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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,” “KORS 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, lifestyle stores, including concessions and outlet stores located primarily in the United States, Canada, Europe and Japan. 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, cosmetics, eyewear, leather goods, jewelry, watches, coats, men’s suits, swimwear, furs and ties.
The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The consolidated financial statements as of September 28, 2013, and for the three and six months ended September 28, 2013 and September 29, 2012, are unaudited. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The interim financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, necessary for a fair presentation in conformity with GAAP. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended March 30, 2013, as filed with the Securities and Exchange Commission on May 29, 2013, in the Company’s Annual Report on Form 10-K. The results of operations for the interim periods should not be considered indicative of results to be expected for the full fiscal year.
The Company utilizes a 52 to 53 week fiscal year ending on the Saturday closest to March 31. As such, the term “Fiscal Year” or “Fiscal” refers to the 52-week or 53-week period, ending on that day. The results for the three and six months ended September 28, 2013 and September 29, 2012, are based on a 13-week and 26-week period.
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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.
Store Pre-opening Costs
Costs associated with the opening of new retail stores and start up activities are expensed as incurred.
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, of which certain of these contracts are designated as hedges for accounting purposes, while others are undesignated hedges for hedge accounting purposes. These derivative instruments are recorded on the Company’s consolidated balance sheets at fair value, regardless of if they are designated or undesignated as hedges.
Prior to Fiscal 2013, the Company did not designate these instruments as hedges for hedge accounting purposes. During the third quarter of Fiscal 2013, the Company adopted the provisions of hedge accounting and elected to designate certain contracts entered into during that period as hedges for hedge accounting purposes, and will continue to do so going forward, for contracts related to the purchase of inventory. Accordingly, the effective portion of changes in the fair value for contracts entered into during the three and six months ended September 28, 2013, are recorded in equity as a component of accumulated other comprehensive income, and to cost of sales for any portion of those contracts deemed ineffective. The Company will continue to record changes in the fair value of hedge designated contracts in this manner until their maturity, where the unrealized gain or loss will be recognized into earnings in that period. For those contracts entered into prior to adoption of hedge accounting, as well as those that will not be designated as hedges in future periods, changes in the fair value, as of each balance sheet date and upon maturity, are recorded in cost of sales or operating expenses, within the Company’s consolidated statements of operations, as applicable to the transactions for which the forward exchange contracts were intended to hedge. During the six months ended September 28, 2013, the net realized gain of $0.1 million, related to the change in fair value of those contracts not designated as hedges, was recorded as a component of cost of sales. In addition, the net unrealized loss related to contracts designated as hedges for $3.5 million, was charged to equity as a component of accumulated other comprehensive income during the six months ended September 28, 2013. For the six months ended September 28, 2013, amounts related to the ineffectiveness of these contracts were de minimis. The following table details the fair value of these contracts as of September 28, 2013, and March 30, 2013 (in thousands):
September 28, 2013 |
March 30, 2013 |
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Prepaid expenses and other current assets |
$ | 127 | $ | 1,367 | ||||
Accrued expenses and other current liabilities |
$ | (2,258 | ) | $ | (71 | ) |
The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. In attempts to mitigate counterparty credit risk, the Company 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. The notional amount of these contracts outstanding at September 28, 2013 was approximately $123.7 million, which was comprised predominately of those designated as hedges.
Net Income Per Share
The Company’s basic net income per share excludes the dilutive effect of share options and units, as well as unvested restricted shares. It is based upon the weighted average number of ordinary shares outstanding during the period divided into net income.
Diluted net income per share reflects the potential dilution that would occur if share option grants or any other dilutive equity instruments were exercised or converted into ordinary shares. These equity instruments are included as potential dilutive securities to the extent they are dilutive under the treasury stock method for the applicable periods.
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):
Three Months Ended | Six Months Ended | |||||||||||||||
September 28, 2013 |
September 29, 2012 |
September 28, 2013 |
September 29, 2012 |
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Numerator: |
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Net Income |
$ | 145,808 | $ | 97,828 | $ | 270,804 | $ | 166,473 | ||||||||
Denominator: |
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Basic weighted average ordinary shares |
202,560,870 | 194,323,935 | 202,686,313 | 193,557,194 | ||||||||||||
Weighted average dilutive share equivalents: |
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Share options and restricted shares/units |
2,593,822 | 5,868,356 | 2,860,878 | 6,234,514 | ||||||||||||
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Diluted weighted average ordinary shares |
205,154,692 | 200,192,291 | 205,547,191 | 199,791,708 | ||||||||||||
Basic net income per ordinary share |
$ | 0.72 | $ | 0.50 | $ | 1.34 | $ | 0.86 | ||||||||
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Diluted net income per ordinary share |
$ | 0.71 | $ | 0.49 | $ | 1.32 | $ | 0.83 | ||||||||
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Share equivalents for the three and six months ended September 28, 2013 for 86,516 shares and 75,116 shares, respectively, have been excluded from the above calculation as they were anti-dilutive. Share equivalents for the six months ended September 29, 2012 for 52,878 shares have been excluded from the above calculation as they were anti-dilutive. There were no anti-dilutive shares for the three months ended September 29, 2012.
Recent Accounting Pronouncements—The Company has considered all new accounting pronouncements and, other than the new pronouncement described below, has concluded that there are no new pronouncements that have a material impact on results of operations, financial condition, or cash flows, based on current information.
During the fiscal quarter ended September 28, 2013, the company adopted the provisions of Accounting Standard Update 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”) which the Financial Accounting Standards Board (“FASB”) issued in February 2013. ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The ASU is effective for annual periods and interim periods within those periods beginning after December 15, 2012.
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3. Receivables, net
Receivables, net consist of (in thousands):
September 28, 2013 |
March 30, 2013 |
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Trade receivables: |
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Credit risk assumed by factors/insured |
$ | 215,297 | $ | 199,677 | ||||
Credit risk retained by Company |
39,393 | 45,588 | ||||||
Receivables due from licensees |
23,507 | 7,344 | ||||||
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278,197 | 252,609 | |||||||
Less allowances: |
(49,347 | ) | (46,155 | ) | ||||
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$ | 228,850 | $ | 206,454 | |||||
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The Company has historically assigned a substantial portion of its trade receivables to factors in the United States 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 September 28, 2013. 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 under 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 $2.1 million and $1.1 million, at September 28, 2013 and March 30, 2013, respectively.
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4. Property and Equipment, net
Property and equipment consist of (in thousands):
September 28, 2013 |
March 30, 2013 |
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Furniture and fixtures |
$ | 90,373 | $ | 76,336 | ||||
Equipment |
15,098 | 13,276 | ||||||
Computer equipment and software |
33,243 | 29,429 | ||||||
In-store shops |
97,573 | 78,809 | ||||||
Leasehold improvements |
191,227 | 168,306 | ||||||
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427,514 | 366,156 | |||||||
Less: accumulated depreciation and amortization |
(196,229 | ) | (165,340 | ) | ||||
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231,285 | 200,816 | |||||||
Construction-in-progress |
53,295 | 41,297 | ||||||
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$ | 284,580 | $ | 242,113 | |||||
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Depreciation and amortization of property and equipment for the three and six months ended September 28, 2013, was $17.5 million and $33.1 million, respectively, and for the three and six months ended September 29, 2012, was $11.9 million and $24.6 million, respectively.
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5. Intangible Assets and Goodwill
The following table discloses the carrying values of intangible assets and goodwill (in thousands):
September 28, 2013 | March 30, 2013 | |||||||||||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Net | Gross Carrying Amount |
Accumulated Amortization |
Net | |||||||||||||||||||
Trademarks |
$ | 23,000 | $ | 12,267 | $ | 10,733 | $ | 23,000 | $ | 11,693 | $ | 11,307 | ||||||||||||
Lease Rights |
27,960 | 2,377 | 25,583 | 11,548 | 1,875 | 9,673 | ||||||||||||||||||
Goodwill |
14,005 | — | 14,005 | 14,005 | — | 14,005 | ||||||||||||||||||
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$ | 64,965 | $ | 14,644 | $ | 50,321 | $ | 48,553 | $ | 13,568 | $ | 34,985 | |||||||||||||
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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. Amortization expense was $0.5 million and $1.0 million for the three and six months ended September 28, 2013, respectively, and $0.4 million and $0.7 million, for the three and six months ended September 29, 2012, respectively.
Goodwill is not amortized but will be evaluated for impairment in the last quarter of Fiscal 2014, or whenever impairment indicators exist. As of September 28, 2013, 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):
Remainder of Fiscal 2014 |
$ | 2,060 | ||
Fiscal 2015 |
4,563 | |||
Fiscal 2016 |
4,565 | |||
Fiscal 2017 |
4,565 | |||
Fiscal 2018 |
4,519 | |||
Thereafter |
16,044 | |||
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$ | 36,316 | |||
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6. Credit Facilities
Secured Revolving Credit Facility
The Company had a revolving credit facility, with a maturity date of September 15, 2015, which it terminated during February 2013 (the “2011 Credit Facility”). The 2011 Credit Facility was originally entered into during Fiscal 2007 and was amended on September 15, 2011. Pursuant to such amendment, the Credit Facility provided up to $100.0 million of borrowings, and was originally set to expire on September 15, 2015. The agreement also provided for loans and letters of credit to the Company’s European subsidiaries of up to $35.0 million. All other terms and conditions under the 2011 Credit Facility remained consistent with the original agreement. The 2011 Credit Facility provided for aggregate credit available equal to the lesser of (i) $100.0 million, or (ii) the sum of specified percentages of eligible receivables and eligible inventory, as defined, plus $30.0 million. The terms of the 2011 Credit Facility required all amounts outstanding under the agreement to be collateralized by substantially all the Company’s assets throughout the duration of the agreement. The 2011 Credit Facility contained financial covenants which limited capital expenditures to $110.0 million for any one fiscal year plus additional amounts as permitted, and a minimum 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), restricted and limited additional indebtedness, and restricted the incurrence of additional liens and cash dividends. During the six months ended September 29, 2012 the Company was in compliance with all of the covenants covered under the agreement.
Borrowings under the 2011 Credit Facility accrued interest at the rate per annum announced from time to time by the agent of 1.25% above the prevailing applicable prime rate, or at a per annum rate equal to 2.25% above the prevailing LIBOR rate. For the six months ended September 29, 2012, the weighted average interest rate for the revolving credit facility was 2.82%. The Credit Facility required an annual facility fee of $0.1 million, and an annual commitment fee of 0.35% on the unused portion of the available credit under the Credit Facility, which was payable quarterly.
At September 28, 2013 there were no amounts outstanding or available related to this agreement.
Senior Unsecured Revolving Credit Facility
On February 8, 2013, the Company terminated the provisions of its existing 2011 Credit Facility and 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 September 28, 2013, 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 a rate 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 2.5%, and is based, or dependent upon, a particular threshold related to the adjusted leverage ratio calculated during the period of borrowing. For the six months ended September 28, 2013, the weighted average interest rate for the revolving credit facility was 1.59%. 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 September 28, 2013, there were no amounts outstanding under the 2013 Credit Facility, and the amount available for future borrowings was $189.2 million. The largest amount borrowed during the six months ended September 28, 2013, was $6.6 million. At September 28, 2013, there were stand-by letters of credit of $10.8 million.
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7. Commitments and 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.
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8. Fair Value of Financial Instruments
Financial assets and liabilities are measured at fair value using a 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.
The Company has historically entered into forward exchange contracts to hedge the foreign currency exposure for certain inventory purchases from its manufacturers in Europe and Asia, as well as commitments for certain services. The forward contracts that are used in the program mature in twelve months or less, consistent with the related planned purchases or services. The Company attempts to hedge the majority of its total anticipated European and Asian purchase and service contracts. Realized gains and losses applicable to derivatives used for inventory purchases are recognized in cost of sales, and those applicable to other services are recognized in selling, general and administrative expenses (see Note 2 Summary of Significant Accounting Policies- Derivative Financial Instruments, for further detail regarding hedge accounting treatment as it relates to gains and losses). At September 28, 2013, the fair value of the Company’s foreign currency forward contracts, the Company’s only derivatives, were valued using broker quotations which were calculations derived from observable market information: the applicable currency forward 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 does assess the credit risk of the counterparty and would adjust the provided valuations for counterparty credit risk when appropriate. The fair value 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. All contracts are categorized in Level 2 of the fair value hierarchy as shown in the following table:
Total | Fair value at September 28, 2013, using: | |||||||||||||||
(In thousands) | Quoted prices in active markets for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
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Foreign currency forward contracts- Euro |
$ | (2,119 | ) | $ | — | $ | (2,119 | ) | $ | — | ||||||
Foreign currency forward contracts- Canadian Dollar |
(139 | ) | (139 | ) | ||||||||||||
Foreign currency forward contracts- U.S. Dollar |
127 | — | 127 | — | ||||||||||||
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Total |
$ | (2,131 | ) | $ | — | $ | (2,131 | ) | $ | — | ||||||
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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 are recorded at face value as the fair value of the Credit Facility is synonymous with its recorded value as it is a short-term debt facility due to its revolving nature.
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9. Other Comprehensive Income- Hedging Instruments
The Company designates certain forward currency exchange contracts as hedges for hedge accounting purposes (see Note 2, Summary of Significant Accounting Policies- Derivative Financial Instruments). The Company employs forward currency contracts to hedge the Company’s exposures, as they relate to certain forecasted inventory purchases in foreign currencies, and as such are regarded as cash flow hedges up to such time the forecasted transaction occurs.
Changes in the fair value of the effective portion of these contracts are recorded in equity as a component of accumulated other comprehensive income, as of each balance sheet date, 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 three and six months ended September 28, 2013:
Three Months Ended September 28, 2013 | Six Months Ended September 28, 2013 | |||||||||||||||
Pre-Tax (Loss) Recognized in OCI (Effective Portion) |
Gain Reclassified from Accumulated OCI into Earnings (Effective Portion) |
Pre-Tax (Loss) Recognized in OCI (Effective Portion) |
Gain Reclassified from Accumulated OCI into Earnings (Effective Portion) |
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Forward currency exchange contracts |
$ | (2,892 | ) | $ | 227 | $ | (3,513 | ) | $ | 555 |
There were no contracts designated as hedging for hedge accounting purposes prior to and as of September 29, 2012.
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11. 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. Sales of the Company’s products through Company owned stores for the Retail segment include “Collection,” “Lifestyle” including “concessions,” and outlet stores located throughout North America, Europe, and Japan. 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, fragrances and eyewear. The Wholesale segment includes sales primarily to major department stores and specialty shops throughout North America and Europe. 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 geographical regions such as Korea, the Philippines, Singapore, Malaysia, Indonesia, Australia, the Middle East, Russia, Turkey, China, Hong Kong, Macau, Taiwan, Latin America and the Caribbean, and India. 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):
Three Months Ended | Six Months Ended | |||||||||||||||
September 28, 2013 |
September 29, 2012 |
September 28, 2013 |
September 29, 2012 |
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Revenue: |
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Net sales: Retail |
$ | 355,573 | $ | 242,280 | $ | 681,245 | $ | 457,284 | ||||||||
Wholesale |
351,871 | 270,785 | 642,447 | 453,151 | ||||||||||||
Licensing |
32,859 | 19,870 | 57,470 | 37,365 | ||||||||||||
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Total revenue |
$ | 740,303 | $ | 532,935 | $ | 1,381,162 | $ | 947,800 | ||||||||
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Income from operations: |
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Retail |
$ | 103,133 | $ | 68,436 | $ | 206,247 | $ | 128,315 | ||||||||
Wholesale |
98,531 | 77,399 | 179,577 | 118,117 | ||||||||||||
Licensing |
19,796 | 12,093 | 33,198 | 23,439 | ||||||||||||
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Income from operations |
$ | 221,460 | $ | 157,928 | $ | 419,022 | $ | 269,871 | ||||||||
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Depreciation and amortization expense for each segment are as follows (in thousands):
Three Months Ended | Six Months Ended | |||||||||||||||
September 28, 2013 |
September 29, 2012 |
September 28, 2013 |
September 29, 2012 |
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Depreciation and amortization: |
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Retail |
$ | 10,716 | $ | 8,134 | $ | 20,433 | $ | 17,347 | ||||||||
Wholesale |
7,223 | 4,032 | 13,374 | 7,798 | ||||||||||||
Licensing |
118 | 92 | 225 | 168 | ||||||||||||
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Total depreciation and amortization |
$ | 18,057 | $ | 12,258 | $ | 34,032 | $ | 25,313 | ||||||||
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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):
Three Months Ended | Six Months Ended | |||||||||||||||
September 28, 2013 |
September 29, 2012 |
September 28, 2013 |
September 29, 2012 |
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Revenue: |
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North America (U.S. and Canada) |
$ | 618,277 | $ | 471,424 | $ | 1,169,831 | $ | 848,573 | ||||||||
Europe |
114,049 | 56,651 | 195,528 | 90,038 | ||||||||||||
Other regions |
7,977 | 4,860 | 15,803 | 9,189 | ||||||||||||
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Total revenue |
$ | 740,303 | $ | 532,935 | $ | 1,381,162 | $ | 947,800 | ||||||||
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As of | ||||||||
September 28, 2013 |
March 30, 2013 |
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Long-lived assets: |
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North America (U.S. and Canada) |
$ | 238,008 | $ | 209,973 | ||||
Europe |
76,146 | 46,154 | ||||||
Other regions |
6,742 | 6,966 | ||||||
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Total Long-lived assets: |
$ | 320,896 | $ | 263,093 | ||||
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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.
Store Pre-opening Costs
Costs associated with the opening of new retail stores and start up activities are expensed as incurred.
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, of which certain of these contracts are designated as hedges for accounting purposes, while others are undesignated hedges for hedge accounting purposes. These derivative instruments are recorded on the Company’s consolidated balance sheets at fair value, regardless of if they are designated or undesignated as hedges.
Prior to Fiscal 2013, the Company did not designate these instruments as hedges for hedge accounting purposes. During the third quarter of Fiscal 2013, the Company adopted the provisions of hedge accounting and elected to designate certain contracts entered into during that period as hedges for hedge accounting purposes, and will continue to do so going forward, for contracts related to the purchase of inventory. Accordingly, the effective portion of changes in the fair value for contracts entered into during the three and six months ended September 28, 2013, are recorded in equity as a component of accumulated other comprehensive income, and to cost of sales for any portion of those contracts deemed ineffective. The Company will continue to record changes in the fair value of hedge designated contracts in this manner until their maturity, where the unrealized gain or loss will be recognized into earnings in that period. For those contracts entered into prior to adoption of hedge accounting, as well as those that will not be designated as hedges in future periods, changes in the fair value, as of each balance sheet date and upon maturity, are recorded in cost of sales or operating expenses, within the Company’s consolidated statements of operations, as applicable to the transactions for which the forward exchange contracts were intended to hedge. During the six months ended September 28, 2013, the net realized gain of $0.1 million, related to the change in fair value of those contracts not designated as hedges, was recorded as a component of cost of sales. In addition, the net unrealized loss related to contracts designated as hedges for $3.5 million, was charged to equity as a component of accumulated other comprehensive income during the six months ended September 28, 2013. For the six months ended September 28, 2013, amounts related to the ineffectiveness of these contracts were de minimis. The following table details the fair value of these contracts as of September 28, 2013, and March 30, 2013 (in thousands):
September 28, 2013 |
March 30, 2013 |
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Prepaid expenses and other current assets |
$ | 127 | $ | 1,367 | ||||
Accrued expenses and other current liabilities |
$ | (2,258 | ) | $ | (71 | ) |
The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. In attempts to mitigate counterparty credit risk, the Company 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. The notional amount of these contracts outstanding at September 28, 2013 was approximately $123.7 million, which was comprised predominately of those designated as hedges.
Net Income Per Share
The Company’s basic net income per share excludes the dilutive effect of share options and units, as well as unvested restricted shares. It is based upon the weighted average number of ordinary shares outstanding during the period divided into net income.
Diluted net income per share reflects the potential dilution that would occur if share option grants or any other dilutive equity instruments were exercised or converted into ordinary shares. These equity instruments are included as potential dilutive securities to the extent they are dilutive under the treasury stock method for the applicable periods.
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):
Three Months Ended | Six Months Ended | |||||||||||||||
September 28, 2013 |
September 29, 2012 |
September 28, 2013 |
September 29, 2012 |
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Numerator: |
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Net Income |
$ | 145,808 | $ | 97,828 | $ | 270,804 | $ | 166,473 | ||||||||
Denominator: |
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Basic weighted average ordinary shares |
202,560,870 | 194,323,935 | 202,686,313 | 193,557,194 | ||||||||||||
Weighted average dilutive share equivalents: |
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Share options and restricted shares/units |
2,593,822 | 5,868,356 | 2,860,878 | 6,234,514 | ||||||||||||
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Diluted weighted average ordinary shares |
205,154,692 | 200,192,291 | 205,547,191 | 199,791,708 | ||||||||||||
Basic net income per ordinary share |
$ | 0.72 | $ | 0.50 | $ | 1.34 | $ | 0.86 | ||||||||
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Diluted net income per ordinary share |
$ | 0.71 | $ | 0.49 | $ | 1.32 | $ | 0.83 | ||||||||
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Share equivalents for the three and six months ended September 28, 2013 for 86,516 shares and 75,116 shares, respectively, have been excluded from the above calculation as they were anti-dilutive. Share equivalents for the six months ended September 29, 2012 for 52,878 shares have been excluded from the above calculation as they were anti-dilutive. There were no anti-dilutive shares for the three months ended September 29, 2012.
Recent Accounting Pronouncements—The Company has considered all new accounting pronouncements and, other than the new pronouncement described below, has concluded that there are no new pronouncements that have a material impact on results of operations, financial condition, or cash flows, based on current information.
During the fiscal quarter ended September 28, 2013, the company adopted the provisions of Accounting Standard Update 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”) which the Financial Accounting Standards Board (“FASB”) issued in February 2013. ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The ASU is effective for annual periods and interim periods within those periods beginning after December 15, 2012.
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The following table details the fair value of these contracts as of September 28, 2013, and March 30, 2013 (in thousands):
September 28, 2013 |
March 30, 2013 |
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Prepaid expenses and other current assets |
$ | 127 | $ | 1,367 | ||||
Accrued expenses and other current liabilities |
$ | (2,258 | ) | $ | (71 | ) |
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):
Three Months Ended | Six Months Ended | |||||||||||||||
September 28, 2013 |
September 29, 2012 |
September 28, 2013 |
September 29, 2012 |
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Numerator: |
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Net Income |
$ | 145,808 | $ | 97,828 | $ | 270,804 | $ | 166,473 | ||||||||
Denominator: |
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Basic weighted average ordinary shares |
202,560,870 | 194,323,935 | 202,686,313 | 193,557,194 | ||||||||||||
Weighted average dilutive share equivalents: |
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Share options and restricted shares/units |
2,593,822 | 5,868,356 | 2,860,878 | 6,234,514 | ||||||||||||
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Diluted weighted average ordinary shares |
205,154,692 | 200,192,291 | 205,547,191 | 199,791,708 | ||||||||||||
Basic net income per ordinary share |
$ | 0.72 | $ | 0.50 | $ | 1.34 | $ | 0.86 | ||||||||
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Diluted net income per ordinary share |
$ | 0.71 | $ | 0.49 | $ | 1.32 | $ | 0.83 | ||||||||
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Receivables, net consist of (in thousands):
September 28, 2013 |
March 30, 2013 |
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Trade receivables: |
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Credit risk assumed by factors/insured |
$ | 215,297 | $ | 199,677 | ||||
Credit risk retained by Company |
39,393 | 45,588 | ||||||
Receivables due from licensees |
23,507 | 7,344 | ||||||
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278,197 | 252,609 | |||||||
Less allowances: |
(49,347 | ) | (46,155 | ) | ||||
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$ | 228,850 | $ | 206,454 | |||||
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Property and equipment consist of (in thousands):
September 28, 2013 |
March 30, 2013 |
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Furniture and fixtures |
$ | 90,373 | $ | 76,336 | ||||
Equipment |
15,098 | 13,276 | ||||||
Computer equipment and software |
33,243 | 29,429 | ||||||
In-store shops |
97,573 | 78,809 | ||||||
Leasehold improvements |
191,227 | 168,306 | ||||||
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427,514 | 366,156 | |||||||
Less: accumulated depreciation and amortization |
(196,229 | ) | (165,340 | ) | ||||
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231,285 | 200,816 | |||||||
Construction-in-progress |
53,295 | 41,297 | ||||||
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$ | 284,580 | $ | 242,113 | |||||
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The following table discloses the carrying values of intangible assets and goodwill (in thousands):
September 28, 2013 | March 30, 2013 | |||||||||||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Net | Gross Carrying Amount |
Accumulated Amortization |
Net | |||||||||||||||||||
Trademarks |
$ | 23,000 | $ | 12,267 | $ | 10,733 | $ | 23,000 | $ | 11,693 | $ | 11,307 | ||||||||||||
Lease Rights |
27,960 | 2,377 | 25,583 | 11,548 | 1,875 | 9,673 | ||||||||||||||||||
Goodwill |
14,005 | — | 14,005 | 14,005 | — | 14,005 | ||||||||||||||||||
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$ | 64,965 | $ | 14,644 | $ | 50,321 | $ | 48,553 | $ | 13,568 | $ | 34,985 | |||||||||||||
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Estimated amortization expense for each of the next five years is as follows (in thousands):
Remainder of Fiscal 2014 |
$ | 2,060 | ||
Fiscal 2015 |
4,563 | |||
Fiscal 2016 |
4,565 | |||
Fiscal 2017 |
4,565 | |||
Fiscal 2018 |
4,519 | |||
Thereafter |
16,044 | |||
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$ | 36,316 | |||
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All contracts are categorized in Level 2 of the fair value hierarchy as shown in the following table:
Total | Fair value at September 28, 2013, using: | |||||||||||||||
(In thousands) | Quoted prices in active markets for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
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Foreign currency forward contracts- Euro |
$ | (2,119 | ) | $ | — | $ | (2,119 | ) | $ | — | ||||||
Foreign currency forward contracts- Canadian Dollar |
(139 | ) | (139 | ) | ||||||||||||
Foreign currency forward contracts- U.S. Dollar |
127 | — | 127 | — | ||||||||||||
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Total |
$ | (2,131 | ) | $ | — | $ | (2,131 | ) | $ | — | ||||||
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The following table summarizes the impact of the effective portion of gains and losses of the forward contracts designated as hedges for the three and six months ended September 28, 2013:
Three Months Ended September 28, 2013 | Six Months Ended September 28, 2013 | |||||||||||||||
Pre-Tax (Loss) Recognized in OCI (Effective Portion) |
Gain Reclassified from Accumulated OCI into Earnings (Effective Portion) |
Pre-Tax (Loss) Recognized in OCI (Effective Portion) |
Gain Reclassified from Accumulated OCI into Earnings (Effective Portion) |
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Forward currency exchange contracts |
$ | (2,892 | ) | $ | 227 | $ | (3,513 | ) | $ | 555 |
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The following table presents the key performance information of the Company’s reportable segments (in thousands):
Three Months Ended | Six Months Ended | |||||||||||||||
September 28, 2013 |
September 29, 2012 |
September 28, 2013 |
September 29, 2012 |
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Revenue: |
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Net sales: Retail |
$ | 355,573 | $ | 242,280 | $ | 681,245 | $ | 457,284 | ||||||||
Wholesale |
351,871 | 270,785 | 642,447 | 453,151 | ||||||||||||
Licensing |
32,859 | 19,870 | 57,470 | 37,365 | ||||||||||||
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Total revenue |
$ | 740,303 | $ | 532,935 | $ | 1,381,162 | $ | 947,800 | ||||||||
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Income from operations: |
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Retail |
$ | 103,133 | $ | 68,436 | $ | 206,247 | $ | 128,315 | ||||||||
Wholesale |
98,531 | 77,399 | 179,577 | 118,117 | ||||||||||||
Licensing |
19,796 | 12,093 | 33,198 | 23,439 | ||||||||||||
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Income from operations |
$ | 221,460 | $ | 157,928 | $ | 419,022 | $ | 269,871 | ||||||||
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Depreciation and amortization expense for each segment are as follows (in thousands):
Three Months Ended | Six Months Ended | |||||||||||||||
September 28, 2013 |
September 29, 2012 |
September 28, 2013 |
September 29, 2012 |
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Depreciation and amortization: |
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Retail |
$ | 10,716 | $ | 8,134 | $ | 20,433 | $ | 17,347 | ||||||||
Wholesale |
7,223 | 4,032 | 13,374 | 7,798 | ||||||||||||
Licensing |
118 | 92 | 225 | 168 | ||||||||||||
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Total depreciation and amortization |
$ | 18,057 | $ | 12,258 | $ | 34,032 | $ | 25,313 | ||||||||
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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):
Three Months Ended | Six Months Ended | |||||||||||||||
September 28, 2013 |
September 29, 2012 |
September 28, 2013 |
September 29, 2012 |
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Revenue: |
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North America (U.S. and Canada) |
$ | 618,277 | $ | 471,424 | $ | 1,169,831 | $ | 848,573 | ||||||||
Europe |
114,049 | 56,651 | 195,528 | 90,038 | ||||||||||||
Other regions |
7,977 | 4,860 | 15,803 | 9,189 | ||||||||||||
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Total revenue |
$ | 740,303 | $ | 532,935 | $ | 1,381,162 | $ | 947,800 | ||||||||
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As of | ||||||||
September 28, 2013 |
March 30, 2013 |
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Long-lived assets: |
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North America (U.S. and Canada) |
$ | 238,008 | $ | 209,973 | ||||
Europe |
76,146 | 46,154 | ||||||
Other regions |
6,742 | 6,966 | ||||||
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Total Long-lived assets: |
$ | 320,896 | $ | 263,093 | ||||
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