CAPRI HOLDINGS LTD, 10-Q filed on 8/13/2019
Quarterly Report
v3.19.2
Cover Page - shares
3 Months Ended
Jun. 29, 2019
Aug. 02, 2019
Cover page.    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity Registrant Name CAPRI HOLDINGS LTD  
Entity File Number 001-35368  
Entity Incorporation, State or Country Code D8  
Entity Address, Address Line One 33 Kingsway  
Entity Address, City or Town London  
Entity Address, Country GB  
Entity Address, Postal Zip Code WC2B 6UF  
Country Region 44  
City Area Code 207  
Local Phone Number 632 8600  
Title of 12(b) Security Ordinary Shares, no par value  
Trading Symbol CPRI  
Security Exchange Name NYSE  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Current Reporting Status Yes  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   151,579,407
Amendment Flag false  
Document Period End Date Jun. 29, 2019  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0001530721  
Current Fiscal Year End Date --03-28  
Entity Shell Company false  
Entity Interactive Data Current Yes  
v3.19.2
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Jun. 29, 2019
Mar. 30, 2019
Current assets    
Cash and cash equivalents $ 160 $ 172
Receivables, net 310 383
Inventories 1,016 953
Prepaid expenses and other current assets 224 221
Total current assets 1,710 1,729
Property and equipment, net 608 615
Operating lease right-of-use assets 1,718  
Intangible assets, net 2,250 2,293
Goodwill 1,652 1,659
Deferred tax assets 149 112
Other assets 221 242
Total assets 8,308 6,650
Current liabilities    
Accounts payable 355 371
Accrued payroll and payroll related expenses 96 133
Accrued income taxes 36 34
Current operating lease liabilities 384  
Short-term debt 514 630
Accrued expenses and other current liabilities 283 374
Total current liabilities 1,668 1,542
Long-term portion of operating lease liabilities 1,754  
Deferred rent 0 132
Deferred tax liabilities 431 438
Long-term debt 1,917 1,936
Other long-term liabilities 210 166
Total liabilities 5,980 4,214
Commitments and contingencies
Redeemable noncontrolling interest 4 4
Shareholders’ equity    
Ordinary shares, no par value; 650,000,000 shares authorized; 216,742,279 shares issued and 151,565,342 outstanding at June 29, 2019; 216,050,939 shares issued and 150,932,306 outstanding at March 30, 2019 0 0
Treasury shares, at cost (65,176,937 shares at June 29, 2019 and 65,118,633 shares at March 30, 2019) (3,225) (3,223)
Additional paid-in capital 1,039 1,011
Accumulated other comprehensive loss (93) (66)
Retained earnings 4,600 4,707
Total shareholders’ equity of Capri 2,321 2,429
Noncontrolling interest 3 3
Total shareholders’ equity 2,324 2,432
Total liabilities and shareholders’ equity $ 8,308 $ 6,650
v3.19.2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 29, 2019
Mar. 30, 2019
Statement of Financial Position [Abstract]    
Ordinary shares, par value (in dollars per share) $ 0 $ 0
Ordinary shares, shares authorized (in shares) 650,000,000 650,000,000
Ordinary shares, shares issued (in shares) 216,742,279 216,050,939
Ordinary shares, shares outstanding (in shares) 151,565,342 150,932,306
Treasury shares (in shares) 65,176,937 65,118,633
v3.19.2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended
Jun. 29, 2019
Jun. 30, 2018
Income Statement [Abstract]    
Total revenue $ 1,346 $ 1,203
Cost of goods sold 512 452
Gross profit 834 751
Selling, general and administrative expenses 598 465
Depreciation and amortization 60 56
Impairment of long-lived assets 97 4
Restructuring and other charges [1] 15 11
Total operating expenses 770 536
Income from operations 64 215
Other income, net (2) (1)
Interest expense, net 13 8
Foreign currency loss 2 3
Income before provision for income taxes 51 205
Provision for income taxes 6 19
Net income attributable to Capri $ 45 $ 186
Weighted average ordinary shares outstanding:    
Weighted average ordinary shares outstanding, basic (in shares) 151,049,572 149,502,101
Weighted average ordinary shares outstanding, diluted (in shares) 152,334,153 152,399,655
Net income per ordinary share attributable to Capri:    
Net income per ordinary share, basic (in dollars per share) $ 0.30 $ 1.25
Net income per ordinary share, diluted (in dollars per share) $ 0.30 $ 1.22
Statements of Comprehensive Income:    
Net income $ 45 $ 186
Foreign currency translation adjustments (25) (103)
Net (loss) gain on derivatives (2) 12
Comprehensive income attributable to Capri $ 18 $ 95
[1]
Restructuring and other charges includes store closure costs recorded in connection with the Michael Kors Retail Fleet Optimization Plan (as defined in Note 10) and other restructuring initiatives, and costs recorded in connection with the acquisitions of Gianni Versace S.r.l and Jimmy Choo Group Limited.
v3.19.2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($)
$ in Millions
Total
Ordinary Shares
Additional Paid-in Capital
Treasury Shares
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Total Equity of Capri
Non-controlling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Adoption of accounting standard $ 12         $ 12 $ 12  
Adjusted beginning balance 2,034 $ 0 $ 831 $ (3,016) $ 51 4,164 2,030 $ 4
Beginning balance (in shares) at Mar. 31, 2018   210,991,000            
Beginning balance, treasury (in shares) at Mar. 31, 2018       (61,293,000)        
Beginning balance at Mar. 31, 2018 2,022 $ 0 831 $ (3,016) 51 4,152 2,018 4
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income 186         186 186 0
Other comprehensive loss (91)       (91)   (91) 0
Total comprehensive income 95           95 0
Vesting of restricted awards, net of forfeitures (in shares)   600,000            
Exercises of employee share options (in shares)   619,000            
Exercise of employee share options 6   6       6  
Equity compensation expense 13   13       13  
Purchase of treasury shares (in shares)       (1,748,000)        
Purchase of treasury shares (106)     $ (106)     (106)  
Ending balance (in shares) at Jun. 30, 2018   212,210,000            
Ending balance, treasury (in shares) at Jun. 30, 2018       (63,041,000)        
Ending balance at Jun. 30, 2018 2,042 $ 0 850 $ (3,122) (40) 4,350 2,038 4
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Adoption of accounting standard (152)         (152) (152)  
Adjusted beginning balance $ 2,280 $ 0 1,011 $ (3,223) (66) 4,555 2,277 3
Beginning balance (in shares) at Mar. 30, 2019 216,050,939 216,051,000            
Beginning balance, treasury (in shares) at Mar. 30, 2019 (65,118,633)     (65,119,000)        
Beginning balance at Mar. 30, 2019 $ 2,432 $ 0 1,011 $ (3,223) (66) 4,707 2,429 3
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income 45         45 45 0
Other comprehensive loss (27)       (27)   (27) 0
Total comprehensive income 18           18 0
Vesting of restricted awards, net of forfeitures (in shares)   691,000            
Equity compensation expense 28   28       28  
Purchase of treasury shares (in shares)       (58,000)        
Purchase of treasury shares $ (2)     $ (2)     (2)  
Ending balance (in shares) at Jun. 29, 2019 216,742,279 216,742,000            
Ending balance, treasury (in shares) at Jun. 29, 2019 (65,176,937)     (65,177,000)        
Ending balance at Jun. 29, 2019 $ 2,324 $ 0 $ 1,039 $ (3,225) $ (93) $ 4,600 $ 2,321 $ 3
v3.19.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
3 Months Ended
Jun. 29, 2019
Jun. 30, 2018
Cash flows from operating activities    
Net income $ 45 $ 186
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 60 56
Equity compensation expense 28 13
Losses on store lease exits 0 2
Deferred income taxes 2 13
Impairment of long-lived assets 97 4
Changes to lease related balances, net (16)  
Tax deficit (benefit) on exercise of share options 2 (11)
Amortization of deferred financing costs 1 1
Foreign currency losses 2 3
Change in assets and liabilities:    
Receivables, net 73 24
Inventories (63) (52)
Prepaid expenses and other current assets (32) (21)
Accounts payable (8) (4)
Accrued expenses and other current liabilities (51) (32)
Other long-term assets and liabilities 18 24
Net cash provided by operating activities 158 206
Cash flows from investing activities    
Capital expenditures (54) (41)
Cash paid for business acquisitions, net of cash acquired (1) 0
Settlement of a net investment hedges 23 0
Net cash used in investing activities (32) (41)
Cash flows from financing activities    
Debt borrowings 390 434
Debt repayments (526) (487)
Repurchase of treasury shares (2) (106)
Exercise of employee share options 0 6
Net cash used in financing activities (138) (153)
Effect of exchange rate changes on cash and cash equivalents 0 (5)
Net (decrease) increase in cash and cash equivalents (12) 7
Beginning of period 172 163
End of period 160 170
Supplemental disclosures of cash flow information    
Cash paid for interest 30 13
Cash paid for income taxes 12 24
Supplemental disclosure of non-cash investing and financing activities    
Accrued capital expenditures $ 23 $ 28
v3.19.2
Business and Basis of Presentation
3 Months Ended
Jun. 29, 2019
Accounting Policies [Abstract]  
Business and Basis of Presentation Business and Basis of Presentation
The Company was incorporated in the British Virgin Islands (“BVI”) on December 13, 2002 as Michael Kors Holdings Limited and changed its name to Capri Holdings Limited (“Capri,” and together with its subsidiaries, the “Company”) on December 31, 2018. The Company is a holding company that owns brands that are leading designers, marketers, distributors and retailers of branded women’s and men’s accessories, apparel and footwear bearing the Versace, Jimmy Choo and Michael Kors tradenames and related trademarks and logos. The Company completed the acquisition of Gianni Versace S.r.l. (“Versace”) on December 31, 2018. As a result, the Company now operates in three reportable segments: Versace, Jimmy Choo and Michael Kors. See Note 18 for additional information.
The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned or controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The interim consolidated financial statements as of June 29, 2019 and for the three months ended June 29, 2019 and June 30, 2018 are unaudited. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The interim consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, necessary for a fair presentation in conformity with U.S. GAAP. The interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended March 30, 2019, as filed with the Securities and Exchange Commission on May 29, 2019, in the Company’s Annual Report on Form 10-K. The results of operations for the interim periods should not be considered indicative of results to be expected for the full fiscal year.
The Company utilizes a 52 to 53 week fiscal year ending on the Saturday closest to March 31. As such, the term “Fiscal Year” or “Fiscal” refers to the 52-week or 53-week period, ending on that day. The results for the three months ended June 29, 2019 and June 30, 2018, are based on 13-week periods.
v3.19.2
Summary of Significant Accounting Policies
3 Months Ended
Jun. 29, 2019
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, sales returns, sales discounts and doubtful accounts, estimates of gift card breakage, estimates of inventory recovery, the valuation of share-based compensation, valuation of deferred taxes and the valuation of and the estimated useful lives used for amortization and depreciation of intangible assets and property and equipment. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation, including the realignment of the Company’s segment reporting structure in the fourth quarter of Fiscal 2019, as further described in Note 18.
Seasonality
The Company experiences certain effects of seasonality with respect to its business. The Company generally experiences greater sales during its third fiscal quarter, primarily driven by holiday season sales, and the lowest sales during its first fiscal quarter.
Inventories
Inventories mainly consist of finished goods with the exception of raw materials inventory of $23 million and $25 million, respectively, recorded on the Company’s consolidated balance sheets as of June 29, 2019 and March 30, 2019.
Derivative Financial Instruments
Forward Foreign Currency Exchange Contracts
The Company uses forward currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain transactions. The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to these transactions. The Company employs these forward currency contracts to hedge the Company’s cash flows, as they relate to foreign currency transactions. Certain of these contracts are designated as hedges for accounting purposes, while others remain undesignated. All of the Company’s derivative instruments are recorded in the Company’s consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation.
The Company designates certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges. Formal hedge documentation is prepared for all derivative instruments designated as hedges, including description of the hedged item and the hedging instrument and the risk being hedged. The changes in the fair value for contracts designated as cash flow hedges is recorded in equity as a component of accumulated other comprehensive income (loss) until the hedged item affects earnings. When the inventory related to forecasted inventory purchases that are being hedged is sold to a third party, the gains or losses deferred in accumulated other comprehensive income (loss) are recognized within cost of goods sold. The Company uses regression analysis to assess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the change in the related hedged item. If the hedge is no longer expected to be highly effective in the future, future changes in the fair value are recognized in earnings. For those contracts that are not designated as hedges, changes in the fair value are recorded to foreign currency (gain) loss in the Company’s consolidated statements of operations and comprehensive income. The Company classifies cash flows relating to its forward foreign currency exchange contracts related to purchase of inventory consistently with the classification of the hedged item, within cash flows from operating activities.
The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors, adhering to established limits for credit exposure. The aforementioned forward contracts generally have a term of no more than 12 months. The period of these contracts is directly related to the foreign transaction they are intended to hedge.
Net Investment Hedges
The Company also uses fixed-to-fixed cross currency swap agreements to hedge its net investments in foreign operations against future volatility in the exchange rates between its U.S. Dollars and these foreign currencies. The Company has elected the spot method of designating these contracts under ASU 2017-12 and has designated these contracts as net investment hedges. The net gain or loss on the net investment hedge is reported within foreign currency translation gains and losses (“CTA”), as a component of accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets. Interest accruals and coupon payments are recognized directly in interest expense in the Company’s statement of operations and comprehensive income. Upon discontinuation of a hedge, all previously recognized amounts remain in CTA until the hedged net investment is sold, diluted, or liquidated.
Net Income per Share
The Company’s basic net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period. Diluted net income per ordinary share reflects the potential dilution that would occur if share option grants or any other potentially dilutive instruments, including restricted shares and restricted share units (“RSUs”), were exercised or converted into ordinary shares. These potentially dilutive securities are included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods. Performance-based RSUs are included in diluted shares if the related performance conditions are considered satisfied as of the end of the reporting period and to the extent they are dilutive under the treasury stock method.
The components of the calculation of basic net income per ordinary share and diluted net income per ordinary share are as follows (in millions, except share and per share data):
 
 
Three Months Ended
 
 
June 29,
2019
 
June 30,
2018
Numerator:
 
 
 
 
Net income attributable to Capri
 
$
45

 
$
186

Denominator:
 
 
 
 
Basic weighted average shares
 
151,049,572

 
149,502,101

Weighted average dilutive share equivalents:
 
 
 
 
Share options and restricted shares/units, and performance restricted share units
 
1,284,581

 
2,897,554

Diluted weighted average shares
 
152,334,153

 
152,399,655

 
 
 
 
 
Basic net income per share (1)
 
$
0.30

 
$
1.25

Diluted net income per share (1)
 
$
0.30

 
$
1.22


 
 
 
 
 
(1) 
Basic and diluted net income per share are calculated using unrounded numbers.
Share equivalents of 2,374,578 shares and 648,398 shares for the three months ended June 29, 2019 and June 30, 2018, respectively, have been excluded from the above calculations due to their anti-dilutive effect.
See Note 2 in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019 for a complete disclosure of the Company’s significant accounting policies.
Recently Adopted Accounting Pronouncements
Lease Accounting
On March 31, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet for all leases, except certain short-term leases. In evaluating the impact of ASU 2016-02, the Company considered guidance provided by several additional ASUs issued by the FASB, including ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842” in January 2018, ASU 2018-10, “Codification Improvements to Topic 842, Leases” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” both issued in July 2018, and ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors” issued in December 2018. In connection with its implementation of ASU 2016-02, the Company adopted the package of three practical expedients, allowing it to carry forward its previous lease classification and embedded lease evaluations and not to reassess initial direct costs as of the date of adoption. The Company also adopted, the practical expedient allowing it to combine lease and non-lease components for its real estate leases. Lastly, the Company adopted the practical expedient provided by ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” allowing it to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restating the comparative prior year periods.
The Company’s existing lease obligations, which relate to stores, corporate locations, warehouses, and equipment, are subject to the new standard and resulted in recording of lease liabilities and right-of-use assets for operating leases on the Company’s consolidated balance sheet.
The below table details the balance sheet adjustments recorded on March 31, 2019 in connection with the Company’s adoption of ASU 2016-02 (in millions):
 
March 30, 2019
As Reported under ASC 840
 
ASC 842 Adjustments
 
March 31, 2019
As Reported Under ASC 842
Assets
 
 
 
 
 
Prepaid expenses and other current assets
$
221

 
$
(23
)
(1) 
$
198

Operating lease right-of-use assets

 
1,856

(2) 
1,856

Intangible assets, net
2,293

 
(20
)
(3) 
2,273

Deferred tax assets
112

 
38

(4) 
150

Liabilities
 
 
 
 
 
Current portion of operating lease liabilities

 
386

(5) 
386

Accrued expenses and other current liabilities
374

 
(72
)
(6) 
302

Long-term portion of operating lease liabilities

 
1,828

(5) 
1,828

Deferred Rent
132

 
(132
)
(7) 

Deferred tax liabilities
438

 
(7
)
(4) 
431

Shareholders’ Equity
 
 
 
 
 
Retained earnings
4,707

 
(152
)
(4) 
4,555

 
 
 
 
 
(1) 
Represents the reclassification of rent paid in advance to current operating lease liabilities.
(2) 
Represents the recognition of operating lease right-of-use assets, reflecting the reclassifications of deferred rent, sublease liabilities, tenant allowances and favorable and unfavorable lease rights. This balance also reflects the initial impairments of the right-of-use assets recorded through retained earnings, as described below.
(3) 
Represents the reclassifications favorable and unfavorable purchase accounting adjustments for leases recorded in conjunction with the Company’s acquisitions to operating lease right-of-use assets.
(4) 
Represents the initial impairment recognized through retained earnings for certain underperforming retail store locations for which fixed assets were previously impaired, net of associated deferred taxes.
(5) 
Represents the recognition of current and non-current lease liabilities for fixed payments associated with the Company’s operating leases.
(6) 
Represents the reclassification of $54 million in sublease liabilities, primarily related to Michael Kors retail stores closed under the Company’s Retail Fleet Optimization Plan as described in Note 10, as well as the reclassification of $18 million of deferred rent and tenant allowances to operating lease right-of-use assets.
(7) 
Represents the reclassification of noncurrent deferred rent and tenant improvement allowances to operating lease right-of-use assets.
See Note 4 for additional disclosures related to the Company’s lease accounting policy.
Recently Issued Accounting Pronouncements
We have considered all new accounting pronouncements and, other than the recent pronouncements discussed below, have concluded that there are no new pronouncements that may have a material impact on our results of operations, financial condition or cash flows based on current information.
Intangibles
In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which reduces the complexity for the accounting for costs of implementing a cloud computing service arrangement. The standard aligns the accounting for capitalizing implementation costs of hosting arrangements, regardless of whether or not the contract conveys a license to the hosted software. ASU 2018-15 is effective beginning with the Company’s Fiscal 2021, with early adoption permitted, and can either be presented prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2018-15 on its consolidated financial statements.
v3.19.2
Revenue Recognition
3 Months Ended
Jun. 29, 2019
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
The Company accounts for contracts with its customers when there is approval and commitment from both parties, the rights of the parties and payment terms have been identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services.
The Company sells its products through three primary channels of distribution: retail, wholesale and licensing. Within the retail and wholesale channels, substantially all of the Company’s revenues consist of sales of products that represent a single performance obligation, where control transfers at a point in time to the customer. For licensing arrangements, royalty and advertising revenue is recognized over time based on access provided to the Company’s brands.
The Company has chosen to apply the practical expedient allowing it not to disclose the amount of the transaction price allocated to the remaining performance obligations that have an expected duration of 12 months or less.
Retail
The Company generates sales through directly operated stores and e-commerce throughout the Americas (U.S., Canada and Latin America, excluding Brazil), EMEA (Europe, Middle East, and Africa) and certain parts of Asia. Retail revenue is recognized when control of the product is transferred at the point of sale at Company owned stores, including concessions. For e-commerce transactions, control is transferred when products are delivered to the customer, net of estimated returns. To arrive at net sales for retail, gross sales are reduced by actual customer returns, as well as by a provision for estimated future customer returns.
Sales taxes collected from retail customers are presented on a net basis and, as such, are excluded from revenue. Shipping and handling costs that are billed to customers are included in net sales, with the related costs recorded in cost of goods sold. Shipping and handling costs that are not billed to customers are accounted for as fulfillment costs.
Gift Cards. The Company sells gift cards that can be redeemed for merchandise, resulting in a contract liability recorded upon issuance. Revenue is recognized when the gift card is redeemed or upon “breakage” for the estimated portion of gift cards that are not expected to be redeemed. “Breakage” revenue is calculated under the proportional redemption methodology, which considers the historical patterns of redemption in jurisdictions where the Company is not required to remit the value of the unredeemed gift cards as unclaimed property. The Company anticipates that substantially all of its outstanding gift cards will be redeemed within the next 12 months. The contract liability related to gift cards, net of estimated “breakage,” was $12 million and $13 million as of June 29, 2019 and March 30, 2019, respectively, and is included in accrued expenses and other current liabilities in the Company’s consolidated balance sheet.
Loyalty Program. The Company offers a loyalty program, which allows its Michael Kors customers to earn points on qualifying purchases toward monetary and non-monetary rewards, which may be redeemed for purchases at Michael Kors retail stores and e-commerce sites. The Company defers a portion of the initial sales transaction based on the estimated relative fair value of the benefits based on projected timing of future redemptions and historical activity. These amounts include estimated “breakage” for points that are not expected to be redeemed. The contract liability, net of an estimated “breakage,” of $3 million as of both June 29, 2019 and March 30, 2019 is recorded as a reduction to revenue in the consolidated statements of income and comprehensive income and within accrued expenses and other current liabilities in the Company’s consolidated balance sheet and is expected to be recognized within the next 12 months.
Wholesale
The Company’s products are sold primarily to major department stores, specialty stores and travel retail shops throughout the Americas, EMEA and Asia. The Company also has arrangements where its products are sold to geographic licensees in certain parts of EMEA, Asia, and South America. Wholesale revenue is recognized net of estimates for sales returns, discounts, markdowns and allowances, after merchandise is shipped and control of the underlying product is transferred to the Company’s wholesale customers. To arrive at net sales for wholesale, gross sales are reduced by provisions for estimated future returns, as well as trade discounts, markdowns, allowances, operational chargebacks, and certain cooperative selling expenses. These estimates are developed based on the most likely amount using historical trends, actual and forecasted performance and market conditions, and are reviewed by management on a quarterly basis. Unfulfilled, noncancelable purchase orders for products from wholesale customers (including the Company’s geographic licensees) are expected to be fulfilled within the next 12 months.
Licensing
The Company provides its third-party licensees with the right to access its Versace, Jimmy Choo and Michael Kors trademarks under product and geographic licensing arrangements. Under product licensing arrangements, the Company allows third parties to manufacture and sell luxury goods, including watches and jewelry, fragrances, sunglasses and eyewear, using the Company’s trademarks. Under geographic licensing arrangements, third party licensees receive the right to distribute and sell products bearing the Company’s trademarks in retail and/or wholesale channels within certain geographical areas, including Brazil, the Middle East, Eastern Europe, South Africa, certain parts of Asia and Australia.
The Company recognizes royalty revenue and advertising contributions based on the percentage of sales made by the licensees. Advertising contributions are received to support the Company’s branded advertising and marketing campaigns and are viewed as part of a single performance obligation with the right to access the Company’s trademarks. Royalty revenue generated from licenses, which includes contributions for advertising, may be subject to contractual minimum levels, as defined in the contract. Such minimums are generally fixed annually, based on the previous year’s sales. Licensing revenue is based on reported current period sales of licensed products at rates that are specified in the license agreements for contracts that are expected to exceed the related guaranteed minimums. If the Company expects the minimum guaranteed amounts to exceed amounts calculated based on actual sales, the guaranteed minimums are recognized ratably over the contractual year to which they relate. Generally the Company’s guaranteed minimum royalty amounts due from licensees relate to contractual periods that do not exceed 12 months, however, some of our guaranteed minimums for Versace are multi-year based. As of June 29, 2019, contractually guaranteed minimum fees from our license agreements expected to be recognized as revenue during future periods were as follows (in millions):
 
 
Contractually Guaranteed Minimum Fees
 
 
Remainder of Fiscal 2020
$
20

 
Fiscal 2021
27

 
Fiscal 2022
27

 
Fiscal 2023
20

 
Fiscal 2024
10

 
Fiscal 2025 and thereafter
36

 
 Total
$
140


Sales Returns
For the sale of goods with a right of return, the Company recognizes revenue for the consideration to which it expects to be entitled and a refund liability for the amount it expects to refund to its customers within accrued expenses and other current liabilities. The refund liability is determined based on the most likely amount and is based on management’s review of historical and current customer returns for its retail and wholesale customers, estimated future returns, adjusted for non-resalable products. The Company also considers its product strategies, as well as the financial condition of its customers, store closings by wholesale customers, changes in the retail environment and other macroeconomic factors. The Company recognizes an asset with a corresponding adjustment to cost of sales for the right to recover the products from its retail and wholesale customers, net of any costs to resell. The refund liability recorded as of June 29, 2019 and March 30, 2019 was $36 million and $35 million, respectively, and the related asset for the right to recover returned product as of June 29, 2019 and March 30, 2019 was $12 million in each period.
Contract Balances
The Company’s contract liabilities are recorded within accrued expenses and other current liabilities and other long-term liabilities in its consolidated balance sheets depending on the short or long-term nature of the payments to be recognized. The Company’s contract liabilities primarily consist of gift card liabilities, loyalty program liabilities and advanced payments from product licensees. Total contract liabilities were $27 million and $31 million as of June 29, 2019 and March 30, 2019, respectively. For the three months ended June 29, 2019, the Company recognized $14 million in revenue which related to contract liabilities that existed at March 30, 2019. There were no contract assets recorded as of June 29, 2019 and March 30, 2019.
There were no changes in historical variable consideration estimates that were materially different from actual results.
Disaggregation of Revenue
The following table presents the Company’s segment revenues disaggregated by geographic location (in millions):
 
Three Months Ended
 
June 29,
2019
 
June 30,
2018
Versace revenue - the Americas
$
44

 
$

Versace revenue - EMEA
92

 

Versace revenue - Asia
71

 

 Total Versace
207

 

 
 
 
 
Jimmy Choo revenue - the Americas
30

 
26

Jimmy Choo revenue - EMEA
79

 
102

Jimmy Choo revenue - Asia
49

 
45

Total Jimmy Choo
158

 
173

 
 
 
 
Michael Kors revenue - the Americas
655

 
692

Michael Kors revenue - the EMEA
189

 
200

Michael Kors revenue - the Asia
137

 
138

 Total Michael Kors
981

 
1,030

 
 
 
 
Total revenue - the Americas
729

 
718

Total revenue - EMEA
360

 
302

Total revenue - Asia
257

 
183

Total revenue
$
1,346

 
$
1,203


v3.19.2
Acquisitions
3 Months Ended
Jun. 29, 2019
Business Combinations [Abstract]  
Acquisitions Acquisitions
Acquisition of Versace
On December 31, 2018, the Company completed the acquisition of Versace for a total enterprise value of approximately €1.753 billion (or approximately $2.005 billion), giving effect to an investment made by the Versace family at acquisition of 2.4 million shares. The acquisition was funded through a combination of borrowings under the Company’s 2018 Term Loan Facility, drawings under the Company’s Revolving Credit Facility and cash on hand (see Note 11 for additional information).
Versace’s results of operations have been included in our consolidated financial statements beginning on December 31, 2018. Versace contributed total revenue of $207 million and a net loss from operations of $3 million, after amortization of non-cash purchase accounting adjustments, for the three months ended May 31, 2019 (reflecting a one-month reporting lag).
As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. See Note 4 in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019 for additional disclosures relating to the Company’s acquisitions.
v3.19.2
Leases
3 Months Ended
Jun. 29, 2019
Leases [Abstract]  
Leases Leases
The Company leases retail stores, office space and warehouse space under operating lease agreements that expire at various dates through September 2043. The Company’s leases generally have terms of up to 10 years, generally require a fixed annual rent and may require the payment of additional rent if store sales exceed a negotiated amount. Although most of the Company’s equipment is owned, the Company has limited equipment leases that expire on various dates through April 2023. The Company acts as sublessor in certain leasing arrangements, primarily related to closed stores under its Retail Fleet Optimization Plan. Fixed sublease payments received are recognized on a straight-line basis of over the sublease term. The Company determines the sublease term based on the date it provides possession to the subtenant through the expiration date of the sublease.
The Company recognizes right-of-use assets and lease liabilities at lease commencement date, based on the present value of fixed lease payments over the expected lease term. The Company uses its incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable for the Company’s leases. The Company’s incremental borrowing rates are based on the term of the leases, the economic environment of the leases, and reflect the rate it would pay to borrow on a secured basis. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company generally does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the right-of-use asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term.
Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for its short-term leases on a straight-line basis over the lease term.
The Company’s leases generally provide for payments of non-lease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. The Company accounts for lease and non-lease components of its real estate leases together as a single lease component and, as such, includes fixed payments of non-lease components in the measurement of the right-of-use assets and lease liabilities for its real estate leases. Variable lease payments, such as percentage rentals based on location sales, periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred as variable lease costs and are not recorded on the balance sheet. The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants.
The following table presents the Company’s supplemental balance sheet information related to leases (in millions):
 
 
Balance Sheet Location
 
June 29,
2019
Assets
 
 
 
 
Operating leases
 
Operating lease right-of-use assets
 
$
1,718

 
 
 
 
 
Liabilities
 
 
 
 
Current:
 
 
 
 
Operating leases
 
Current portion of operating lease liabilities
 
$
384

Non-current:
 
 
 
 
Operating leases
 
Long-term portion of operating lease liabilities
 
$
1,754


The components of net lease costs for the three months ended June 29, 2019 was as follows (in millions):
 
 
 
 
Three Months Ended
 
 
Statement of Operations and Comprehensive Income Location
 
June 29, 2019
Operating lease cost
 
Selling, general and administrative expenses
 
$
109

Short-term lease cost
 
Selling, general and administrative expenses
 
10

Variable lease cost
 
Selling, general and administrative expenses
 
40

Sublease income
 
Selling, general and administrative expenses
 
(1
)
Total lease cost
 
 
 
$
158

The following table presents the Company’s supplemental cash flow information related to leases (in millions):
 
 
 
 
Three Months Ended
 
 
 
 
June 29, 2019
Cash paid for amounts included in the measurement of lease liabilities:
 
 
Operating cash flows from operating leases
 
$
120

Non-cash transactions:
 
 
Lease assets obtained in exchange for new lease liabilities
 
$
30


The following tables summarizes the weighted average remaining lease term and weighted average discount rate related to the Company’s right-of-use assets and lease liabilities recorded on the balance sheet as of June 29, 2019:
 
 
 
 
June 29,
2019
Operating leases:
 
 
Weighted average remaining lease term (years)
 
6.6

Weighted average discount rate
 
2.9
%

At June 29, 2019, the future minimum lease payments under the terms of these noncancelable operating lease agreements are as follows (in millions):
 
 
 
 
June 29,
2019
Remainder of Fiscal 2020
 
 
 
$
352

Fiscal 2021
 
 
 
432

Fiscal 2022
 
 
 
373

Fiscal 2023
 
 
 
320

Fiscal 2024
 
 
 
268

Thereafter
 
 
 
659

Total lease payments
 
 
 
2,404

Less: interest
 
 
 
(266
)
Total lease liabilities
 
 
 
$
2,138

At June 29, 2019, the future minimum sublease income under the terms of these noncancelable operating lease agreements are as follows (in millions):
 
 
 
 
June 29,
2019
Remainder of Fiscal 2020
 
 
 
$
4

Fiscal 2021
 
 
 
6

Fiscal 2022
 
 
 
5

Fiscal 2023
 
 
 
5

Fiscal 2024
 
 
 
4

Thereafter
 
 
 
16

Total sublease income
 
 
 
$
40

Additionally, the Company had approximately $83 million of future payment obligations related to executed lease agreements for which the related lease has not yet commenced as of June 29, 2019.
v3.19.2
Receivables, net
3 Months Ended
Jun. 29, 2019
Receivables [Abstract]  
Receivables, net Receivables, net
Receivables, net, consist of (in millions):
 
June 29,
2019
 
March 30,
2019
Trade receivables (1)
$
387

 
$
459

Receivables due from licensees
16

 
23

 
403

 
482

Less: allowances
(93
)
 
(99
)
 
$
310

 
$
383


 
 
 
 
 
(1) 
As of June 29, 2019 and March 30, 2019, $226 million and $317 million, respectively, of trade receivables were insured.
Receivables are presented net of allowances for discounts, markdowns, operational chargebacks and doubtful accounts. Discounts are based on open invoices where trade discounts have been extended to customers. Allowances are based on wholesale customers’ sales performance, seasonal negotiations with customers, historical deduction trends and an evaluation of current market conditions. Operational chargebacks are based on deductions taken by customers, net of expected recoveries. Such provisions, and related recoveries, are reflected in revenues.
The Company’s allowance for doubtful accounts is determined through analysis of periodic aging of receivables that are not covered by insurance and assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers and the impact of general economic conditions. The past due status of a receivable is based on its contractual terms. Amounts deemed uncollectible are written off against the allowance when it is probable the amounts will not be recovered. Allowance for doubtful accounts was $16 million and $18 million, respectively, as of June 29, 2019 and March 30, 2019. The Company had immaterial amounts of bad debt provisions for both periods presented.
v3.19.2
Property and Equipment, net
3 Months Ended
Jun. 29, 2019
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
Property and equipment, net, consists of (in millions):
 
June 29,
2019
 
March 30,
2019
Leasehold improvements
$
654

 
$
639

Computer equipment and software
305

 
292

Furniture and fixtures
297

 
292

In-store shops
272

 
270

Equipment
125

 
123

Building
48

 
47

Land
18

 
15

 
1,719

 
1,678

Less: accumulated depreciation and amortization
(1,169
)
 
(1,115
)
 
550

 
563

Construction-in-progress
58

 
52

 
$
608

 
$
615


Depreciation and amortization of property and equipment for each of the three months ended June 29, 2019 and June 30, 2018 was $47 million. During the three months ended June 29, 2019, the Company recorded fixed asset impairment charges of $13 million, $11 million of which related to determining asset groups for the Company's premier store locations at an individual store level, $7 million of which related to Michael Kors and $4 million related to Jimmy Choo (see Note 13). During the three months ended June 30, 2018, the Company recorded fixed asset impairment charges of $3 million, which were related to underperforming Michael Kors full-price retail store locations, some of which related to the Retail Fleet Optimization Plan.
v3.19.2
Intangible Assets and Goodwill
3 Months Ended
Jun. 29, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill Intangible Assets and Goodwill
The following table details the carrying values of the Company’s intangible assets other than goodwill (in millions):
 
June 29,
2019
 
March 30,
2019
Definite-lived intangible assets:
 
 
 
Reacquired Rights
$
400

 
$
400

Trademarks
23

 
23

Key Money (1)
71

 
96

Customer Relationships
412

(2) 
415

Total definite-lived intangible assets
906

 
934

Less: accumulated amortization
(155
)
 
(143
)
Net definite-lived intangible assets
751

 
791

 
 
 
 
Indefinite-lived intangible assets:
 
 
 
Jimmy Choo brand
557

(2) 
572

Versace brand
942

(2) 
930

 
1,499

 
1,502

 
 
 
 
Total intangible assets, excluding goodwill
$
2,250

 
$
2,293

 
 
 
 
Goodwill
$
1,652

(2) 
$
1,659


 
 
 
 
 
(1) 
The March 30, 2019 balance includes certain lease rights that were reclassified to the right-of-use asset as part of the adoption of ASC 842.
(2) 
The change in the carrying values since March 30, 2019 reflects currency translation.
Amortization expense for the Company’s definite-lived intangible assets for the three months ended June 29, 2019 and June 30, 2018 was $13 million and $9 million, respectively. During the three months ended June 29, 2019, the Company recorded impairment charges of $5 million related to intangible assets associated with its premier Michael Kors store locations (see Note 13 for further information). Impairment charges recorded during the three months ended June 30, 2018 were $1 million. There were no goodwill or other indefinite-lived intangible asset impairment charges recorded during any of the periods presented.
v3.19.2
Current Assets and Current Liabilities
3 Months Ended
Jun. 29, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Current Assets and Current Liabilities Current Assets and Current Liabilities
Prepaid expenses and other current assets consist of the following (in millions):    
 
June 29,
2019
 
March 30,
2019
Prepaid taxes
$
154

 
$
125

Prepaid rent (1)

 
24

Interest receivable related to net investment hedges
7

 
11

Prepaid fixed assets
7

 
7

Prepaid advertising
5

 
5

Other
51

 
49

 
$
224

 
$
221



Accrued expenses and other current liabilities consist of the following (in millions):
 
June 29,
2019
 
March 30,
2019
Other taxes payable
$
61

 
$
47

Return liabilities
36

 
35

Accrued capital expenditures
23

 
25

Accrued rent (2)
17

 
34

Gift cards and retail store credits
12

 
13

Professional services
12

 
12

Accrued litigation
12

 
11

Accrued advertising and marketing
9

 
10

Accrued purchases and samples
9

 
29

Advance royalties
9

 
6

Accrued interest
5

 
10

Restructuring liability (1)
5

 
64

Other
73

 
78

 
$
283

 
$
374


 
 
 
 
 
(1) 
In connection with the adoption of ASU 2016-02, certain lease related assets and liabilities were reflected within operating lease right-of-use assets and liabilities as of June 29, 2019. See Note 2 and Note 4 for additional information.
(2) 
The accrued rent balance relates to variable lease payments.
v3.19.2
Restructuring and Other Charges
3 Months Ended
Jun. 29, 2019
Restructuring and Related Activities [Abstract]  
Restructuring and Other Charges Restructuring and Other Charges
Retail Fleet Optimization Plan
On May 31, 2017, the Company announced that it plans to close between 100 and 125 of its Michael Kors retail stores in order to improve the profitability of its retail store fleet (“Retail Fleet Optimization Plan”). The Company anticipates finalizing the remainder of the planned store closures under the Retail Fleet Optimization Plan by the end of Fiscal 2020. The Company expects to incur approximately $100 - $125 million of one-time costs associated with these store closures. Collectively, the Company anticipates lower depreciation and amortization expense as a result of the impairment charges recorded once these initiatives are completed.
During the three months ended June 29, 2019, the Company closed 13 of its Michael Kors retail stores under the Retail Fleet Optimization Plan, for a total of 113 stores closed since plan inception. Restructuring charges recorded in connection with the Retail Fleet Optimization Plan during the three months ended June 29, 2019 were $1 million. The below table presents a rollforward of the Company’s remaining restructuring liability related to this plan (in millions):
 
Severance and benefit costs
 
Lease-related and other costs
 
Total
Balance at March 30, 2019
$
2

 
$
53

 
$
55

ASC 842 (Leases) Adjustment (1)

 
(46
)
 
(46
)
Balance at March 31, 2019
2

 
7


9

Additions charged to expense

 
1

 
1

Payments

 
(5
)
 
(5
)
Balance at June 29, 2019
$
2

 
$
3

 
$
5

 
 
 
 
 
(1) 
Consists of the reclassification of sublease liabilities to an offset of the related right-of-use asset due to the adoption of ASC 842. See Note 2 and Note 4 for further information.
    
During the three months ended June 30, 2018, the Company recorded restructuring charges of $4 million under the Retail Fleet Optimization Plan, which were comprised of lease-related charges.

Other Restructuring Charges
In addition to the restructuring charges related to the Retail Fleet Optimization Plan, the Company incurred charges of $2 million relating to Jimmy Choo lease-related charges during the three months ended June 29, 2019.
Other Costs
During the three months ended June 29, 2019, the Company recorded costs of $12 million, which included $7 million in connection with the acquisition of Versace and $5 million in connection with the Jimmy Choo acquisition.
During the three months ended June 30, 2018, the Company recorded costs of $7 million in connection with the Jimmy Choo acquisition.
v3.19.2
Debt Obligations
3 Months Ended
Jun. 29, 2019
Debt Disclosure [Abstract]  
Debt Obligations Debt Obligations
The following table presents the Company’s debt obligations (in millions):
 
June 29,
2019
 
March 30,
2019
Term Loan
$
1,560

 
$
1,580

Revolving Credit Facilities
434

 
550

4.000% Senior Notes due 2024
450

 
450

Other
1

 
1

Total debt
2,445

 
2,581

Less: Unamortized debt issuance costs
12

 
13

Less: Unamortized discount on long-term debt
2

 
2

Total carrying value of debt
2,431

 
2,566

Less: Short-term debt
514

 
630

Total long-term debt
$
1,917

 
$
1,936


Senior Unsecured Revolving Credit Facility
The 2018 Credit Facility requires the Company to maintain a leverage ratio as of the end of each fiscal quarter of no greater than 3.75 to 1. Such leverage ratio is calculated as the ratio of the sum of total indebtedness as of the date of the measurement plus six times the consolidated rent expense for the last four consecutive fiscal quarters, to Consolidated EBITDAR (as defined below) for the last four consecutive fiscal quarters. Consolidated EBITDAR is defined as consolidated net income plus income tax expense, net interest expense, depreciation and amortization expense, consolidated rent expense and other non-cash charges, subject to certain additions and deductions. The 2018 Credit Facility also includes covenants that limit additional indebtedness, guarantees, liens, acquisitions and other investments and cash dividends that are customary for financings of this type. As of June 29, 2019, the Company was in compliance with all covenants related to this agreement.
As of June 29, 2019 and March 30, 2019, the Company had borrowings of $422 million and $539 million, respectively, outstanding under the 2018 Revolving Credit Facility, which were recorded within short-term debt in its consolidated balance sheets. In addition, stand-by letters of credit of $17 million were outstanding as of June 29, 2019. At June 29, 2019, the amount available for future borrowings under the 2018 Revolving Credit Facility was $561 million. As of June 29, 2019 and March 30, 2019, the carrying value of borrowings outstanding under the 2018 Term Loan Facility was $1.551 billion and $1.570 billion, respectively, of which $80 million was recorded within short-term debt in each period and $1.471 billion and $1.490 billion, respectively, was recorded within long-term debt in its consolidated balance sheets.
On July 19, 2019, the Company repaid $125 million of borrowings outstanding under the 2018 Term Loan Facility.
See Note 11 to the Company’s Fiscal 2019 Annual Report on Form 10-K for additional information regarding the Company’s credit facilities and debt obligations.
v3.19.2
Commitments and Contingencies
3 Months Ended
Jun. 29, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
In the ordinary course of business, the Company is party to various legal proceedings and claims. Although the outcome of such items cannot be determined with certainty, the Company’s management does not believe that the outcome of all pending legal proceedings in the aggregate will have a material adverse effect on its cash flow, results of operations or financial position.
Please refer to the Contractual Obligations and Commercial Commitments disclosure within the Liquidity section of the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019 for a detailed disclosure of other commitments and contractual obligations as of March 30, 2019.
v3.19.2
Fair Value Measurements
3 Months Ended
Jun. 29, 2019
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date.
Level 2 – Valuations based on quoted inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

At June 29, 2019 and March 30, 2019, the fair values of the Company’s forward foreign currency exchange contracts and net investment hedges were determined using broker quotations, which were calculations derived from observable market information: the applicable currency rates at the balance sheet date and those forward rates particular to the contract at inception. The Company makes no adjustments to these broker obtained quotes or prices, but assesses the credit risk of the counterparty and would adjust the provided valuations for counterparty credit risk when appropriate. The fair values of the forward contracts are included in prepaid expenses and other current assets, and in accrued expenses and other current liabilities in the consolidated balance sheets, depending on whether they represent assets or liabilities to the Company. The fair values of net investment hedges are included in other assets, as detailed in Note 14.
All contracts are measured and recorded at fair value on a recurring basis and are categorized in Level 2 of the fair value hierarchy, as shown in the following table (in millions):
 
Fair value at June 29, 2019 using:
 
Fair value at March 30, 2019 using:
 
Quoted prices in
active markets for
identical assets
(Level 1)
 
Significant
other observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Quoted prices in
active markets for
identical assets
(Level 1)
 
Significant
other observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
Forward foreign currency exchange contracts
$

 
$
2

 
$

 
$

 
$
5

 
$

Net investment hedges

 
12

 

 

 
37

 

Other undesignated derivative contracts

 
1

 

 

 

 

Total derivative assets
$

 
$
15

 
$

 
$

 
$
42

 
$

 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities:
 
 
 
 
 
 
 
 
 
 
 
Net investment hedges
$

 
$
24

 
$

 
$

 
$

 
$

Other undesignated derivative contracts

 
4

 

 

 
5

 

Total derivative liabilities
$

 
$
28

 
$

 
$

 
$
5

 
$


The Company’s long-term debt obligations are recorded in its consolidated balance sheets at carrying values, which may differ from the related fair values. The fair value of the Company’s long-term debt is estimated using external pricing data, including any available quoted market prices and based on other debt instruments with similar characteristics. Borrowings under revolving credit agreements, if outstanding, are recorded at carrying value, which approximates fair value due to the short-term nature of such borrowings. See Note 11 for detailed information relating to carrying values of the Company’s outstanding debt. The following table summarizes the carrying values and estimated fair values of the Company’s short- and long-term debt, based on Level 2 measurements (in millions):
 
June 29, 2019
 
March 30, 2019
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
4.000% Senior Notes
$
445

 
$
456

 
$
445

 
$
438

Term Loan
$
1,551

 
$
1,563

 
$
1,570

 
$
1,574

Revolving Credit Facilities
$
434

 
$
434

 
$
550

 
$
550


The Company’s cash and cash equivalents, accounts receivable and accounts payable, are recorded at carrying value, which approximates fair value.
Non-Financial Assets and Liabilities
The Company’s non-financial assets include goodwill, intangible assets and property and equipment. Such assets are reported at their carrying values and are not subject to recurring fair value measurements. The Company’s goodwill and its indefinite-lived intangible assets (Versace and Jimmy Choo brands) are assessed for impairment at least annually during the fourth quarter of each fiscal year, while its other long-lived assets, including operating lease right-of-use assets, fixed assets and definite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The fair values of these assets were determined based on Level 3 measurements using the Company’s best estimates of the amount and timing of future discounted cash flows, based on historical experience, market conditions, current trends and performance expectations.
The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that carrying amounts of such assets may not be recoverable. This assessment is performed for each long-lived asset group that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The grouping of assets requires a significant amount of judgment. The Company historically grouped certain premier store locations, primarily Michael Kors premier stores, with other Michael Kors stores within the immediate geographic area surrounding the premier store as the Company believed the assets of the store group benefited from the Company’s investments in the premier store.  Due to the Company’s recent significant expansion in luxury retail, as well as its continued growth in its global digital business, the Company reassessed its methodology for evaluating impairment of long-lived assets, including the determination of asset groupings. The Company’s luxury retail business generally operates only premier, more luxurious, retail store locations with consistent investments across its individual stores. As a result, during the quarter ended June 29, 2019, the Company determined that asset groups at an individual store level represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As a result of this determination, the Company identified impairment indicators at certain premier retail store locations and recorded lease right of use assets and fixed assets impairment charges of $68 million and $11 million, respectively, during the three months ended June 29, 2019, which are included in the impairment charges, detailed in the table below (in millions):
 
Three Months Ended
June 29, 2019
 
Carrying Value Prior to Impairment
 
Fair Value
 
Impairment Charge
Operating Lease Right-of-Use Assets
$
132

 
$
53

 
$
79

Fixed Assets
$
20

 
$
7

 
$
13

Key Money
8

 
3

 
5

Total
$
160

 
$
63

 
$
97


 
Three Months Ended
June 30, 2018
 
Carrying Value Prior to Impairment
 
Fair Value
 
Impairment Charge
Fixed Assets
$
5

 
$
2

 
$
3

Lease Rights
2

 
1

 
1

Total
$
7

 
$
3

 
$
4


In addition to the impairment charges above, the Company recorded an adjustment to reduce its opening balance of retained earnings by $152 million, net of tax, reflecting impairments of right-of-use assets for certain underperforming real estate locations for which the carrying value of the opening right-of-use asset exceeded its related fair value. Fixed assets related to these underperforming locations were fully impaired to the adoption of ASU 2016-02. See Note 2 and Note 4 for additional information.
v3.19.2
Derivative Financial Instruments
3 Months Ended
Jun. 29, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments Derivative Financial Instruments
Forward Foreign Currency Exchange Contracts
The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain of its transactions. The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to certain forecasted inventory purchases by using forward foreign currency exchange contracts. The Company only enters into derivative instruments with highly credit-rated counterparties. The Company does not enter into derivative contracts for trading or speculative purposes.
Net Investment Hedges
As of June 29, 2019, the Company had multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $3.190 billion to hedge its net investment in Euro-denominated subsidiaries and $44 million to hedge its net investment in Japanese Yen-denominated subsidiaries against future volatility in the exchange rates between U.S. Dollar and these currencies. Under the terms of these contracts, which have maturity dates between January 2022 and June 2026, the Company will exchange the semi-annual fixed rate payments on U.S denominated debt for fixed rate payments of 0% to 1.674% in Euros and 0.89% in Japanese Yen. These contracts have been designated as net investment hedges.
When a cross-currency swap is used as a hedging instrument in a net investment hedge assessed under the spot method, the cross-currency basis spread is excluded from the assessment of hedge effectiveness and is recognized as a reduction in interest expense in the Company’s consolidated statements of operations and comprehensive income. Accordingly, the Company recorded a reduction in interest expense of $15 million and $1 million, respectively, during the three months ended June 29, 2019 and June 30, 2018.
The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis in the consolidated balance sheets as of June 29, 2019 and March 30, 2019 (in millions):
 
 
 
 
 
Fair Values
 
 
Notional Amounts
 
Assets
 
Liabilities
 
 
June 29,
2019
 
March 30,
2019
 
June 29,
2019
 
March 30,
2019
 
June 29,
2019
 
March 30,
2019
 
Designated forward foreign currency exchange contracts
$
156

 
$
166

 
$
2

(1) 
$
5

(1) 
$

 
$

 
Designated net investment hedge
3,234

 
2,234

 
12

(2) 
37

(2) 
24

(3) 

 
Total designated hedges
$
3,390

 
$
2,400

 
$
14

 
$
42

 
$
24

 
$

 
Undesignated derivative contracts (5)
191

 
199

 
1

(1) 

 
4

(4) 
5

(4) 
Total
$
3,581

 
$
2,599

 
$
15

 
$
42

 
$
28

 
$
5

 
 
 
 
 
 
(1) 
Recorded within prepaid expenses and other current assets in the Company’s consolidated balance sheets.
(2) 
Recorded within other assets in the Company’s consolidated balance sheets.
(3)
Recorded within other long-term liabilities in the Company’s consolidated balance sheets.
(4) 
Recorded within accrued expenses and other current liabilities in the Company’s consolidated balance sheets.
(5) 
Primarily includes undesignated hedges of foreign currency denominated intercompany balances and inventory purchases.
The Company records and presents the fair values of all of its derivative assets and liabilities in its consolidated balance sheets on a gross basis, as shown in the above table. However, if the Company were to offset and record the asset and liability balances for its derivative instruments on a net basis in accordance with the terms of its master netting arrangements, which provide for the right to setoff amounts for similar transactions denominated in the same currencies, the resulting impact as of June 29, 2019 and March 30, 2019 would be as follows (in millions):
 
Forward Currency Exchange Contracts
 
Net Investment
Hedges
 
June 29,
2019
 
March 30,
2019
 
June 29,
2019
 
March 30,
2019
Assets subject to master netting arrangements
$
3

 
$
5

 
$
12

 
$
37

Liabilities subject to master netting arrangements
$
4

 
$
5

 
$
24

 
$

Derivative assets, net
$
3

 
$
5

 
$
7

 
$
37

Derivative liabilities, net
$
4

 
$
5

 
$
19

 
$


The Company’s master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties.
Changes in the fair value of the Company’s forward foreign currency exchange contracts that are designated as accounting hedges are recorded in equity as a component of accumulated other comprehensive income (loss), and are reclassified from accumulated other comprehensive income (loss) into earnings when the items underlying the hedged transactions are recognized into earnings, as a component of cost of sales within the Company’s consolidated statements of operations and comprehensive income (loss). The net gain or loss on net investment hedges are reported within foreign currency translation gains and losses (“CTA”) as a component of accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets. Upon discontinuation of the hedge, such amounts remain in CTA until the related investment is sold or liquidated.
The following table summarizes the pre-tax impact of the gains and losses on the Company’s designated forward foreign currency exchange contracts and net investment hedges (in millions):
 
Three Months Ended
 
June 29, 2019
 
June 30, 2018
 
Pre-Tax Losses Recognized in OCI
 
Pre-Tax Gains Recognized in OCI
Designated forward foreign currency exchange contracts
$

 
$
9

Designated net investment hedges
$
(25
)
 
$
5

The following tables summarize the impact of the gains and losses within the consolidated statements of operations and comprehensive income related to the designated forward foreign currency exchange contracts for the three months ended June 29, 2019 and June 30, 2018 (in millions):
 
Three Months Ended
 
Pre-Tax (Gain) Loss Reclassified from
Accumulated OCI
 
Location of (Gain) Loss recognized
 
Total Cost of Sales
 
June 29, 2019
 
June 30, 2018
 
 
June 29, 2019
 
June 30, 2018
Designated forward currency exchange contracts
$
(3
)
 
$
5

 
Cost of Sales
 
$
512

 
$
452


The Company expects that substantially all of the amounts currently recorded in accumulated other comprehensive income (loss) for its forward foreign currency exchange contracts will be reclassified into earnings during the next 12 months, based upon the timing of inventory purchases and turnover.
Undesignated Hedges
During the three months ended June 29, 2019 and June 30, 2018, the net impact of changes in the fair value of undesignated forward foreign currency exchange contracts recognized within foreign currency loss (gain) in the Company’s consolidated statement of operations and comprehensive income was not material.
v3.19.2
Shareholders' Equity
3 Months Ended
Jun. 29, 2019
Equity [Abstract]  
Shareholders' Equity Shareholders’ Equity
Share Repurchase Program
During the three months ended June 30, 2018, the Company repurchased 1,659,941 shares at a cost of $100 million under its $1.0 billion through open market transactions under its share-repurchase program, which expired on May 25, 2019.
The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain executive officers and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards. During the three month periods ended June 29, 2019 and June 30, 2018, the Company withheld 58,304 shares and 88,325 shares, respectively, with a fair value of $2 million and $6 million, respectively, in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share awards.
On August 1, 2019, the Company's Board of Directors authorized a new $500 million share repurchase program, which which expires August 1, 2021. Share repurchases maybe made in open market or privately negotiated transactions, subject to market conditions, applicable legal requirements, trading under the Company’s insider trading policy and other relevant factors. The program may be suspended or discontinued at any time.
Accumulated Other Comprehensive Income (Loss)
The following table details changes in the components of accumulated other comprehensive income (loss) (“AOCI”), net of taxes for the three months ended June 29, 2019 and June 30, 2018, respectively (in millions):
 
Foreign
Currency
Translation
Gains (Losses)
(1)
 
Net (Losses) Gains on
Derivatives
(2)
 
Other Comprehensive Income (Loss) Attributable to Capri
Balance at March 31, 2018
$
61

 
$
(10
)
 
$
51

Other comprehensive (loss) income before reclassifications
(103
)
 
8

 
(95
)
Less: amounts reclassified from AOCI to earnings 

 
(4
)
 
(4
)
Other comprehensive (loss) income, net of tax
(103
)
 
12

 
(91
)
Balance at June 30, 2018
$
(42
)
 
$
2

 
$
(40
)
 
 
 
 
 
 
Balance at March 30, 2019
$
(73
)
 
$
7

 
$
(66
)
Other comprehensive (loss) income before reclassifications
(25
)
 

 
(25
)
Less: amounts reclassified from AOCI to earnings

 
2

 
2

Other comprehensive (loss) income, net of tax
(25
)
 
(2
)
 
(27
)
Balance at June 29, 2019
$
(98
)
 
$
5

 
$
(93
)
 
 
 
 
 
(1) 
Foreign currency translation gains and losses for the three months ended June 29, 2019 and June 30, 2018 include net gains of $3 million and net gains of $5 million, respectively, on intra-entity transactions that are of a long-term investment nature. Foreign currency translation losses for the three months ended June 29, 2019 include a $28 million translation gain relating to the Versace business and a $21 million loss, net of taxes of $4 million relating to the Company’s net investment hedges. Foreign currency translation losses for the three months ended June 30, 2018 include a $4 million gain relating to the Company’s net investment hedges.
(2) 
Reclassified amounts relate to the Company’s forward foreign currency exchange contracts for inventory purchases and are recorded within cost of goods sold in the Company’s consolidated statements of operations and comprehensive income. All tax effects were not material for the periods presented.
v3.19.2
Share-Based Compensation
3 Months Ended
Jun. 29, 2019
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
The Company issues equity grants to certain employees and directors of the Company at the discretion of the Company’s Compensation and Talent Committee. The Company has two equity plans, one stock option plan adopted in Fiscal 2008 (as amended and restated, the “2008 Plan”), and the Omnibus Incentive Plan adopted in the third fiscal quarter of Fiscal 2012 and amended and restated with shareholder approval in May 2015 (the “Incentive Plan”). The 2008 Plan only provided for grants of share options and was authorized to issue up to 23,980,823 ordinary shares. As of June 29, 2019, there were no shares available to grant equity awards under the 2008 Plan. The Incentive Plan allows for grants of share options, restricted shares and RSUs, and other equity awards, and authorizes a total issuance of up to 15,246,000 ordinary shares. At June 29, 2019, there were 2,524,023 ordinary shares available for future grants of equity awards under the Incentive Plan. Option grants issued from the 2008 Plan generally expire ten years from the date of the grant, and those issued under the Incentive Plan generally expire seven years from the date of the grant.
The following table summarizes the Company’s share-based compensation activity during the three months ended June 29, 2019:
 
Options
 
Service-Based RSUs
 
Performance-Based RSUs
Outstanding/Unvested at March 30, 2019
2,131,259

 
3,839,862

 
737,074

Granted

 
1,820,790

 
169,817