001-13057 | 13-2622036 |
(Commission File Number) | (IRS Employer Identification No.) |
650 MADISON AVENUE, NEW YORK, NEW YORK | 10022 | |
(Address of Principal Executive Offices) | (Zip Code) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
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ITEM 2.02.
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS.
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(a)
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Financial Statements of Business Acquired.
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(b)
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Pro Forma Financial Information.
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(c)
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Shell Company Transactions.
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(d)
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Exhibits.
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EXHIBIT NO.
99.1
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DESCRIPTION
Press Release, dated February 8, 2012
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RALPH LAUREN CORPORATION
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Date: February 8, 2012
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By:
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/s/ Tracey T. Travis | |
Name: Tracey T. Travis | |||
Title: Senior Vice President and Chief Financial Officer | |||
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Third Quarter Revenues Grew 17% to $1.8 Billion and Comparable Store Sales Rose 12%
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Operating Income Rose 10% to $270 million in the Third Quarter
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Third Quarter Diluted EPS Was $1.78
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The Company Raises Its Fiscal 2012 Sales and Profit Outlook
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Wholesale Sales. Wholesale sales of $750 million in the third quarter were 11% above the prior year period. Double-digit growth in the United States and Europe was supported by strong demand for core apparel merchandise, particularly men’s and childrenswear. Wholesale revenue growth also benefited from the transition of certain formerly licensed home product categories to directly controlled wholesale operations. The transition of certain Japanese wholesale distribution to directly operated concession shops was a meaningful offset to wholesale revenue growth in the third quarter.
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For the first nine months of Fiscal 2012, wholesale sales were $2.4 billion, 19% above the prior year period. The year-over-year increase in wholesale sales reflects higher global demand for core apparel merchandise and growing distribution of emerging accessories products. Year-to-date wholesale sales also include incremental home product revenues as a result of the transition of certain formerly licensed home product categories to directly controlled wholesale operations. The transition of certain Japanese wholesale distribution to directly operated concession shops was a partial offset to wholesale revenue growth in the first nine months of Fiscal 2012.
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Retail Sales. Retail sales rose 22% to $1.0 billion from $822 million in the third quarter last year, reflecting the contribution from new stores and concession shops, including incremental revenues from newly transitioned South Korean operations, and comparable store sales growth. Comparable store sales increased 12%, reflecting a 31% increase at RalphLauren.com, 7% growth at Ralph Lauren stores, 9% expansion at factory stores and 17% growth at Club Monaco stores.
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Retail sales for the first nine months of Fiscal 2012 were $2.7 billion, 29% above the prior year period. Year-to-date comparable store sales rose 14%, reflecting 29% growth at RalphLauren.com, an 8% increase at Ralph Lauren stores, 14% growth at factory stores and 19% expansion at Club Monaco stores.
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Licensing. Licensing revenues of $50 million in the third quarter were 1% below the prior year period. Higher domestic apparel product licensing and global fragrance royalties were more than offset by lower international and home product licensing royalties due to the transition of certain formerly licensed operations to directly controlled operations.
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Licensing royalties of $137 million in the first nine months of Fiscal 2012 were 2% greater than the prior year period. Higher domestic apparel product licensing
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royalties more than offset lower international and home product licensing royalties due to the transition of certain formerly licensed operations to directly controlled operations.
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Wholesale Operating Income. Wholesale operating income declined 11% to $116 million in the third quarter of Fiscal 2012 from $130 million last year. Wholesale
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operating margin was 15.4% in the third quarter, 390 basis points below the prior year period, primarily as a result of cost of goods inflation, incremental expenses associated with the transition of certain formerly licensed home operations and the global launch of Denim & Supply.
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Wholesale operating income increased 8% in the first nine months of Fiscal 2012 to $513 million from $476 million last year. Wholesale operating margin for the first nine months of Fiscal 2012 was 21.2%, or 230 basis points below the prior year period, primarily a result of cost of goods inflation and incremental expenses associated with the transition of certain formerly licensed home operations. Expense leverage on higher global wholesale sales partially mitigated the decline in wholesale operating margin.
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Retail Operating Income. Retail operating income was $194 million, 27% greater than the $153 million achieved in the third quarter of Fiscal 2011, and retail operating margin was 19.3% compared to 18.6% in the prior year period. The growth in retail operating income and the expansion in margin are a result of strong comparable store sales growth and improved profitability in international markets. The improved retail segment profitability was partially offset by cost of goods inflation and continued investment in global e-commerce development.
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Retail operating income increased 42% in the first nine months of Fiscal 2012 to $514 million from $362 million in the prior year period, and the retail operating margin was 19.2%, or 170 basis points greater than the first nine months of Fiscal 2011. The growth in retail operating income and the expansion in margin are a result of strong comparable store sales growth and improved profitability in international markets. The improved retail segment profitability was partially offset by cost of goods inflation and expenses related to newly transitioned South Korean operations.
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Licensing Operating Income. Licensing operating income increased 7% to $32 million from $30 million in the third quarter of Fiscal 2011, primarily due to lower net costs associated with the transition of formerly licensed operations to directly controlled operations.
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Licensing operating income for the first nine months of Fiscal 2012 rose 7% to $87 million from $81 million in the prior year period, primarily due to lower net costs associated with the transition of formerly licensed operations to directly controlled operations.
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RALPH LAUREN CORPORATION
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CONSOLIDATED BALANCE SHEETS
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Prepared in accordance with Generally Accepted Accounting Principles
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(in millions)
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(Unaudited)
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December 31,
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April 2,
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January 1,
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||||||||||
2011
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2011
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2011
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 815.8 | $ | 453.0 | $ | 643.4 | ||||||
Short-term investments
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386.3 | 593.9 | 599.4 | |||||||||
Accounts receivable, net of allowances
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440.2 | 442.8 | 338.1 | |||||||||
Inventories
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894.7 | 702.1 | 697.7 | |||||||||
Income tax receivable
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9.8 | 57.8 | 3.1 | |||||||||
Deferred tax assets
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101.9 | 92.1 | 82.3 | |||||||||
Prepaid expenses and other
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177.8 | 136.3 | 149.1 | |||||||||
Total current assets
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2,826.5 | 2,478.0 | 2,513.1 | |||||||||
Non-current investments
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72.5 | 83.6 | 65.5 | |||||||||
Property and equipment, net
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826.5 | 788.8 | 756.4 | |||||||||
Deferred tax assets
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72.2 | 76.7 | 137.5 | |||||||||
Goodwill
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1,013.4 | 1,016.3 | 996.7 | |||||||||
Intangible assets, net
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370.2 | 387.7 | 392.0 | |||||||||
Other assets
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145.2 | 150.0 | 147.4 | |||||||||
Total assets
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$ | 5,326.5 | $ | 4,981.1 | $ | 5,008.6 | ||||||
LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$ | 169.7 | $ | 141.3 | $ | 107.8 | ||||||
Income tax payable
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142.8 | 8.9 | 39.9 | |||||||||
Accrued expenses and other
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666.7 | 681.8 | 644.8 | |||||||||
Total current liabilities
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979.2 | 832.0 | 792.5 | |||||||||
Long-term debt
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265.6 | 291.9 | 275.1 | |||||||||
Non-current liability for unrecognized tax benefits
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162.8 | 156.4 | 144.7 | |||||||||
Other non-current liabilities
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389.2 | 396.1 | 383.3 | |||||||||
Total liabilities
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1,796.8 | 1,676.4 | 1,595.6 | |||||||||
Equity:
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Common stock
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1.2 | 1.2 | 1.2 | |||||||||
Additional paid-in-capital
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1,567.0 | 1,444.7 | 1,394.2 | |||||||||
Retained earnings
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3,966.5 | 3,435.3 | 3,381.0 | |||||||||
Treasury stock, Class A, at cost
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(2,211.7 | ) | (1,792.3 | ) | (1,545.4 | ) | ||||||
Accumulated other comprehensive income
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206.7 | 215.8 | 182.0 | |||||||||
Total equity
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3,529.7 | 3,304.7 | 3,413.0 | |||||||||
Total liabilities and equity
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$ | 5,326.5 | $ | 4,981.1 | $ | 5,008.6 |
RALPH LAUREN CORPORATION
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CONSOLIDATED STATEMENTS OF OPERATIONS
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Prepared in accordance with Generally Accepted Accounting Principles
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(in millions, except per share data)
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(Unaudited)
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Three Months Ended
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December 31,
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January 1,
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2011
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2011
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Wholesale Net Sales
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$ | 750.0 | $ | 676.3 | ||||
Retail Net Sales
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1,006.0 | 821.6 | ||||||
Net Sales
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1,756.0 | 1,497.9 | ||||||
Licensing Revenue
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49.6 | 50.1 | ||||||
Net Revenues
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1,805.6 | 1,548.0 | ||||||
Cost of Goods Sold (a)
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(774.0 | ) | (640.1 | ) | ||||
Gross Profit
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1,031.6 | 907.9 | ||||||
Selling, General & Administrative Expenses (a)
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(754.3 | ) | (655.3 | ) | ||||
Amortization of Intangible Assets
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(7.2 | ) | (6.3 | ) | ||||
Total Operating Expenses
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(761.5 | ) | (661.6 | ) | ||||
Operating Income
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270.1 | 246.3 | ||||||
Foreign Currency Gains (Losses)
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(2.2 | ) | (2.6 | ) | ||||
Interest Expense
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(6.3 | ) | (4.3 | ) | ||||
Interest and Other Income, Net
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2.7 | 1.8 | ||||||
Equity in Income (Loss) of Equity-Method Investees
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(2.2 | ) | (2.8 | ) | ||||
Income Before Provision for Income Taxes
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262.1 | 238.4 | ||||||
Provision for Income Taxes
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(93.1 | ) | (70.0 | ) | ||||
Net Income
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$ | 169.0 | $ | 168.4 | ||||
Net Income Per Share - Basic
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$ | 1.83 | $ | 1.76 | ||||
Net Income Per Share - Diluted
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$ | 1.78 | $ | 1.72 | ||||
Weighted Average Shares Outstanding - Basic
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92.2 | 95.5 | ||||||
Weighted Average Shares Outstanding - Diluted
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94.9 | 98.1 | ||||||
Dividends declared per share
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$ | 0.20 | $ | 0.10 | ||||
(a) Includes total depreciation expense of:
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$ | (49.6 | ) | $ | (44.1 | ) |
RALPH LAUREN CORPORATION
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CONSOLIDATED STATEMENTS OF OPERATIONS
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Prepared in accordance with Generally Accepted Accounting Principles
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(in millions, except per share data)
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(Unaudited)
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Nine Months Ended
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December 31,
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January 1,
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2011
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2011
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Wholesale Net Sales
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$ | 2,418.5 | $ | 2,026.1 | ||||
Retail Net Sales
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2,680.8 | 2,072.9 | ||||||
Net Sales
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5,099.3 | 4,099.0 | ||||||
Licensing Revenue
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137.3 | 134.4 | ||||||
Net Revenues
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5,236.6 | 4,233.4 | ||||||
Cost of Goods Sold (a)
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(2,164.9 | ) | (1,725.4 | ) | ||||
Gross Profit
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3,071.7 | 2,508.0 | ||||||
Selling, General & Administrative Expenses (a)
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(2,146.9 | ) | (1,761.6 | ) | ||||
Amortization of Intangible Assets
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(21.8 | ) | (18.5 | ) | ||||
Total Operating Expenses
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(2,168.7 | ) | (1,780.1 | ) | ||||
Operating Income
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903.0 | 727.9 | ||||||
Foreign Currency Gains (Losses)
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(4.2 | ) | (1.2 | ) | ||||
Interest Expense
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(18.8 | ) | (13.2 | ) | ||||
Interest and Other Income, Net
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9.3 | 5.2 | ||||||
Equity in Income (Loss) of Equity-Method Investees
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(5.2 | ) | (4.8 | ) | ||||
Income Before Provision for Income Taxes
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884.1 | 713.9 | ||||||
Provision for Income Taxes
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(297.5 | ) | (219.5 | ) | ||||
Net Income
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$ | 586.6 | $ | 494.4 | ||||
Net Income Per Share - Basic
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$ | 6.32 | $ | 5.15 | ||||
Net Income Per Share - Diluted
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$ | 6.14 | $ | 5.01 | ||||
Weighted Average Shares Outstanding - Basic
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92.8 | 96.0 | ||||||
Weighted Average Shares Outstanding - Diluted
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95.6 | 98.7 | ||||||
Dividends declared per share
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$ | 0.60 | $ | 0.30 | ||||
(a) Includes total depreciation expense of:
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$ | (146.4 | ) | $ | (124.3 | ) |
RALPH LAUREN CORPORATION
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OTHER INFORMATION
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(in millions)
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(Unaudited)
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SEGMENT INFORMATION
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Net revenues and operating income for the periods ended December 31, 2011 and January 1, 2011 for each segment were as follows:
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Three Months Ended
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Nine Months Ended
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December 31,
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January 1,
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December 31,
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January 1,
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2011
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2011
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2011
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2011
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Net revenues:
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Wholesale
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$ | 750.0 | $ | 676.3 | $ | 2,418.5 | $ | 2,026.1 | ||||||||
Retail
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1,006.0 | 821.6 | 2,680.8 | 2,072.9 | ||||||||||||
Licensing
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49.6 | 50.1 | 137.3 | 134.4 | ||||||||||||
Total Net Revenues
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$ | 1,805.6 | $ | 1,548.0 | $ | 5,236.6 | $ | 4,233.4 | ||||||||
Operating Income (Loss):
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Wholesale
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$ | 115.5 | $ | 130.3 | $ | 513.1 | $ | 475.9 | ||||||||
Retail
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194.4 | 152.9 | 513.5 | 362.0 | ||||||||||||
Licensing
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31.9 | 29.7 | 86.8 | 80.8 | ||||||||||||
341.8 | 312.9 | 1,113.4 | 918.7 | |||||||||||||
Less:
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Unallocated Corporate Expenses
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(71.7 | ) | (66.6 | ) | (210.4 | ) | (190.8 | ) | ||||||||
Total Operating Income
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$ | 270.1 | $ | 246.3 | $ | 903.0 | $ | 727.9 |
RALPH LAUREN CORPORATION
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Constant Currency Financial Measures
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(in millions)
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(Unaudited)
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Same - Store Sales Data
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Three Months Ended
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Nine Months Ended
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As Reported
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Constant Currency
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As Reported
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Constant Currency
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Ralph Lauren Stores (a)
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7 | % | 5 | % | 8 | % | 4 | % | ||||||||
Factory Stores
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9 | % | 9 | % | 14 | % | 12 | % | ||||||||
Club Monaco
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17 | % | 17 | % | 19 | % | 19 | % | ||||||||
RalphLauren.com
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31 | % | 31 | % | 29 | % | 29 | % | ||||||||
Total
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12 | % | 12 | % | 14 | % | 12 | % | ||||||||
(a) Includes comparable sales for concession shops.
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Operating Segment Data
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Three Months Ended
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% Change
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December 31, 2011
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January 1, 2011
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As Reported
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Constant Currency
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Wholesale Net Sales
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$ | 750.0 | $ | 676.3 | 10.9 | % | 11.0 | % | ||||||||
Retail Net Sales
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1,006.0 | 821.6 | 22.4 | % | 21.7 | % | ||||||||||
Net Sales
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1,756.0 | 1,497.9 | 17.2 | % | 16.8 | % | ||||||||||
Licensing Revenue
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49.6 | 50.1 | (1.0 | %) | (1.6 | %) | ||||||||||
Net Revenue
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$ | 1,805.6 | $ | 1,548.0 | 16.6 | % | 16.2 | % | ||||||||
Nine Months Ended
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% Change
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December 31, 2011
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January 1, 2011
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As Reported
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Constant Currency
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Wholesale Net Sales
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$ | 2,418.5 | $ | 2,026.1 | 19.4 | % | 17.0 | % | ||||||||
Retail Net Sales
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2,680.8 | 2,072.9 | 29.3 | % | 26.5 | % | ||||||||||
Net Sales
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5,099.3 | 4,099.0 | 24.4 | % | 21.8 | % | ||||||||||
Licensing Revenue
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137.3 | 134.4 | 2.2 | % | 1.2 | % | ||||||||||
Net Revenue
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$ | 5,236.6 | $ | 4,233.4 | 23.7 | % | 21.1 | % |