Market Overview

Fifth & Pacific Companies, Inc. Reports 3rd Quarter And First Nine Months Results

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- Reports Q3 2012 adjusted EBITDA of $21 million, excluding unrealized foreign currency losses

- Reaffirms 2012 adjusted EBITDA guidance of $100 to $115 million, excluding unrealized foreign currency gains or losses

- Reports Q3 GAAP loss per share from continuing operations of ($0.17) and adjusted loss per share of ($0.05), excluding unrealized foreign currency losses

NEW YORK, Oct. 25, 2012 /PRNewswire/ -- Fifth & Pacific Companies, Inc. (NYSE: FNP) today announced earnings for the third quarter of 2012. For the third quarter of 2012 on a GAAP basis, loss from continuing operations was ($19) million, or ($0.17) per share, compared to income from continuing operations of $7 million, or $0.07 per share, for the third quarter of 2011.

Adjusted loss per share from continuing operations for the third quarter of 2012 was ($0.05), compared to adjusted earnings per share from continuing operations of $0.04 for the third quarter of 2011 (inclusive of unrealized foreign currency gains of $0.10 per share in the third quarter of 2011).

Adjusted EBITDA for the third quarter of 2012 was $21 million, while comparable adjusted EBITDA was $23 million for the third quarter of 2011 (excluding unrealized foreign currency gains of $16 million in the third quarter of 2011).

Net sales for the third quarter of 2012 were $365 million, a decrease of $16 million, or 4.2%, from the comparable 2011 period. Net sales increased $23 million, or 6.6% on a comparable basis from the 2011 period, excluding a $39 million decline in net sales associated with brands that have been sold or exited but not accounted for as discontinued operations.

The Company also announced final third quarter 2012 direct-to-consumer comparable sales as follows:

Brand

Q3

Lucky Brand

5%

kate spade

22%

Juicy Couture

Flat

For the first nine months of 2012, the Company recorded a loss from continuing operations of ($121) million, or ($1.12) per share, compared to a loss from continuing operations for the first nine months of 2011 of ($100) million, or ($1.06) per share. Adjusted loss per share from continuing operations in the first nine months of 2012 was ($0.35) compared to an adjusted loss per share from continuing operations of ($0.44) in the first nine months of 2011 (inclusive of unrealized foreign currency losses of ($0.07) per share in the first nine months of 2011).

Net sales for the first nine months of 2012 were $1.019 billion, a decrease of $53 million, or 5.0%, from the comparable 2011 period. Net sales increased $98 million, or 10.7% on a comparable basis from the 2011 period, excluding the $151 million decline in net sales associated with brands that have been sold or exited but not accounted for as discontinued operations.

William L. McComb, Chief Executive Officer of Fifth & Pacific Companies, Inc., said: "Adjusted EBITDA, excluding unrealized foreign currency transaction losses, of $21 million in the third quarter was slightly above the range provided in our recently revised outlook. We ended the quarter with net debt of $386 million, a decrease of $349 million compared to the third quarter of 2011. As previously discussed, we expect to fund the exercise of our option to acquire our partner Sanei's 51% interest in our kate spade Japan joint venture in the fourth quarter. For fiscal 2012, we continue to forecast adjusted EBITDA, excluding unrealized foreign currency transaction gains or losses, in the range of $100 to $115 million."

Mr. McComb concluded, "As indicated on our recent conference call, we were pleased with the performance of kate spade and Lucky Brand during the quarter, where both brands had solid increases in net sales and adjusted EBITDA. Performance at Juicy Couture in the third quarter was well below our expectation. kate spade posted a 22% increase in direct-to-consumer comparable sales, driven by continued strong performance overall. We are also excited about the prospects for the recently announced Kate Spade Saturday lifestyle brand. Kate Spade Saturday is born from the core values of kate spade new york but will be targeted toward a younger consumer at an affordable price point. At Lucky Brand, direct-to-consumer comparable sales increased 5% in the quarter. Lucky continued to generate strong full price selling in the quarter which resulted in direct–to-consumer gross margin improvement of nearly 270 basis points compared to last year. At Juicy Couture, direct-to-consumer comparable sales were flat in the quarter and gross margins were down significantly. We remain focused on the execution of the action plan to stabilize the Juicy brand that we laid out on the pre-announcement call a few weeks ago."

The adjusted results for the third quarter and first nine months of 2012 and 2011, as well as forward-looking targets, exclude the impact of expenses incurred in connection with the Company's streamlining initiatives and brand-exiting activities, impairment of intangible assets, gain on sale of trademarks, (losses) gains on extinguishment of debt and interest expense charges related to a multi-employer pension withdrawal liability. The Company believes that the adjusted results for such periods represent a more meaningful presentation of its historical operations and financial performance since these results provide period to period comparisons that are consistent and more easily understood. The attached tables, captioned "Reconciliation of Non-GAAP Financial Information," provide a full reconciliation of actual results to the adjusted results. We present EBITDA, which we define as loss from continuing operations, adjusted to exclude income tax provision (benefit), interest expense, net, gain on sale of trademarks, (losses) gains on extinguishment of debt and depreciation and amortization. We also present (i) Adjusted EBITDA, which is EBITDA adjusted to exclude the impact of expenses incurred in connection with the Company's streamlining initiatives and brand-exiting activities, non-cash impairment charges and non-cash share-based compensation expense; (ii) Adjusted EBITDA excluding foreign currency gains (losses), net, which is Adjusted EBITDA further adjusted to exclude unrealized foreign currency gains (losses), net; and (iii) Comparable Adjusted EBITDA excluding foreign currency gains (losses), net, which is Adjusted EBITDA excluding foreign currency gains (losses), net, further adjusted to exclude the estimated Adjusted EBITDA associated with each of the following: Liz Claiborne/JCPenney apparel and handbags; Axcess; DKNY® Jeans; Dana Buchman apparel; and our former Curve fragrance brand and related brands. We present the above-described EBITDA measures because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

The Company will sponsor a conference call at 10:00am EDT today to discuss its results for the third quarter of 2012. The dial-in number is 1-888-694-4676 with pass code 50184939. The web cast and slides accompanying the prepared remarks can be accessed via the Investor Relations section of the Fifth & Pacific website at www.fifthandpacific.com. An archive of the webcast will be available on the website. Additional information on the results of the Company's operations is available in the Company's Form 10-Q for the third quarter of 2012, filed with the Securities and Exchange Commission. 

THIRD QUARTER  RESULTS

During the fourth quarter of 2011, we determined that we would disaggregate our former Domestic-Based Direct Brands segment into three reportable segments, Juicy Couture, kate spade and Lucky Brand. The operations of our former Partnered Brands segment have become our Adelington Design Group & Other segment. For the third quarter of 2011, our former International-Based Direct Brands segment included allocated corporate expenses that could not be reported as discontinued operations and therefore continue to be reported in our segment results.

Overall Results

Net sales from continuing operations for the third quarter of 2012 were $365 million, a decrease of $16 million, or 4.2% from the third quarter of 2011, reflecting (i) an increase in sales in our kate spade and Lucky Brand segments; and (ii) a decline in sales in our Juicy Couture and Adelington Design Group & Other segments, including a $39 million decrease in sales associated with brands that have been sold or exited but not accounted for as discontinued operations.

Gross profit as a percentage of net sales was 55.7% in the third quarter of 2012, compared to 54.3% in the comparable 2011 period, primarily reflecting a higher percentage of direct-to-consumer sales, which run at a higher gross profit rate than the Company average and gross margin expansion in the specialty retail operations of our kate spade and Lucky Brand segments, partially offset by a decreased gross margin in our Juicy Couture segment.

Selling, general & administrative expenses ("SG&A") decreased $8 million, or 3.9%, to $203 million in the third quarter of 2012 compared to the third quarter of 2011. The decrease in SG&A reflected the following:

  • A $25 million decrease associated with our Adelington Design Group & Other segment related to the exited brands discussed above and reduced corporate costs (inclusive of $3 million of SG&A allocated to our former International-Based Direct Brands segment in the third quarter of 2011);
  • A $5 million decrease in expenses associated with our streamlining initiatives and brand-exiting activities; and
  • A $22 million increase in SG&A in our kate spade, Lucky Brand and Juicy Couture segments, primarily reflecting: (i) increased compensation related expenses at kate spade and Lucky Brand; (ii) increased rent and other store operating expenses at kate spade, primarily related to direct-to-consumer expansion; (iii) increased advertising expenses at Lucky Brand and Juicy Couture; and (iv) increased e-commerce fees, primarily at Juicy Couture. 

SG&A as a percentage of net sales was 55.8% in the third quarter of 2012, compared to 55.6% in the third quarter of 2011, primarily reflecting increased SG&A in our kate spade and Lucky Brand segments to support growth initiatives, partially offset by reduced Adelington Design Group & Other and corporate SG&A.

Operating Loss was ($0.3) million ((0.1%) of net sales) in the third quarter of 2012 compared to ($6) million ((1.5%) of net sales) in the third quarter of 2011. Adjusted operating income in the third quarter of 2012 and 2011 was $6 million (1.5% and 1.6% of net sales, respectively).

Other Income (Expense), net was ($1) million in the third quarter of 2012, compared to $17 million in the third quarter of 2011, primarily reflecting (i) foreign currency transaction gains and losses on our 5% Euro Notes and other foreign currency denominated assets and liabilities; and (ii) equity in earnings of our investments in equity investees.

Gain on Sale of Trademarks was $16 million in the third quarter of 2011, reflecting a gain on the sale of trademark rights related to our former Curve brand and other smaller fragrance brands.

(Loss) Gain on Extinguishment of Debt was ($3) million in the third quarter of 2012, reflecting losses on the repurchase of 53 million euro aggregate principal amount of our Euro Notes.

Interest expense, net was $13 million in the third quarter of 2012, compared to $16 million in the third quarter of 2011, primarily reflecting the redemption of the Euro Notes, reduced borrowings under our Amended Facility and the exchange of $58 million aggregate principal amount of Convertible Notes for 17 million shares of our common stock during the last 12 months, partially offset by an increase related to the Additional 10.5% Senior Notes, which were issued in June 2012.

Provision for Income Taxes was $2 million in the third quarter of 2012, compared to $4 million in the third quarter of 2011, primarily representing increases in deferred tax liabilities for indefinite-lived intangible assets, current tax on operations in certain jurisdictions and an increase in the accrual for interest related to uncertain tax positions.

(Loss) Income from continuing operations in the third quarter of 2012 was ($19) million, or ($0.17) per share, compared to income of $7 million, or $0.07 per share in the third quarter of 2011. Adjusted loss per share from continuing operations in the third quarter of 2012 was ($0.05), compared to adjusted earnings per share from continuing operations of $0.04 in the third quarter of 2011.

Net loss in the third quarter of 2012 was ($19) million, inclusive of income related to discontinued operations of $1 million, compared to a net loss of ($215) million, inclusive of losses related to discontinued operations of ($222) million, in the third quarter of 2011. Loss per share was ($0.17) in the third quarter of 2012 compared to a loss per share of ($2.27) in the third quarter of 2011.

Balance Sheet and Cash Flow

Accounts receivable decreased $23 million, or 15.3%, compared to the third quarter of 2011, primarily due to (i) the impact of brands that have been exited in our Adelington Design Group & Other segment and (ii) decreased wholesale sales in our Juicy Couture segment, partially offset by increased wholesale sales in our kate spade and Lucky Brand segments.

Inventories decreased $10 million, or 4.0%, compared to the third quarter of 2011, primarily due to the impact of brands that have been exited in our Adelington Design Group & Other segment. The decrease in inventories was partially offset by an increase in kate spade inventory to support growth initiatives, including retail store expansion.

Cash flow from continuing operating activities for the last twelve months was $63 million.

Debt outstanding decreased to $418 million compared to $747 million in the third quarter of 2011. We ended the first nine months of 2012 with $32 million in cash and marketable securities, compared to $12 million at the end of the first nine months of 2011. The $349 million decrease in our net debt position over the last twelve months primarily reflected: (i) the receipt of $412 million primarily from sales transactions (including $20 million received from JCPenney, which is refundable under certain circumstances); (ii) net proceeds of $161 million from the issuance of the Additional 10.5% Senior Notes; (iii) the repurchase of 222 million euro aggregate principal amount of our Euro Notes; (iv) the conversion of $58 million of our Convertible Notes into 17 million shares of our common stock; and (v) the funding of $74 million of capital and in-store shop expenditures over the last 12 months.  

Segment Highlights

Net sales and operating income (loss) for our reportable segments are provided below:

Net sales for Juicy Couture were $130 million, a 5.5% decrease compared to 2011, primarily driven by decreases in wholesale non-apparel, licensing and specialty retail, partially offset by increases in our wholesale apparel and e-commerce. Store counts and key operating metrics are as follows:

  • We ended the quarter with 78 specialty retail stores, 53 outlet stores and 2 concessions, reflecting the net closure over the past 12 months of 3 concessions and 1 specialty retail store and the net addition of 3 outlet stores; 
  • Average retail square footage in the third quarter was approximately 420 thousand square feet, flat compared to 2011;
  • Sales per square foot for comparable stores for the latest twelve months were $643; and
  • Comparable direct-to-consumer sales (inclusive of e-commerce and concessions) were flat in the third quarter of 2012.

Juicy Couture segment operating loss in the third quarter was ($8) million ((6.3%) of net sales), compared to operating income of $2 million (1.6% of net sales) in 2011. Juicy Couture segment adjusted operating loss in the third quarter was ($5) million ((3.9%) of net sales), compared to adjusted operating income of $5 million (3.6% of net sales) in 2011.

Net sales for Lucky Brand were $112 million, an 11.0% increase compared to 2011, driven by increases in wholesale apparel and outlet, partially offset by decreases in wholesale non-apparel and specialty retail. Store counts and key operating metrics are as follows:

  • We ended the quarter with 174 specialty retail stores and 44 outlet stores, reflecting the net closure over the last 12 months of 5 specialty retail stores and the net addition of 2 outlet stores; 
  • Average retail square footage in the third quarter was approximately 551 thousand square feet, a 1.7% decrease compared to 2011;
  • Sales per square foot for comparable stores for the latest twelve months were $461; and
  • Comparable direct-to-consumer sales (inclusive of e-commerce) increased 5% in the third quarter of 2012.

Lucky Brand segment operating loss in the third quarter was ($3) million ((2.9%) of net sales), compared to an operating loss of ($8) million ((7.8%) of net sales) in 2011. Lucky Brand segment adjusted operating loss in the third quarter was ($2) million ((2.0%) of net sales), compared to an adjusted operating loss of ($6) million ((5.6%) of net sales) in 2011.

Net sales for kate spade were $102 million, a 35.1% increase compared to 2011, driven by increases in outlet, specialty retail, e-commerce and wholesale apparel, partially offset by a decrease in wholesale non-apparel. Store counts and key operating metrics are as follows:

  • We ended the quarter with 63 specialty retail stores and 30 outlet stores, reflecting the net addition  over the last 12 months of 14 specialty retail stores and 1 outlet store; 
  • Average retail square footage in the third quarter was approximately 162 thousand square feet, a 12.7% increase compared to 2011;
  • Sales per square foot for comparable stores for the latest twelve months were $1,052; and
  • Comparable direct-to-consumer sales (inclusive of e-commerce) increased 22% in the third quarter of 2012.

kate spade segment operating income in the third quarter of 2012 was $8 million (8.2% of net sales) compared to operating income of $4 million (5.4% of net sales) in 2011. kate spade segment adjusted operating income in the third quarter was $9 million (9.0% of net sales), compared to adjusted operating income of $5 million (7.2% of net sales) in 2011.

Net sales for the Adelington Design Group & Other segment decreased $46 million, or 68.7%, in the third quarter to $21 million, substantially all of which was related to the impact of exited businesses.

Adelington Design Group & Other segment operating income in the third quarter was $3 million (13.2% of net sales), compared to an operating loss of ($1) million ((1.4%) of net sales) in 2011. Adelington Design Group & Other segment adjusted operating income in the third quarter was $4 million (17.4% of net sales), compared to adjusted operating income of $4 million (6.6% of net sales) in 2011.

About Fifth & Pacific Companies, Inc.

Fifth & Pacific Companies, Inc. designs and markets a portfolio of retail-based, premium, global lifestyle brands including Juicy Couture, kate spade, and Lucky Brand. In addition, the Adelington Design Group, a private brand jewelry design and development group, markets brands through department stores and serves JCPenney via exclusive supplier agreements for the Liz Claiborne and Monet jewelry lines and Kohl's via an exclusive supplier agreement for Dana Buchman jewelry. The Company also has licenses for the Liz Claiborne New York brand, available at QVC and Lizwear, which is distributed through the club store channel. Fifth & Pacific Companies, Inc. maintains an 18.75% stake in Mexx, a European and Canadian apparel and accessories retail-based brand. Visit www.fifthandpacific.com for more information.

Fifth & Pacific Companies, Inc. Forward-Looking Statement

Statements contained herein that relate to the Company's future performance, financial condition, liquidity or business or any future event or action are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements are indicated by words or phrases such as "intend," "anticipate," "plan," "estimate," "target," "aim," "forecast," "project," "expect," "believe," "we are optimistic that we can," "current visibility indicates that we forecast," "contemplation" or "currently envisions" and similar phrases. Such statements are based on current expectations only, are not guarantees of future performance, and are subject to certain risks, uncertainties and assumptions. The Company may change its intentions, belief or expectations at any time and without notice, based upon any change in the Company's assumptions or otherwise. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. In addition, some risks and uncertainties involve factors beyond the Company's control. Among the risks and uncertainties are the following: our ability to continue to have the necessary liquidity, through cash flows from operations and availability under our amended and restated revolving credit facility, may be adversely impacted by a number of factors, including the level of our operating cash flows, our ability to maintain established levels of availability under, and to comply with the financial and other covenants included in, our amended and restated revolving credit facility and the borrowing base requirement in our amended and restated revolving credit facility that limits the amount of borrowings we may make based on a formula of, among other things, eligible accounts receivable and inventory and the minimum availability covenant in our amended and restated revolving credit facility that requires us to maintain availability in excess of an agreed upon level; general economic conditions in the United States, Europe and other parts of the world, including the impact of debt reduction efforts in the United States; levels of consumer confidence, consumer spending and purchases of discretionary items, including fashion apparel and related products, such as ours; restrictions in the credit and capital markets, which would impair our ability to access additional sources of liquidity, if needed; changes in the cost of raw materials, labor, advertising and transportation which could impact prices of our products; our ability to successfully implement our long-term strategic plans, including the focus on our JUICY COUTURE, LUCKY BRAND and KATE SPADE brands and expansion into markets outside of the US, such as China, Japan and Brazil, and the risks associated with the expansion into markets outside of the US; our ability to sustain recent improved performance in our LUCKY BRAND business; our ability to successfully improve the operations and results, creative direction and product offering at  our JUICY COUTURE brand; our dependence on a limited number of large US department store customers, and the risk of consolidations, restructurings, bankruptcies and other ownership changes in the retail industry and financial difficulties at our larger department store customers; whether or not the purchase of the 51% interest in the Kate Spade Japan joint venture will be consummated, and if consummated whether we will be successful operating the KATE SPADE business in Japan and the risks associated in such operation; risks associated with the transition of the MEXX business to an entity in which we hold a minority interest and the possible failure of such entity that may make our interest therein of little or no value and risks associated with the ability of the majority shareholder to operate the MEXX business successfully, which will impact the potential value of our minority interest; costs associated with the transition of the LIZ CLAIBORNE family of brands, MONET US, DANA BUCHMAN, KENSIE and MAC & JAC brands from the Company to their respective acquirers; our ability to anticipate and respond to constantly changing consumer demands and tastes and fashion trends, across multiple brands, product lines, shopping channels and geographies; our ability to attract and retain talented, highly qualified executives, and maintain satisfactory relationships with our employees; our ability to adequately establish, defend and protect our trademarks and other proprietary rights; our ability to successfully develop or acquire new product lines, such as the Kate Spade Saturday line, or enter new markets, such as China, Japan and Brazil or product categories, and risks related to such new lines, markets or categories; risks associated with the sale of the LIZ CLAIBORNE family of brands to J.C. Penney Corporation, Inc. and the licensing arrangement with QVC, Inc., including, without limitation, our ability to maintain productive working relationships with these parties and possible changes or disputes in our other brand relationships or relationships with other retailers and existing licensees as a result; the impact of the highly competitive nature of the markets within which we operate, both within the US and abroad; our reliance on independent foreign manufacturers, including the risk of their failure to comply with safety standards or our policies regarding labor practices; risks associated with our buying/sourcing agreement with Li & Fung Limited ("Li & Fung"), which results in a single third party foreign buying/sourcing agent for a significant portion of our products; risks associated with the delay in our previously announced plan to close our Ohio distribution facility and transition to a single third-party service provider for a significant portion of our US distribution, including risks associated with continuing to operate our Ohio distribution facility beyond the end of fiscal 2012, including increased operating expenses, risks related to systems capabilities and risks related to the Company's ability to continue to appropriately staff the Ohio facility with both union and non-union employees; a variety of legal, regulatory, political and economic risks, including risks related to the importation and exportation of product, tariffs and other trade barriers; our ability to adapt to and compete effectively in the current quota environment in which general quota has expired on apparel products, but political activity seeking to re-impose quota has been initiated or threatened; our exposure to currency fluctuations; risks associated with material disruptions in our information technology systems; risks associated with privacy breaches; risks associated with credit card fraud and identity theft; risks associated with third party service providers, both domestic and overseas, including service providers in the area of e-commerce; limitations on our ability to utilize all or a portion of our US deferred tax assets if we experience an "ownership change"; the outcome of current and future litigation and other proceedings in which we are involved and such other factors as are set forth in this press release, and in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 2012, which is being filed with the S.E.C., including in the sections entitled  "Item 1A-Risk Factors" and "Statement on Forward Looking Statements." The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

  

FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except per common share data)



















Three Months Ended





Three Months Ended








September 29, 2012


% of


October 1, 2011


% of






 (13 Weeks) 


 Sales 


 (13 Weeks) 


 Sales 















Net Sales



$                          364,556


100.0  %



$                          380,693


100.0  %


Cost of goods sold



161,439


44.3  %



173,856


45.7  %


Gross Profit



203,117


55.7  %



206,837


54.3  %


Selling, general & administrative expenses



203,398


55.8  %



211,685


55.6  %


Impairment of intangible assets



-


-



814


0.2  %


Operating Loss



(281)


(0.1) %



(5,662)


(1.5) %


Other (expense) income, net



(1,038)


(0.3) %



16,818


4.4  %


Gain on sale of trademarks



-


-



15,600


4.1  %


Loss on extinguishment of debt, net 



(3,023)


(0.8) %



-


-


Interest expense, net



(13,228)


(3.6) %



(15,834)


(4.2) %


(Loss) Income Before Provision for Income Taxes



(17,570)


(4.8) %



10,922


2.9  %


Provision for income taxes



1,823


0.5  %



3,919


1.0  %


(Loss) Income from Continuing Operations



(19,393)


(5.3) %



7,003


1.8  %


Discontinued operations, net of income taxes



592


0.2  %



(221,637)


(58.2) %


Net Loss



$                          (18,801)


(5.2) %



$                        (214,634)


(56.4) %















Earnings per Share:












Basic and Diluted













(Loss) Income from Continuing Operations 



$                              (0.17)





$                                0.07





Net Loss 



$                              (0.17)





$                              (2.27)

















Weighted Average Shares, Basic (a)



113,109





94,483




Weighted Average Shares, Diluted (a)



113,109





95,323




_______________












(a)

Because the Company incurred a loss from continuing operations for the three months ended September 29, 2012, all potentially dilutive shares are antidilutive. Accordingly, basic and diluted weighted average shares outstanding are equal for the period.

  

FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except per common share data)



















Nine Months Ended





Nine Months Ended








September 29, 2012


% of


October 1, 2011


% of






 (39 Weeks) 


 Sales 


 (39 Weeks) 


 Sales 















Net Sales



$                     1,018,561


100.0  %



$                     1,071,658


100.0  %


Cost of goods sold



445,620


43.7  %



502,758


46.9  %


Gross Profit



572,941


56.3  %



568,900


53.1  %


Selling, general & administrative expenses



643,707


63.2  %



634,521


59.2  %


Impairment of intangible assets



-


-



814


0.1  %


Operating Loss



(70,766)


(6.9) %



(66,435)


(6.2) %


Other income (expense), net



1,479


0.1  %



(7,077)


(0.7) %


Gain on sale of trademarks



-


-



15,600


1.5  %


(Loss) gain on extinguishment of debt, net



(8,669)


(0.9) %



6,547


0.6  %


Interest expense, net



(37,836)


(3.7) %



(42,908)


(4.0) %


Loss Before Provision for Income Taxes



(115,792)


(11.4) %



(94,273)


(8.8) %


Provision for income taxes



4,882


0.5  %



5,605


0.5  %


Loss from Continuing Operations



(120,674)


(11.8) %



(99,878)


(9.3) %


Discontinued operations, net of income taxes



(10,865)


(1.1) %



(300,997)


(28.1) %


Net Loss



$                      (131,539)


(12.9) %



$                      (400,875)


(37.4) %















Earnings per Share:












Basic and Diluted













Loss from Continuing Operations



$                            (1.12)





$                            (1.06)





Net Loss



$                            (1.22)





$                            (4.24)

















Weighted Average Shares, Basic and Diluted (a)



107,692





94,443

















_______________












(a)

Because the Company incurred a loss from continuing operations for the nine months ended September 29, 2012 and October 1, 2011, all potentially dilutive shares are antidilutive. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods.

FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(All amounts in thousands)














September 29, 2012


October 1, 2011


Assets







Current Assets:








Cash and cash equivalents


$                          31,221


$                  11,757




Accounts receivable - trade, net


126,655


149,588




Inventories, net


245,578


255,793




Other current assets


48,087


59,699




Assets held for sale


-


227,614




Total current assets


451,541


704,451











Property and Equipment, Net


224,587


254,612



Goodwill and Intangibles, Net


118,197


153,833



Other Assets


49,027


31,110


Total Assets


$                        843,352


$             1,144,006










Liabilities and Stockholders' Deficit







Current Liabilities:








Short-term borrowings


$                            4,681


$                148,155




Convertible Senior Notes


28,687


77,386




Other current liabilities


384,660


347,029




Liabilities held for sale


-


229,187




Total current liabilities


418,028


801,757











Long-Term Debt


384,841


521,722



Other Non-Current Liabilities


232,681


240,512



Stockholders' Deficit


(192,198)


(419,985)


Total Liabilities and Stockholders' Deficit


$                        843,352


$             1,144,006

 

FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(All amounts in thousands)



















Three Months Ended


Nine Months Ended







September 29, 2012


October 1, 2011


September 29, 2012


October 1, 2011







 (13 Weeks) 


 (13 Weeks) 


 (39 Weeks) 


 (39 Weeks) 
















Net Loss




$                      (18,801)


$            (214,634)


$                    (131,539)


$            (400,875)
















Other Comprehensive Income (Loss), Net of Income Taxes:













Cumulative translation adjustment, including Euro Notes in 2011 and 













   other instruments, net of income taxes of $0, $(234), $0 and $(1,870), respectively




247


574


229


(1,852)



Unrealized losses on available-for-sale securities, net of income taxes of $0




(114)


(54)


(159)


(109)



Change in fair value of cash flow hedges, net of income taxes 













   of $0, $332, $0 and $403, respectively




-


4,522


-


11



Comprehensive Loss




$                      (18,668)


$            (209,592)


$                    (131,469)


$            (402,825)


  

FIFTH & PACIFIC COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands)

















Nine Months Ended








September 29, 2012


October 1, 2011








(39 Weeks)


(39 Weeks)













Cash Flows from Operating Activities:








Net loss 


$                      (131,539)


$              (400,875)




Adjustments to arrive at loss from continuing operations


10,865


300,997




Loss from continuing operations


(120,674)


(99,878)














Adjustments to reconcile loss from continuing operations to net cash used in 








       operating activities:









Depreciation and amortization


54,783


64,755





Impairment of intangible assets


-


814





Loss on asset disposals and impairments, including streamlining initiatives, net

31,378


20,076





Share-based compensation


7,157


4,108





Foreign currency (gains) losses, net


(174)


10,826





Gain on sale of trademarks


-


(15,600)





Loss (gain) on extinguishment of debt


8,669


(6,547)





Other, net


112


(1,742)




Changes in assets and liabilities:









(Increase) decrease in accounts receivable - trade, net


(6,851)


12,366





Increase in inventories, net


(51,950)


(42,935)





Decrease in other current and non-current assets


5,187


1,470





Increase in accounts payable


26,944


18,671





(Decrease) increase in accrued expenses and other non-current liabilities


(29,933)


12,163





Net change in income tax assets and liabilities


3,844


5,893




Net cash used in operating activities of discontinued operations

(15,773)


(127,985)






Net cash used in operating activities


(87,281)


(143,545)













Cash Flows from Investing Activities:








Purchases of property and equipment


(55,180)


(57,545)




Net proceeds from disposition


-


15,600




Payments for in-store merchandise shops


(1,767)


(2,247)




Investments in and advances to equity investees


(5,000)


(6)




Other, net


236


370




Net cash used in investing activities of discontinued operations

-


(12,086)






Net cash used in investing activities


(61,711)


(55,914)













Cash Flows from Financing Activities:








Proceeds from borrowings under revolving credit agreement 


113,389


602,022




Repayment of borrowings under revolving credit agreement


(113,389)


(480,091)




Proceeds from issuance of Senior Secured Notes


164,540


220,094




Repayment of Euro Notes


(158,027)


(178,333)




Principal payments under capital lease obligations


(3,331)


(3,138)




Proceeds from exercise of stock options


6,049


25




Payment of deferred financing fees 


(6,064)


(8,505)




Other, net


-


(806)




Net cash provided by financing activities of discontinued operations 


-


45,292






Net cash provided by financing activities


3,167


196,560













Effect of Exchange Rate Changes on Cash and Cash Equivalents


(2,890)


2,750













Net Change in Cash and Cash Equivalents


(148,715)


(149)



Cash and Cash Equivalents at Beginning of Period


179,936


22,714



Cash and Cash Equivalents at End of Period


31,221


22,565



Less: Cash and Cash Equivalents Held for Sale


-


10,808



Cash and Cash Equivalents 


$                          31,221


$                  11,757



   

FIFTH & PACIFIC COMPANIES, INC. 

SEGMENT REPORTING

(All amounts in thousands)




















Three Months Ended





Three Months Ended









September 29, 2012


% to



October 1, 2011


% to







 (13 Weeks) 


 Total 



 (13 Weeks) 


 Total 



NET SALES:













JUICY COUTURE 


$                          129,837


35.6  %



$                          137,435


36.1  %




LUCKY BRAND 


111,797


30.7  %



100,676


26.4  %




KATE SPADE 


101,880


27.9  %



75,386


19.8  %




Adelington Design Group & Other 


21,042


5.8  %



67,196


17.7  %





Total Net Sales


$                          364,556


100.0  %



$                          380,693


100.0  %





















Three Months Ended





Three Months Ended









September 29, 2012


% of



October 1, 2011


% of







 (13 Weeks) 


 Sales 



 (13 Weeks) 


 Sales 



OPERATING (LOSS) INCOME (a):













JUICY COUTURE 


$                            (8,139)


(6.3) %



$                              2,157


1.6  %




LUCKY BRAND 


(3,249)


(2.9) %



(7,838)


(7.8) %




KATE SPADE 


8,324


8.2  %



4,060


5.4  %




International-Based Direct Brands


-


-



(3,110)


-




Adelington Design Group & Other


2,783


13.2  %



(931)


(1.4) %





Total Operating Loss


$                               (281)


(0.1) %



$                            (5,662)


(1.5) %





















Three Months Ended





Three Months Ended









September 29, 2012


% to



October 1, 2011


% to







 (13 Weeks) 


 Total 



 (13 Weeks) 


 Total 



NET SALES:













Domestic


$                          344,147


94.4  %



$                          363,550


95.5  %




International


20,409


5.6  %



17,143


4.5  %





Total Net Sales


$                          364,556


100.0  %



$                          380,693


100.0  %





















Three Months Ended





Three Months Ended









September 29, 2012


% of



October 1, 2011


% of





 (13 Weeks) 


 Sales 



 (13 Weeks) 


 Sales 



OPERATING (LOSS) INCOME:













Domestic


$                               (394)


(0.1) %



$                            (9,442)


(2.6) %




International


113


0.6  %



3,780


22.1  %





Total Operating Loss


$                               (281)


(0.1) %



$                            (5,662)


(1.5) %




_______________













(a)

Operating (loss) income includes charges related to streamlining initiatives and brand-exiting activities and impairment of intangible assets. Refer to the table entitled "Reconciliation of Non-GAAP Financial Information - Segment Reporting" for further information.


  

FIFTH & PACIFIC COMPANIES, INC.

SEGMENT REPORTING

(All amounts in thousands)




















Nine Months Ended





Nine Months Ended









September 29, 2012


% to



October 1, 2011


% to







 (39 Weeks) 


 Total 



 (39 Weeks) 


 Total 



NET SALES:













JUICY COUTURE 


$                        344,984


33.9  %



$                        369,906


34.5  %




LUCKY BRAND


324,245


31.8  %



281,298


26.3  %




KATE SPADE 


289,216


28.4  %



202,769


18.9  %




Adelington Design Group & Other 


60,116


5.9  %



217,685


20.3  %





Total Net Sales


$                     1,018,561


100.0  %



$                     1,071,658


100.0  %





















Nine Months Ended





Nine Months Ended









September 29, 2012


% of



October 1, 2011


% of







 (39 Weeks) 


 Sales 



 (39 Weeks) 


 Sales 



OPERATING (LOSS) INCOME (a):













JUICY COUTURE 


$                        (45,899)


(13.3) %



$                        (17,420)


(4.7) %




LUCKY BRAND


(30,083)


(9.3) %



(34,092)


(12.1) %




KATE SPADE 


14,748


5.1  %



7,381


3.6  %




International-Based Direct Brands


-


-



(8,963)


-




Adelington Design Group & Other 


(9,532)


(15.9) %



(13,341)


(6.1) %





Total Operating Loss


$                        (70,766)


(6.9) %



$                        (66,435)


(6.2) %





















Nine Months Ended





Nine Months Ended









September 29, 2012


% to



October 1, 2011


% to







 (39 Weeks) 


 Total 



 (39 Weeks) 


 Total 



NET SALES:













Domestic


$                        972,921


95.5  %



$                     1,025,900


95.7  %




International


45,640


4.5  %



45,758


4.3  %





Total Net Sales


$                     1,018,561


100.0  %



$                     1,071,658


100.0  %





















Nine Months Ended





Nine Months Ended







September 29, 2012


% of



October 1, 2011


% of







 (39 Weeks) 


 Sales 



 (39 Weeks) 


 Sales 



OPERATING (LOSS) INCOME:













Domestic


$                        (61,464)


(6.3) %



$                        (77,968)


(7.6) %




International


(9,302)


(20.4) %



11,533


25.2  %





Total Operating Loss


$                        (70,766)


(6.9) %



$                        (66,435)


(6.2) %




_______________













(a)

Operating (loss) income includes charges related to streamlining initiatives and brand-exiting activities and impairment of intangible assets. Refer to the table entitled "Reconciliation of Non-GAAP Financial Information - Segment Reporting" for further information.


  

FIFTH & PACIFIC COMPANIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

(All amounts in thousands, except per common share data)

(Unaudited)
















The following tables provide reconciliations of (i) (Loss) Income from Continuing Operations to Adjusted (Loss) Income from Continuing Operations (a)and (ii) Operating Loss to Adjusted (Loss) Income from Continuing Operations (a):




















Three Months Ended


Nine Months Ended







September 29, 2012


October 1, 2011


September 29, 2012


October 1, 2011







(13 Weeks)


(13 Weeks)


(39 Weeks)


(39 Weeks)
















(Loss) Income from Continuing Operations



$                      (19,393)


$                  7,003


$                    (120,674)


$              (99,878)



Streamlining initiatives and brand-exiting activities(b)(c)



5,865


11,077


45,672


50,590



Loss (gain) on extinguishment of debt



3,023


-


8,669


(6,547)



Impairment of intangible assets



-


814


-


814



Interest expense (d)



272


-


802


-



Gain on sale of trademarks



-


(15,600)


-


(15,600)



Benefit for income taxes



4,620


163


27,605


29,286



Adjusted (Loss) Income from Continuing Operations (a)


$                        (5,613)


$                  3,457


$                      (37,926)


$              (41,335)





























Operating Loss 



$                           (281)


$                (5,662)


$                      (70,766)


$              (66,435)



Streamlining initiatives and brand-exiting activities(b)(c)



5,865


11,077


45,672


50,590



Impairment of intangible assets



-


814


-


814



Adjusted Operating Income (Loss) (a)


5,584


6,229


(25,094)


(15,031)
















Adjusted interest expense, net (e)


(12,956)


(15,834)


(37,034)


(42,908)



Other (expense) income, net


(1,038)


16,818


1,479


(7,077)



(Benefit) provision for income taxes (f)


(2,797)


3,756


(22,723)


(23,681)
















Adjusted (Loss) Income from Continuing Operations (a)


$                        (5,613)


$                  3,457


$                      (37,926)


$              (41,335)





























Adjusted Basic and Diluted Earnings per Common Share from
     Continuing Operations (a)(g)


$                          (0.05)


$                    0.04


$                          (0.35)


$                  (0.44)
















_______________












(a)

Adjusted Operating Income (Loss) excludes streamlining initiatives and brand-exiting activities and impairment of intangible assets.  In addition to those items, Adjusted (Loss) Income from Continuing Operations and Adjusted Basic and Diluted Earnings per Common Share from Continuing Operations exclude (loss) gain on extinguishment of debt, gain on sale of trademarks and interest expense related to a multi-employer pension plan, which is payable over four years.



(b)

During the three and nine months ended September 29, 2012 and October 1, 2011, the Company recorded expenses related to its streamlining initiatives and brand-exiting activities as follows:

































 Three Months Ended 


 Nine Months Ended 







September 29, 2012


October 1, 2011


September 29, 2012


October 1, 2011







 (13 Weeks) 


 (13 Weeks) 


 (39 Weeks) 


 (39 Weeks) 






























Payroll, contract termination costs, asset write-downs and other costs



$                          5,829


$                11,272


$                        43,157


$                49,135




Store closure and other brand-exiting activities



36


(195)


2,515


1,455







$                          5,865


$                11,077


$                        45,672


$                50,590
















(c)

Excludes non-cash impairment charges of $392 primarily related to Adelington Design Group & Other merchandising rights for the three and nine months ended October 1, 2011.



(d)

Represents interest expense related to a multi-employer pension withdrawal liability, which is payable over four years. 



(e)

Excludes interest expense of $272 and $802 for the three and nine months ended September 29, 2012, respectively, related to a multi-employer pension withdrawal liability, which is payable over four years. 



(f)

Reflects a normalized tax rate based on estimated adjusted pretax (loss) income. 



(g)

Adjusted diluted earnings per share for the three months ended October 1, 2011 is based on 95,323 shares outstanding. As the Company incurred an adjusted loss from continuing operations for the three and nine months ended September 29, 2012 and nine months ended and October 1, 2011, all potentially dilutive shares are antidilutive. As such, basic and diluted weighted average shares outstanding are equal for such periods. 

  


FIFTH & PACIFIC COMPANIES, INC.


RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION


SEGMENT REPORTING


(All amounts in thousands)


(Unaudited)

















The following tables provide a reconciliation of Operating (Loss) Income to Adjusted Operating (Loss) Income, which excludes Streamlining Initiatives and Brand-Exiting Activities and Impairment of Intangible Assets.




















Three Months Ended







September 29, 2012






















JUICY

COUTURE


LUCKY

BRAND


KATE

SPADE


Adelington

Design Group &

Other


Total 





Net Sales:















As Reported


$     129,837


$    111,797


$           101,880


$                         21,042


$              364,556




















Operating (Loss) Income:















As Reported


$        (8,139)


$       (3,249)


$               8,324


$                           2,783


$                   (281)





Streamlining Initiatives and Brand-Exiting Activities


3,063


1,034


892


876


5,865




















Adjusted Operating (Loss) Income


$        (5,076)


$       (2,215)


$               9,216


$                           3,659


$                  5,584





% of Net Sales


(3.9) %


(2.0) %


9.0  %


17.4  %


1.5  %

































































































Three Months Ended





October 1, 2011




















JUICY

COUTURE


LUCKY

BRAND


KATE

SPADE


Adelington

Design Group &

Other


International-

Based

Direct Brands


Total



Net Sales:















As Reported


$     137,435


$    100,676


$             75,386


$                         67,196


$                        -


$    380,693


















Operating Income (Loss):















As Reported


$         2,157


$       (7,838)


$               4,060


$                             (931)


$                (3,110)


$       (5,662)



Streamlining Initiatives and Brand-Exiting Activities


2,771


2,204


1,399


4,574


129


11,077



Impairment of Intangible Assets


-


-


-


814


-


814


















Adjusted Operating Income (Loss)


$         4,928


$       (5,634)


$               5,459


$                           4,457


$                (2,981)


$        6,229



% of Net Sales


3.6  %


(5.6) %


7.2  %


6.6  %


-


1.6  %


  

 


FIFTH & PACIFIC COMPANIES, INC.


RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION


SEGMENT REPORTING


(All amounts in thousands)


(Unaudited)

















The following tables provide a reconciliation of Net Sales to Adjusted Net Sales, which excludes Store Closure and Brand-Exiting Activities and of Operating (Loss) Income to Adjusted Operating (Loss) Income, which excludes Streamlining Initiatives and Brand-Exiting Activities and Impairment of Intangible Assets.




















Nine Months Ended







September 29, 2012






















 JUICY COUTURE   


LUCKY

BRAND


KATE

SPADE


 Adelington

Design Group &

Other


 Total 





Net Sales:















As Reported


$                      344,984


$                  324,245


$           289,216


$                   60,116


$           1,018,561





Store Closure and Brand-Exiting Activities


-


-


-


514


514





Adjusted Net Sales


$                      344,984


$                  324,245


$           289,216


$                   60,630


$           1,019,075




















Operating (Loss) Income:















As Reported


$                      (45,899)


$                  (30,083)


$             14,748


$                   (9,532)


$               (70,766)





Streamlining Initiatives and Brand-Exiting Activities


14,994


11,248


10,139


9,291


45,672




















Adjusted Operating (Loss) Income


$                      (30,905)


$                  (18,835)


$             24,887


$                      (241)


$               (25,094)





% of Adjusted Net Sales


(9.0) %


(5.8) %


8.6  %


(0.4) %


(2.5) %

































































































Nine Months Ended





October 1, 2011




















JUICY COUTURE


LUCKY

BRAND


KATE

SPADE


Adelington

Design Group &

Other


International-

Based

Direct Brands


Total



Net Sales:















As Reported


$                      369,906


$                  281,298


$           202,769


$                 217,685


$                        -


$     1,071,658


















Operating (Loss) Income:















As Reported


$                      (17,420)


$                  (34,092)


$               7,381


$                 (13,341)


$                 (8,963)


$        (66,435)



Streamlining Initiatives and Brand-Exiting Activities


17,566


7,081


4,598


20,729


616


50,590



Impairment of Intangible Assets


-


-


-


814


-


814


















Adjusted Operating (Loss) Income


$                             146


$                  (27,011)


$             11,979


$                     8,202


$                 (8,347)


$        (15,031)



% of Net Sales


0.0  %


(9.6) %


5.9  %


3.8  %


-


(1.4) %


  

FIFTH & PACIFIC COMPANIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

(All amounts in thousands)

(Unaudited)












The following tables provide reconciliations of Net Sales to Comparable Adjusted Net Sales.














Three Months Ended


Nine Months Ended




September 29, 2012


October 1, 2011


September 29, 2012


October 1, 2011




(13 Weeks)


(13 Weeks)


(39 Weeks)


(39 Weeks)


Net Sales:










As Reported


$                        364,556


$               380,693


$                     1,018,561


$            1,071,658


Brand-Exiting Activities


-


-


514


-


Adjusted Net Sales


364,556


380,693


1,019,075


1,071,658












Comparable Adjustments (a)


-


38,706


3,842


154,434












Comparable Adjusted Net Sales


$                        364,556


$               341,987


$                     1,015,233


$               917,224

_______________









(a)

Represents the removal of net sales for the following brands that have been sold or exited, but not presented as discontinued operations: Liz Claiborne / JCPenney apparel and handbags, Axcess, DKNY® Jeans, Dana Buchman apparel and the Company's former Curve fragrance and related brands.

  

FIFTH & PACIFIC COMPANIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

(All amounts in thousands)

(Unaudited)














The following table provides reconciliations of (Loss) Income from Continuing Operations to: (i) EBITDA; (ii) Adjusted EBITDA; (iii) Adjusted EBITDA, Excluding Foreign Currency Losses (Gains), Net; and (iv) Net Cash Used in Operating Activities. 


















Three Months Ended


Nine Months Ended






September 29, 2012


October 1, 2011


September 29, 2012


October 1, 2011






(13 Weeks)


(13 Weeks)


(39 Weeks)


(39 Weeks)














(Loss) Income from Continuing Operations