MICHAEL KORS HOLDINGS LTD, 10-K filed on 5/27/2015
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Mar. 28, 2015
Sep. 27, 2014
May 20, 2014
Document Information [Line Items]
 
 
 
Document Type
10-K 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Mar. 28, 2015 
 
 
Document Fiscal Year Focus
2015 
 
 
Document Fiscal Period Focus
FY 
 
 
Trading Symbol
KORS 
 
 
Entity Registrant Name
MICHAEL KORS HOLDINGS LTD 
 
 
Entity Central Index Key
0001530721 
 
 
Current Fiscal Year End Date
--03-28 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
 
198,700,035 
Entity Public Float
 
$ 14,237,144,924 
 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Mar. 28, 2015
Mar. 29, 2014
Current assets
 
 
Cash and cash equivalents
$ 978,922 
$ 971,194 
Receivables, net
363,419 
298,006 
Inventories
519,908 
426,938 
Deferred tax assets
27,739 
30,539 
Prepaid expenses and other current assets
127,443 
50,492 
Total current assets
2,017,431 
1,777,169 
Property and equipment, net
562,934 
350,678 
Intangible assets, net
61,541 
48,034 
Goodwill
14,005 
14,005 
Deferred tax assets
2,484 
3,662 
Other assets
33,498 
23,425 
Total assets
2,691,893 
2,216,973 
Current liabilities
 
 
Accounts payable
142,818 
143,563 
Accrued payroll and payroll related expenses
62,869 
54,703 
Accrued income taxes
25,507 
47,385 
Deferred tax liabilities
3,741 
Accrued expenses and other current liabilities
95,146 
62,719 
Total current liabilities
330,081 
308,370 
Deferred rent
88,320 
76,785 
Deferred tax liabilities
10,490 
5,887 
Other long-term liabilities
22,037 
19,800 
Total liabilities
450,928 
410,842 
Commitments and contingencies
   
   
Shareholders' equity
 
 
Ordinary shares, no par value; 650,000,000 shares authorized; 206,486,699 shares issued and 199,656,833 outstanding at March 28, 2015; 204,291,345 shares issued and 204,261,580 outstanding at March 29, 2014
Treasury shares, at cost (6,829,866 shares at March 28, 2015 and 29,765 shares at March 29, 2014)
(497,724)
(2,447)
Additional paid-in capital
636,732 
527,213 
Accumulated other comprehensive loss
(66,804)
(6,373)
Retained earnings
2,168,761 
1,287,738 
Total shareholders' equity
2,240,965 
1,806,131 
Total liabilities and shareholders' equity
$ 2,691,893 
$ 2,216,973 
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Mar. 28, 2015
Mar. 29, 2014
Ordinary shares, par value
$ 0 
$ 0 
Ordinary shares, shares authorized
650,000,000 
650,000,000 
Ordinary shares, shares issued
206,486,699 
204,291,345 
Ordinary shares, shares outstanding
199,656,833 
204,261,580 
Treasury shares
6,829,866 
29,765 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Mar. 28, 2015
Mar. 29, 2014
Mar. 30, 2013
Net sales
$ 4,199,666 
$ 3,170,522 
$ 2,094,757 
Licensing revenue
171,803 
140,321 
86,975 
Total revenue
4,371,469 
3,310,843 
2,181,732 
Cost of goods sold
1,723,818 
1,294,773 
875,166 
Gross profit
2,647,651 
2,016,070 
1,306,566 
Selling, general and administrative expenses
1,251,431 
926,913 
621,536 
Depreciation and amortization
138,425 
79,654 
54,291 
Impairment of long-lived assets
822 
1,332 
725 
Total operating expenses
1,390,678 
1,007,899 
676,552 
Income from operations
1,256,973 
1,008,171 
630,014 
Other income
(3,117)
Interest expense, net
215 
393 
1,524 
Foreign currency loss
4,052 
131 
1,363 
Income before provision for income taxes
1,255,823 
1,007,647 
627,127 
Provision for income taxes
374,800 
346,162 
229,525 
Net income
881,023 
661,485 
397,602 
Weighted average ordinary shares outstanding:
 
 
 
Basic
202,680,572 
202,582,945 
196,615,054 
Diluted
205,865,769 
205,638,107 
201,540,144 
Net income per ordinary share:
 
 
 
Basic
$ 4.35 
$ 3.27 
$ 2.02 
Diluted
$ 4.28 
$ 3.22 
$ 1.97 
Statements of Comprehensive Income:
 
 
 
Net income
881,023 
661,485 
397,602 
Foreign currency translation adjustments
(91,293)
(34)
(4,006)
Net gains (losses) on derivatives
30,862 
(2,878)
1,280 
Comprehensive income
$ 820,592 
$ 658,573 
$ 394,876 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $)
In Thousands, except Share data
Total
Ordinary Shares
Additional Paid-in Capital
Treasury Shares
Accumulated Other Comprehensive (Loss) Income
Retained Earnings
Beginning Balance at Mar. 31, 2012
$ 456,237 
$ 0 
$ 228,321 
$ 0 
$ (735)
$ 228,651 
Beginning Balance (in shares) at Mar. 31, 2012
 
192,731,390 
 
 
 
 
Net income
397,602 
397,602 
Foreign currency translation adjustment
(4,006)
(4,006)
Net gain (loss) on derivatives (net of taxes of $0.1 million in March 30,2013, $0.4 million in March 29,2014 and $3.6 million in March 28, 2015 )
1,280 
1,280 
Total comprehensive income
394,876 
Issuance of restricted shares (in shares)
 
18,541 
 
 
 
 
Issuance of restricted shares
 
Exercise of employee share options (in shares)
 
8,704,477 
 
 
 
 
Exercise of employee share options
30,435 
30,435 
Equity compensation expense
20,932 
20,932 
Tax benefits on exercise of share options
144,508 
144,508 
Contributed capital - services from former parent
258 
258 
Ending Balance at Mar. 30, 2013
1,047,246 
424,454 
(3,461)
626,253 
Ending Balance (in shares) at Mar. 30, 2013
 
201,454,408 
 
 
 
 
Net income
661,485 
661,485 
Foreign currency translation adjustment
(34)
(34)
Net gain (loss) on derivatives (net of taxes of $0.1 million in March 30,2013, $0.4 million in March 29,2014 and $3.6 million in March 28, 2015 )
(2,878)
(2,878)
Total comprehensive income
658,573 
Issuance of restricted shares (in shares)
 
250,654 
 
 
 
 
Issuance of restricted shares
 
Exercise of employee share options (in shares)
 
2,586,283 
 
 
 
 
Exercise of employee share options
18,988 
18,988 
Equity compensation expense
29,078 
29,078 
Tax benefits on exercise of share options
54,693 
54,693 
Purchase of Treasury Shares
 
 
 
(29,765)
 
 
Purchase of treasury shares
(2,447)
(2,447)
Ending Balance at Mar. 29, 2014
1,806,131 
527,213 
(2,447)
(6,373)
1,287,738 
Ending Balance (in shares) at Mar. 29, 2014
204,291,345 
204,291,345 
 
(29,765)
 
 
Net income
881,023 
881,023 
Foreign currency translation adjustment
(91,293)
(91,293)
Net gain (loss) on derivatives (net of taxes of $0.1 million in March 30,2013, $0.4 million in March 29,2014 and $3.6 million in March 28, 2015 )
30,862 
30,862 
Total comprehensive income
820,592 
Issuance of restricted shares (in shares)
 
413,108 
 
 
 
 
Issuance of restricted shares
 
Exercise of employee share options (in shares)
1,782,246 
1,782,246 
 
 
 
 
Exercise of employee share options
15,313 
15,313 
Equity compensation expense
48,936 
48,936 
Tax benefits on exercise of share options
45,270 
45,270 
Purchase of Treasury Shares
 
 
 
(6,800,101)
 
 
Purchase of treasury shares
(495,277)
(495,277)
Ending Balance at Mar. 28, 2015
$ 2,240,965 
$ 0 
$ 636,732 
$ (497,724)
$ (66,804)
$ 2,168,761 
Ending Balance (in shares) at Mar. 28, 2015
206,486,699 
206,486,699 
 
(6,829,866)
 
 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Mar. 28, 2015
Mar. 29, 2014
Mar. 30, 2013
Net unrealized gain on derivatives, taxes
$ 3.6 
$ 0.4 
$ 0.1 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Mar. 28, 2015
Mar. 29, 2014
Mar. 30, 2013
Cash flows from operating activities
 
 
 
Net income
$ 881,023 
$ 661,485 
$ 397,602 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
138,425 
79,654 
54,291 
Equity compensation expense
48,936 
29,078 
20,932 
Deferred income taxes
6,232 
(29,905)
3,222 
Non-cash litigation related costs
5,651 
2,009 
Amortization of deferred rent
5,053 
6,333 
3,245 
Loss on disposal of fixed assets
1,938 
3,758 
229 
Impairment and write-off of property and equipment
822 
1,332 
725 
Amortization of deferred financing costs
746 
746 
703 
Tax benefits on exercise of share options
(45,270)
(54,693)
(144,508)
Foreign currency (gains) losses
(1,467)
131 
1,363 
Loss (income) earned on joint venture
(130)
(354)
Non-cash charges for services provided by former parent
258 
Change in assets and liabilities:
 
 
 
Receivables, net
(83,336)
(104,372)
(73,080)
Inventories
(112,418)
(158,243)
(81,108)
Prepaid expenses and other current assets
(20,152)
(5,222)
(3,866)
Other assets
(6,333)
(4,274)
Accounts payable
5,809 
55,916 
17,698 
Accrued expenses and other current liabilities
21,865 
124,317 
151,231 
Other long-term liabilities
10,475 
25,359 
14,894 
Net cash provided by operating activities
857,869 
633,055 
363,837 
Cash flows from investing activities
 
 
 
Capital expenditures
(356,209)
(184,738)
(121,321)
Purchase of intangible assets
(29,224)
(28,822)
(8,546)
Investment in joint venture
(2,940)
Equity method investments
(1,960)
(3,232)
Loans receivable - joint venture
(6,000)
Net cash used in investing activities
(388,373)
(215,520)
(139,099)
Cash flows from financing activities
 
 
 
Repurchase of treasury shares
(495,277)
(2,447)
Tax benefits on exercise of share options
45,270 
54,693 
144,508 
Exercise of employee share options
15,313 
18,988 
30,435 
Repayments of borrowings under revolving credit agreement
(21,120)
(38,954)
Borrowings under revolving credit agreement
21,120 
16,280 
Payment of deferred financing costs
(176)
(1,708)
Net cash provided by financing activities
(434,694)
71,058 
150,561 
Effect of exchange rate changes on cash and cash equivalents
(27,074)
(4,683)
(1,641)
Net increase in cash and cash equivalents
7,728 
483,910 
373,658 
Beginning of period
971,194 
487,284 
113,626 
End of period
978,922 
971,194 
487,284 
Supplemental disclosures of cash flow information
 
 
 
Cash paid for interest
729 
699 
484 
Cash paid for income taxes
373,314 
280,667 
70,500 
Supplemental disclosure of noncash investing and financing activities
 
 
 
Accrued capital expenditures
$ 32,876 
$ 16,324 
$ 12,289 
Business and Basis of Presentation
Business and Basis of Presentation

1. Business and Basis of Presentation

Michael Kors Holdings Limited (“MKHL,” and together with its subsidiaries, the “Company”) was incorporated in the British Virgin Islands (“BVI”) on December 13, 2002. The Company is a leading designer, marketer, distributor and retailer of branded women’s apparel and accessories and men’s apparel bearing the Michael Kors tradename and related trademarks “MICHAEL KORS,” “MICHAEL MICHAEL KORS,” and various other related trademarks and logos. The Company’s business consists of retail, wholesale and licensing segments. Retail operations consist of collection stores and lifestyle stores, including concessions and outlet stores, located primarily in the United States, Canada, Europe and Japan, as well as e-commerce. Wholesale revenues are principally derived from major department and specialty stores located throughout the United States, Canada and Europe. The Company licenses its trademarks on products such as fragrances, beauty, eyewear, leather goods, jewelry, watches, coats, men’s suits, swimwear, furs and ties, as well as through geographic licenses.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company utilizes a 52 to 53 week fiscal year ending on the Saturday closest to March 31. As such, each of the fiscal years ending on March 28, 2015, March 29, 2014, and March 30, 2013 (“Fiscal 2015,” “Fiscal 2014” and “Fiscal 2013,” respectively) consist of 52 weeks.

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, sales returns, sales discounts and doubtful accounts, estimates of inventory recovery, the valuation of share-based compensation, valuation of deferred taxes and the estimated useful lives used for amortization and depreciation of intangible assets and property and equipment. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation.

Revenue Recognition

Revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred, the price has been fixed and determinable and collectability is reasonably assured. The Company recognizes retail store revenues upon sale of its products to retail consumers, net of estimated returns. Revenue from sales through the Company’s e-commerce site is recognized at the time of delivery to the customer, reduced by an estimate of returns. Wholesale revenue is recognized net of estimates for sales returns, discounts, markdowns and allowances, after merchandise is shipped and the title and risk of loss are transferred to the Company’s wholesale customers. To arrive at net sales for retail, gross sales are reduced by actual customer returns as well as by a provision for estimated future customer returns, which is based on management’s review of historical and current customer returns. Sales taxes collected from retail customers are presented on a net basis and, as such, are excluded from revenue. To arrive at net sales for wholesale, gross sales are reduced by provisions for estimated future returns, based on current expectations, as well as trade discounts, markdowns, allowances, operational chargebacks, and certain cooperative selling expenses. These estimates are based on such factors as historical trends, actual and forecasted performance, and market conditions, which are reviewed by management on a quarterly basis.

 

The following table details the activity and balances of the Company’s sales reserves for the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013 (in thousands):

 

     Balance
Beginning
of Year
     Amounts
Charged to
Revenue
     Write-offs
Against
Reserves
     Balance
at
Year End
 

Retail

           

Return Reserves:

           

Fiscal year ended March 28, 2015

   $ 2,320       $ 57,031       $ (56,873    $ 2,478   

Fiscal year ended March 29, 2014

     3,146         45,632         (46,458      2,320   

Fiscal year ended March 30, 2013

     1,659         35,448         (33,961      3,146   
     Balance
Beginning
of Year
     Amounts
Charged to
Revenue
     Write-offs
Against
Reserves
     Balance
at
Year End
 

Wholesale

           

Total Sales Reserves:

           

Fiscal year ended March 28, 2015

   $ 65,921       $ 281,032       $ (259,408    $ 87,545   

Fiscal year ended March 29, 2014

     43,009         203,465         (180,553      65,921   

Fiscal year ended March 30, 2013

     30,381         135,450         (122,822      43,009   

Royalty revenue generated from product licenses, which includes contributions for advertising, is based on reported sales of licensed products bearing the Company’s tradenames at rates specified in the license agreements. These agreements are also subject to contractual minimum levels. Royalty revenue generated by geography-specific licensing agreements is recognized as it is earned under the licensing agreements based on reported sales of licensees applicable to specified periods, as outlined in the agreements. These agreements allow for the use of the Company’s tradenames to sell its branded products in specific geographic regions.

Advertising

Advertising and marketing costs are expensed when incurred and are reflected in general and administrative expenses. Advertising and marketing expense was $103.6 million, $65.7 million and $41.9 million in Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively.

Cooperative advertising expense, which represents the Company’s participation in advertising expenses of its wholesale customers, is reflected as a reduction of net sales. Expenses related to cooperative advertising for Fiscal 2015, Fiscal 2014, and Fiscal 2013, were $8.0 million, $7.3 million and $5.1 million, respectively.

Shipping and Handling

Shipping and handling costs were $92.6 million, $78.6 million and $29.1 million for Fiscal 2015, Fiscal 2014, and Fiscal 2013, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less are considered to be cash equivalents. Included in the Company’s cash and cash equivalents as of March 28, 2015 and March 29, 2014 are credit card receivables of $15.8 million and $16.0 million, respectively, which generally settle within two to three business days.

Inventories

Inventories consist of finished goods and are stated at the lower of cost or market value. Cost is determined using the weighted-average cost method. Costs include amounts paid to independent manufacturers, plus duties and freight to bring the goods to the Company’s warehouses, which are located in the United States, Holland, Canada, Japan and Hong Kong. The Company continuously evaluates the composition of its inventory and makes adjustments when the cost of inventory is not expected to be fully recoverable. The net realizable value of the Company’s inventory is estimated based on historical experience, current and forecasted demand, and market conditions. In addition, reserves for inventory loss are estimated based on historical experience and physical inventory counts. The Company’s inventory reserves are estimates, which could vary significantly from actual results if future economic conditions, customer demand or competition differ from expectations. Our historical estimates of these adjustments have not differed materially from actual results.

 

Store Pre-opening Costs

Costs associated with the opening of new retail stores and start up activities, are expensed as incurred.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization (carrying value). Depreciation is recorded on a straight-line basis over the expected remaining useful lives of the related assets. Equipment, furniture and fixtures, are depreciated over five to seven years, computer hardware and software are depreciated over three to five years and in-store shops are amortized over three to four years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated remaining useful lives of the related assets or the remaining lease term, including highly probable renewal periods. The Company includes all depreciation and amortization expense as a component of total operating expenses, as the underlying long-lived assets are not directly or indirectly related to bringing the Company’s products to their existing location and condition. Maintenance and repairs are charged to expense in the year incurred.

The Company’s share of the cost of constructing in-store shop displays within its wholesale customers’ floor-space (“shop-in-shops”), which is paid directly to third-party suppliers, is capitalized as property and equipment and is generally amortized over a useful life of three or four years.

The Company capitalizes, in property and equipment, direct costs incurred during the application development stage and the implementation stage for developing, purchasing or otherwise acquiring software for its internal use. These costs are amortized over the estimated useful lives of the software, generally five years. All costs incurred during the preliminary project stage, including project scoping and identification and testing of alternatives, are expensed as incurred.

Finite-Lived Intangible Assets

The Company’s finite-lived intangible assets consist of trademarks and lease rights and are stated at cost less accumulated amortization. Trademarks are amortized over twenty years and lease rights are amortized over the terms of the related lease agreements, including highly probable renewal periods, on a straight-line basis.

Impairment of Long-lived Assets

The Company evaluates its long-lived assets, including fixed assets and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The Company’s impairment testing is based on its best estimate of its future operating cash flows. If the sum of estimated undiscounted future cash flows associated with the asset is less than the asset’s carrying value, an impairment charge is recognized, which is measured as the amount by which the carrying value exceeds the fair value of the asset. These estimates of cash flow require significant management judgment and certain assumptions about future volume, sales and expense growth rates, devaluation and inflation. As such, these estimates may differ from actual cash flows.

Goodwill

The Company performs an assessment of goodwill on an annual basis, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business.

The Company assesses its goodwill for impairment initially using a qualitative approach (“step zero”) to determine whether it is more likely than not that the fair value of goodwill is greater than its carrying value. If the results of the qualitative assessment indicate that it is not more likely than not that the fair value of goodwill exceeds its carrying value, a quantitative goodwill analysis would be performed to determine if impairment is required. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, require the Company’s management to make certain assumptions and estimates regarding certain industry trends and future profitability of the Company’s reporting units. If the carrying amount of a reporting unit exceeds its fair value, the Company would compare the implied fair value of the reporting unit goodwill to its carrying value. To compute the implied fair value, the Company would assign the fair value of the reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. If the carrying value of the reporting unit goodwill exceeded the implied fair value of the reporting unit goodwill, the Company would record an impairment loss to write down such goodwill to its implied fair value. The valuation of goodwill is affected by, among other things, the Company’s business plan for the future and estimated results of future operations. Future events could cause the Company to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired.

During the fourth quarter of Fiscal 2015, the Company performed its annual impairment analysis using a qualitative approach. Based on the results of its assessment, the Company concluded that the carrying amounts of all reporting units were significantly exceeded by their respective fair values, and there were no reporting units at risk of impairment. There were no impairment charges related to goodwill in any of the fiscal periods presented.

Joint Venture Investments

The Company accounts for its investment it its Latin American joint venture as an equity method investment and records it in other assets in the Company’s consolidated balance sheets. During Fiscal 2013, the Company made a non-recourse loan to this joint venture for approximately $6.0 million, which accrues at a 5% annual rate. The purpose of the loan was to provide working capital for the joint venture’s operations. The $6.0 million loan is repayable at the time of the expiration of the joint venture agreement, along with accrued interest payable at the expiration date. The loan, along with accrued interest, is recorded in other assets in the Company’s consolidated balance sheets.

Share-based Compensation

The Company grants share-based awards to certain employees and directors of the Company. The grant date fair value of share options is calculated using the Black-Scholes option pricing model. The closing market price at the grant date is used to determine the grant date fair value of restricted shares, restricted shares units (RSUs) and performance RSUs. These fair values are recognized as expense over the requisite service period, net of estimated forfeitures, based on expected attainment of pre-established performance goals for performance grants, or the passage of time for those grants which have only time-based vesting requirements.

The Company’s expected volatility is based on the average volatility rates of similar actively traded companies over the Company’s estimated expected holding periods. The expected holding period for performance-based options is based on the period to expiration, which is generally 9-10 years, which directly correlates to the Company’s service period requirement for such options. The expected holding period for time-based options is calculated using the simplified method, which uses the vesting term of the options, generally 4 years, and the contractual term of 7 years, resulting in a holding period of 4.5-4.75 years. The simplified method was chosen as a means to determine the Company’s estimated holding period, as prior to December 2011, the Company was privately held and, as such, there is insufficient historical option exercise experience. The risk-free interest rate is derived from the zero-coupon U.S. Treasury Strips yield curve based on the grant’s estimated holding period. Determining the grant date fair value of share-based awards requires considerable judgment, including estimating expected volatility, expected term and risk-free rate. If factors change and the Company employs different assumptions, the fair value of future awards and the resulting share-based compensation expense may differ significantly from what the Company has estimated in the past.

Foreign Currency Translation and Transactions

The financial statements of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. The Company’s functional currency is the United States Dollar (“USD”) for MKHL and its United States based subsidiaries. Assets and liabilities are translated using period-end exchange rates, while revenues and expenses are translated using average exchange rates over the reporting period. The resulting translation adjustments are recorded separately in shareholders’ equity as a component of accumulated other comprehensive income (loss). Foreign currency income and losses resulting from the re-measuring of transactions denominated in a currency other than the functional currency of a particular entity are included in foreign currency loss on the Company’s consolidated statements of operations.

Derivative Financial Instruments

The Company uses forward currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain of its transactions. The Company in its normal course of business enters into transactions with foreign suppliers and seeks to minimize risks related to these transactions. The Company employs these forward currency contracts to hedge the Company’s cash flows, as they relate to foreign currency transactions. Certain of these contracts are designated as hedges for accounting purposes, while others remain undesignated. All of the Company’s derivative instruments are recorded in the Company’s consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation.

The Company designates certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges. Formal hedge documentation is prepared for all derivative instruments designated as hedges, including description of the hedged item and the hedging instrument, the risk being hedged, and the manner in which hedge effectiveness will be assessed prospectively and retrospectively. The effective portion of changes in the fair value for contracts designated as cash flow hedges is recorded in equity as a component of accumulated other comprehensive income (loss) until the hedged item effects earnings. When the inventory related to forecasted inventory purchases that are being hedged is sold to a third party, the gains or losses deferred in accumulated other comprehensive income (loss) are recognized within cost of goods sold. The Company uses regression analysis to assess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the change in the related hedged item. Effectiveness is assessed on a quarterly basis and any portion of the designated hedge contracts deemed ineffective is recorded to other income. If the hedge is no longer expected to be highly effective in the future, future changes in the fair value are recognized in earnings. For those contracts that are not designated as hedges, changes in the fair value are recorded in other income in the Company’s consolidated statements of operations. The Company classifies cash flows relating to its derivative instruments consistently with the classification of the hedged item, within cash from operating activities.

The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors, adhering to established limits for credit exposure. The aforementioned forward contracts generally have a term of no more than 12 months. The period of these contracts is directly related to the foreign transaction they are intended to hedge.

Income Taxes

Deferred income tax assets and liabilities have been provided for temporary differences between the tax bases and financial reporting bases of the Company’s assets and liabilities using the tax rates and laws in effect for the periods in which the differences are expected to reverse. The Company periodically assesses the realizability of deferred tax assets and the adequacy of deferred tax liabilities, based on the results of local, state, federal or foreign statutory tax audits or estimates and judgments used.

Realization of deferred tax assets associated with net operating loss and tax credit carryforwards is dependent upon generating sufficient taxable income prior to their expiration in the applicable tax jurisdiction. The Company periodically reviews the recoverability of its deferred tax assets and provides valuation allowances, as deemed necessary, to reduce deferred tax assets to amounts that more-likely-than-not will be realized. The Company’s management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within various taxing jurisdictions, expectations of future taxable income, the carryforward periods remaining and other factors. Changes in the required valuation allowance are recorded in income in the period such determination is made. Deferred tax assets could be reduced in the future if the Company’s estimates of taxable income during the carryforward period are significantly reduced or alternative tax strategies are no longer viable.

The Company recognizes the impact of an uncertain income tax position taken on its income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will be recognized if it has less than a 50% likelihood of being sustained. The tax positions are analyzed periodically (at least quarterly) and adjustments are made as events occur that warrant adjustments for those positions. The Company records interest expense and penalties payable to relevant tax authorities as income tax expense.

Rent Expense, Deferred Rent and Landlord Construction Allowances

The Company leases office space, retail stores and distribution facilities under agreements that are classified as operating leases. Many of these operating leases include contingent rent provisions (percentage rent), and/or provide for certain landlord allowances related to tenant improvements and other relevant items. The recognition of rent expense for an operating lease commences on the earlier of the related lease commencement date or the date of possession of the property. Rent expense is calculated by recognizing total minimum rental payments (net of any rental abatements, construction allowances and other rental concessions) on a straight-line basis over the lease term. The difference between straight-line rent expense and rent paid is recorded as deferred rent, which is classified within short-term and long-term liabilities in the Company’s consolidated balance sheets. The Company accounts for landlord allowances and incentives as a component of deferred rent, which is amortized over the lease term as a reduction of rent expense. The Company records rent expense as a component of selling, general and administrative expenses.

Deferred Financing Costs

The Company defers costs directly associated with acquiring third party financing. These deferred costs are amortized on a straight-line basis, which approximates the effective interest method, as interest expense over the term of the related indebtedness. As of March 28, 2015, deferred financing costs were $2.1 million, net of accumulated amortization of $3.6 million. As of March 29, 2014, deferred financing costs were $2.9 million, net of accumulated amortization of $2.8 million. Deferred financing costs are included in other assets on the consolidated balance sheets.

 

Net Income per Share

The Company’s basic net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period.

Diluted net income per ordinary share reflects the potential dilution that would occur if share option grants or any other potentially dilutive instruments, including restricted shares and units (“RSUs”), were exercised or converted into ordinary shares. These potentially dilutive securities are included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods. Performance-based RSUs are included in diluted shares if the related performance conditions are considered satisfied as of the end of the reporting period and to the extent they are dilutive under the treasury stock method.

The components of the calculation of basic net income per ordinary share and diluted net income per ordinary share are as follows (in thousands except share and per share data):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Numerator:

        

Net income

   $ 881,023       $ 661,485       $ 397,602   

Denominator:

        

Basic weighted average shares

     202,680,572        202,582,945        196,615,054  

Weighted average dilutive share equivalents:

        

Share options and restricted shares/units

     3,185,197        3,055,162        4,925,090  
  

 

 

    

 

 

    

 

 

 

Diluted weighted average shares

  205,865,769     205,638,107     201,540,144  

Basic net income per share

$ 4.35    $ 3.27    $ 2.02   
  

 

 

    

 

 

    

 

 

 

Diluted net income per share

$ 4.28    $ 3.22    $ 1.97   
  

 

 

    

 

 

    

 

 

 

Share equivalents for 699,321 shares, 44,256 shares, and 7,341 shares, for fiscal years ending March 28, 2015, March 29, 2014, and March 30, 2013, respectively, have been excluded from the above calculation due to their anti-dilutive effect.

Recent Accounting Pronouncements — The Company has considered all new accounting pronouncements and has concluded that, with the exception of the below, there are no new pronouncements that are currently expected to have a material impact on results of operations, financial condition, or cash flows.

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period,” ASU 2014-12 requires that a performance target under stock-based compensation arrangements that could be achieved after the service period is treated as a performance condition and not reflected in the grant-date fair value of the award. Rather, the related compensation cost should be recognized when it becomes probable that the performance targets will be achieved. ASU 2014-12 is effective beginning with the Company’s Fiscal 2017, with early adoption and retrospective application permitted. The Company does not expect that ASU 2014-12 will have a significant impact on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which provides new guidance for revenues recognized from contracts with customers, and will replace the existing revenue recognition guidance. ASU No. 2014-09 requires that revenue is recognized at an amount the company is entitled to upon transferring control of goods or services to customers, as opposed to when risks and rewards transfer to a customer. ASU No. 2014-09 will become effective for the interim reporting periods within the annual reporting period beginning after December 15, 2016, or beginning with the Company’s Fiscal 2018, and may be applied retrospectively to all prior periods presented, or retrospectively with a cumulative adjustment to retained earnings in the year of adoption. In April 2015, the FASB issued a proposal to defer the effective date by one year which, if approved, would make this standard effective beginning in the Company’s Fiscal 2019. The Company is currently evaluating the adoption method and the impact that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

Receivables
Receivables

3. Receivables

Receivables consist of (in thousands):

 

     March 28,
2015
     March 29,
2014
 

Trade receivables:

     

Credit risk assumed by factors/insured

   $ 374,150       $ 261,900   

Credit risk retained by Company

     67,530         93,045   

Receivables due from licensees

     11,763         11,302   
  

 

 

    

 

 

 
  453,443      366,247   

Less allowances:

  (90,024   (68,241
  

 

 

    

 

 

 
$ 363,419    $ 298,006   
  

 

 

    

 

 

 

The Company has historically assigned a substantial portion of its trade receivables to factors in the United States (U.S.) and Europe whereby the factors assumed credit risk with respect to such receivables assigned. Under the factor agreements, factors bear the risk of loss from the financial inability of the customer to pay the trade receivable when due, up to such amounts as accepted by the factor; but not the risk of non-payment of such trade receivable for any other reason. Beginning in July 2012, the Company assumed responsibility for a large portion of previously factored accounts receivable balances, the majority of which were insured at March 28, 2015. The Company provides an allowance for such non-payment risk at the time of sale, which is recorded as an offset to revenue.

Receivables are presented net of allowances for sales returns, discounts, markdowns, operational chargebacks and doubtful accounts. Sales returns are determined based on an evaluation of current market conditions and historical returns experience. Discounts are based on open invoices where trade discounts have been extended to customers. Markdowns are based on retail sales performance, seasonal negotiations with customers, historical deduction trends and an evaluation of current market conditions. Operational chargebacks are based on deductions taken by customers, net of expected recoveries. Such provisions, and related recoveries, are reflected in net sales.

The allowance for doubtful accounts is determined through analysis of periodic aging of receivables for which credit risk is not assumed by the factors, or which are not covered by insurance, and assessments of collectability based on an evaluation of historic and anticipated trends, the financial conditions of the Company’s customers and the impact of general economic conditions. The past due status of a receivable is based on its contractual terms. Amounts deemed uncollectible are written off against the allowance when it is probable the amounts will not be recovered. Allowances for doubtful accounts were $0.7 million and $1.5 million, at March 28, 2015 and March 29, 2014, respectively.

Concentration of Credit Risk, Major Customers and Suppliers
Concentration of Credit Risk, Major Customers and Suppliers

4. Concentration of Credit Risk, Major Customers and Suppliers

Financial instruments that subject the Company to concentration of credit risk are cash and cash equivalents and receivables. As part of its ongoing procedures, the Company monitors its concentration of deposits with various financial institutions in order to avoid any undue exposure. The Company mitigates its risk by depositing cash and cash equivalents in major financial institutions. With respect to certain of its receivables, the Company mitigates its credit risk through the assignment of receivables to a factor, as well as obtaining insurance coverage for a portion of non-factored receivables (as demonstrated in the above table in “Credit risk assumed by factors”). For the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013, net sales related to our largest wholesale customer, Federated, accounted for approximately 13.7%, 14.4%, and 14.0%, respectively, of total revenue. The accounts receivable related to this customer were fully factored or substantially insured for all three fiscal years. No other customer accounted for 10% or more of the Company’s total consolidated revenues during Fiscal 2015, Fiscal 2014, or Fiscal 2013.

The Company contracts for the purchase of finished goods principally with independent third-party contractors, whereby the contractor is generally responsible for all manufacturing processes, including the purchase of piece goods and trim. Although the Company does not have any long-term agreements with any of its manufacturing contractors, the Company believes it has mutually satisfactory relationships with them. The Company allocates product manufacturing among agents and contractors based on their capabilities, the availability of production capacity, quality, pricing and delivery. The inability of certain contractors to provide needed services on a timely basis could adversely affect the Company’s operations and financial condition. The Company has relationships with various agents who source the Company’s finished goods with numerous contractors on the Company’s behalf. For the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013, one agent sourced approximately 11.7%, 12.6%, and 14.0%, respectively, and one contractor accounted for approximately 29.1%, 30.4%, and 31.8%, respectively, of the Company’s finished goods purchases.

Property and Equipment, Net
Property and Equipment, Net

5. Property and Equipment, Net

Property and equipment, net, consists of (in thousands):

 

     March 28,
2015
     March 29,
2014
 

Furniture and fixtures

   $ 160,178       $ 108,757   

Equipment

     73,609         31,683   

Computer equipment and software

     104,372         50,646   

In-store shops

     189,308         123,637   

Leasehold improvements

     294,225         216,451   
  

 

 

    

 

 

 
  821,692      531,174   

Less: accumulated depreciation and amortization

  (337,755   (234,381
  

 

 

    

 

 

 
  483,937      296,793   

Construction-in-progress

  78,997      53,885   
  

 

 

    

 

 

 
$ 562,934    $ 350,678   
  

 

 

    

 

 

 

Depreciation and amortization of property and equipment for the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013, was $131.4 million, $76.6 million, and $52.7 million, respectively. During the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013, the Company recorded impairment charges of $0.8 million, $1.3 million, and $0.7 million, respectively, related to certain retail locations still in operation. The impairments related to two retail locations in Fiscal 2015, three retail locations in Fiscal 2014, and one retail location in Fiscal 2013.

Intangible Assets and Goodwill
Intangible Assets and Goodwill

6. Intangible Assets and Goodwill

The following table details the carrying values of intangible assets and goodwill (in thousands):

 

     March 28, 2015      March 29, 2014  
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net      Gross
Carrying
Amount
     Accumulated
Amortization
     Net  

Trademarks

   $ 23,000       $ 13,995       $ 9,005       $ 23,000       $ 12,845       $ 10,155   

Lease Rights

     61,087         8,551         52,536         41,748         3,869         37,879   

Goodwill

     14,005         —           14,005         14,005         —           14,005   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
$ 98,092    $ 22,546    $ 75,546    $ 78,753    $ 16,714    $ 62,039   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The trademarks relate to the Company’s brand name and are amortized over twenty years. Lease rights are amortized over the respective terms of the underlying lease, including highly probable renewal periods. Amortization expense was $7.0 million, $3.1 million, and $1.5 million, respectively, for each of the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013.

Goodwill is not amortized but is evaluated annually for impairment in the last quarter or each fiscal year, or whenever impairment indicators exist. The Company evaluated goodwill during the fourth fiscal quarter of Fiscal 2015, and determined that there was no impairment. As of March 28, 2015, cumulative impairment related to goodwill totaled $5.4 million. There were no charges related to the impairment of goodwill in the periods presented.

 

Estimated amortization expense for each of the next five years is as follows (in thousands):

 

Fiscal 2016

$ 7,331   

Fiscal 2017

  7,164   

Fiscal 2018

  7,130   

Fiscal 2019

  7,105   

Fiscal 2020

  7,093   

Thereafter

  25,718   
  

 

 

 
$ 61,541   
  

 

 

 

The future amortization expense above reflects weighted-average estimated remaining useful lives of 9.2 years for lease rights and 7.8 years for trademarks. There were no impairment charges related to the Company’s lease rights or trademarks during any of the periods presented.

Current Assets and Current Liabilities
Current Assets and Current Liabilities

7. Current Assets and Current Liabilities

Prepaid expenses and other current assets consist of the following (in thousands):

 

     March 28,
2015
     March 29,
2014
 

Prepaid taxes

   $ 60,637       $ 20,943   

Unrealized gains on forward foreign exchange contracts

     25,004         12   

Leasehold incentive receivable

     12,289         8,022   

Prepaid rent

     11,681         8,740   

Other

     17,832         12,775   
  

 

 

    

 

 

 
$ 127,443    $ 50,492   
  

 

 

    

 

 

 

Accrued expenses and other current liabilities consist of the following (in thousands):

 

     March 28,
2015
     March 29,
2014
 

Other taxes payable

   $ 20,202       $ 17,321   

Accrued rent

     27,058         14,159   

Advance royalties

     5,081         2,097   

Professional services

     7,347         6,319   

Accrued litigation

     5,539         2,009   

Accrued advertising

     5,653         4,810   

Accrued samples

     816         797   

Unrealized loss on forward foreign exchange contracts

     600         1,875   

Other

     22,850         13,332   
  

 

 

    

 

 

 
$ 95,146    $ 62,719   
  

 

 

    

 

 

 
Credit Facilities
Credit Facilities

8. Credit Facilities

Senior Unsecured Revolving Credit Facility

On February 8, 2013, the Company entered into a senior unsecured credit facility (“2013 Credit Facility”). Pursuant to the agreement, the 2013 Credit Facility provides for up to $200.0 million of borrowings, and expires on February 8, 2018. The agreement also provides for loans and letters of credit to the Company’s European subsidiaries of up to $100.0 million. The 2013 Credit Facility contains financial covenants, such as requiring an adjusted leverage ratio of 3.5 to 1.0 (with the ratio being total consolidated indebtedness plus 8.0 times consolidated rent expense to EBITDA plus consolidated rent expense) and a fixed charge coverage ratio of 2.0 to 1.0 (with the ratio being EBITDA plus consolidated rent expense to the sum of fixed charges plus consolidated rent expense), restricts and limits additional indebtedness, and restricts the incurrence of additional liens and cash dividends. As of March 28, 2015, the Company was in compliance with all covenants related to this agreement.

Borrowings under the 2013 Credit Facility accrue interest at the rate per annum announced from time to time by the agent based on the rates applicable for deposits in the London interbank market for U.S. dollars or the applicable currency in which the loans are made (the “Adjusted LIBOR”) plus an applicable margin. The applicable margin may range from 1.25% to 1.75%, and is based, or dependent upon, a particular threshold related to the adjusted leverage ratio calculated during the period of borrowing. For Fiscal 2015 and Fiscal 2014, the weighted average interest rate for the revolving credit facility was 1.6%. The 2013 Credit Facility requires an annual facility fee of $0.1 million and an annual commitment fee of 0.25% to 0.35% on the unused portion of the available credit under the facility.

As of March 28, 2015 and March 29, 2014, there were no borrowings outstanding under the 2013 Credit Facility, and there were no amounts borrowed during Fiscal 2015. At March 28, 2015, there were stand-by letters of credit of $10.8 million outstanding. The amount available for future borrowings under the agreement was $189.2 million as of March 28, 2015.

Commitments and Contingencies
Commitments and Contingencies

9. Commitments and Contingencies

Leases

The Company leases office space, retail stores and warehouse space under operating lease agreements that expire at various dates through September 2029. In addition to minimum rental payments, the leases require payment of increases in real estate taxes and other expenses incidental to the use of the property.

Rent expense for the Company’s operating leases consists of the following (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Minimum rentals

   $ 151,007       $ 107,071       $ 74,708   

Contingent rent

     65,752         56,299         29,871   
  

 

 

    

 

 

    

 

 

 

Total rent expense

$ 216,759    $ 163,370    $ 104,579   
  

 

 

    

 

 

    

 

 

 

Future minimum lease payments under the terms of these noncancelable operating lease agreements are as follows (in thousands):

 

Fiscal years ending:       

2016

   $ 177,159   

2017

     183,467   

2018

     184,184   

2019

     177,927   

2020

     174,676   

Thereafter

     695,255   
  

 

 

 
$ 1,592,668   
  

 

 

 

The Company has issued stand-by letters of credit to guarantee certain of its retail and corporate operating lease commitments, aggregating $10.8 million at March 28, 2015.

 

Other Commitments

As of March 28, 2015, the Company also has other contractual commitments aggregating $336.4 million, which consist of inventory purchase commitments of $299.6 million, and other contractual obligations of $36.8 million.

Long-term Employment Contract

As of March 28, 2015, the Company had an employment agreement with one of its officers that provided for continuous employment through the date of the officer’s death or permanent disability at a salary of $2.5 million. In addition to salary, the agreement provided for an annual bonus and other employee related benefits. Refer to Part II, Item 9B – Other Information for officer employment agreements, as amended and restated on May 20, 2015.

Contingencies

In the ordinary course of business, the Company is party to various legal proceedings and claims. Although the outcome of such items cannot be determined with certainty, the Company’s management does not believe that the outcome of all pending legal proceedings in the aggregate will have a material adverse effect on its cash flow, results of operations or financial position.

Fair Value of Financial Instruments
Fair Value of Financial Instruments

10. Fair Value of Financial Instruments

Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date.

Level 2 – Valuations based on quoted inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

At March 28, 2015 and March 29, 2014, the fair values of the Company’s foreign currency forward contracts, the Company’s only derivative instruments, were determined using broker quotations, which were calculations derived from observable market information: the applicable currency rates at the balance sheet date and those forward rates particular to the contract at inception. The Company makes no adjustments to these broker obtained quotes or prices, but assesses the credit risk of the counterparty and would adjust the provided valuations for counterparty credit risk when appropriate. The fair values of the forward contracts are included in prepaid expenses and other current assets, and in accrued expenses and other current liabilities in the consolidated balance sheets, depending on whether they represent assets or (liabilities) to the Company, as detailed in Note 11. All contracts are measured and recorded at fair value on a recurring basis and are categorized in Level 2 of the fair value hierarchy, as shown in the following table:

 

    Fair value at March 28, 2015, using:     Fair value at March 29, 2014, using:  
(In thousands)   Quoted prices
in active
markets for
identical
assets
(Level 1)
    Significant
other
observable
inputs
(Level 2)
    Significant
unobservable
inputs
(Level 3)
    Quoted prices
in active
markets for
identical
assets
(Level 1)
    Significant
other
observable
inputs
(Level 2)
    Significant
unobservable
inputs
(Level 3)
 

Foreign currency forward contracts- Euro

  $ —        $ 23,590      $ —        $ —        $ (1,875   $ —     

Foreign currency forward contracts- Canadian Dollar

    —          1,404        —          —          —          —     

Foreign currency forward contracts- U.S. Dollar

    —          (590     —          —          12        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

$ —      $ 24,404    $ —      $ —      $ (1,863 $ —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The Company’s cash and cash equivalents, accounts receivable and accounts payable, are recorded at carrying value, which approximates fair value. Borrowings under the Credit Facility, if outstanding, are recorded at carrying value, which resembles fair value due to the short-term nature of the revolving Credit Facility.

Derivative Financial Instruments
Derivative Financial Instruments

11. Derivative Financial Instruments

The Company uses forward currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain of its transactions. The Company in its normal course of business enters into transactions with foreign suppliers and seeks to minimize risks related to certain forecasted inventory purchases by using foreign currency forward exchange contracts. The Company only enters into derivative instruments with highly credit-rated counterparties. The Company’s derivative financial instruments are not currently subject to master netting arrangements. The Company does not enter into derivative contracts for trading or speculative purposes.

The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis in the consolidated balance sheets as of March 28, 2015 and March 29, 2014 (in thousands):

 

                   Fair Values  
     Notional Amounts      Current Assets (1)      Current Liabilities (2)  
     March 28,
2015
     March 29,
2014
     March 28,
2015
     March 29,
2014
     March 28,
2015
     March 29,
2014
 

Designated forward currency exchange contracts

   $ 226,090       $ 127,955       $ 23,590       $ 5       $ 522       $ 1,875   

Undesignated forward currency exchange contracts

     25,788         27,105         1,414         7         78         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 251,878    $ 155,060    $ 25,004    $ 12    $ 600    $ 1,875   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Recorded within prepaid expenses and other current assets in the Company’s audited consolidated balance sheets.

(2)

Recorded within accrued expenses and other current liabilities in the Company’s audited consolidated balance sheets.

Changes in the fair value of the effective portion of the Company’s forward foreign currency exchange contracts that are designated as accounting hedges are recorded in equity as a component of accumulated other comprehensive income, and are reclassified from accumulated other comprehensive income into earnings when the items underlying the hedged transactions are recognized into earnings, as a component of cost of sales within the Company’s consolidated statements of operations. The following table summarizes the impact of the effective portion of gains and losses of the forward contracts designated as hedges for the fiscal years ended March 28, 2015 and March 29, 2014 (in thousands):

 

     Fiscal Year Ended March 28, 2015      Fiscal Year Ended March 29, 2014  
     Pre-Tax
Gain
Recognized
in OCI
(Effective Portion)
     Pre-tax Gain
Reclassified from
Accumulated OCI
into Earnings
(Effective Portion)
     Pre-Tax
(Loss)
Recognized
in OCI
(Effective Portion)
     Pre-tax Loss
Reclassified from
Accumulated OCI
into Earnings
(Effective Portion)
 

Forward currency exchange contracts

   $ 36,633       $ 2,059       $ (3,797    $ (540

Activity related to contracts designated for hedge accounting purposes during Fiscal 2013 was not material, as the Company did not begin to designate its hedges until the end of Fiscal 2013. Amounts related to ineffectiveness were not material during all periods presented.

The Company expects that substantially all of the amounts currently recorded in accumulated other comprehensive loss will be reclassified into earnings during the next twelve months, based upon the timing of inventory purchases and turns. These amounts are subject to fluctuations in the applicable currency exchange rates.

During Fiscal 2015, the Company recognized $1.5 million in gains related to the change in the fair value of undesignated forward currency exchange contracts within other income in the Company’s consolidated statement of operations. During Fiscal 2014 and Fiscal 2013, realized gains and losses related to undesignated forward currency exchange contracts were not material.

Shareholders' Equity
Shareholders' Equity

12. Shareholders’ Equity

Secondary Offerings

During Fiscal 2013, the Company completed the following secondary offerings:

 

   

In April 2012, in connection with the Company’s March 2012 secondary offering of 25,000,000 ordinary shares at a price of $47.00 per share, the underwriters exercised their additional share purchase option, where an additional 3,750,000 shares were offered at $47.00 per share.

 

   

During September 2012, the Company completed a secondary offering of 23,000,000 ordinary shares at a price of $53.00 per share. Subsequent to this offering, and in connection with it, the underwriters exercised their additional share purchase option during October 2012, where an additional 3,450,000 shares were offered at $53.00 per share.

 

   

During February 2013, the Company completed a secondary offering of 25,000,000 ordinary shares at a price of $61.50 per share.

The Company did not receive any of the proceeds related to the sale of the shares from any of the secondary offerings and incurred approximately $1.7 million in fees, which were charged to selling, general and administrative expenses in Fiscal 2013.

Share Repurchase Program

On November 14, 2014, the Company entered into a $355.0 million accelerated share repurchase program (the “ASR program”) with a major financial institution (the “ASR Counterparty”) to repurchase the Company’s ordinary shares. Under the ASR program, the Company paid $355.0 million to the ASR Counterparty and received 4,437,516 of its ordinary shares from the ASR Counterparty, which represents 100 percent of the shares expected to be purchased pursuant to the ASR program, based on an initial share price determination. The ASR program also contained a forward contract indexed to the Company’s ordinary shares whereby additional shares would be delivered to the Company by January 29, 2015 (the settlement date) if the share price declined from the initial share price, limited to a stated share price “floor.” The total number of shares repurchased/acquired was determined on final settlement, with the additional shares reacquired based on the volume-weighted average price of the Company’s ordinary shares, less a discount, during the repurchase period, subject to aforementioned price floor. In January 2015, 280,819 additional shares were delivered to the Company pursuant to these provisions, which did not require any additional cash outlay by the Company. The ASR program was accounted for as a treasury stock repurchase, reducing the number of ordinary shares outstanding by 4,718,335 shares. The forward contract was accounted for as an equity instrument.

In addition to shares purchased under the ASR program, the Company repurchased an additional 2,040,979 shares at a cost of $136.9 million under its current share-repurchase program through open market transactions. As of March 28, 2015, the remaining availability under the Company’s share repurchase program was $508.1 million. On May 20, 2015, the Company’s Board of Directors authorized the repurchase of up to an additional $500 million under the Company’s existing share repurchase program and extended the program through May 2017.

The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain executive officers to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards. During Fiscal 2015, the Company withheld 40,787 shares at a cost of $3.3 million in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share awards.

Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income

13. Accumulated Other Comprehensive Income

The following table details changes in the components of accumulated other comprehensive income, net of taxes for Fiscal 2015, Fiscal 2014 and Fiscal 2013 (in thousands):

 

     Foreign Currency
Translation
Losses
     Net Gains
(Losses) on
Derivatives
     Total
Accumulated Other
Comprehensive
Income (Loss)
 

Balance at March 31, 2012

   $ (735    $ —         $ (735

Other comprehensive income (loss) before reclassifications (1)

     (4,006      1,280         (2,726

Amounts reclassified from AOCI to earnings (1)

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) net of tax

  (4,006   1,280      (2,726
  

 

 

    

 

 

    

 

 

 

Balance at March 30, 2013

  (4,741   1,280      (3,461
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) before reclassifications

  (34   (3,360   (3,394

Less: amounts reclassified from AOCI to earnings (2)

  —        (482   (482
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) net of tax

  (34   (2,878   (2,912
  

 

 

    

 

 

    

 

 

 

Balance at March 29, 2014

  (4,775   (1,598   (6,373
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) before reclassifications (3)

  (91,293   32,822      (58,471

Less: amounts reclassified from AOCI to earnings (2)

  —        1,960      1,960   
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) net of tax

  (91,293   30,862      (60,431
  

 

 

    

 

 

    

 

 

 

Balance at March 28, 2015

$ (96,068 $ 29,264    $ (66,804
  

 

 

    

 

 

    

 

 

 

 

(1) The Company did not begin to designate certain of its hedges as accounting hedges until the end of Fiscal 2013.
(2) Reclassified amounts relate to the Company’s forward foreign currency exchange contracts for inventory purchases and are recorded within Cost of goods sold in the Company’s consolidated statements of operations. The related tax effects recorded within income tax expense in the Company’s consolidated statements of operations were not material.
(3) Other comprehensive income (loss) before reclassifications is related to derivative financial instruments designated as cash flow hedges net of tax provision of $3.7 million for Fiscal 2015. The tax effects related to all other amounts were not material.
Share-Based Compensation
Share-Based Compensation

14. Share-Based Compensation

The Company issues equity grants to certain employees and directors of the Company at the discretion of the Company’s Compensation Committee. The Company has two equity plans, one adopted in Fiscal 2008, the Michael Kors (USA), Inc. Stock Option Plan (as amended and restated, the “2008 Plan”), and the other adopted in the third fiscal quarter of Fiscal 2012, the Michael Kors Holdings Limited Omnibus Incentive Plan (the “2012 Plan”). The 2008 Plan only provided for grants of share options and was authorized to issue up to 23,980,823 ordinary shares. As of March 28, 2015, there were no shares available to grant equity awards under the 2008 Plan. The 2012 Plan allows for grants of share options, restricted shares and restricted share units, and other equity awards, and authorizes a total issuance of up to 15,246,000 ordinary shares. At March 28, 2015, there were 10,739,867 ordinary shares available for future grants of equity awards under the 2012 Plan. Option grants issued from the 2008 Plan generally expire ten years from the date of the grant, and those issued under the 2012 Plan generally expire seven years from the date of the grant.

Share Options

Share options are generally exercisable at no less than the fair market value on the date of grant. The Company has issued two types of option grants, those that vest based on the attainment of a performance target and those that vest based on the passage of time. Performance-based share options may vest based upon the attainment of one of two performance measures. One performance measure is an individual performance target, which is based upon certain performance targets unique to the individual grantee, and the other measure is a company-wide performance target, which is based on a cumulative minimum growth requirement in consolidated net equity. The individual performance target vests 20% of the total option grant each year the target is satisfied. The individual has ten years in which to achieve five individual performance vesting tranches. The company-wide performance target must be achieved over the ten-year term. Performance is measured at the end of the term, and any unvested options vest if the target is achieved. The Company-wide performance target is established at the time of the grant. The target metrics underlying individual performance vesting requirements are established for each recipient each year up until such time as the grant is fully vested. Options subject to time-based vesting requirements become vested in four equal increments on each of the first, second, third and fourth anniversaries of the date on which such options were awarded.

The following table summarizes the share options activity during Fiscal 2015, and information about options outstanding at March 28, 2015:

 

     Number of
Options
     Weighted
Average
Exercise price
     Weighted
Average
Remaining
Contractual
Life (years)
     Aggregate
Intrinsic
Value
(in thousands)
 

Outstanding at March 29, 2014

     8,377,928       $ 13.69         

Granted

     810,063       $ 90.56         

Exercised

     (1,782,246    $ 8.69         

Canceled/forfeited

     (218,742    $ 28.05         
  

 

 

          

Outstanding at March 28, 2015

  7,187,003    $ 23.14      5.37    $ 333,870   
  

 

 

    

 

 

    

 

 

    

 

 

 

Vested or expected to vest at March 28, 2015

  7,102,610    $ 23.14      5.37   
  

 

 

    

 

 

    

 

 

    

Vested and exercisable at March 28, 2015

  3,365,746    $ 12.61      4.89    $ 182,984   
  

 

 

    

 

 

    

 

 

    

 

 

 

There were 3,821,257 unvested options and 3,365,746 vested options outstanding at March 28, 2015. The total intrinsic value of options exercised during Fiscal 2015 and Fiscal 2014 was $131.6 million and $163.2 million, respectively. The cash received from options exercised during Fiscal 2015 and Fiscal 2014 was $15.3 million and $19.0 million, respectively. As of March 28, 2015, the remaining unrecognized share-based compensation expense for nonvested share options was $28.8 million, which is expected to be recognized over the related weighted-average period of approximately 2.62 years.

 

The weighted average grant date fair value for options granted during Fiscal 2015, Fiscal 2014, and Fiscal 2013, was $27.96, $24.95, and $20.66, respectively. The following table represents assumptions used to estimate the fair value of options:

 

     Fiscal Years Ended  
     March 28,
2015
    March 29,
2014
    March 30,
2013
 

Expected dividend yield

     0.0     0.0     0.0

Volatility factor

     33.2     46.0     48.5

Weighted average risk-free interest rate

     1.5     1.0     0.6

Expected life of option

     4.75 years        4.75 years        4.75 years   

Restricted Shares and Restricted Share Units

The Company grants restricted shares and restricted share units at the fair market value on the date of the grant. Expense for restricted share awards is based on the closing market price of the Company’s shares on the date of grant and is recognized ratably over the vesting period, which is generally three to four years from the date of the grant, net of expected forfeitures.

Restricted share grants generally vest in equal increments on each of the four anniversaries of the date of grant. In addition, the Company grants two types of restricted share unit (“RSU”) awards: time-based RSUs and performance-based RSUs. Time-based RSUs generally vest in full either on the first anniversary of the date of the grant, or in equal increments on each of the four anniversaries of the date of grant. Performance-based RSUs vest in full on the three-year anniversary of the date of grant, subject to the employee’s continued employment during the vesting period and only if certain pre-established cumulative performance targets are met at the end of the three-year performance period. Expense related to performance-based RSUs is recognized ratably over the three-year performance period, net of forfeitures, based on the probability of attainment of the related performance targets. The potential number of shares that may be earned ranges between 0%, if the minimum level of performance is not attained, and 150%, if the level of performance is at or above the pre-determined maximum achievement level.

The following table summarizes restricted share activity under the 2012 Plan during Fiscal 2015:

 

     Restricted Shares  
     Number of Unvested
Restricted Shares
     Weighted
Average Grant
Date Fair Value
 

Unvested at March 29, 2014

     657,853       $ 38.38   

Granted

     436,317       $ 90.46   

Vested

     (288,599    $ 32.52   

Canceled/forfeited

     (34,979    $ 69.94   
  

 

 

    

Unvested at March 28, 2015

  770,592    $ 68.77   
  

 

 

    

The total fair value of restricted shares vested was $22.8 million, $17.6 million, and $10.5 million during Fiscal 2015, Fiscal 2014, and Fiscal 2013, respectively. As of March 28, 2015, the remaining unrecognized share-based compensation expense for non-vested restricted share grants was $41.1 million, which is expected to be recognized over the related weighted-average period of approximately 2.86 years.

The following table summarizes the RSU activity under the 2012 Plan during Fiscal 2015:

 

     Service-based      Performance-based  
     Number of
Restricted
Share Units
     Weighted
Average Grant
Date Fair Value
     Number of
Restricted
Share Units
     Weighted
Average Grant
Date Fair Value
 

Unvested at March 29, 2014

     36,701       $ 40.83         163,077       $ 62.24   

Granted

     20,409       $ 74.42         155,570       $ 91.70   

Vested

     (11,770    $ 38.06         —         $ —     

Canceled/forfeited

     (9,400    $ 20.00         (1,446    $ 62.24   
  

 

 

       

 

 

    

Unvested at March 28, 2015

  35,940    $ 66.26      317,201    $ 76.69   
  

 

 

       

 

 

    

 

The total fair value of service-based RSUs vested during Fiscal 2015, Fiscal 2014 and Fiscal 2013 was $0.4 million, $0.2 million and $0.8 million, respectively. As of March 28, 2015, the remaining unrecognized share-based compensation expense for non-vested service-based and performance-based RSU grants was $1.2 million and $21.8 million, respectively, which is expected to be recognized over the related weighted-average periods of approximately 2.82 years and 1.94 years, respectively.

Compensation expense attributable to share-based compensation for Fiscal 2015, Fiscal 2014, and Fiscal 2013 was approximately $48.9 million, $29.1 million, and $20.9 million, respectively. The associated income tax benefits recognized in Fiscal 2015, Fiscal 2014, and Fiscal 2013 were $17.5 million, $11.5 million and $8.1 million, respectively. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on its historical forfeiture rate to date. The estimated value of future forfeitures for equity grants as of March 28, 2015 is approximately $1.3 million.

Taxes
Taxes

15. Taxes

On October 29, 2014, the Board of Directors of MKHL approved a proposal to move the Company’s principal executive office from Hong Kong to the United Kingdom and to become a U.K. tax resident. The Company will remain incorporated in the British Virgin Islands. The Company has achieved tremendous international growth over the past several years and believes that moving its principal executive office to the U.K. will better position it for further expansion in Europe and internationally, and allow it to compete more effectively with other international luxury brands.

MKHL’s subsidiaries are subject to taxation in the U.S. and various other foreign jurisdictions, which are aggregated in the “Non-U.S” information captioned below.

Income before provision for income taxes consisted of the following (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

U.S.

   $ 814,368       $ 792,899       $ 538,607   

Non-U.S.

     441,455         214,748         88,520   
  

 

 

    

 

 

    

 

 

 

Total income before provision for income taxes

$ 1,255,823    $ 1,007,647    $ 627,127   
  

 

 

    

 

 

    

 

 

 
The provision for income taxes was as follows (in thousands):
     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Current

        

U.S. Federal

   $ 277,001       $ 295,159       $ 179,014   

U.S. State

     49,645         50,348         32,249   

Non-U.S.

     41,922         30,560         15,040   
  

 

 

    

 

 

    

 

 

 

Total current

  368,568      376,067      226,303   
  

 

 

    

 

 

    

 

 

 

Deferred

U.S. Federal

  5,020      (24,847   1,246   

U.S. State

  331      (3,594   2,088   

Non-U.S.

  881      (1,464   (112
  

 

 

    

 

 

    

 

 

 

Total deferred

  6,232      (29,905   3,222   
  

 

 

    

 

 

    

 

 

 

Total provision for income taxes

$ 374,800    $ 346,162    $ 229,525   
  

 

 

    

 

 

    

 

 

 

MKHL is incorporated in the British Virgin Islands and is a tax resident of the U.K. However, since the proportion of the U.S. revenues, assets, operating income, and the associated tax provisions is significantly higher than any other single tax jurisdiction within the worldwide group, the reconciliation of the differences between the provision for income taxes and the statutory rate is presented on the basis of the U.S. statutory federal income tax rate of 35%. The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company’s effective tax rate for financial statement purposes:

 

     Fiscal Years Ended  
     March 28,
2015
    March 29,
2014
    March 30,
2013
 

Federal tax at 35% statutory rate

     35.0     35.0     35.0

State and local income taxes, net of federal benefit

     2.4     2.3     3.6

Differences in tax effects on foreign income

     -9.0     -3.9     -3.1

Foreign tax credit

     -0.4     -0.2     -0.2

Liability for uncertain tax positions

     0.2     0.8     0.5

Effect of changes in valuation allowances on deferred tax assets

     -0.1     -0.2     0.3

Other

     1.7     0.6     0.5
  

 

 

   

 

 

   

 

 

 
  29.8   34.4   36.6
  

 

 

   

 

 

   

 

 

 

Significant components of the Company’s deferred tax assets (liabilities) consist of the following (in thousands):

 

       March 28,  
2015
      March 29, 
2014
 

Deferred tax assets

     

Inventories

   $ 11,194       $ 11,380   

Payroll related accruals

     408         4,722   

Deferred rent

     30,428         24,281   

Deferred revenue

     —           2,389   

Net operating loss carryforwards

     5,860         7,743   

Stock compensation

     23,845         14,117   

Sales allowances

     10,090         7,654   

Other

     11,054         9,589   
  

 

 

    

 

 

 
  92,879      81,875   

Valuation allowance

  (5,640   (8,020
  

 

 

    

 

 

 

Total deferred tax assets

  87,239      73,855   
  

 

 

    

 

 

 

Deferred tax liabilities

Goodwill and intangibles

  (32,704   (24,324

Depreciation

  (34,633   (20,691

Other

  (3,910   (526
  

 

 

    

 

 

 

Total deferred tax liabilities

  (71,247   (45,541
  

 

 

    

 

 

 

Net deferred tax assets

$ 15,992    $ 28,314   
  

 

 

    

 

 

 

The Company maintains valuation allowances on deferred tax assets applicable to subsidiaries in jurisdictions for which separate income tax returns are filed and where realization of the related deferred tax assets from future profitable operations is not reasonably assured. Deferred tax valuation allowances increased approximately $0.2 million, $0.9 million and $1.6 million in Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively. As a result of the attainment and expectation of achieving profitable operations in certain countries comprising the Company’s European operations and certain state jurisdictions in the U.S., for which deferred tax valuation allowances had been previously established, the Company released valuation allowances amounting to approximately $2.6 million, $1.6 million, and $1.1 million in Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively.

 

The Company has non-U.S. net operating loss carryforwards of approximately $23.2 million that will begin to expire in 2017.

As of March 28, 2015 and March 29, 2014, the Company has liabilities related to its uncertain tax positions, including accrued interest, of approximately $21.2 million and $19.0 million, respectively, which are included in other long-term liabilities in the Company’s audited consolidated balance sheets.

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was approximately $19.9 million, $18.1 million and $6.6 million as of March 28, 2015, March 29, 2014, and March 30, 2013, respectively. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding accrued interest, for Fiscal 2015, Fiscal 2014, and Fiscal 2013, are presented below (in thousands):

 

     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Unrecognized tax benefits beginning balance

   $ 18,087       $ 6,628       $ 1,758   

Additions related to prior period tax positions

     443         2,515         3,318   

Additions related to current period tax positions

     5,193         9,312         2,482   

Decreases from prior period positions

     (3,838      (368      (930
  

 

 

    

 

 

    

 

 

 

Unrecognized tax benefits ending balance

$ 19,885    $ 18,087    $ 6,628   
  

 

 

    

 

 

    

 

 

 

The Company classifies interest expense and penalties related to unrecognized tax benefits as components of the provision for income taxes. Interest expense recognized in the consolidated statements of operations for Fiscal 2015, Fiscal 2014, and Fiscal 2013 was approximately $1.3 million, $0.9 million and $0.3 million, respectively.

The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing tax audits and assessments and the expiration of applicable statutes of limitations. Although the outcomes and timing of such events are highly uncertain, the Company does not anticipate that the balance of gross unrecognized tax benefits, excluding interest and penalties, will change significantly during the next twelve months. However, changes in the occurrence, expected outcomes, and timing of such events could cause the Company’s current estimate to change materially in the future.

The Company files income tax returns in the U.S., for federal, state, and local purposes, and in certain foreign jurisdictions. With few exceptions, the Company is no longer subject to examinations by the relevant tax authorities for years prior to its fiscal year ended April 2, 2011.

The Company’s policy with respect to its undistributed earnings of the U.S. and non-U.S. subsidiaries is to consider those earnings to be either indefinitely reinvested or able to be repatriated tax-neutral. Undistributed earnings of subsidiaries considered to be either indefinitely reinvested or able to be repatriated tax-neutral amounted to $1.955 billion at March 28, 2015. Accordingly, as of March 28, 2015, the Company did not record a provision for withholding taxes on the excess of the amount recorded for financial reporting purposes over the related tax basis of investments in subsidiaries. Deferred taxes are recorded when a subsidiary’s earnings are no longer deemed to be indefinitely reinvested.

Retirement Plans
Retirement Plans

16. Retirement Plans

The Company maintains defined contribution plans for employees, who become eligible to participate after three months of service. Features of these plans allow participants to contribute to a plan a percentage of their compensation, up to statutory limits depending upon the country in which a plan operates, and provide for mandatory and/or discretionary matching contributions by the Company, which vary by country. During Fiscal 2015, Fiscal 2014 and Fiscal 2013, the Company recognized expenses of approximately $5.8 million, $3.5 million, and $2.2 million, respectively, related to these retirement plans.

Segment Information
Segment Information

17. Segment Information

The Company operates its business through three operating segments—Retail, Wholesale and Licensing—which are based on its business activities and organization. The operating segments are segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by executive management in deciding how to allocate resources, as well as in assessing performance. The primary key performance indicators are net sales or revenue (in the case of Licensing) and operating income for each segment. The Company’s reportable segments represent channels of distribution that offer similar merchandise, customer experience and sales/marketing strategies. The Company’s Retail segment includes sales through the Company owned stores, including “Collection,” “Lifestyle” including “concessions,” and outlet stores located throughout North America, Europe, and Japan, as well as the Company’s e-commerce sales. Products sold through the Retail segment include women’s apparel, accessories (which include handbags and small leather goods such as wallets), footwear and licensed products, such as watches, jewelry, fragrances and beauty, and eyewear. The Wholesale segment includes sales primarily to major department stores and specialty shops throughout North America, Europe and Asia. Products sold through the Wholesale segment include accessories (which include handbags and small leather goods such as wallets), footwear and women’s and men’s apparel. The Licensing segment includes royalties earned on licensed products and use of the Company’s trademarks, and rights granted to third parties for the right to sell the Company’s products in certain geographic regions such as the Middle East, Eastern Europe, Latin America and the Caribbean, throughout all of Asia (excluding Japan), as well as Australia. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. Corporate overhead expenses are allocated to the segments based upon specific usage or other allocation methods.

The Company has allocated $12.1 million and $1.9 million of its recorded goodwill to its Wholesale and Licensing segments, respectively. The Company does not have identifiable assets separated by segment. The following table presents the key performance information of the Company’s reportable segments (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Revenue:

        

Net sales: Retail

   $ 2,134,578       $ 1,593,005       $ 1,062,642   

Wholesale

     2,065,088         1,577,517         1,032,115   

Licensing

     171,803         140,321         86,975   
  

 

 

    

 

 

    

 

 

 

Total revenue

$ 4,371,469    $ 3,310,843    $ 2,181,732   
  

 

 

    

 

 

    

 

 

 

Income from operations:

Retail

$ 557,162    $ 467,248    $ 315,654   

Wholesale

  610,886      459,774      269,323   

Licensing

  88,925      81,149      45,037   
  

 

 

    

 

 

    

 

 

 

Income from operations

$ 1,256,973    $ 1,008,171    $ 630,014   
  

 

 

    

 

 

    

 

 

 
Depreciation and amortization expense for each segment are as follows (in thousands):   
     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Depreciation and amortization:

        

Retail (1)

   $ 84,523       $ 46,679       $ 35,388   

Wholesale

     52,980         32,364         18,531   

Licensing

     922         611         372   
  

 

 

    

 

 

    

 

 

 

Total depreciation and amortization

$ 138,425    $ 79,654    $ 54,291   
  

 

 

    

 

 

    

 

 

 

 

  (1) 

Excluded from the above table are impairment charges related to the retail segment for $0.8 million, $1.3 million, and $0.7 million, during the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013, respectively.

Total revenue (as recognized based on country of origin) and long-lived assets by geographic location of the consolidated Company are as follows (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Net revenues:

        

North America (U.S. and Canada)(1)

   $ 3,418,924       $ 2,771,818       $ 1,938,635   

Europe

     884,645         500,478         220,724   

Other regions

     67,900         38,547         22,373   
  

 

 

    

 

 

    

 

 

 

Total net revenues

$ 4,371,469    $ 3,310,843    $ 2,181,732   
  

 

 

    

 

 

    

 

 

 
            As of  
            March 28,
2015
     March 29,
2014
 

Long-lived assets:

        

North America (U.S. and Canada)(1)

      $ 443,816       $ 283,162   

Europe

        169,243         108,074   

Other regions

        11,416         7,476   
     

 

 

    

 

 

 

Total Long-lived assets:

$ 624,475    $ 398,712   
     

 

 

    

 

 

 

 

  (1) 

Net revenues earned in the U.S. during Fiscal 2015, Fiscal 2014, and Fiscal 2013 were $3,227.5 million, $2,600.1 million and $1,800.4 million, respectively. Long-lived assets located in the U.S. as of March 28, 2015 and March 29, 2014 were $418.8 million and $265.9 million, respectively.

Net revenues by major product category are as follows (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     % of
Total
    March 29,
2014
     % of
Total
    March 30,
2013
     % of
Total
 

Accessories

   $ 2,872,221         68.4   $ 2,060,824         65.0   $ 1,255,536         59.9

Apparel

     549,433         13.1     482,435         15.2     413,731         19.8

Footwear

     444,046         10.5     337,988         10.7     210,982         10.1

Licensed product

     333,966         8.0     289,275         9.1     214,508         10.2
  

 

 

      

 

 

      

 

 

    

Net sales

$ 4,199,666    $ 3,170,522    $ 2,094,757   
  

 

 

      

 

 

      

 

 

    

Other income
Other income

18. Other income

Other income consists of the following (in thousands):

 

     Fiscal Year Ended  
     March 28,
2015
 

Income related to joint venture (1)

   $ 130   

Income related to anti-counterfeit program

     1,505   

Net gains on foreign currency forward contracts (1)

     1,482   
  

 

 

 
$ 3,117   
  

 

 

 

 

  (1) 

Prior period amounts have been included in income from operations and have not been reclassified to other income due to immateriality.

Selected Quarterly Financial Information (Unaudited)
Selected Quarterly Financial Information (Unaudited)

20. Selected Quarterly Financial Information (Unaudited)

The following table summarizes the Fiscal 2015 and 2014 quarterly results (dollars in thousands):

 

     Fiscal Quarter Ended  
     June      September      December      March  

Year Ended March 28, 2015

           

Total revenue

   $ 919,154       $ 1,056,605       $ 1,314,726       $ 1,080,984   

Gross profit

   $ 571,633       $ 645,027       $ 800,143       $ 630,848   

Income from operations

   $ 276,771       $ 305,558       $ 418,477       $ 256,167   

Net income

   $ 187,716       $ 206,990       $ 303,675       $ 182,642   

Weighted average ordinary shares outstanding:

           

Basic

     203,749,572         204,464,952         202,668,541         199,828,293   

Diluted

     207,176,243         207,432,250         205,647,816         203,195,838   

Year Ended March 29, 2014

           

Total revenue

   $ 640,859       $ 740,303       $ 1,012,229       $ 917,452   

Gross profit

   $ 397,271       $ 449,875       $ 619,498       $ 549,426   

Income from operations

   $ 197,562       $ 221,460       $ 343,240       $ 245,909   

Net income

   $ 124,996       $ 145,808       $ 229,643       $ 161,038   

Weighted average ordinary shares outstanding:

           

Basic

     201,208,189         202,560,870         203,175,380         203,387,343   

Diluted

     204,336,124         205,154,692         206,088,062         206,973,550   
Summary of Significant Accounting Policies (Policies)

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, sales returns, sales discounts and doubtful accounts, estimates of inventory recovery, the valuation of share-based compensation, valuation of deferred taxes and the estimated useful lives used for amortization and depreciation of intangible assets and property and equipment. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation.

Revenue Recognition

Revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred, the price has been fixed and determinable and collectability is reasonably assured. The Company recognizes retail store revenues upon sale of its products to retail consumers, net of estimated returns. Revenue from sales through the Company’s e-commerce site is recognized at the time of delivery to the customer, reduced by an estimate of returns. Wholesale revenue is recognized net of estimates for sales returns, discounts, markdowns and allowances, after merchandise is shipped and the title and risk of loss are transferred to the Company’s wholesale customers. To arrive at net sales for retail, gross sales are reduced by actual customer returns as well as by a provision for estimated future customer returns, which is based on management’s review of historical and current customer returns. Sales taxes collected from retail customers are presented on a net basis and, as such, are excluded from revenue. To arrive at net sales for wholesale, gross sales are reduced by provisions for estimated future returns, based on current expectations, as well as trade discounts, markdowns, allowances, operational chargebacks, and certain cooperative selling expenses. These estimates are based on such factors as historical trends, actual and forecasted performance, and market conditions, which are reviewed by management on a quarterly basis.

 

The following table details the activity and balances of the Company’s sales reserves for the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013 (in thousands):

 

     Balance
Beginning
of Year
     Amounts
Charged to
Revenue
     Write-offs
Against
Reserves
     Balance
at
Year End
 

Retail

           

Return Reserves:

           

Fiscal year ended March 28, 2015

   $ 2,320       $ 57,031       $ (56,873    $ 2,478   

Fiscal year ended March 29, 2014

     3,146         45,632         (46,458      2,320   

Fiscal year ended March 30, 2013

     1,659         35,448         (33,961      3,146   
     Balance
Beginning
of Year
     Amounts
Charged to
Revenue
     Write-offs
Against
Reserves
     Balance
at
Year End
 

Wholesale

           

Total Sales Reserves:

           

Fiscal year ended March 28, 2015

   $ 65,921       $ 281,032       $ (259,408    $ 87,545   

Fiscal year ended March 29, 2014

     43,009         203,465         (180,553      65,921   

Fiscal year ended March 30, 2013

     30,381         135,450         (122,822      43,009   

Royalty revenue generated from product licenses, which includes contributions for advertising, is based on reported sales of licensed products bearing the Company’s tradenames at rates specified in the license agreements. These agreements are also subject to contractual minimum levels. Royalty revenue generated by geography-specific licensing agreements is recognized as it is earned under the licensing agreements based on reported sales of licensees applicable to specified periods, as outlined in the agreements. These agreements allow for the use of the Company’s tradenames to sell its branded products in specific geographic regions.

Advertising

Advertising and marketing costs are expensed when incurred and are reflected in general and administrative expenses. Advertising and marketing expense was $103.6 million, $65.7 million and $41.9 million in Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively.

Cooperative advertising expense, which represents the Company’s participation in advertising expenses of its wholesale customers, is reflected as a reduction of net sales. Expenses related to cooperative advertising for Fiscal 2015, Fiscal 2014, and Fiscal 2013, were $8.0 million, $7.3 million and $5.1 million, respectively.

Shipping and Handling

Shipping and handling costs were $92.6 million, $78.6 million and $29.1 million for Fiscal 2015, Fiscal 2014, and Fiscal 2013, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less are considered to be cash equivalents. Included in the Company’s cash and cash equivalents as of March 28, 2015 and March 29, 2014 are credit card receivables of $15.8 million and $16.0 million, respectively, which generally settle within two to three business days.

Inventories

Inventories consist of finished goods and are stated at the lower of cost or market value. Cost is determined using the weighted-average cost method. Costs include amounts paid to independent manufacturers, plus duties and freight to bring the goods to the Company’s warehouses, which are located in the United States, Holland, Canada, Japan and Hong Kong. The Company continuously evaluates the composition of its inventory and makes adjustments when the cost of inventory is not expected to be fully recoverable. The net realizable value of the Company’s inventory is estimated based on historical experience, current and forecasted demand, and market conditions. In addition, reserves for inventory loss are estimated based on historical experience and physical inventory counts. The Company’s inventory reserves are estimates, which could vary significantly from actual results if future economic conditions, customer demand or competition differ from expectations. Our historical estimates of these adjustments have not differed materially from actual results.

Store Pre-opening Costs

Costs associated with the opening of new retail stores and start up activities, are expensed as incurred.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization (carrying value). Depreciation is recorded on a straight-line basis over the expected remaining useful lives of the related assets. Equipment, furniture and fixtures, are depreciated over five to seven years, computer hardware and software are depreciated over three to five years and in-store shops are amortized over three to four years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated remaining useful lives of the related assets or the remaining lease term, including highly probable renewal periods. The Company includes all depreciation and amortization expense as a component of total operating expenses, as the underlying long-lived assets are not directly or indirectly related to bringing the Company’s products to their existing location and condition. Maintenance and repairs are charged to expense in the year incurred.

The Company’s share of the cost of constructing in-store shop displays within its wholesale customers’ floor-space (“shop-in-shops”), which is paid directly to third-party suppliers, is capitalized as property and equipment and is generally amortized over a useful life of three or four years.

The Company capitalizes, in property and equipment, direct costs incurred during the application development stage and the implementation stage for developing, purchasing or otherwise acquiring software for its internal use. These costs are amortized over the estimated useful lives of the software, generally five years. All costs incurred during the preliminary project stage, including project scoping and identification and testing of alternatives, are expensed as incurred.

Finite-Lived Intangible Assets

The Company’s finite-lived intangible assets consist of trademarks and lease rights and are stated at cost less accumulated amortization. Trademarks are amortized over twenty years and lease rights are amortized over the terms of the related lease agreements, including highly probable renewal periods, on a straight-line basis.

Impairment of Long-lived Assets

The Company evaluates its long-lived assets, including fixed assets and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The Company’s impairment testing is based on its best estimate of its future operating cash flows. If the sum of estimated undiscounted future cash flows associated with the asset is less than the asset’s carrying value, an impairment charge is recognized, which is measured as the amount by which the carrying value exceeds the fair value of the asset. These estimates of cash flow require significant management judgment and certain assumptions about future volume, sales and expense growth rates, devaluation and inflation. As such, these estimates may differ from actual cash flows.

Goodwill

The Company performs an assessment of goodwill on an annual basis, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business.

The Company assesses its goodwill for impairment initially using a qualitative approach (“step zero”) to determine whether it is more likely than not that the fair value of goodwill is greater than its carrying value. If the results of the qualitative assessment indicate that it is not more likely than not that the fair value of goodwill exceeds its carrying value, a quantitative goodwill analysis would be performed to determine if impairment is required. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, require the Company’s management to make certain assumptions and estimates regarding certain industry trends and future profitability of the Company’s reporting units. If the carrying amount of a reporting unit exceeds its fair value, the Company would compare the implied fair value of the reporting unit goodwill to its carrying value. To compute the implied fair value, the Company would assign the fair value of the reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. If the carrying value of the reporting unit goodwill exceeded the implied fair value of the reporting unit goodwill, the Company would record an impairment loss to write down such goodwill to its implied fair value. The valuation of goodwill is affected by, among other things, the Company’s business plan for the future and estimated results of future operations. Future events could cause the Company to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired.

During the fourth quarter of Fiscal 2015, the Company performed its annual impairment analysis using a qualitative approach. Based on the results of its assessment, the Company concluded that the carrying amounts of all reporting units were significantly exceeded by their respective fair values, and there were no reporting units at risk of impairment. There were no impairment charges related to goodwill in any of the fiscal periods presented.

Joint Venture Investments

The Company accounts for its investment it its Latin American joint venture as an equity method investment and records it in other assets in the Company’s consolidated balance sheets. During Fiscal 2013, the Company made a non-recourse loan to this joint venture for approximately $6.0 million, which accrues at a 5% annual rate. The purpose of the loan was to provide working capital for the joint venture’s operations. The $6.0 million loan is repayable at the time of the expiration of the joint venture agreement, along with accrued interest payable at the expiration date. The loan, along with accrued interest, is recorded in other assets in the Company’s consolidated balance sheets.

Share-based Compensation

The Company grants share-based awards to certain employees and directors of the Company. The grant date fair value of share options is calculated using the Black-Scholes option pricing model. The closing market price at the grant date is used to determine the grant date fair value of restricted shares, restricted shares units (RSUs) and performance RSUs. These fair values are recognized as expense over the requisite service period, net of estimated forfeitures, based on expected attainment of pre-established performance goals for performance grants, or the passage of time for those grants which have only time-based vesting requirements.

The Company’s expected volatility is based on the average volatility rates of similar actively traded companies over the Company’s estimated expected holding periods. The expected holding period for performance-based options is based on the period to expiration, which is generally 9-10 years, which directly correlates to the Company’s service period requirement for such options. The expected holding period for time-based options is calculated using the simplified method, which uses the vesting term of the options, generally 4 years, and the contractual term of 7 years, resulting in a holding period of 4.5-4.75 years. The simplified method was chosen as a means to determine the Company’s estimated holding period, as prior to December 2011, the Company was privately held and, as such, there is insufficient historical option exercise experience. The risk-free interest rate is derived from the zero-coupon U.S. Treasury Strips yield curve based on the grant’s estimated holding period. Determining the grant date fair value of share-based awards requires considerable judgment, including estimating expected volatility, expected term and risk-free rate. If factors change and the Company employs different assumptions, the fair value of future awards and the resulting share-based compensation expense may differ significantly from what the Company has estimated in the past.

Foreign Currency Translation and Transactions

The financial statements of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. The Company’s functional currency is the United States Dollar (“USD”) for MKHL and its United States based subsidiaries. Assets and liabilities are translated using period-end exchange rates, while revenues and expenses are translated using average exchange rates over the reporting period. The resulting translation adjustments are recorded separately in shareholders’ equity as a component of accumulated other comprehensive income (loss). Foreign currency income and losses resulting from the re-measuring of transactions denominated in a currency other than the functional currency of a particular entity are included in foreign currency loss on the Company’s consolidated statements of operations.

Derivative Financial Instruments

The Company uses forward currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain of its transactions. The Company in its normal course of business enters into transactions with foreign suppliers and seeks to minimize risks related to these transactions. The Company employs these forward currency contracts to hedge the Company’s cash flows, as they relate to foreign currency transactions. Certain of these contracts are designated as hedges for accounting purposes, while others remain undesignated. All of the Company’s derivative instruments are recorded in the Company’s consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation.

The Company designates certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges. Formal hedge documentation is prepared for all derivative instruments designated as hedges, including description of the hedged item and the hedging instrument, the risk being hedged, and the manner in which hedge effectiveness will be assessed prospectively and retrospectively. The effective portion of changes in the fair value for contracts designated as cash flow hedges is recorded in equity as a component of accumulated other comprehensive income (loss) until the hedged item effects earnings. When the inventory related to forecasted inventory purchases that are being hedged is sold to a third party, the gains or losses deferred in accumulated other comprehensive income (loss) are recognized within cost of goods sold. The Company uses regression analysis to assess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the change in the related hedged item. Effectiveness is assessed on a quarterly basis and any portion of the designated hedge contracts deemed ineffective is recorded to other income. If the hedge is no longer expected to be highly effective in the future, future changes in the fair value are recognized in earnings. For those contracts that are not designated as hedges, changes in the fair value are recorded in other income in the Company’s consolidated statements of operations. The Company classifies cash flows relating to its derivative instruments consistently with the classification of the hedged item, within cash from operating activities.

The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors, adhering to established limits for credit exposure. The aforementioned forward contracts generally have a term of no more than 12 months. The period of these contracts is directly related to the foreign transaction they are intended to hedge.

Income Taxes

Deferred income tax assets and liabilities have been provided for temporary differences between the tax bases and financial reporting bases of the Company’s assets and liabilities using the tax rates and laws in effect for the periods in which the differences are expected to reverse. The Company periodically assesses the realizability of deferred tax assets and the adequacy of deferred tax liabilities, based on the results of local, state, federal or foreign statutory tax audits or estimates and judgments used.

Realization of deferred tax assets associated with net operating loss and tax credit carryforwards is dependent upon generating sufficient taxable income prior to their expiration in the applicable tax jurisdiction. The Company periodically reviews the recoverability of its deferred tax assets and provides valuation allowances, as deemed necessary, to reduce deferred tax assets to amounts that more-likely-than-not will be realized. The Company’s management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within various taxing jurisdictions, expectations of future taxable income, the carryforward periods remaining and other factors. Changes in the required valuation allowance are recorded in income in the period such determination is made. Deferred tax assets could be reduced in the future if the Company’s estimates of taxable income during the carryforward period are significantly reduced or alternative tax strategies are no longer viable.

The Company recognizes the impact of an uncertain income tax position taken on its income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will be recognized if it has less than a 50% likelihood of being sustained. The tax positions are analyzed periodically (at least quarterly) and adjustments are made as events occur that warrant adjustments for those positions. The Company records interest expense and penalties payable to relevant tax authorities as income tax expense.

Rent Expense, Deferred Rent and Landlord Construction Allowances

The Company leases office space, retail stores and distribution facilities under agreements that are classified as operating leases. Many of these operating leases include contingent rent provisions (percentage rent), and/or provide for certain landlord allowances related to tenant improvements and other relevant items. The recognition of rent expense for an operating lease commences on the earlier of the related lease commencement date or the date of possession of the property. Rent expense is calculated by recognizing total minimum rental payments (net of any rental abatements, construction allowances and other rental concessions) on a straight-line basis over the lease term. The difference between straight-line rent expense and rent paid is recorded as deferred rent, which is classified within short-term and long-term liabilities in the Company’s consolidated balance sheets. The Company accounts for landlord allowances and incentives as a component of deferred rent, which is amortized over the lease term as a reduction of rent expense. The Company records rent expense as a component of selling, general and administrative expenses.

Deferred Financing Costs

The Company defers costs directly associated with acquiring third party financing. These deferred costs are amortized on a straight-line basis, which approximates the effective interest method, as interest expense over the term of the related indebtedness. As of March 28, 2015, deferred financing costs were $2.1 million, net of accumulated amortization of $3.6 million. As of March 29, 2014, deferred financing costs were $2.9 million, net of accumulated amortization of $2.8 million. Deferred financing costs are included in other assets on the consolidated balance sheets.

Net Income per Share

The Company’s basic net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period.

Diluted net income per ordinary share reflects the potential dilution that would occur if share option grants or any other potentially dilutive instruments, including restricted shares and units (“RSUs”), were exercised or converted into ordinary shares. These potentially dilutive securities are included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods. Performance-based RSUs are included in diluted shares if the related performance conditions are considered satisfied as of the end of the reporting period and to the extent they are dilutive under the treasury stock method.

The components of the calculation of basic net income per ordinary share and diluted net income per ordinary share are as follows (in thousands except share and per share data):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Numerator:

        

Net income

   $ 881,023       $ 661,485       $ 397,602   

Denominator:

        

Basic weighted average shares

     202,680,572        202,582,945        196,615,054  

Weighted average dilutive share equivalents:

        

Share options and restricted shares/units

     3,185,197        3,055,162        4,925,090  
  

 

 

    

 

 

    

 

 

 

Diluted weighted average shares

  205,865,769     205,638,107     201,540,144  

Basic net income per share

$ 4.35    $ 3.27    $ 2.02   
  

 

 

    

 

 

    

 

 

 

Diluted net income per share

$ 4.28    $ 3.22    $ 1.97   
  

 

 

    

 

 

    

 

 

 

Share equivalents for 699,321 shares, 44,256 shares, and 7,341 shares, for fiscal years ending March 28, 2015, March 29, 2014, and March 30, 2013, respectively, have been excluded from the above calculation due to their anti-dilutive effect.

Recent Accounting Pronouncements — The Company has considered all new accounting pronouncements and has concluded that, with the exception of the below, there are no new pronouncements that are currently expected to have a material impact on results of operations, financial condition, or cash flows.

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period,” ASU 2014-12 requires that a performance target under stock-based compensation arrangements that could be achieved after the service period is treated as a performance condition and not reflected in the grant-date fair value of the award. Rather, the related compensation cost should be recognized when it becomes probable that the performance targets will be achieved. ASU 2014-12 is effective beginning with the Company’s Fiscal 2017, with early adoption and retrospective application permitted. The Company does not expect that ASU 2014-12 will have a significant impact on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which provides new guidance for revenues recognized from contracts with customers, and will replace the existing revenue recognition guidance. ASU No. 2014-09 requires that revenue is recognized at an amount the company is entitled to upon transferring control of goods or services to customers, as opposed to when risks and rewards transfer to a customer. ASU No. 2014-09 will become effective for the interim reporting periods within the annual reporting period beginning after December 15, 2016, or beginning with the Company’s Fiscal 2018, and may be applied retrospectively to all prior periods presented, or retrospectively with a cumulative adjustment to retained earnings in the year of adoption. In April 2015, the FASB issued a proposal to defer the effective date by one year which, if approved, would make this standard effective beginning in the Company’s Fiscal 2019. The Company is currently evaluating the adoption method and the impact that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies (Tables)

The following table details the activity and balances of the Company’s sales reserves for the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013 (in thousands):

 

     Balance
Beginning
of Year
     Amounts
Charged to
Revenue
     Write-offs
Against
Reserves
     Balance
at
Year End
 

Retail

           

Return Reserves:

           

Fiscal year ended March 28, 2015

   $ 2,320       $ 57,031       $ (56,873    $ 2,478   

Fiscal year ended March 29, 2014

     3,146         45,632         (46,458      2,320   

Fiscal year ended March 30, 2013

     1,659         35,448         (33,961      3,146   
     Balance
Beginning
of Year
     Amounts
Charged to
Revenue
     Write-offs
Against
Reserves
     Balance
at
Year End
 

Wholesale

           

Total Sales Reserves:

           

Fiscal year ended March 28, 2015

   $ 65,921       $ 281,032       $ (259,408    $ 87,545   

Fiscal year ended March 29, 2014

     43,009         203,465         (180,553      65,921   

Fiscal year ended March 30, 2013

     30,381         135,450         (122,822      43,009   

The components of the calculation of basic net income per ordinary share and diluted net income per ordinary share are as follows (in thousands except share and per share data):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Numerator:

        

Net income

   $ 881,023       $ 661,485       $ 397,602   

Denominator:

        

Basic weighted average shares

     202,680,572        202,582,945        196,615,054  

Weighted average dilutive share equivalents:

        

Share options and restricted shares/units

     3,185,197        3,055,162        4,925,090  
  

 

 

    

 

 

    

 

 

 

Diluted weighted average shares

  205,865,769     205,638,107     201,540,144  

Basic net income per share

$ 4.35    $ 3.27    $ 2.02   
  

 

 

    

 

 

    

 

 

 

Diluted net income per share

$ 4.28    $ 3.22    $ 1.97   
  

 

 

    

 

 

    

 

 

 
Receivables (Tables)
Receivables

Receivables consist of (in thousands):

 

     March 28,
2015
     March 29,
2014
 

Trade receivables:

     

Credit risk assumed by factors/insured

   $ 374,150       $ 261,900   

Credit risk retained by Company

     67,530         93,045   

Receivables due from licensees

     11,763         11,302   
  

 

 

    

 

 

 
  453,443      366,247   

Less allowances:

  (90,024   (68,241
  

 

 

    

 

 

 
$ 363,419    $ 298,006   
  

 

 

    

 

 

 
Property and Equipment, Net (Tables)
Property and Equipment, Net

Property and equipment, net, consists of (in thousands):

 

     March 28,
2015
     March 29,
2014
 

Furniture and fixtures

   $ 160,178       $ 108,757   

Equipment

     73,609         31,683   

Computer equipment and software

     104,372         50,646   

In-store shops

     189,308         123,637   

Leasehold improvements

     294,225         216,451   
  

 

 

    

 

 

 
  821,692      531,174   

Less: accumulated depreciation and amortization

  (337,755   (234,381
  

 

 

    

 

 

 
  483,937      296,793   

Construction-in-progress

  78,997      53,885   
  

 

 

    

 

 

 
$ 562,934    $ 350,678   
  

 

 

    

 

 

 
Intangible Assets and Goodwill (Tables)

The following table details the carrying values of intangible assets and goodwill (in thousands):

 

     March 28, 2015      March 29, 2014  
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net      Gross
Carrying
Amount
     Accumulated
Amortization
     Net  

Trademarks

   $ 23,000       $ 13,995       $ 9,005       $ 23,000       $ 12,845       $ 10,155   

Lease Rights

     61,087         8,551         52,536         41,748         3,869         37,879   

Goodwill

     14,005         —           14,005         14,005         —           14,005   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
$ 98,092    $ 22,546    $ 75,546    $ 78,753    $ 16,714    $ 62,039   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Estimated amortization expense for each of the next five years is as follows (in thousands):

 

Fiscal 2016

$ 7,331   

Fiscal 2017

  7,164   

Fiscal 2018

  7,130   

Fiscal 2019

  7,105   

Fiscal 2020

  7,093   

Thereafter

  25,718   
  

 

 

 
$ 61,541   
  

 

 

 
Current Assets and Current Liabilities (Tables)

Prepaid expenses and other current assets consist of the following (in thousands):

 

     March 28,
2015
     March 29,
2014
 

Prepaid taxes

   $ 60,637       $ 20,943   

Unrealized gains on forward foreign exchange contracts

     25,004         12   

Leasehold incentive receivable

     12,289         8,022   

Prepaid rent

     11,681         8,740   

Other

     17,832         12,775   
  

 

 

    

 

 

 
$ 127,443    $ 50,492   
  

 

 

    

 

 

 

Accrued expenses and other current liabilities consist of the following (in thousands):

 

     March 28,
2015
     March 29,
2014
 

Other taxes payable

   $ 20,202       $ 17,321   

Accrued rent

     27,058         14,159   

Advance royalties

     5,081         2,097   

Professional services

     7,347         6,319   

Accrued litigation

     5,539         2,009   

Accrued advertising

     5,653         4,810   

Accrued samples

     816         797   

Unrealized loss on forward foreign exchange contracts

     600         1,875   

Other

     22,850         13,332   
  

 

 

    

 

 

 
$ 95,146    $ 62,719   
  

 

 

    

 

 

 
Commitments and Contingencies (Tables)

Rent expense for the Company’s operating leases consists of the following (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Minimum rentals

   $ 151,007       $ 107,071       $ 74,708   

Contingent rent

     65,752         56,299         29,871   
  

 

 

    

 

 

    

 

 

 

Total rent expense

$ 216,759    $ 163,370    $ 104,579   
  

 

 

    

 

 

    

 

 

 

Future minimum lease payments under the terms of these noncancelable operating lease agreements are as follows (in thousands):

 

Fiscal years ending:       

2016

   $ 177,159   

2017

     183,467   

2018

     184,184   

2019

     177,927   

2020

     174,676   

Thereafter

     695,255   
  

 

 

 
$ 1,592,668   
  

 

 

 
Fair Value of Financial Instruments (Tables)
Contracts Measured and Recorded at Fair Value on Recurring and Categorized in Level 2 of Fair Value Hierarchy

All contracts are measured and recorded at fair value on a recurring basis and are categorized in Level 2 of the fair value hierarchy, as shown in the following table:

 

    Fair value at March 28, 2015, using:     Fair value at March 29, 2014, using:  
(In thousands)   Quoted prices
in active
markets for
identical
assets
(Level 1)
    Significant
other
observable
inputs
(Level 2)
    Significant
unobservable
inputs
(Level 3)
    Quoted prices
in active
markets for
identical
assets
(Level 1)
    Significant
other
observable
inputs
(Level 2)
    Significant
unobservable
inputs
(Level 3)
 

Foreign currency forward contracts- Euro

  $ —        $ 23,590      $ —        $ —        $ (1,875   $ —     

Foreign currency forward contracts- Canadian Dollar

    —          1,404        —          —          —          —     

Foreign currency forward contracts- U.S. Dollar

    —          (590     —          —          12        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

$ —      $ 24,404    $ —      $ —      $ (1,863 $ —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Derivative Financial Instruments (Tables)

The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis in the consolidated balance sheets as of March 28, 2015 and March 29, 2014 (in thousands):

 

                   Fair Values  
     Notional Amounts      Current Assets (1)      Current Liabilities (2)  
     March 28,
2015
     March 29,
2014
     March 28,
2015
     March 29,
2014
     March 28,
2015
     March 29,
2014
 

Designated forward currency exchange contracts

   $ 226,090       $ 127,955       $ 23,590       $ 5       $ 522       $ 1,875   

Undesignated forward currency exchange contracts

     25,788         27,105         1,414         7         78         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 251,878    $ 155,060    $ 25,004    $ 12    $ 600    $ 1,875   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Recorded within prepaid expenses and other current assets in the Company’s audited consolidated balance sheets.

(2)

Recorded within accrued expenses and other current liabilities in the Company’s audited consolidated balance sheets.

The following table summarizes the impact of the effective portion of gains and losses of the forward contracts designated as hedges for the fiscal years ended March 28, 2015 and March 29, 2014 (in thousands):

 

     Fiscal Year Ended March 28, 2015      Fiscal Year Ended March 29, 2014  
     Pre-Tax
Gain
Recognized
in OCI
(Effective Portion)
     Pre-tax Gain
Reclassified from
Accumulated OCI
into Earnings
(Effective Portion)
     Pre-Tax
(Loss)
Recognized
in OCI
(Effective Portion)
     Pre-tax Loss
Reclassified from
Accumulated OCI
into Earnings
(Effective Portion)
 

Forward currency exchange contracts

   $ 36,633       $ 2,059       $ (3,797    $ (540
Accumulated Other Comprehensive Income (Tables)
Changes in Components of Accumulated Other Comprehensive Income, Net of Taxes

The following table details changes in the components of accumulated other comprehensive income, net of taxes for Fiscal 2015, Fiscal 2014 and Fiscal 2013 (in thousands):

 

     Foreign Currency
Translation
Losses
     Net Gains
(Losses) on
Derivatives
     Total
Accumulated Other
Comprehensive
Income (Loss)
 

Balance at March 31, 2012

   $ (735    $ —         $ (735

Other comprehensive income (loss) before reclassifications (1)

     (4,006      1,280         (2,726

Amounts reclassified from AOCI to earnings (1)

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) net of tax

  (4,006   1,280      (2,726
  

 

 

    

 

 

    

 

 

 

Balance at March 30, 2013

  (4,741   1,280      (3,461
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) before reclassifications

  (34   (3,360   (3,394

Less: amounts reclassified from AOCI to earnings (2)

  —        (482   (482
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) net of tax

  (34   (2,878   (2,912
  

 

 

    

 

 

    

 

 

 

Balance at March 29, 2014

  (4,775   (1,598   (6,373
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) before reclassifications (3)

  (91,293   32,822      (58,471

Less: amounts reclassified from AOCI to earnings (2)

  —        1,960      1,960   
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) net of tax

  (91,293   30,862      (60,431
  

 

 

    

 

 

    

 

 

 

Balance at March 28, 2015

$ (96,068 $ 29,264    $ (66,804
  

 

 

    

 

 

    

 

 

 

 

(1) The Company did not begin to designate certain of its hedges as accounting hedges until the end of Fiscal 2013.
(2) Reclassified amounts relate to the Company’s forward foreign currency exchange contracts for inventory purchases and are recorded within Cost of goods sold in the Company’s consolidated statements of operations. The related tax effects recorded within income tax expense in the Company’s consolidated statements of operations were not material.
(3) Other comprehensive income (loss) before reclassifications is related to derivative financial instruments designated as cash flow hedges net of tax provision of $3.7 million for Fiscal 2015. The tax effects related to all other amounts were not material.
Share-Based Compensation (Tables)

The following table summarizes the share options activity during Fiscal 2015, and information about options outstanding at March 28, 2015:

 

     Number of
Options
     Weighted
Average
Exercise price
     Weighted
Average
Remaining
Contractual
Life (years)
     Aggregate
Intrinsic
Value
(in thousands)
 

Outstanding at March 29, 2014

     8,377,928       $ 13.69         

Granted

     810,063       $ 90.56         

Exercised

     (1,782,246    $ 8.69         

Canceled/forfeited

     (218,742    $ 28.05         
  

 

 

          

Outstanding at March 28, 2015

  7,187,003    $ 23.14      5.37    $ 333,870   
  

 

 

    

 

 

    

 

 

    

 

 

 

Vested or expected to vest at March 28, 2015

  7,102,610    $ 23.14      5.37   
  

 

 

    

 

 

    

 

 

    

Vested and exercisable at March 28, 2015

  3,365,746    $ 12.61      4.89    $ 182,984   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table represents assumptions used to estimate the fair value of options:

 

     Fiscal Years Ended  
     March 28,
2015
    March 29,
2014
    March 30,
2013
 

Expected dividend yield

     0.0     0.0     0.0

Volatility factor

     33.2     46.0     48.5

Weighted average risk-free interest rate

     1.5     1.0     0.6

Expected life of option

     4.75 years        4.75 years        4.75 years   

The following table summarizes restricted share activity under the 2012 Plan during Fiscal 2015:

 

     Restricted Shares  
     Number of Unvested
Restricted Shares
     Weighted
Average Grant
Date Fair Value
 

Unvested at March 29, 2014

     657,853       $ 38.38   

Granted

     436,317       $ 90.46   

Vested

     (288,599    $ 32.52   

Canceled/forfeited

     (34,979    $ 69.94   
  

 

 

    

Unvested at March 28, 2015

  770,592    $ 68.77   
  

 

 

    

The following table summarizes the RSU activity under the 2012 Plan during Fiscal 2015:

 

     Service-based      Performance-based  
     Number of
Restricted
Share Units
     Weighted
Average Grant
Date Fair Value
     Number of
Restricted
Share Units
     Weighted
Average Grant
Date Fair Value
 

Unvested at March 29, 2014

     36,701       $ 40.83         163,077       $ 62.24   

Granted

     20,409       $ 74.42         155,570       $ 91.70   

Vested

     (11,770    $ 38.06         —         $ —     

Canceled/forfeited

     (9,400    $ 20.00         (1,446    $ 62.24   
  

 

 

       

 

 

    

Unvested at March 28, 2015

  35,940    $ 66.26      317,201    $ 76.69   
  

 

 

       

 

 

    
Taxes (Tables)

Income before provision for income taxes consisted of the following (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

U.S.

   $ 814,368       $ 792,899       $ 538,607   

Non-U.S.

     441,455         214,748         88,520   
  

 

 

    

 

 

    

 

 

 

Total income before provision for income taxes

$ 1,255,823    $ 1,007,647    $ 627,127   
  

 

 

    

 

 

    

 

 

 
The provision for income taxes was as follows (in thousands):
     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Current

        

U.S. Federal

   $ 277,001       $ 295,159       $ 179,014   

U.S. State

     49,645         50,348         32,249   

Non-U.S.

     41,922         30,560         15,040   
  

 

 

    

 

 

    

 

 

 

Total current

  368,568      376,067      226,303   
  

 

 

    

 

 

    

 

 

 

Deferred

U.S. Federal

  5,020      (24,847   1,246   

U.S. State

  331      (3,594   2,088   

Non-U.S.

  881      (1,464   (112
  

 

 

    

 

 

    

 

 

 

Total deferred

  6,232      (29,905   3,222   
  

 

 

    

 

 

    

 

 

 

Total provision for income taxes

$ 374,800    $ 346,162    $ 229,525   
  

 

 

    

 

 

    

 

 

 

The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company’s effective tax rate for financial statement purposes:

 

     Fiscal Years Ended  
     March 28,
2015
    March 29,
2014
    March 30,
2013
 

Federal tax at 35% statutory rate

     35.0     35.0     35.0

State and local income taxes, net of federal benefit

     2.4     2.3     3.6

Differences in tax effects on foreign income

     -9.0     -3.9     -3.1

Foreign tax credit

     -0.4     -0.2     -0.2

Liability for uncertain tax positions

     0.2     0.8     0.5

Effect of changes in valuation allowances on deferred tax assets

     -0.1     -0.2     0.3

Other

     1.7     0.6     0.5
  

 

 

   

 

 

   

 

 

 
  29.8   34.4   36.6
  

 

 

   

 

 

   

 

 

 

Significant components of the Company’s deferred tax assets (liabilities) consist of the following (in thousands):

 

       March 28,  
2015
      March 29, 
2014
 

Deferred tax assets

     

Inventories

   $ 11,194       $ 11,380   

Payroll related accruals

     408         4,722   

Deferred rent

     30,428         24,281   

Deferred revenue

     —           2,389   

Net operating loss carryforwards

     5,860         7,743   

Stock compensation

     23,845         14,117   

Sales allowances

     10,090         7,654   

Other

     11,054         9,589   
  

 

 

    

 

 

 
  92,879      81,875   

Valuation allowance

  (5,640   (8,020
  

 

 

    

 

 

 

Total deferred tax assets

  87,239      73,855   
  

 

 

    

 

 

 

Deferred tax liabilities

Goodwill and intangibles

  (32,704   (24,324

Depreciation

  (34,633   (20,691

Other

  (3,910   (526
  

 

 

    

 

 

 

Total deferred tax liabilities

  (71,247   (45,541
  

 

 

    

 

 

 

Net deferred tax assets

$ 15,992    $ 28,314   
  

 

 

    

 

 

 

A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding accrued interest, for Fiscal 2015, Fiscal 2014, and Fiscal 2013, are presented below (in thousands):

 

     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Unrecognized tax benefits beginning balance

   $ 18,087       $ 6,628       $ 1,758   

Additions related to prior period tax positions

     443         2,515         3,318   

Additions related to current period tax positions

     5,193         9,312         2,482   

Decreases from prior period positions

     (3,838      (368      (930
  

 

 

    

 

 

    

 

 

 

Unrecognized tax benefits ending balance

$ 19,885    $ 18,087    $ 6,628   
  

 

 

    

 

 

    

 

 

 
Segment Information (Tables)

The following table presents the key performance information of the Company’s reportable segments (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Revenue:

        

Net sales: Retail

   $ 2,134,578       $ 1,593,005       $ 1,062,642   

Wholesale

     2,065,088         1,577,517         1,032,115   

Licensing

     171,803         140,321         86,975   
  

 

 

    

 

 

    

 

 

 

Total revenue

$ 4,371,469    $ 3,310,843    $ 2,181,732   
  

 

 

    

 

 

    

 

 

 

Income from operations:

Retail

$ 557,162    $ 467,248    $ 315,654   

Wholesale

  610,886      459,774      269,323   

Licensing

  88,925      81,149      45,037   
  

 

 

    

 

 

    

 

 

 

Income from operations

$ 1,256,973    $ 1,008,171    $ 630,014   
  

 

 

    

 

 

    

 

 

 
Depreciation and amortization expense for each segment are as follows (in thousands):   
     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Depreciation and amortization:

        

Retail (1)

   $ 84,523       $ 46,679       $ 35,388   

Wholesale

     52,980         32,364         18,531   

Licensing

     922         611         372   
  

 

 

    

 

 

    

 

 

 

Total depreciation and amortization

$ 138,425    $ 79,654    $ 54,291   
  

 

 

    

 

 

    

 

 

 

 

  (1) 

Excluded from the above table are impairment charges related to the retail segment for $0.8 million, $1.3 million, and $0.7 million, during the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013, respectively.

Total revenue (as recognized based on country of origin) and long-lived assets by geographic location of the consolidated Company are as follows (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     March 29,
2014
     March 30,
2013
 

Net revenues:

        

North America (U.S. and Canada)(1)

   $ 3,418,924       $ 2,771,818       $ 1,938,635   

Europe

     884,645         500,478         220,724   

Other regions

     67,900         38,547         22,373   
  

 

 

    

 

 

    

 

 

 

Total net revenues

$ 4,371,469    $ 3,310,843    $ 2,181,732   
  

 

 

    

 

 

    

 

 

 

 
          As of  
            March 28,
2015
     March 29,
2014
 

Long-lived assets:

        

North America (U.S. and Canada)(1)

      $ 443,816       $ 283,162   

Europe

        169,243         108,074   

Other regions

        11,416         7,476   
     

 

 

    

 

 

 

Total Long-lived assets:

$ 624,475    $ 398,712   
     

 

 

    

 

 

 

 

  (1) 

Net revenues earned in the U.S. during Fiscal 2015, Fiscal 2014, and Fiscal 2013 were $3,227.5 million, $2,600.1 million and $1,800.4 million, respectively. Long-lived assets located in the U.S. as of March 28, 2015 and March 29, 2014 were $418.8 million and $265.9 million, respectively.

Net revenues by major product category are as follows (in thousands):

 

     Fiscal Years Ended  
     March 28,
2015
     % of
Total
    March 29,
2014
     % of
Total
    March 30,
2013
     % of
Total
 

Accessories

   $ 2,872,221         68.4   $ 2,060,824         65.0   $ 1,255,536         59.9

Apparel

     549,433         13.1     482,435         15.2     413,731         19.8

Footwear

     444,046         10.5     337,988         10.7     210,982         10.1

Licensed product

     333,966         8.0     289,275         9.1     214,508         10.2
  

 

 

      

 

 

      

 

 

    

Net sales

$ 4,199,666    $ 3,170,522    $ 2,094,757   
  

 

 

      

 

 

      

 

 

    
Other income (Tables)
Other Income

Other income consists of the following (in thousands):

 

     Fiscal Year Ended  
     March 28,
2015
 

Income related to joint venture (1)

   $ 130   

Income related to anti-counterfeit program

     1,505   

Net gains on foreign currency forward contracts (1)

     1,482   
  

 

 

 
$ 3,117   
  

 

 

 

 

  (1) 

Prior period amounts have been included in income from operations and have not been reclassified to other income due to immateriality.

Selected Quarterly Financial Information (Unaudited) (Tables)
Summary of Quarterly Results

The following table summarizes the Fiscal 2015 and 2014 quarterly results (dollars in thousands):

 

     Fiscal Quarter Ended  
     June      September      December      March  

Year Ended March 28, 2015

           

Total revenue

   $ 919,154       $ 1,056,605       $ 1,314,726       $ 1,080,984   

Gross profit

   $ 571,633       $ 645,027       $ 800,143       $ 630,848   

Income from operations

   $ 276,771       $ 305,558       $ 418,477       $ 256,167   

Net income

   $ 187,716       $ 206,990       $ 303,675       $ 182,642   

Weighted average ordinary shares outstanding:

           

Basic

     203,749,572         204,464,952         202,668,541         199,828,293   

Diluted

     207,176,243         207,432,250         205,647,816         203,195,838   

Year Ended March 29, 2014

           

Total revenue

   $ 640,859       $ 740,303       $ 1,012,229       $ 917,452   

Gross profit

   $ 397,271       $ 449,875       $ 619,498       $ 549,426   

Income from operations

   $ 197,562       $ 221,460       $ 343,240       $ 245,909   

Net income

   $ 124,996       $ 145,808       $ 229,643       $ 161,038   

Weighted average ordinary shares outstanding:

           

Basic

     201,208,189         202,560,870         203,175,380         203,387,343   

Diluted

     204,336,124         205,154,692         206,088,062         206,973,550   
Activity and Balances of Sales Reserves (Detail) (Allowance for sales returns, USD $)
In Thousands, unless otherwise specified
12 Months Ended
Mar. 28, 2015
Mar. 29, 2014
Mar. 30, 2013
Retail
 
 
 
Valuation and Qualifying Accounts Disclosure [Line Items]
 
 
 
Balance Beginning of Year
$ 2,320 
$ 3,146 
$ 1,659 
Amounts Charged to Revenue
57,031 
45,632 
35,448 
Write-offs Against Reserves
(56,873)
(46,458)
(33,961)
Balance at Year End
2,478 
2,320 
3,146 
Wholesale
 
 
 
Valuation and Qualifying Accounts Disclosure [Line Items]
 
 
 
Balance Beginning of Year
65,921 
43,009 
30,381 
Amounts Charged to Revenue
281,032 
203,465 
135,450 
Write-offs Against Reserves
(259,408)
(180,553)
(122,822)
Balance at Year End
$ 87,545 
$ 65,921 
$ 43,009 
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)
12 Months Ended
Mar. 28, 2015
Mar. 29, 2014
Mar. 30, 2013
Significant Accounting Policies [Line Items]
 
 
 
Advertising and marketing expense
$ 103,600,000 
$ 65,700,000 
$ 41,900,000 
Cooperative advertising Expenses
8,000,000 
7,300,000 
5,100,000 
Shipping and handling costs
92,600,000 
78,600,000 
29,100,000 
Credit card receivables
15,800,000 
16,000,000 
 
Impairment charges
Non-recourse loan to sole joint venture
6,000,000 
Non-recourse loan annual rate
 
 
5.00% 
Forward contracts term, maximum
12 months 
 
 
Deferred finance cost
2,100,000 
2,900,000 
 
Accumulated amortization of deferred finance cost
$ 3,600,000 
$ 2,800,000 
 
Anti-dilutive securities excluded from computation of earning per share captured in the above table per client request.
699,321 
44,256 
7,341 
Equipment, Furniture And Fixtures |
Minimum
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Property, plant and equipment, useful life
5 years 
 
 
Equipment, Furniture And Fixtures |
Maximum
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Property, plant and equipment, useful life
7 years 
 
 
Computer Hardware And Software |
Minimum
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Property, plant and equipment, useful life
3 years 
 
 
Computer Hardware And Software |
Maximum
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Property, plant and equipment, useful life
5 years 
 
 
In-Store Shops |
Minimum
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Property, plant and equipment, useful life
3 years 
 
 
In-Store Shops |
Maximum
 
 
 
Significant Accounting Policies [Line Items]