Kenneth Cole Productions, Inc. and Subsidiaries
Notes to
Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared by Kenneth Cole Productions, Inc. (the “Company”)
in accordance with accounting principles generally accepted in the United States
for interim financial information. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. Certain
items contained in these financial statements are based on estimates. In
the opinion of the Company’s management, the accompanying unaudited condensed
consolidated financial statements reflect all significant adjustments,
consisting of only normal and recurring adjustments, necessary for a fair
presentation of the financial position and results of operations and cash flows
for the periods presented. All significant intercompany transactions have
been eliminated.
Operating results for the three months ended March 31, 2009 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2009. These unaudited condensed consolidated financial
statements should be read in conjunction with the financial statements and
footnotes included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008.
The Company’s consolidated Balance Sheet at December 31, 2008, as
presented, was derived from the audited financial statements included in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
2. Stock-Based Compensation
The Company has stock-based compensation plans under which
directors, officers and other eligible employees receive stock options,
restricted stock, and other equity-based awards, and accounts for the related
stock-based compensation under Statement of Financial Accounting Standards No.
123R, “
Share-Based Payment
” (“SFAS 123R”), as described in Note 13 to the
Company’s Consolidated Financial Statements for the year ended December 31,
2008.
Stock options are granted with an exercise price equal to the
market value of a share of common stock on the date of grant. Stock option
grants expire within 10 years and generally vest on a graded basis within two to
five years from the date of grant. Restricted stock unit awards generally
vest on a graded basis over a three to four year period or cliff vest after
three years. During the three months ended March 31, 2009, the Company
granted 343,672 stock options for the Company’s Chairman and CEO who elected to
receive 100% and 50%, respectively, of their 2008 annual bonuses in stock
options in lieu of cash. No stock options were granted during the three
months ended March 31, 2008. The Company did not grant shares of
restricted stock during the three months ended March 31, 2009, as compared to
16,766 shares granted during the three months ended March 31, 2008. Stock
options outstanding and unvested restricted stock amounted to 2,614,685 and
678,866 shares, respectively, as of March 31, 2009.
8
Kenneth Cole Productions, Inc. and Subsidiaries
Notes to
Condensed Consolidated Financial Statements
(Unaudited)
2. Stock-Based Compensation (continued)
The following table summarizes the components of stock-based
compensation expense for the three months ended March 31, 2009 and 2008, all of
which is included in Selling, general, and administrative expenses in the
Condensed Consolidated Statements of Operations:
|
|
|
|
|
|
Three months ended
March 31,
|
|
|
|
|
2009
|
2008
|
|
Stock options
(1)
|
$ 1,441,000
|
$ 156,000
|
|
Restricted
stock units and employee stock purchase plan
|
1,085,000
|
724,000
|
|
Total
stock-based compensation expense
|
$ 2,526,000
|
$ 880,000
|
|
_____________
|
|
|
(1) The Company’s Chairman and CEO elected to receive 100%
and 50%, respectively, of their 2008 annual bonuses in stock options in lieu of
cash which amounted to $1,167,000 during the three months ended March 31,
2009.
The fair value of stock options was estimated using the
Black-Scholes option-pricing model. The following table summarizes the
assumptions used to compute the weighted-average fair value of stock option
grants for the three months ended March 31, 2009 and 2008:
|
|
|
|
|
|
2009
|
2008
|
|
Weighted-average
volatility
|
53.6%
|
--
|
|
Risk-free
interest rate
|
2.99%
|
--
|
|
Weighted-average
dividend yield
|
0%
|
--
|
|
Expected
term
|
9 years
|
--
|
The weighted-average volatility for the current period was
developed using historical volatility for periods equal to the expected term of
the options. The risk-free interest rate was developed using the U.S.
Treasury yield curve for periods equal to the expected term of the options on
the grant date. The dividend yield is calculated by using the dividends
declared per share and the Company’s stock price on the date of grant. The
expected term of stock option grants was developed after considering vesting
schedules, life of the option, historical experience and estimates of future
exercise behavior patterns.
The fair value of restricted stock was calculated by multiplying
the Company’s stock price on the date of grant by the number of shares granted
and is being amortized on a straight-line basis over the vesting periods.
SFAS 123R requires the recognition of stock-based compensation for the
number of awards that are ultimately expected to vest. As a result, for
most awards, recognized stock compensation expense was reduced for estimated
forfeitures prior to vesting primarily based on historical annual forfeiture
rates by employee classification. Estimated forfeitures will continue to
be reassessed in subsequent periods and may change based on new facts and
circumstances.
As of March 31, 2009, approximately $7.4 million of unrecognized
stock compensation expense related to unvested stock options and restricted
stock awards, net of estimated forfeitures, is expected to be recognized over a
weighted-average period of 2.2 years compared to approximately $8.4 million of
unrecognized stock compensation expense as of March 31, 2008.
9
Kenneth Cole Productions, Inc. and Subsidiaries
Notes to
Condensed Consolidated Financial Statements
(Unaudited)
3.
(Loss)/Earnings Per Share
The Company calculates (loss)/earnings per share in accordance
with SFAS No. 128, “
Earnings Per Share
.” Basic (loss)/earnings per
share are calculated by dividing net (loss)/income by weighted-average common
shares outstanding. Diluted (loss)/earnings per share are calculated
similarly, except that it includes the dilutive effect of the assumed exercise
of securities under the Company’s stock incentive plans. Dilutive
securities, which include stock options and restricted stock, are determined
under the treasury stock method by calculating the assumed proceeds available to
repurchase stock using the weighted-average shares outstanding for the period.
Basic and diluted (loss)/earnings per common share consist of the
following:
Three Months Ended
|
|
|
|
|
|
March 31, 2009
|
March 31, 2008
|
|
Weighted-average common
|
|
|
|
shares outstanding
|
17,889,000
|
19,325,000
|
|
Effect of dilutive securities:
|
|
|
|
Restricted stock & employee
stock purchase plan
|
--
|
181,000
|
|
Stock options
|
--
|
21,000
|
|
Weighted-average common
|
|
|
|
shares outstanding and common
|
|
|
|
share equivalents
|
17,889,000
|
19,527,000
|
All stock options and restricted stock outstanding as of March 31,
2009 have been excluded in the diluted per share calculation as the impact would
be antidilutive. Stock options outstanding as of March 31, 2008, in an
aggregate amount of 1,504,000, have been excluded in the diluted per share
calculations since their effect would be antidilutive.
4.
Investments
The Company reviews its investments for other-than-temporary
impairment whenever the fair value of an investment is less than amortized cost
and evidence indicates that an investment’s carrying value may not be
recoverable within a reasonable period of time. The fair value of the
Company’s auction rate securities (“marketable securities”) is determined from
an independent third-party valuation. The primary variables used in
determining fair value include collateral, rating, insurance, credit risk and
downgrade risk of the security. In the Company’s evaluation of its
investments it also considered its ability and intent to hold the investment
until the market price recovers, the reasons for the decline in fair value, the
duration of the decline in fair value and expected future performance.
Based on this evaluation, the Company recorded an other-than temporary
impairment of investments of $0.4 million related to marketable securities
during the three months ended March 31, 2009. This charge is included
within Impairment of investments in the Condensed Consolidated Statements of
Operations for the three months ended March 31, 2009.
10
Kenneth Cole Productions, Inc. and Subsidiaries
Notes to
Condensed Consolidated Financial Statements
(Unaudited)
4.
Investments (continued)
The following table presents gross unrealized gains on, and
estimated fair value of, the Company’s long-term investments as of March 31,
2009 and December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009
|
December 31, 2008
|
|
|
|
|
Estimated Fair Value
|
Gross Unrealized
|
Estimated Fair Value
|
Gross Unrealized
|
|
|
|
|
Gains
|
Losses
|
Gains
|
Losses
|
|
|
|
Auction-rate securities
|
$4,686,000
|
$
--
|
--
|
$5,085,000
|
$
--
|
--
|
|
|
|
Equity securities
|
1,254,000
|
537,000
|
--
|
899,000
|
182,000
|
--
|
|
|
|
Total
|
$5,940,000
|
$537,000
|
--
|
$5,984,000
|
$182,000
|
--
|
5.
Fair Value Measurement
The Company adopted FASB Statement No. 157,
“Fair Value
Measurements”
(“SFAS 157”) provisions on January 1, 2008. The
Company’s financial assets, measured at fair value on a recurring basis, were as
follows:
|
|
|
|
|
|
|
Fair Value at
March 31, 2009
|
Fair Value at
December 31, 2008
|
Hierarchy
|
|
Investments
|
$
1,254,000
|
$
899,000
|
Level 1
|
|
Deferred
compensation plans’ assets
|
$33,695,000
|
$32,909,000
|
Level 2
|
|
Marketable
Securities
|
$
4,686,000
|
$
5,085,000
|
Level 3
|
A Level 1 hierarchy represents a fair value that is derived from
unadjusted quoted prices in active markets for identical assets or liabilities
that the Company has the ability to access at the measurement date. A
Level 2 hierarchy represents a fair value that is derived from inputs other than
quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly. A Level 3 hierarchy represents a
fair value that is derived from inputs that are unobservable or from observable
inputs based on unobservable data in an inactive market.
The following table presents the reconciliation of the beginning
and ending fair value measurements of the Company’s Level 3 inputs, marketable
securities, measured at fair value using observable inputs based on unobservable
data in an inactive market for the three months ended March 31, 2009:
|
|
|
|
Beginning balance at January 1, 2009
|
$5,085,000
|
|
Impairment
charge included in Statement of Operations
|
(399,000)
|
|
Ending balance
at March 31, 2009
|
$4,686,000
|
The Company recorded a $0.4 million writedown in its marketable
securities, specifically auction rate securities, within
Impairment of investments
in the
Condensed Consolidated Statements of Operations during the three months ended
March 31, 2009.
11
Kenneth Cole Productions, Inc. and Subsidiaries
Notes to
Condensed Consolidated Financial Statements
(Unaudited)
6.
Comprehensive (Loss)/Income
Comprehensive (loss)/income is comprised of net (loss)/income, the
effect of foreign currency translation and changes in unrealized gains and
losses on available-for-sale securities. Comprehensive loss for the three
months ended March 31, 2009 amounted to $7,852,000. Comprehensive income
for the three months ended March 31, 2008 amounted to $302,000.
7.
Segment Information
The Company has three reportable segments: Wholesale,
Consumer Direct and Licensing. The Wholesale segment designs and sources a
broad range of fashion footwear, handbags, accessories, and apparel and markets
its products for sale to approximately 5,700 department, specialty and off-price
store locations and to the Company’s Consumer Direct segment. The Consumer
Direct segment markets a broad selection of the Company’s branded products,
including licensee products, for sale directly to the consumer through its own
channels of distribution, which include full-priced retail stores, Company
Stores (“outlets”) and e-commerce (at website addresses
www.kennethcole.com
. The Licensing segment, through
third-party licensee agreements, has evolved the Company from a footwear
resource to a diverse lifestyle brand competing effectively in approximately 30
apparel and accessories categories for men, women and children. The
Company maintains control over quality, image and distribution of the licensees.
This segment primarily consists of royalties earned on licensee sales to
third parties of the Company’s branded products and royalties earned on the
purchase and sale to foreign retailers, distributors, or to consumers in foreign
countries. The Company’s reportable segments are business units that offer
products to overlapping consumers through different channels of distribution.
Each segment is managed
separately, although
planning,
implementation and results across segments are reviewed internally by the
executive management committee. The Company evaluates performance of each
of its segments and allocates resources based on profit or loss before
unallocated corporate overhead, stock-based compensation expense, writedown of
marketable securities and income taxes for each segment. Intersegment
sales between the Wholesale and Consumer Direct segments are eliminated in
consolidation.
12
Kenneth Cole Productions, Inc. and Subsidiaries
Notes to
Condensed Consolidated Financial Statements
(Unaudited)
7.
Segment Information (continued)
Financial information of the Company’s reportable segments is as
follows (in thousands):
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31, 2009
|
|
|
|
Consumer
|
|
|
|
|
Wholesale
|
Direct
|
Licensing
|
Totals
|
|
Revenue from external customers
|
$ 61,658
|
$ 32,716
|
$ 9,001
|
$103,375
|
|
Intersegment revenues
|
9,150
|
--
|
--
|
9,150
|
|
Segment (loss)/income (1) (3)
|
(3,739)
|
(11,542)
|
7,021
|
(8,260)
|
|
Segment assets (2)
|
$195,897
|
$ 55,229
|
$57,314
|
$308,440
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31, 2008
|
|
|
|
Consumer
|
|
|
|
|
Wholesale
|
Direct
|
Licensing
|
Totals
|
|
Revenue from external customers
|
$ 74,097
|
$38,518
|
$ 9,882
|
$122,497
|
|
Intersegment revenues
|
9,880
|
--
|
--
|
9,880
|
|
Segment income/(loss) (1) (3)
|
3,168
|
(5,871)
|
7,494
|
4,791
|
|
Segment assets (2)
|
$247,506
|
$52,128
|
$42,889
|
$342,523
|
_________________
(1)
Before unallocated corporate overhead, stock-based compensation
expense, writedown of marketable securities and income taxes.
(2)
The Wholesale segment includes corporate assets.
(3)
The Wholesale segment includes primarily all of the Company’s
allocated corporate overhead.
The
reconciliation of the Company’s reportable segment revenues and (loss)/income
are as follows (in thousands):
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31, 2009
|
March 31, 2008
|
|
Revenues
|
|
|
|
Revenues for reportable
segments
|
$103,375
|
$122,497
|
|
Intersegment revenues (1)
|
9,150
|
9,880
|
|
Elimination of intersegment
revenues
|
(9,150)
|
(9,880)
|
|
Total consolidated
revenues
|
$103,375
|
$122,497
|
|
|
|
|
|
(Loss)/income
|
|
|
|
Total (loss)/income for reportable
segments (1)
|
$(8,260)
|
$4,791
|
|
Elimination of unallocated corporate overhead,
stock-based compensation expense and writedown of marketable
securities
|
(4,534)
|
(3,385)
|
|
Total (loss)/income before
(benefit from)/provision for income taxes
|
$(12,794)
|
$1,406
|
____________________
(1)
Before unallocated corporate overhead, stock-based compensation
expense, writedown of marketable securities and income taxes.
Revenues from international customers were approximately 5.0% and
4.3% of the Company’s consolidated revenues for the three months ended March 31,
2009 and 2008, respectively.
13
Kenneth Cole Productions, Inc. and Subsidiaries
Notes to
Condensed Consolidated Financial Statements
(Unaudited)
8.
Related Party Transactions
The Company has an exclusive license agreement with Iconix Brand
Group, Inc. and its trademark holding company, IP Holdings, LLC (“Iconix”), to
use the
Bongo
trademark in connection with the manufacture, sale and
distribution of women’s, men’s and children’s footwear in certain territories.
The Chairman and Chief Executive Officer of Iconix is the brother of the
Company’s Chairman and Chief Creative Officer. The term of the agreement
is through December 31, 2010. Management believes that the license
agreement with Iconix was entered into at arm’s length. During this
period, the Company is obligated to pay Iconix a percentage of net sales based
upon the terms of the agreement. The Company recorded approximately
$220,000 and $289,000 in aggregate royalty and advertising expense under the
agreement for the three months ended March 31, 2009 and 2008, respectively.
In April 2009, the Company terminated the agreement effective December 31,
2009 (see Footnote 11 - Subsequent Event).
The Company recorded expenses of
approximately $43,000 and $175,000 for the
three months ended March 31, 2009 and 2008, respectively, to a third-party
aviation company
which hires and uses an aircraft partially owned by
Emack LLC, a company which is wholly owned by the Company’s Chairman and Chief
Creative Officer. Management believes that all transactions were made on terms
and conditions similar to or more favorable than those available in the
marketplace from unrelated parties.
9.
Common Stock Repurchase
During the three months ended March 31, 2008, the Company
repurchased 413,400 of its shares at an aggregate price of $6,800,000. No
shares were repurchased by the Company during the three months ended March 31,
2009.
10.
New Accounting Pronouncements
In April 2009, the FASB issued Staff Position FAS 115-2 and FAS
124-2,
“Recognition and Presentation of Other-Than-Temporary Impairments”
(“FSP 115-2”). FSP 115-2 is intended to bring greater consistency to the
timing of impairment recognition, and provide greater clarity to investors about
the credit and noncredit components of impaired debt securities that are not
expected to be sold. The measure of impairment in comprehensive income
remains fair value. FSP 115-2 also requires increased and more timely
disclosures sought by investors regarding expected cash flows, credit losses,
and an aging of securities with unrealized losses. FSP 115-2 is effective
for interim and annual periods ending after June 15, 2009, but entities may
early adopt for interim and annual periods ending after March 15, 2009.
The Company expects that FSP 115-2 will not have a material impact on the
Company’s consolidated financial statements.
In May 2008, the FASB issued SFAS No. 162,
“Hierarchy of
Generally Accepted Accounting Principles”
(“SFAS 162”). This statement
is intended to improve financial reporting by identifying a consistent
framework, or hierarchy, for selecting accounting principles to be used in
preparing financial statements of nongovernmental entities that are presented in
conformity with GAAP. This statement will be effective sixty days
following the U.S. Securities and Exchange Commission’s approval of the Public
Company Accounting Oversight Board amendment to AU Section 411, “
The Meaning
of Present Fairly in Conformity with Generally Accepted Accounting
Principles.”
The Company expects that SFAS 162 will not have a
material impact on the Company’s consolidated financial statements.
14
Kenneth Cole Productions, Inc. and Subsidiaries
Notes to
Condensed Consolidated Financial Statements
(Unaudited)
11. Subsequent Event
On April 14, 2009, the Company notified Iconix of its election to
terminate the Amended License Agreement between IP Holdings, LLC and Kenneth
Cole Productions, Inc. to use the
Bongo
trademark in connection with the
manufacture, sale and distribution of women’s, men’s and children’s footwear,
effective December 31, 2009. The Company will cease shipping
Bongo
product at the end of the third quarter of 2009. The termination of
the agreement eliminates any future obligation for 2010.
15
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements Disclosure
The statements contained in this report which are not historical
facts, including, without limitation, statements that relate to future
performance and/or statements regarding the Company’s anticipated results or
level of business for 2009 or any other future period, may be deemed to
constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are based on
current expectations only, and actual future results might differ materially
from those projected in such statements due to a number of risks and
uncertainties, including, but not limited to, demand and competition for the
Company’s products, the ability to enter into new licensee agreements, to
maintain and renew existing licensing agreements, and to open new stores,
changes in consumer preferences or fashion trends, events causing disruption in
product shipment, change in import regulations, dependence on certain large
customers, changes in the Company’s relationships with vendors and other
resources, the launching or prospective development of new business initiatives,
future licensee sales growth, gross margins, store expansion, renovation and
openings, changes in distribution centers, and the implementation of management
information systems. The forward-looking statements contained herein are
also subject to other risks and uncertainties that are described in the
Company’s reports and registration statements filed with the Securities and
Exchange Commission. The Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future results or otherwise.
Update on Critical Accounting Policies and Estimates
The Company’s consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States,
which require the Company to make estimates in the application of its accounting
policies based on the best assumptions, judgments and opinions of management.
For a summary of the Company’s significant accounting policies, see the
Company’s Consolidated Financial Statements included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008.
Overview
Kenneth Cole Productions, Inc. designs, sources and markets a
broad range of fashion footwear, handbags and apparel and, through license
agreements, designs and markets apparel and accessories under its
Kenneth
Cole New York, Kenneth Cole Reaction, Unlisted
and
Gentle Souls
brand
names. The Company also designs, develops, markets and sources sportswear,
footwear, handbags and other accessories under the
Le Tigre
brand name.
In addition, the Company designs, develops and sources private label
footwear and handbags for selected retailers. The Company’s products are
targeted to appeal to fashion conscious consumers, reflecting a modern
metropolitan perspective and a lifestyle uniquely associated with
Kenneth
Cole
. These products include core basics that generally remain in
demand from season to season and fashion products that are designed to establish
or capitalize on market trends. The combination of core products and
fashion styles provides freshness in assortments and maintains a fashion-forward
image, while a multiple brand strategy helps diversify business risk.
The Company markets its products to approximately 5,700
department, specialty and off-price store locations, as well as through its
Consumer Direct business, which includes full-priced retail stores, Company
Stores (“outlets”) and e-commerce. The Company believes the diversity of
its product offerings distinguishes the Company from its competitors in terms of
product classifications (men’s, women’s and children’s footwear, handbags,
apparel and accessories), prices (“bridge”, “better” and “moderate”) and
styling. The Company believes the diversity of its product mix provides
balance to its overall sales and increases opportunities in all channels of
distribution.
The popularity of the
Kenneth Cole
brand names, including
Kenneth Cole New York, Kenneth Cole Reaction
and
Unlisted,
among
consumers has enabled the Company to expand its product offerings and channels
of distribution
16
through
licensing agreements. The Company offers, through these agreements, a
lifestyle collection of men’s product categories, including tailored clothing,
dress shirts, dress pants, neckwear, outerwear, sleepwear, underwear, socks,
belts, sunglasses, prescription eyewear, watches, fragrance, jewelry, luggage,
business cases and small leather goods. Women’s product categories
currently being sold pursuant to license agreements include sportswear,
outerwear, swimwear, sleepwear, small leather goods, belts, sunglasses,
prescription eyewear, watches, jewelry, fragrance and luggage. In
addition, the Company licenses its children’s apparel.
The Company’s opportunities for long-term growth are accompanied
by challenges and risks, particularly in the current recessionary
environment. The Company’s results are dependent on consumer demand for
its products and may be influenced by economic factors not within the Company’s
control, including general economic and business conditions, interest rate
fluctuations, consumer credit availability, energy costs, geopolitical
stability, customer traffic, tax law, stock market activity and other consumer
impacting conditions. Over the past several months, these economic factors
have resulted in an environment of unprecedented volatility and disruption in
both capital and consumer markets. National unemployment and wealth and
income declines, among other factors, have reduced consumer confidence to levels
that have not been seen in decades. In the aggregate, customer spending on
fashion and fashion-related products has reduced dramatically in the economic
environment. The Company cannot predict the duration of the current
economic downturn but believes it will continue at least through the end of
2009. The macroeconomic environment and related factors could have a
material adverse effect on the Company’s results of operations and financial
condition.
The Company recorded net revenues of $103.4 million for the three
months ended March 31, 2009. Diluted loss per share was $(0.46), including
$(0.05) related to impairment of investments, severance charges and other items
for the three months ended March 31, 2009 compared to diluted earnings per share
of $0.04 for the three months ended March 31, 2008. As of March 31, 2009,
the Company had $46.3 million in cash and cash equivalents and no long-term
debt.
Results of Operations
The following table sets forth the Company’s Condensed
Consolidated Statements of Operations in thousands of dollars and as a
percentage of net revenues for the three months ended March 31, 2009 and March
31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
2009
|
2008
|
|
|
|
Net sales
|
$ 94,374
|
91.3%
|
$112,615
|
91.9%
|
|
|
|
Royalty revenue
|
9,001
|
8.7
|
9,882
|
8.1
|
|
|
|
Net revenues
|
103,375
|
100.0
|
122,497
|
100.0
|
|
|
|
Gross profit (1)
|
35,072
|
33.9
|
50,227
|
41.0
|
|
|
|
Selling, general & administrative expenses
|
47,673
|
46.1
|
49,115
|
40.1
|
|
|
|
Operating (loss)/income
|
(12,601)
|
(12.2)
|
1,112
|
0.9
|
|
|
|
Interest income, net
|
206
|
0.2
|
888
|
0.7
|
|
|
|
Impairment of Investments
|
(399)
|
(0.4)
|
(594)
|
(0.5)
|
|
|
|
(
Loss)/Income before income
taxes
|
(12,794)
|
(12.4)
|
1,406
|
1.1
|
|
|
|
Income tax (benefit)/expense
|
(4,626)
|
(4.5)
|
599
|
0.4
|
|
|
|
Net (loss)/income
|
$ (8,168)
|
(7.9)%
|
$ 807
|
0.7%
|
_______________________
(1)
Gross profit may not be comparable to other entities, since some
entities include the costs related to their distribution network (receiving and
warehousing) in cost of goods sold and other entities, similar to the Company,
exclude these costs from gross profit, including them instead in a line item
such as selling, general and administrative expenses.
17
Three Months Ended March 31, 2009 Compared to Three Months
Ended March 31, 2008
REVENUES: Net revenues decreased $19.1 million, or 15.6%, to
$103.4 million for the three months ended March 31, 2009 from $122.5 million for
the three months ended March 31, 2008. The decrease in revenues occurred
in each of the Company’s business segments as further described below in the
sections entitled “NET SALES” and “LICENSING REVENUE”.
NET
SALES: Wholesale net sales (excluding sales to the Company’s Consumer Direct
business segment) decreased $12.4 million, or 16.8%, to $61.7 million for the
three months ended March 31, 2009 from $74.1 million for the three months ended
March 31, 2008. The decrease was primarily attributable to a decline in
sales across most of the Company’s branded footwear and handbag businesses as
well as exiting its
Tribeca
business and terminating its
Bongo
business. The challenging retail environment and continued stress in
the macro-economic marketplace, particularly the department store channel,
resulted in declines in most of the Company’s Wholesale businesses.
Net
sales in the Company’s Consumer Direct segment decreased $5.8 million, or 15.1%,
to $32.7 million for the three months ended March 31, 2009 from $38.5 million
for the three months ended March 31, 2008. Comparable store sales
decreased 20.4%, or $6.9 million, while sales related to new stores opened in
2009, and that portion of 2009 sales for stores not open for all of 2008,
increased by $1.5 million for the three months ended March 31, 2009 compared to
the three months ended March 31, 2008. Comparable stores are defined as
new stores that are open for longer than thirteen months. A store that
stops operations is included in the comparable sales calculation through the
date of closing.
The Company opened
one Company Store (“outlet”) and closed two full-priced retail stores during the
three months ended March 31, 2009. The Company continues to refine its
assortments, inventory levels, in-store-merchandising and the customer
experience.
LICENSING REVENUE: Royalty revenue decreased $0.9 million,
or 8.9%, to $9.0 million for the three months ended March 31, 2009 from $9.9
million for the three months ended March 31, 2008. The decrease in
licensing revenues was primarily attributable to a reduction in contract
initiation fees and a decrease in certain international licensee sales.
GROSS
PROFIT: Consolidated gross profit, as a percentage of net revenues,
decreased to 33.9% for the three months ended March 31, 2009 from 41.0% for the
three months ended March 31, 2008. The decrease, as a percentage of net
revenues, was primarily the result of a decrease in the Wholesale and Consumer
Direct segment margins, partially offset by the revenue mix shifting to Consumer
Direct and Licensing as a percentage of total revenues. The Consumer
Direct segment, which operates at a higher gross profit level than the Wholesale
segment, had increased revenues as a percentage of net revenues to 31.7% for the
three months ended March 31, 2009 compared to 31.4% for the three months ended
March 31, 2008, while the Wholesale segment revenues, as a percentage of net
revenues, decreased to 59.6% for the three months ended March 31, 2009 from
60.5% for the three months ended March 31, 2008. The revenues in the
Licensing segment, which carries minimal cost of goods sold, increased, as a
percentage of revenues, to 8.7% for the three months ended March 31, 2009
compared to 8.1% for the three months ended March 31, 2008. The decrease
in the Wholesale segment margins was due to soft sell-thrus and higher dilution
from a very promotional department store and challenging retail environment.
Consumer Direct segment margins decreased primarily from higher markdowns
in a difficult retail environment, as the Company continued its promotional
efforts to balance its inventories to current demand patterns.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling,
general and administrative (“SG&A”) expenses, including warehousing and
receiving expenses, decreased $1.4 million to $47.7 million for the three months
ended March 31, 2009 from $49.1 million for the three months ended March 31,
2008. The decrease in SG&A expenses was primarily attributable to a
$4.0 million reduction in payroll and various cuts in discretionary spending
offset by costs associated with new stores and other expenses associated with
the Company’s strategic initiatives. Total SG&A expenses, as a
percentage of revenues, were 46.1% and 40.1% for the three months ended March
31, 2009 and 2008, respectively. The increase was due to loss of leverage
on the decrease in Wholesale and Consumer Direct sales and the greater portion
of revenues from the Consumer Direct segment which carries a higher SG&A
expense level than the
18
Wholesale and Licensing segments due primarily to store occupancy
and payroll costs. The Company’s recent cost reduction activities are
expected to result in decreased SG&A expenses in the upcoming quarter
compared to last year.
INTEREST INCOME, NET: Interest income, net decreased $0.7
million to approximately $0.2 million for the three months ended March 31, 2009
as compared to $0.9 million for the three months ended March 31,
2008. The decrease is primarily due to the Company’s lower average
cash balances and lower interest rates.
IMPAIRMENT OF INVESTMENTS: The Company recorded an
other-than-temporary impairment of auction-rate securities of $0.4 million
during the three months ended March 31, 2009 as compared to $0.6 million during
the three months ended March 31, 2008.
INCOME
TAXES:
The Company’s effective tax rate decreased to 36.2% benefit
for the three months ended March 31, 2009 from 42.6% expense for the three
months ended March 31, 2008. The decrease in the Company’s effective tax
rate is a result of the tax benefit from the Company’s net loss offset by a
valuation allowance reserved against tax assets for certain other-than-temporary
investment impairments and the impact of interest and penalties on tax reserves
for uncertain positions.
NET
(LOSS)/INCOME: As a result of the foregoing, net (loss)/income decreased
by $9.0 million to $(8.2) million, or (7.9%) of net revenues, for the three
months ended March 31, 2009 as compared to net income of $0.8 million. or 0.7%
of net revenues, for the three months ended March 31, 2008.
New
Accounting Pronouncements
In April 2009, the FASB issued Staff Position FAS 115-2 and FAS
124-2,
“Recognition and Presentation of Other-Than-Temporary Impairments”
(“FSP 115-2”). FSP 115-2 is intended to bring greater consistency to the
timing of impairment recognition, and provide greater clarity to investors about
the credit and noncredit components of impaired debt securities that are not
expected to be sold. The measure of impairment in comprehensive income remains
fair value. The FSP also requires increased and more timely disclosures sought
by investors regarding expected cash flows, credit losses, and an aging of
securities with unrealized losses. FSP 115-2 is effective for interim and
annual periods ending after June 15, 2009, but entities may early adopt for
interim and annual periods ending after March 15, 2009. The Company
expects that FSP 115-2 will not have a material impact on the Company’s
consolidated financial statements.
In May 2008, the FASB issued SFAS No. 162,
“Hierarchy of
Generally Accepted Accounting Principles”
(“SFAS 162”). This statement
is intended to improve financial reporting by identifying a consistent
framework, or hierarchy, for selecting accounting principles to be used in
preparing financial statements of nongovernmental entities that are presented in
conformity with GAAP. This statement will be effective sixty days
following the U.S. Securities and Exchange Commission’s approval of the Public
Company Accounting Oversight Board amendment to AU Section 411, “
The Meaning
of Present Fairly in Conformity with Generally Accepted Accounting
Principles.”
The Company expects that SFAS 162 will not have a
material impact on the Company’s consolidated financial statements.
Related Party Transactions
The Company has an exclusive license agreement with Iconix Brand
Group, Inc. and its trademark holding company, IP Holdings, LLC (“Iconix”), to
use the Bongo trademark in connection with the manufacture, sale and
distribution of women’s, men’s and children’s footwear in certain territories.
The Chairman and Chief Executive Officer of Iconix is the brother of the
Company’s Chairman and Chief Creative Officer. The term of the agreement
is through December 31, 2010. Management believes that the license
agreement with Iconix was entered into at arm’s-length. During this
period, the Company is obligated to pay Iconix a percentage of net sales based
upon the terms of the agreement. The Company recorded approximately
$220,000 and $289,000 in aggregate royalty and advertising expense
19
under the agreement for the three months ended March 31, 2009 and
2008, respectively. In April 2009, the Company terminated the agreement
effective December 31, 2009.
The Company recorded expenses of approximately
$43,000 and $175,000 for the three months
ended March 31, 2009 and 2008, respectively, to a third-party aviation company
which hires
and uses an aircraft partially owned by Emack LLC, a company
which is wholly owned by the Company’s Chairman and Chief Creative Officer.
Management believes that all transactions were made on terms and conditions
similar to or more favorable than those available in the marketplace from
unrelated parties.
Liquidity and Capital Resources
As of March 31, 2009, the Company had $46.3 million in cash and
cash equivalents, which consist primarily of government money market funds.
The Company uses cash from operations as the primary source of financing
for its capital expenditures and seasonal requirements. Cash requirements
vary from time to time as a result of the timing of the receipt of merchandise
from suppliers, the delivery by the Company of merchandise to its wholesale
customers and the level of inventory, accounts receivable and due from factors’
balances. At March 31, 2009 and December 31, 2008, working capital was
$86.6 million and $97.5 million, respectively.
Cash used in operating activities was $15.5 million for the three
months ended March 31, 2009, compared to $9.0 million for the three months ended
March 31, 2008.
The decrease in cash flows provided by operations
is primarily attributable to a decrease in net income and the timings of
receivables and payables.
Net cash used in investing activities totaled $2.9 million for the
three months ended March 31, 2009 compared to $1.6 million for the three months
ended March 31, 2008. The increase was primarily attributable to a $1.3
million increase in capital expenditures during the three months ended March 31,
2009 compared to March 31, 2008. Included in capital expenditures for the
three months ended March 31, 2009 and 2008 were approximately $2.0 million and
$0.7 million, respectively, for amounts associated with furniture, fixtures and
leasehold improvements for existing and new stores.
Net cash provided by financing activities was $0.1 million for the
three months ended March 31, 2009 compared to $8.4 million used in financing
activities for the three months ended March 31, 2008. The increase was
primarily attributable to no repurchases of treasury shares during the three
months ended March 31, 2009 as compared to $6.8 million used to repurchase
413,400 treasury shares during the three months ended March 31, 2008. The
Company also did not pay a quarterly dividend during the three months ended
March 31, 2009 compared to a $1.7 million quarterly dividend paid during the
three months ended March 31, 2008.
The Company has a revolving credit facility (“the Facility”) with
various lenders, which provides up to $100.0 million to finance working capital
requirements and letters of credit to finance the Company's inventory purchases
based on a maximum leverage ratio of 2.25 to 1.0 of consolidated debt to
consolidated earning before interest, non-cash compensation, income taxes and
depreciation as defined in the Facility. During the three months ended
March 31, 2009, the Company did not borrow under the Facility. Amounts
available under the Facility were reduced by $4.1 million of standby and open
letters of credit. The Company did not borrow under the Facility during
the three months ended March 31, 2009 and 2008 and currently has no availability
under this credit line at March 31, 2009.
The Company believes that it will be able to satisfy its current
expected cash requirements for 2009 with cash flow from operations and cash on
hand. The Company did not have any off-balance sheet arrangements as of
March 31, 2009.
The foregoing commentary should be considered to fall within the
coverage of the “
Safe Harbor Statement
” under the Private Securities
Litigation reform Act of 1995 included in this report.
20
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
The Company has marketable securities, specifically auction rate
securities, that contain “double A” and “single A” rated debt obligations and a
preferred share close end fund that are substantially all insured. All of
the Company’s auction rate securities have failed at auction as a result of
illiquidity and imbalance in order flow within the market. A failed
auction is not an indication of an increased credit risk or a reduction in the
underlying collateral; however, parties wishing to sell securities could not do
so. Based on current market conditions, it is not known when or if the
capital markets will come back into balance to achieve successful auctions for
these securities. If these auctions continue to fail, it could result in
the Company holding securities beyond their next scheduled auction reset dates
and will limit the liquidity of these investments. Based on the Company’s
expected operating cash flows, and other sources and uses of cash, the Company
does not anticipate that the lack of liquidity on these investments will affect
its ability to execute its current business plan. These assets have been
classified as long-term in the Company’s Consolidated Balance Sheets and have
been recorded at their fair value.
The Company is exposed to currency exchange rate risks with
respect to its inventory transactions denominated in Euros. Business
activities in various currencies expose the Company to the risk that the
eventual net dollar cash flows from transactions with foreign suppliers
denominated in foreign currencies may be adversely affected by changes in
currency rates. The Company manages these risks by utilizing foreign
exchange contracts. The Company does not enter into foreign currency
transactions for speculative purposes. At March 31, 2009, the Company had
no forward contracts outstanding.
The Company’s earnings may also be affected by changes in
short-term interest rates as a result of borrowings that may be made under its
credit facilities. A two or less percentage point increase in interest
rates affecting the Company’s credit facilities would not have had a material
effect on the Company’s 2009 and 2008 operations.
The Company sources a significant amount of product from China and
is subject to foreign currency exposure. If the Yuan is allowed to float freely
against other foreign currency, a two percent change in exchange rates could
have a material effect on the cost of future inventory purchases to be
transacted by the Company.
Item
4. Controls and Procedures
Evaluation of disclosure controls and procedures
The Company’s Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of the Company’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934 (the “Exchange Act”), as amended) as of the end of the
period covered by this quarterly report, and have concluded that the Company’s
disclosure controls and procedures were effective and designed to ensure that
all material information required to be disclosed by the Company in reports
filed or submitted under the Exchange Act is (1) recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and (2) accumulated and communicated to the
Company’s management, including the Company’s Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosures.
Changes in internal control over financial reporting
There were no changes in the Company’s internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
21
Part II - OTHER
INFORMATION
Item 1.
Legal Proceedings
. None
Item 1A.
Risk Factors
. There have
been no material changes during the quarterly period ended March 31, 2009 from
the risk factors previously disclosed in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008.
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
. None
Item
3.
Defaults
Upon Senior Securities
. None
Item
4.
Submission
of Matters to a Vote of Security Holders
. None
Item
5.
Other
Information
.
None
Item
6.
Exhibits
.
|
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rule 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rule 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
22
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Kenneth
Cole Productions, Inc.
Registrant
May
11, 2009
/s/
DAVID P. EDELMAN
David
P. Edelman
Chief
Financial Officer
23
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jill
Granoff, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Kenneth Cole
Productions, Inc.;
2.
Based on my knowledge, the report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the report;
3.
Based on my knowledge, the financial statements, and other financial
information included in the report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in the report;
4.
The registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b)
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting;
and
5.
The registrant’s other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant’s internal control
over financial reporting.
By:
/s/
JILL GRANOFF
--------------------------------------
Jill
Granoff
Chief
Executive Officer
Date: May 11,
2009
Exhibit
31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I,
David P. Edelman, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Kenneth Cole
Productions, Inc.;
2.
Based on my knowledge, the report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the report;
3.
Based on my knowledge, the financial statements, and other financial
information included in the report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in the report;
4.
The registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b)
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting;
and
5.
The registrant’s other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant’s internal control
over financial reporting.
By:
/s/
DAVID P. EDELMAN
----------------------------------------
David
P. Edelman
Chief
Financial Officer
Date: May 11,
2009
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Kenneth Cole
Productions, Inc. (the “Company”) on Form 10-Q for the period ending March 31,
2009 as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), I, Jill Granoff, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/
JILL GRANOFF
Jill
Granoff
Chief Executive Officer
Kenneth Cole Productions, Inc
May 11,
2009
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Kenneth Cole
Productions, Inc. (the “Company”) on Form 10-Q for the period ending March 31,
2009 as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), I, David P. Edelman, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/
DAVID P. EDELMAN
David
P. Edelman
Chief Financial Officer
Kenneth Cole Productions, Inc.
May
11, 2009