes due 2019 and repay existing
ABL Facility borrowings
Giving effect to the Transaction, Total Leverage and Lease-Adjusted Leverage will be 4.5x and 5.6x, respectively, based on FY2013
Comparable Adjusted EBITDA of $91 million (4) and FY2013 rent expense of $44 million
The Kate Spade trademark is valued in excess of $1.0 billion (5) providing an implied loan-to-priority collateral value of 38.6% reflecting the new
$400 million Term Loan B
(1) Net proceeds are subject to finalization of restructuring costs and other transitional-related costs, including the expected receipt of $51 million for the Juicy Couture 5th Avenue Flagship Store.
(2) Segment Adjusted EBITDA is as reported in the Companys 2013 Annual Report on Form 10-K and is used by the Company as the measure of segment profitability and excludes certain corporate
costs. For more information about Segment Adjusted EBITDA, see Note 18 to the financial statements for FY2013 included in such Annual Report. Kate Spade Segment Adjusted EBITDA of $130
million in 2013 excludes: (i) $27.2 million of depreciation and amortization expense, asset impairment charges and losses on asset disposals and (ii) $2.0 million of charges due to streamlining
initiatives, brand-exiting activities and acquisition related costs.
(3) Inclusive of eCommerce.
(4) FY2013 Comparable Adjusted EBITDA is a non-GAAP performance measure that the Company uses to measure the performance of its business after giving effect to the dispositions of the Juicy
Couture and Lucky Brand businesses and certain corporate cost savings. A reconciliation of Comparable Adjusted EBITDA to consolidated operating income can be found on Slide 55. Comparable
Adjusted EBITDA includes a benefit of $3 million of incremental Adjusted EBITDA related to the acquisition of existing KATE SPADE businesses in Southeast Asia from Globalluxe that was completed in
February 2014, as if such acquisition had been completed on the first day of the Companys fiscal year that ended on December 28, 2013.
(5) Brand valuation from VRC Report dated 3.21.2014.
5
Transaction Overview
Sources & Uses Pro Forma Capitalization
Credit Statistics
(3)
FY2013 Comparable Adjusted EBITDA $91 $91
FY2013 Comparable Adjusted EBITDAR 135 135
($ in Millions)
$5,000 $4,668
$4,500
$4,000
Approx 2.6x 11.7x
$3,500
Valuation Coverage
$3,000
$2,500
$2,000
$1,500 >$1bn
$1,035
$1,000
$400
$500
$0
(1) (2)
Trademark Value (1)
Brand Value Market Value of Equity New Term Loan B
(Term
(Term Loan
Loan Priority
Priority
Collateral)
Collateral)
Kate Spade Term Loan benefits from a >$1 billion Trademark Valuation and a
$4.7 billion Equity Market Capitalization
8
Transaction Timeline
March 2014 April 2014 May 2014
Sun Mon Tue Wed Thu Fri Sat Sun Mon Tue Wed Thu Fri Sat
1 1 2 3 4 5
2 3 4 5 6 7 8 6 7 8 9 10 11 12
9 10 11 12 13 14 15 13 14 15 16 17 18 19
16 17 18 19 20 21 22 20 21 22 23 24 25 26
23 24 25 26 27 28 29 27 28 29 30
30 31
Key Event
Timeline: Event:
9
II. Introduction
10
Company Overview
Kate Spade & Company designs and markets accessories and Net Revenue By Channel
apparel under three global, multichannel lifestyle brands:
kate spade new york (ksny) Wholesale
Kate Spade Saturday & Licensing
Jack Spade ~30%
Offers range of products in the accessible luxury space
~50% Brick and
Heritage rooted in handbags and small leather goods Mortar
Growing portfolio of product categories to create full lifestyle
brand ~20%
eCommerce
Other accessories in elastic categories including jewelry,
watches and fragrance
Channel agnostic route to customers Specialty Retail, Outlets and Net Revenue By Geography (3)
highly penetrated eCommerce channel
Strong international business operates directly and with partners in Rest of World
23 countries
Asia 3%
Adelington Design Group private brand jewelry design and
development division and Lizwear which is sold through the club store 17%
channel
FY2013 Kate Spade & Company Comparable Net Sales (1) and
Comparable Adjusted EBITDA (2) of $803 million and $91 million
(1) FY2013 Comparable Net Sales is a non-GAAP performance measure that the Company uses to measure the performance of its
business after giving effect to the dispositions of the Juicy Couture and Lucky Brand businesses and is calculated by subtracting $462
million of FY2013 Juicy Couture net sales from FY2013 consolidated net sales. Does not include the net sales impact of the
acquisition of existing KATE SPADE businesses in Southeast Asia from Globalluxe. 80%
(2) FY2013 Comparable Adjusted EBITDA is a non-GAAP performance measure that the Company uses to measure the performance of
its business after giving effect to the dispositions of the Juicy Couture and Lucky Brand businesses and certain corporate cost U.S. & Canada
savings. A reconciliation of Comparable Adjusted EBITDA to consolidated operating income can be found on Slide 55. Comparable
Adjusted EBITDA includes a benefit of $3 million of incremental Adjusted EBITDA related to the acquisition of existing KATE SPADE
businesses in Southeast Asia from Globalluxe that was completed in February 2014, as if such acquisition had been completed on the
first day of the Companys fiscal year that ended on December 28, 2013.
(3) On a retail sales equivalent basis. 11
Summary of Recent Strategic Transactions
Juicy Couture Lucky Brand Jeans
Authentic Brands Group (ABG) acquired the IP of Leonard Green & Partners acquired the Lucky
the Juicy Couture brand for $195 million in cash in Brand business in February 2014 for $225 million
November 2013
$140 million in cash
Retain the existing retail store portfolio, which $85 million in the form of a prepayable 3 year
will be converted / exited as part of the wind- seller note
down $8 million cash interest per annum
Commenced wind-down under business-as- Additional PIK interest of $417k per
usual conditions month accrued and payable at
Paying a royalty for the use of the Juicy settlement
Couture brand (minimum of $10 million)
Kate Spade & Company entered into a Transition
An orderly wind-down is in effect, which is Services Agreement (TSA) with Leonard Green
expected to continue through June 2014
Expected to span up to 24 months in totality,
Early termination of 5th Avenue store lease with various aspects rolling off over time
for $51 million in proceeds, expected to close Will be P&L neutral to the Company
in the first half of 2014
Currently evaluating options regarding the
remaining real estate portfolio
Identified ~30 highly appealing locations
earmarked for conversion to Kate Spade-
branded stores
$1,784
$1,505
$743
$1,345
$462
$313
$130
$132 $95
$106 $57
$82
14
Kate Spades (Brand Level) Significant Momentum
Comparable Store Sales Growth
58%
38%
34% 31%
27% 27% 30%
22% 22%
1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13
76%
72% 73%
69%
64% 63% 65%
57%
46% 48% 48%
35%
1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13
(1) Kate Spade Japan was a joint venture between Sanei and Kate
Spade formed in August 2009 to operate the kate spade new york,
Kate Spade Saturday and Jack Spade businesses in Japan. On 15
October 31, 2012, the Company acquired the 51% interest in the
JV held by Sanei for $41 million.
Kate Spades (Brand Level) Significant Momentum (Contd)
Rolling LTM Segment Adjusted EBITDA (1) ($mm)
$130
$110
$102
$95 $97
$91
$73 $76
$66
$57
4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 FY2013
Total Company
Sales Productivity (3) ($ / sq. ft.) Comp Adj. EBITDA (2)
$1,226 $1,265
$1,144 $1,167
$1,105
$1,019 $1,052
$955 $989
$570
4Q09 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13
(1) Segment Adjusted EBITDA is as reported in the Companys 2013 Annual Report on Form 10-K and is used by the Company as the measure of segment profitability and excludes certain corporate costs. For more information about Segment Adjusted
EBITDA, see Note 18 to the financial statements for FY2013 included in such Annual Report.
(2) FY2013 Comparable Adjusted EBITDA is a non-GAAP performance measure that the Company uses to measure the performance of its business (including corporate costs) after giving effect to the dispositions of the Juicy Couture and Lucky Brand
businesses and certain corporate cost savings. A reconciliation of Comparable Adjusted EBITDA to consolidated operating income can be found on Slide 55. Comparable Adjusted EBITDA includes a benefit of $3 million of incremental Adjusted
EBITDA related to the acquisition of existing KATE SPADE businesses in Southeast Asia from Globalluxe that was completed in February 2014, as if such acquisition had been completed on the first day of the Companys fiscal year that ended on
December 28, 2013.
(3) Defined as net sales divided by the average of beginning and end of period gross square feet and excludes e- commerce net sales.
16
III. Business Overview
17
Our Key Brands
eCommerce
Private brand jewelry design and development division and Lizwear which is sold through the club
store channel
2013 Net Sales of $60 million
18
(1) Store count as at December 28, 2013.
Product Category Mix
Diverse product portfolio rooted in handbags
Best-known handbag company after Coach, yet with
Ready-to-Wear,
enormous market share opportunity(1)
Jewelry, Footwear and
Accessible price points of $198 - $298 to aspirational Other Accessories
price points of $598 - $1,298 27%
22
Adelington Design Group
Private brand jewelry design and development division and Lizwear which is sold through the club store
channel
Providing fashionable, on-trend jewelry that represents a compelling value proposition both for wholesale
customers and end consumers
Serve J.C. Penney via exclusive supplier agreements for the Liz Claiborne and Monet jewelry lines
Trifari classic inspired jewelry addressing the needs of a more traditional customer and kensie
contemporary jewelry sold at department stores
Recently added the license for Trina Turk, sold at Trina Turk retail stores and department stores
High ROI business with small team, little overhead with virtually no capex and minimal investment in
working capital
Although non-strategic, Adelington is operationally synergistic to kate spade new york and Kate Spade
Saturdays jewelry categories
Wholly self sufficient and appropriately scaled operation
Non-distracting to management
23
Attractive Distribution Channels
Specialty Retail Outlet International eCommerce Wholesale Licensing
88 North American 42 carefully 73 Specialty retail Virtual brand ~390 wholesale 12 existing license
stores selected North locations Flagship stores customers with arrangements
American locations Shipping to 13 ~500 doors
Key driver of 9 ksny Outlet countries worldwide Currently
distribution Attracts a different stores Growth strategy categories include
Innovative, engaging
strategy customer who focused on table-top
and customer-
does not shop in existing door accessories,
Three business centric
the Specialty productivity vs. footwear, eyewear
A place to models used Rich content
channel significant door and tech
experience and drives longer expansion in accessories
interact with our visits with core categories
brand in person Non-cannibalizing frequent and
with controlled roll- repeat traffic Long, strong Largely untapped,
out relationships with margin accretive
Luxury mall-based Strong social
premier U.S. opportunity,
and street media
department store especially in home
locations integration
partners dcor
Industry-leading
execution and Extensive network
customer of overseas
experience distribution
partners
~50% ~20% ~30%
24
Note: Represents company-operated retail stores only.
Specialty Retail
Company-operated Specialty Retail Store Count
161 locations: 88 North America, 30 International (Japan,
Brazil, U.K. and Southeast Asia) and 43 concessions
300+
65 partner-operated Specialty and travel retail stores
Typical North American ksny store averages ~2,000 sq. ft.
161
Flagship stores will deliver a new level of product breadth 121
and customer experience fully profitable; not loss-leaders
38 44 50
Extensive future growth opportunities
Plans for ~40 company-operated new specialty retail
stores and concessions globally in 2014 2009 2010 2011 2012 2013 Potential
KSNY
JS
Sat
514944_1.WOR NY007LA7
25
Outlet
Company-operated Outlet Store Count
51 locations: 42 North America and 9 International
locations
125+
5 partner-operated Outlets in key international markets
Highly profitable channel
Caters to customers who aspire to Kate Spade, but
may not be able to afford full-price offering 51
514944_1.WOR NY007LA7
26
eCommerce
eCommerce Penetration vs. Select Peers
Best-in-class platform with robust penetration
Award-wining eCommerce site ranked #3
in the prestigious Digital IQ Index ~29%
~10%
~10%
~7%
~2%
27
International Business Models
Go To Market Strategy
Company-
Global Strategy Based on 5 Pillars Country/Region Operated JV Distrib.
1. Brand consistency
Japan
28
International Stores
Hong Kong Ginza, Japan
U.K.
29
Wholesale
Key North American Wholesale Relationships
A leading accessible lifestyle luxury brand in premier
department stores in the U.S. and around the world
30
Licensing
31
Design / Merchandising Process
Concept Presentation
Creative Director shares vision of the season
Set mood, color palettes, print / artwork direction
Sketch Review
Designers present sketches, bringing to life the creative vision while incorporating all business objectives
Merchandising and Design align on the product that will go to proto-type development
Proto review
Creative Director, Design and Merchandising review all proto-types
Tweaks and changes discussed, and final market sample order is determined
Market
Samples arrive and Design and Merchandising review for final edits
32
Technology Investments
33
Supply Chain & Distribution
Kate Spade & Company does not own or operate any manufacturing facilities
Li & Fung acts as the primary global apparel and accessories buying / sourcing agent for all brands in
our portfolio (2)
Most products are purchased as completed product "packages" from our manufacturing contractors
The contractor purchases all necessary raw materials and other product components according to our
specifications
When we do not purchase "packages," we obtain fabrics, trimmings and other raw materials in bulk from
various suppliers, which are delivered to our manufacturing contractors for use in our products
We maintain internal staff responsible for overseeing product safety compliance, irrespective of our agency
agreement with Li & Fung
Distribution in the U.S. primarily occurs out of the Company leased West Chester, OH facility which is
operated by Ridge Global (3PL provider)
35
Credit Highlights
36
1 Accessible Luxury Brands with Differentiated
Points of View
PRICE
(high)
AESTHETICS AESTHETICS
(modern) (traditional)
(Low)
37
1 Accessible Luxury Brands with Differentiated
Mens Bags
Points of View
500
400
Average Price ($)
300
200
100
38
1 Accessible Luxury Brands with Differentiated
Points of View
PRICE
(high)
AESTHETICS AESTHETICS
(modern) (traditional)
marimekko
(Low)
39
2 Strong Positioning in Attractive Accessories Category
Key Attributes of Accessories Category LTM Dec-13 Revenue Composition
$4,981
Higher margin
Note: Kate Spade 2013 represents Kate Spade brand revenues only. 40
(1) On a retail sales equivalent basis.
3 Multiple Layers of Diversity
Net Sales By Channel Net Sales By Product Type (1)
Ready-to-Wear, Jewelry,
Footwear and Other
Accessories
27%
Wholesale
& Licensing
~30% 73%
Handbags &
Small Leather
Goods
Rest of World
Asia 3%
17%
eCommerce ~20%
80%
U.S. & Canada
68.9% 69.8%
60.9%
47.6%
29.5% 28.2%
Kate Spade Brand Company-operated Store Count Kate Spade Brand Adjusted EBITDA
$130 (1)
212
(1)
$95 $91 (2)
153
$57 (1)
79
43
5 Numerous Levers to Drive Sustained Long Term Growth
Fuel Kate Spade New
York Top Line
Momentum
44
6 Experienced Management Team Responsible for Building
the Business
Name / Position / Tenure Joined Prior Retail Experience
George M. Carrara April 2012 CFO & COO - Fifth & Pacific Companies, Inc.
President, Chief Operating Officer COO - Tommy Hilfiger
& Chief Financial Officer EVP, US Operations Wholesale & Retail - Tommy Hilfiger
CFO & COO, Wholesale Operations - Tommy Hilfiger
CFO & COO - Mirage Apparel Group
Certified Public Accountant - PwC Entreprenerial Services &
Consumer Products Group
Thomas Linko July 2012 CFO & COO - Juicy Couture
(1)
Chief Financial Officer - Juicy Couture CFO, DG USA at Delta Galil Industries Ltd
SVP, Finance - Tommy Hilfiger North America
VP, Finance - Tommy Hilfiger Europe
Senior Business Analyst - Liz Claiborne Inc.
Linda Yanussi April 2012 VP, Information Technology - Fifth & Pacific Companies, Inc.
Senior Vice President, Glob al Operations SVP, Operations & Logistics, North America - Tommy Hilfiger
& Information Technology VP, Operations - Tommy Hilfiger
46
Historical Financial Performance
Kate Spade Brand Net Sales Kate Spade Brand Adjusted EBITDA
(1)
$130
($ in Millions) $743
(1) (2)
$95 $91
$462 (1)
$57
$313
SG&A $448 Kate Spade Segment Adjusted EBITDA in FY2013 was $130.5
% of Sales 55.8% million (17.6% of net sales), compared to $95.0 million (20.6% of
net sales) in FY2012 (includes Unallocated Corporate Costs)
Operating Income $49 KATE SPADE Segment Adjusted EBITDA for 2013 included
Operating Margin % 6.1% $5.7 million of incremental from Kate Spade Japan.
Q4 2013 vs. Q4 2012 increase reflects gross profit increase
Comparable Adjusted EBITDA $91
partially offset by increase in SG&A related to direct-to-consumer
expansion
(1) Financial measures presented on a Comparable basis for FY2013 are non-GAAP measures that Increase also includes SG&A associated with KSJ and launch of
the Company uses to measure the performance of its business (including corporate costs) after
giving effect to the dispositions of the Juicy Couture and Lucky Brand businesses and certain
Kate Spade SATURDAY
corporate cost savings. A reconciliation of Comparable Adjusted EBITDA to consolidated operating Decrease in Segment Adjusted EBITDA margin resulted from the
income can be found on Slide 55. Comparable Adjusted EBITDA includes a benefit of $3 million of
incremental Adjusted EBITDA related to the acquisition of existing KATE SPADE businesses in reporting impact of the Kate Spade Japan acquisition, launch of
Southeast Asia from Globalluxe that was completed in February 2014, as if such acquisition had Kate Spade SATURDAY and expansion of Jack Spade
been completed on the first day of the Companys fiscal year that ended on December 28, 2013.
(2) Segment Adjusted EBITDA is as reported in the Companys 2013 Annual Report on Form 10-K and
is used by the Company as the measure of segment profitability and excludes certain corporate
costs. For more information about Segment Adjusted EBITDA, see Note 18 to the financial
statements for FY2013 included in such Annual Report.
48
Comparable Adjusted Q4 Financial Performance
Fourth Quarter 2013 Fourth Quarter 2012 Net Sales
Comparable Comparable
($ in millions) Net sales for Kate Spade during Q4 2013 were $256 million, a
Adjusted (1) Adjusted (1)
48.0% increase compared to Q4 2012
Store counts and key operating metrics are as follows:
Total Net Sales $275 $195
Ended Q4 with 118 specialty retail stores, 51 outlet stores and
43 concessions
Kate Spade 256 173
Reflects the net opening of 37 specialty retail stores, 11
outlet stores and 11 concessions over the last 12 months;
ADG 20 23
Average retail square footage in Q4 2013 was ~303 thousand
square feet, a 52.5% increase compared to FY2012;
Gross Profit 170 121
Sales per square foot for comparable stores for the latest
twelve months were $1,265; and
Margin % 61.6% 61.9% Comparable direct-to-consumer sales (inclusive of e-
commerce) increased 30% in the Q4 2013.
SG&A 126 92
Free cash flow generation will be used to support strategic growth plan and
pay down outstanding debt balances
No intent to initiate dividend or share repurchase program
No material acquisitions in the foreseeable future
Financial Guidelines No plans to incur permanent funded debt under ABL Facility
Achieve Total Adjusted EBITDA between $115 and $125 million in FY2014
50
Well Capitalized Balance Sheet
$'mm Comment
Proceeds:
New Term Loan B $400
Proceeds from Sale of Juicy 195
Proceeds from Sale of Lucky 225 Includes $85mm seller note
$871
Juicy / Lucky Restructuring Costs 100 Principally lease & employee severance
2014E Capex 100 Principally for ~50 new stores planned in 2014
$726
51
Appendix
52
2014 Strategic Plan
Open ~35 stores in North America in 2014
Fuel kate spade new Open ~55 stores internationally in 2014 (includes 25-30 with partners)
york top line Use pricing to encourage entry, and trade up the loyalist
momentum Focus on growth via elastic categories; expand into new categories
Launch e-commerce platforms in U.K. and via partners in Asia
Evolve our industry More targeted communication to consumers using improved CRM capability
leading customer Roll out gold service selling and service program to A-level stores
experience Expand e-commerce site with broad kate spade new york offering: Global Flagship
International partnerships (India, Russia, Asia and South America) and Travel Retail
Enhance use of
Accelerate product licensing initiatives (including sub-brands)
partnerships for margin
Technology collaborations
expansion
Home: bigger, sooner
Strengthen foundation Apply early learnings to product assortment and marketing mix
of Kate Spade Saturday Grow customer base beyond kate spade new york
brand for future Focus on eCommerce
growth Test new store formats
53
Reconciliation of Non-GAAP Financial Information
December 28, 2013 December 29, 2012 December 28, 2013 December 29, 2012
$ in thousands (13 Weeks) (13 Weeks) (52 Weeks) (52 Weeks)
Adjusted EBITDA, Net of Foreign Currency Transaction Adjustments (As Reported) 83,706
Less: Lucky Reported Segment Adjusted EBITDA 2,047
Plus: FY2013 Lucky EBITDA (Included in Discontinued Operations) 47,000
Other Immaterial Adjustments (1,000)
Company-wide Adjusted EBITDA $131,753
(1) Amounts do not include equity in the losses of equity method investees of $196 and $771 or the three months ended December 28, 2013 and December 29, 2012, respectively and
$1,179 and $1,245 for the years ended December 28, 2013 and December 29, 2012, respectively.
(2) Excludes amortization included in Interest expense, net.
(3) Includes share-based compensation expense of $3.3 million and $3.8 million for the three and twelve months ended December 28, 2013, respectively, that was classified as restructuring.
(4) Reflects the sale of the JUICY COUTURE trademark in the fourth quarter of 2013.
54
Reconciliation of Non-GAAP Financial Information (Contd)
For the Fiscal Year Ended December 28, 2013 Streamlining
Initiatives & Less: Juicy
Brand-Exiting Couture Corporate & Comparable
As Reported (1) Activities (2) Adjusted Results (3) Other (4) Adjusted (5)
_______________
(1)
Represents the results of Kate Spade & Company in accordance with accounting principles generally accepted in the US.
(2)
Represents charges due to streamlining initiatives, brand-exiting activities and acquisition related costs.
(3)
Represents the historical sales and gross margin and the Adjusted SG&A and Segment Adjusted EBITDA of the Juicy Couture segment. Adjusted SG&A excludes charges due to streamlining initiatives, brand-exiting activities and
acquisition related costs. Segment Adjusted EBITDA excludes depreciation and amortization, charges due to streamlining initiatives, brand-exiting activities, losses on asset disposals and impairments.
(4)
Corporate and other principally represents adjustments to reflect Corporate Costs on an annualized Adjusted EBITDA basis of $(53) million and certain expenses included in Juicy Couture historical results that were not directly
attributable to Juicy Couture and therefore will not be presented as discontinued operations when the Juicy Couture wind-down is complete.
(5)
Does not include a benefit of $3 million of incremental Adjusted EBITDA related to the acquisition of existing KATE SPADE businesses in Southeast Asia from Globalluxe that was completed in February 2014, as if such acquisition had
been completed on the first day of the Companys fiscal year that ended on December 28, 2013.
(6)
Excludes amortization included in Interest expense, net.
(7)
Includes foreign currency transaction gains and losses and equity in losses of equity investees.
(8)
Includes foreign currency transaction gains and losses, equity in losses of equity investees and gain on sale of trademark .
55
Reconciliation of Non-GAAP Financial Information (Contd)
For the Three Months Ended December 28, 2013
Streamlining
Initiatives & Less: Juicy
Brand-Exiting Couture Corporate & Comparable
As Reported (1) Activities (2) Adjusted Results (3) Other (4) Adjusted
_______________
(1)
Represents the results of Kate Spade & Company in accordance with accounting principles generally accepted in the US.
(2)
Represents charges due to streamlining initiatives, brand-exiting activities and acquisition related costs.
(3)
Represents the historical sales and gross margin and the Adjusted SG&A and Segment Adjusted EBITDA of the Juicy Couture segment. Adjusted SG&A excludes charges due to streamlining initiatives, brand-exiting activities and
acquisition related costs. Segment Adjusted EBITDA excludes depreciation and amortization, charges due to streamlining initiatives, brand-exiting activities, losses on asset disposals and impairments.
(4)
Corporate and other principally represents adjustments to reflect Corporate Costs on an annualized Adjusted EBITDA basis of $(53) million and certain expenses included in Juicy Couture historical results that were not directly
attributable to Juicy Couture and therefore will not be presented as discontinued operations when the Juicy Couture wind-down is complete.
(5)
Excludes amortization included in Interest expense, net.
(6)
Includes foreign currency transaction gains and losses and equity in losses of equity investees.
(7)
Includes foreign currency transaction gains and losses, equity in losses of equity investees and loss on sale of trademark .
56
Organizational Structure
Kate Spade & Company
(Delaware)
Juicy Couture Juicy Couture Juicy Couture KS China Kate Spade Kate Spade
Canada INC. Europe Limited Inc. Kate Spade Kate Spade Kate Spade
Co. Ltd. Retail Hong Hong Kong
(Canada) (U.K.) (California) U.K. Ltd. U.K. Ltd. Macau
(Hong Kong Ltd. Ltd. LIZ Foreign B.V.
(France (Ireland (Hong
Kong) (Hong (Taiwan (Netherlands)
Branch) Branch) Kong)
(40%) Kong) Branch)
Juicy Juicy
Juicy
Couture Couture
Couture
Europe Europe
Ireland
Limited Limited
Limited
(Spain (Portugal
(Ireland)
Branch) Branch)
US Tax Classification and Operating Status Legend
Corporation
Branch/Rep Office
Mexx Far East LTD.
(Hong Kong)
Shanghai Zhong Controlled Foreign Corporation
Haw Costume &
Accessories Co. Disregarded Entity
Ltd (China) Fifth & Pacific
(33%) Companies Mexx Shenzhen Ltd.
International Limited (China) 10/50 Foreign Corporation
(Hong Kong)
57