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Form 8-K Michael Kors Holdings For: Feb 05

February 5, 2015 7:31 AM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February�5, 2015

MICHAEL KORS HOLDINGS LIMITED

(Exact name of Registrant as Specified in its Charter)

001-35368

(Commission

File Number)

British Virgin Islands N/A
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification No.)

33 Kingsway

London, United Kingdom

WC2B 6UF

(Address of Principal Executive Offices)

44 79 6437 8613

(Registrant�s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM�2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February�5, 2015, Michael Kors Holdings Limited (the �Company� or �Michael Kors�) issued a press release containing its unaudited financial results for its third fiscal quarter ended December�27, 2014. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM�9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
No.

��
99.1 �� Press release issued by Michael Kors Holdings Limited, dated February 5, 2015.

The attached Exhibit is furnished to comply with Item�2.02 and Item�9.01 of Form 8-K. The attached Exhibit is not to be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, nor shall the attached Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 (except as shall be expressly set forth by specific reference in such filing).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MICHAEL KORS HOLDINGS LIMITED
Date: February�5, 2015 By:

/s/ Joseph B. Parsons

Name: Joseph B. Parsons
Title: Executive Vice President, Chief Financial Officer, Chief Operating Officer & Treasurer

Exhibit 99.1

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Michael Kors Holdings Limited Announces Third Quarter Fiscal 2015 Results

Third Quarter Total Revenue Increased 29.9%; Comparable Store Sales Increased 8.6%

Third Quarter Reported Diluted EPS increased 33.3% to $1.48

London � February�5, 2015 � Michael Kors Holdings Limited (NYSE: KORS) (the �Company�), a global luxury lifestyle brand, today announced its financial results for the third quarter ended December�27, 2014.

For the third quarter ended December�27, 2014:

Total revenue increased 29.9% to $1.3 billion from $1.0 billion in the third quarter of fiscal 2014. On a constant currency basis, total revenue increased 32.6%.

Retail net sales increased 37.0% to $689.4 million driven by 114 net new store openings since the end of the third quarter of fiscal 2014, e-commerce sales from the recently launched U.S. e-commerce site and an 8.6% increase in comparable store sales. On a constant currency basis, retail net sales grew 40.5%, and comparable store sales increased 10.9%. Wholesale net sales increased 24.4% to $573.8 million and on a constant currency basis, wholesale net sales grew 26.4%. Licensing revenue increased 8.6% to $51.5 million.

Revenue in North America increased 22.6% to $1.1 billion, with a 6.0% increase in comparable store sales. On a constant currency basis, revenue in North America grew 23.1%, with a 6.8% increase in comparable store sales. European revenue grew 72.1% to $241.4 million, with comparable store sales increasing 21.2%. On a constant currency basis, revenue in Europe grew 86.3%, with a 29.9% increase in comparable store sales. Revenue in Japan increased 72.1% to $16.0 million, with comparable store sales growth of 35.4%. On a constant currency basis, revenue in Japan grew 96.3%, with a 54.4% increase in comparable store sales.

Gross profit increased 29.2% to $800.1 million, and as a percentage of total revenue was 60.9% compared to 61.2% in the third quarter of fiscal 2014.

Income from operations was $418.5 million, or 31.8% as a percentage of total revenue, as compared to $343.2 million, or 33.9% as a percentage of total revenue, for the third quarter of fiscal 2014.

Net income was $303.7 million, or $1.48 per diluted share, based on a 27.2% tax rate and 205.6�million weighted average diluted shares outstanding. Net income for the third quarter of fiscal 2014 was $229.6 million, or $1.11 per diluted share, based on a 33.1% tax rate and 206.1�million weighted average diluted shares outstanding.

At December�27, 2014, the Company operated 509 retail stores, including concessions, compared to 395 retail stores, including concessions, at the end of the same prior-year period. The Company had 194 additional retail stores, including concessions, operated through licensing partners. Including licensed locations, there were 703 Michael Kors stores worldwide at the end of the third quarter of fiscal 2015.

John D. Idol, the Company�s Chairman and Chief Executive Officer, said, �Our third quarter marked the 13th consecutive period of growth in revenue, comparable store sales and earnings, since our initial public offering. We had a strong holiday season, with comparable stores sales performance led by double digit growth in our accessories category, both in our retail and wholesale channels. We also saw continued momentum across our operating segments and geographies driven by our compelling fashion product offering and jet-set luxury experience that resonated well with customers. In addition, we continued to advance on our multiple growth strategies and in particular, we saw exceptional


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performance from our recently launched Company-owned U.S. e-commerce site, which exceeded our expectations.�E-commerce sales increased 73% in the quarter, as compared to sales at the previous outsourced site. Had we included e-commerce in our comparable store base, North America comparable store sales results would have been 380 basis points higher, which we believe is a more accurate reflection of our performance.�It is clear that Michael Kors remains a leader within the global fashion luxury market and our brand continues to resonate with consumers around the world.�Overall, we see continued momentum in our business, remain confident in our long-term potential and are committed to enhancing value for our shareholders.�

For the first nine months ended December�27, 2014:

Total revenue for the first nine months increased 37.5% to $3.3 billion from $2.4 billion in the same period of fiscal 2014. On a constant currency basis, total revenue increased 38.6%.

Retail net sales increased 40.6% to $1.7 billion. Comparable store sales increased 15.4%. On a constant currency basis, retail net sales grew 42.1%, and comparable store sales increased 16.2%. Wholesale net sales increased 35.4% to $1.5 billion and on a constant currency basis, wholesale net sales grew 36.1%. Licensing revenue increased 24.4% to $130.6 million.

Gross profit for the first nine months increased 37.5% to $2.0 billion, and as a percentage of total revenue was 61.3%, flat as compared to the same period of fiscal 2014.

Income from operations for the first nine months was $1.0 billion and as a percentage of total revenue was 30.4%. For the same period of fiscal 2014, income from operations was $762.3 million, or 31.8% as a percentage of total revenue.

Net income for the first nine months was $698.4 million, or $3.38 per diluted share, based on 206.8�million weighted average diluted shares outstanding. Net income for the same period of fiscal 2014 was $500.4 million, or $2.44 per diluted share, based on 205.2�million weighted average diluted shares outstanding.

Share Repurchase Program

During the quarter, the Company repurchased 5,068,813 shares of the Company�s ordinary shares for approximately $399.9 million.

Joseph B. Parsons, Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer, stated, �We are pleased to have repurchased approximately 5.1�million shares this quarter. This action demonstrates the Board and management�s confidence in our ability to generate strong free cash flow and to achieve our long term growth objectives.�

Outlook

For the fourth quarter of fiscal 2015, the Company expects total revenue to be in the range of $1.05 billion to $1.08 billion. This assumes a comparable store sales increase of mid-single digits on a reported basis and an increase of high single digits on a constant currency basis. Diluted earnings per share are expected to be in the range of $0.89 to $0.92 for the fourth quarter of fiscal 2015. This assumes 203.0�million weighted average diluted shares outstanding and a tax rate of approximately 30.0%.

For fiscal 2015, the Company now expects total revenue to be approximately $4.4 billion. This assumes a comparable store sales increase of low double digits on a reported basis, and an increase of low to mid-teens on a constant currency basis. Diluted earnings per share are now expected to be in the range of $4.27 to $4.30 for fiscal 2015. This assumes 205.8�million weighted average diluted shares outstanding and a tax rate of approximately 30.0%.


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Conference Call Information

A conference call to discuss third quarter results is scheduled for today, February�5, 2015 at 8:00 a.m. ET. A replay of the call will be available today at 11:00 a.m. ET; to access the replay, dial 1-877-870-5176 for domestic callers or dial 1-858-384-5517 for international callers and enter access code 2052118. The conference call will also be webcast live in the investor relations section of www.michaelkors.com. The webcast will be accessible on the website for approximately 90 days after the call.

About Michael Kors

Michael Kors is a world-renowned, award-winning designer of luxury accessories and ready to wear. His namesake company, established in 1981, currently produces a range of products through his Michael Kors and MICHAEL Michael Kors labels, including accessories, footwear, watches, jewelry, men�s and women�s ready to wear, and a full line of fragrance products. Michael Kors stores are operated, either directly or through licensing partners, in some of the most prestigious cities in the world, including New York, Beverly Hills, Chicago, London, Milan, Paris, Munich, Istanbul, Dubai, Seoul, Tokyo and Hong Kong.

Forward Looking Statements

This press release contains forward-looking statements. You should not place undue reliance on such statements because they are subject to numerous uncertainties and factors relating to the Company�s operations and business environment, all of which are difficult to predict and many of which are beyond the Company�s control. Forward-looking statements include information concerning the Company�s possible or assumed future results of operations, including descriptions of its business strategy. These statements often include words such as �may,� �will,� �should,� �believe,� �expect,� �seek,� �anticipate,� �intend,� �plan,� �estimate� or similar expressions. The forward-looking statements contained in this press release are based on assumptions that the Company has made in light of management�s experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that it believes are appropriate under the circumstances. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual financial results or results of operations and could cause actual results to differ materially from those in these forward-looking statements. These factors are more fully discussed in the �Risk Factors� section and elsewhere in the Company�s Annual Report on Form 10-K for the fiscal year ended March�29, 2014 (File No.�001-35368), filed on May�28, 2014 with the U.S. Securities and Exchange Commission.

CONTACTS:

Investor Relations:

Michael Kors Holdings Limited

Krystyna Lack - VP, Treasurer

201-691-6133

[email protected]

Or

ICR, Inc.

Jean Fontana

203-682-1214

[email protected]


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Media:

ICR, Inc.

Alecia Pulman

646-277-1231

[email protected]


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SCHEDULE 1

MICHAEL KORS HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except share and per share data)

(Unaudited)

�� Three�Months Ended Nine�Months Ended
�� December�27,
2014
December�28,
2013
December�27,
2014
December�28,
2013

Net sales

�� $ 1,263,226 �� $ 964,787 �� $ 3,159,932 �� $ 2,288,479 ��

Licensing revenue

�� 51,500 47,442 130,553 104,912
��

Total revenue

�� 1,314,726 1,012,229 3,290,485 2,393,391

Cost of goods sold

�� 514,583 392,731 1,273,682 926,747
��

Gross profit

�� 800,143 619,498 2,016,803 1,466,644

Total operating expenses

�� 381,666 276,258 1,015,997 704,382
��

Income from operations

�� 418,477 343,240 1,000,806 762,262

Other expense (income)

�� 150 ��� (1,396 )� ���

Interest expense, net

�� 116 109 147 409

Foreign currency loss

�� 1,201 3 4,946 279
��

Income before provision for income taxes

�� 417,010 343,128 997,109 761,574

Provision for income taxes

�� 113,335 113,485 298,728 261,127
��

Net income

�� $ 303,675 �� $ 229,643 �� $ 698,381 �� $ 500,447 ��
��

Weighted average ordinary shares outstanding:

��

Basic

�� 202,668,541 �� 203,175,380 �� 203,627,688 �� 202,314,813 ��

Diluted

�� 205,647,816 �� 206,088,062 �� 206,752,103 �� 205,192,959 ��

Net income per ordinary share:

��

Basic

�� $ 1.50 �� $ 1.13 �� $ 3.43 �� $ 2.47 ��

Diluted

�� $ 1.48 �� $ 1.11 �� $ 3.38 �� $ 2.44 ��

Statements of Comprehensive Income:

��

Net income

�� $ 303,675 �� $ 229,643 �� $ 698,381 �� $ 500,447 ��

Foreign currency translation adjustments

�� (22,220 )� (1,745 )� (46,824 )� 3,228

Net realized and unrealized gains (losses) on derivatives

�� 2,769 (496 )� 13,327 (3,709 )�
��

Comprehensive income

�� $ 284,224 �� $ 227,402 �� $ 664,884 �� $ 499,966 ��
��


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SCHEDULE 2

MICHAEL KORS HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

�� December�27,
2014
March�29,
2014
December�28,
2013

Assets

��

Current assets

��

Cash and cash equivalents

�� $ 949,846 �� $ 955,145 �� $ 828,341 ��

Receivables, net

�� 364,070 314,055 292,812

Inventories

�� 537,501 426,938 431,564

Deferred tax assets

�� 21,555 30,539 10,790

Prepaid expenses and other current assets

�� 110,347 50,492 36,722
��

Total current assets

�� 1,983,319 1,777,169 1,600,229

Property and equipment, net

�� 532,304 350,678 321,542

Intangible assets, net

�� 63,644 48,034 42,098

Goodwill

�� 14,005 14,005 14,005

Deferred tax assets

�� 3,740 3,662 9,633

Other assets

�� 33,576 23,425 19,456
��

Total assets

�� $ 2,630,588 �� $ 2,216,973 �� $ 2,006,963 ��
��

Liabilities and Shareholders� Equity

��

Current liabilities

��

Accounts payable

�� $ 175,197 �� $ 131,953 �� $ 145,363 ��

Accrued payroll and payroll related expenses

�� 50,642 54,703 42,416

Accrued income taxes

�� 29,757 47,385 11,645

Accrued expenses and other current liabilities

�� 105,726 74,329 75,829
��

Total current liabilities

�� 361,322 308,370 275,253

Deferred rent

�� 94,926 76,785 72,293

Deferred tax liabilities

�� 145 5,887 20,014

Other long-term liabilities

�� 22,710 19,800 15,453
��

Total liabilities

�� 479,103 410,842 383,013

Commitments and contingencies

��

Shareholders� equity

��

Ordinary shares, no par value; 650,000,000 shares authorized, and 201,029,249 shares issued and outstanding at December 27, 2014, 204,291,345 shares issued and outstanding at March 29, 2014, and 203,882,679 shares issued and outstanding at December 28, 2013

�� ��� ��� ���

Treasury shares, at cost (5,139,365 shares at December 27, 2014, 29,765 at March 29, 2014, and 29,765 at December 28, 2013)

�� (405,702 )� (2,447 )� (2,447 )�

Additional paid-in capital

�� 610,938 527,213 503,639

Accumulated other comprehensive loss

�� (39,870 )� (6,373 )� (3,942 )�

Retained earnings

�� 1,986,119 1,287,738 1,126,700
��

Total shareholders� equity

�� 2,151,485 1,806,131 1,623,950
��

Total liabilities and shareholders� equity

�� $ 2,630,588 �� $ 2,216,973 �� $ 2,006,963 ��
��


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SCHEDULE 3

MICHAEL KORS HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED SEGMENT DATA

(In thousands)

(Unaudited)

�� Three�Months Ended Nine�Months Ended
�� December�27,
2014
December�28,
2013
December�27,
2014
December�28,
2013

Revenue�by�Segment�and�Region:

��

Retail net�sales:

North�America

�� $ 551,840 �� $ 423,724 �� $ 1,296,398 $ 993,462 ��

Europe

�� 121,518 70,340 321,558 166,044

Japan

�� 16,030 9,316 47,253 25,119
��

Total�Retail�Net�Sales

�� 689,388 503,380 1,665,209 1,184,625

Wholesale�net�sales:

North�America

�� 476,239 397,599 1,203,960 940,222

Europe

�� 97,599 63,808 290,763 163,632
��

Total�Wholesale�Net�Sales

�� 573,838 461,407 1,494,723 1,103,854

Licensing�revenue:

North�America

�� 29,202 41,296 78,038 98,766

Europe

�� 22,298 6,146 52,515 6,146
��

Total�Licensing�Revenue

�� 51,500 47,442 130,553 104,912
��

Total�Revenue

�� $ 1,314,726 �� $ 1,012,229 �� $ 3,290,485 �� $ 2,393,391 ��
��

Income�from�Operations:

��

Retail

�� $ 214,928 �� $ 171,281 �� $ 484,951 �� $ 377,528 ��

Wholesale

�� 170,487 140,685 444,811 320,262

Licensing

�� 33,062 31,274 71,044 64,472
��

Total�Income�from�Operations

�� $ 418,477 �� $ 343,240 �� $ 1,000,806 �� $ 762,262 ��
��

Operating�Margin:

��

Retail

�� 31.2 %� 34.0 %� 29.1 %� 31.9 %�

Wholesale

�� 29.7 %� 30.5 %� 29.8 %� 29.0 %�

Licensing

�� 64.2 %� 65.9 %� 54.4 %� 61.5 %�

Total�Operating�Margin

�� 31.8 %� 33.9 %� 30.4 %� 31.8 %�

�� As of
�� December�27,�2014 �� December�28,�2013
Store�Count�and�Square�Footage�by�Region: �� Store�Count �� Square�Footage �� Store�Count �� Square�Footage

North�America

�� 337 �� �� 941,115 �� �� 284 �� �� 725,034 ��

Europe

�� 125 �� �� 300,429 �� �� 76 �� �� 150,162 ��

Japan

�� 47 �� �� 60,125 �� �� 35 �� �� 42,785 ��
��

��

��

��

Total

�� 509 �� �� 1,301,669 �� �� 395 �� �� 917,981 ��
��

��

��

��


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SCHEDULE 4

MICHAEL KORS HOLDINGS LIMITED AND SUBSIDIARIES

CONSTANT CURRENCY DATA

(In thousands)

(Unaudited)

Segment�Data

�� Three�Months Ended �� %�Change
�� December�27,
2014
�� December�28,
2013
�� As
Reported
Constant
Currency

Retail net�sales

�� $ 689,388 �� �� $ 503,380 �� �� 37.0 %� 40.5 %�

Wholesale�net�sales

�� 573,838 �� 461,407 �� 24.4 %� 26.4 %�

Licensing�revenue

�� 51,500 �� 47,442 �� 8.6 %� 8.6 %�
��

��

��

Total revenue

�� $ 1,314,726 �� �� $ 1,012,229 �� �� 29.9 %� 32.6 %�
��

��

��

�� Nine�Months Ended �� %�Change
�� December�27,
2014
�� December�28,
2013
�� As
Reported
Constant
Currency

Retail net�sales

�� $ 1,665,209 �� �� $ 1,184,625 �� �� 40.6 %� 42.1 %�

Wholesale�net�sales

�� 1,494,723 �� 1,103,854 �� 35.4 %� 36.1 %�

Licensing�revenue

�� 130,553 �� 104,912 �� 24.4 %� 24.4 %�
��

��

��

Total revenue

�� $ 3,290,485 �� �� $ 2,393,391 �� �� 37.5 %� 38.6 %�
��

��

��

Comparable�Store�Sales�Data

�� Three�Months Ended Nine�Months Ended
�� December�27,
2014
December�28,
2013
December�27,
2014
December�28,
2013
�� As Reported Constant�Currency As Reported Constant�Currency

North�America

�� 6.0 %� 6.8 %� 11.1 %� 11.8 %�

Europe

�� 21.2 %� 29.9 %� 36.8 %� 36.5 %�

Japan

�� 35.4 %� 54.4 %� 45.3 %� 56.1 %�
��

Global

�� 8.6 %� 10.9 %� 15.4 %� 16.2 %�


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