Tapestry - 10-Q quarterly report FY

[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

[  ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-16153

________________________

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ü] Yes    [   ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ü] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes  [ü] No

On October 30, 2009, the Registrant had 318,928,322 outstanding shares of common stock, which is the Registrant’s only class of common stock.

This Form 10-Q contains certain “forward-looking statements,” based on current expectations, that involve risks and uncertainties that could cause our actual results to differ materially from our management’s current expectations.  These forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “estimate,” “are positioned to,” “continue,” “project,” “guidance,” “target,” “forecast,” “anticipated,” or comparable terms.  Future results will vary from historical results and historical growth is not indicative of future trends, which will depend upon a number of factors, including but not limited to: (i) the successful execution of our growth strategies; (ii) the effect of existing and new competition in the marketplace; (iii) our exposure to international risks, including currency fluctuations; (iv) changes in economic or political conditions in the markets where we sell or source our products; (v) our ability to successfully anticipate consumer preferences for accessories and fashion trends; (vi) our ability to control costs; (vii) the effect of seasonal and quarterly fluctuations in our sales on our operating results; (viii) our ability to protect against infringement of our trademarks and other proprietary rights; and such other risk factors as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2009.  Coach, Inc. assumes no obligation to update or revise any such forward-looking statements, which speak only as of their date, even if experience, future events or changes make it clear that any projected financial or operating results will not be realized.

Coach’s quarterly financial results and other important information are available by calling the Investor Relations Department at (212) 629-2618.

Coach maintains a website at www.coach.comwhere investors and other interested parties may obtain, free of charge, press releases and other information as well as gain access to our periodic filings with the SEC.

The accompanying unaudited condensed consolidated financial statements include the accounts of Coach, Inc. (“Coach” or the “Company”) and all 100% owned subsidiaries.  These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from this report as is permitted by SEC rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading.  This report should be read in conjunction with the audited consolidated financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended June 27, 2009 (“fiscal 2009”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the consolidated financial condition, results of operations and changes in cash flows of the Company for the interim periods presented.  The results of operations for the quarter ended September 26, 2009 are not necessarily indicative of results to be expected for the entire fiscal year, which will end on July 3, 2010 (“fiscal 2010”).

Activity for the quarters ended September 26, 2009 and September 27, 2008 in the accounts of Stockholders’ Equity is summarized below:

The components of accumulated other comprehensive (loss) income, as of the dates indicated, are as follows:

 

 

Basic net income per share was calculated by dividing net income by the weighted-average number of shares outstanding during the period.  Diluted net income per share was calculated similarly but includes potential dilution from the exercise of stock options and share awards.

At September 26, 2009, options to purchase 22,157 shares of common stock were outstanding but not included in the computation of diluted earnings per share, as these options’ exercise prices, ranging from $28.80 to $51.56, were greater than the average market price of the common shares.

At September 27, 2008, options to purchase 19,643 shares of common stock were outstanding but not included in the computation of diluted earnings per share, as these options’ exercise prices, ranging from $28.36 to $51.56, were greater than the average market price of the common shares.

The following table shows the total compensation cost charged against income for share-based compensation plans and the related tax benefits recognized in the income statement:

 

A summary of option activity under the Coach option plans as of September 26, 2009 and changes during the period then ended is as follows:

 

At September 26, 2009, $75,588 of total unrecognized compensation cost related to non-vested stock option awards is expected to be recognized over a weighted-average period of 1.2 years.

The weighted-average grant-date fair value of individual options granted during the first quarter of fiscal 2010 and fiscal 2009 was $9.56 and $8.39, respectively.  The total intrinsic value of options exercised during the first quarter of fiscal 2010 and fiscal 2009 was $4,183 and $6,628, respectively.  The total cash received from these option exercises was $4,622 and $5,479, respectively, and the actual tax benefit realized from these option exercises was $1,639 and $2,620, respectively.

 

The grant-date fair value of each Coach shareunit award is equal tothe fair value of Coach stock at the grant date.  The following table summarizes information about non-vested share units as of and for the period ended September 26, 2009:

At September 26, 2009, $78,596 of total unrecognized compensation cost related to non-vested share awards is expected to be recognized over a weighted-average period of 1.3 years.

The weighted-average grant-date fair value of share awards granted during the first quarter of fiscal 2010 and fiscal 2009 was $29.31 and $26.27, respectively.  The total fair value of shares vested during the first quarter of fiscal 2010 and fiscal 2009 was $16,175 and $13,742, respectively.

The Company adopted the provisions of the Accounting Standards Codification (“ASC”) 820-10, “Fair Value Measurements and Disclosures,” related to financial assets and liabilities in the first quarter of fiscal 2009.  During the first quarter of fiscal 2010, the Company adopted the provisions of the standard related to non-financial assets and liabilities measured at fair value on a non-recurring basis with no material impact on our consolidated financial statements.  In accordance with ASC 820-10, the Company categorized its assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.  The three levels of the hierarchy are defined as follows:

 

The following table shows the fair value measurements of the Company’s assets and liabilities at September 26, 2009 and September 27, 2008:

 

At September 26, 2009, the Company had letters of credit outstanding totaling$107,502.  The letters of credit, which expire at various dates through 2012, primarily collateralize the Company’s obligation to third parties for the purchase of inventory.

In the ordinary course of business, Coach is a party to several pending legal proceedings and claims.  Although the outcome of such items cannot be determined with certainty, Coach’s General Counsel and management are of the opinion that the final outcome will not have a material effect on Coach’s financial position, results of operations or cash flows.

Substantially all purchases and sales involving international parties are denominated in U.S. dollars, which limits the Company’s exposure to foreign currency exchange rate fluctuations.  However, the Company is exposed to market risk from foreign currency exchange risk related to Coach Japan’s U.S. dollar-denominated inventory purchases and its $231,000 U.S. dollar-denominated fixed rate intercompany loan.  Coach uses derivative financial instruments to manage these risks.  These derivative transactions are in accordance with the Company’s risk management policies.  Coach does not enter into derivative transactions for speculative or trading purposes.

Coach Japan enters into certain foreign currency derivative contracts, primarily zero-cost collar options, to manage the exchange rate risk related to its inventory purchases.  As of September 26, 2009 and June 27, 2009, $66,560 and $32,041 of foreign currency forward contracts were outstanding.  These contracts have durations no greater than 12 months.  To manage the exchange rate risk related to its intercompany loan, Coach Japan entered into a cross currency swap transaction on July 1, 2005.  The terms of the cross currency swap transaction include an exchange of a U.S. dollar fixed interest rate for a yen fixed interest rate and an exchange of yen and U.S. dollar based principals when the loan matures in 2010.

The Company’s derivative instruments are designated as cash flow hedges.  The effective portion of gains or losses on the derivative instruments are reported as a component of other comprehensive income and reclassified into earnings in the same periods during which the hedged transaction affects earnings.  Gains and losses on the derivatives representing hedge ineffectiveness are recognized in current earnings and are included within net cash provided by operating activities.

For the first quarter of fiscal 2010 and fiscal 2009, the amounts above are net of tax of $(985) and $1,094, respectively.

 

During the quarters ended September 26, 2009 and September 27, 2008, there were no material gains or losses recognized in income due to hedge ineffectiveness.

The Company expects that $3,175 of net derivative losses included in accumulated other comprehensive income at September 26, 2009 will be reclassified into earnings within the next 12 months.  This amount will vary due to fluctuations in the yen exchange rate.

Hedging activity affected accumulated other comprehensive income, net of tax, as of the dates indicated:

 

The change in the carrying value of goodwill for the first quarter of fiscal 2010 ended September 26, 2009, by operating segment, is as follows:

The Company operates its business in two reportable segments: Direct-to-Consumer and Indirect.  The Company's reportable segments represent channels of distribution that offer similar merchandise and service and utilize similar marketing strategies.  Sales of Coach products through Company-operated stores in North America, Japan, Hong Kong, Macau and mainland China, the Internet and the Coach catalog constitute the Direct-to-Consumer segment.  The Indirect segment includes sales to wholesale customers in over 20 countries, including the United States, and royalties earned on licensed product.  In deciding how to allocate resources and assess performance, the Company's executive officers regularly evaluate the net sales and operating income of these segments.  Operating income is the gross margin of the segment less direct expenses of the segment.  Unallocated corporate expenses include production variances, general marketing, administration and information systems expenses, as well as distribution and consumer service expenses.

ASC 820-10, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  The Company adopted the provisions of the standard related to financial assets and liabilities in the first quarter of fiscal 2009.  During the first quarter of fiscal 2010, the Company adopted the provisions of the standard related to non-financial assets and liabilities measured at fair value on a non-recurring basis with no material impact on our consolidated financial statements.  In addition, the standard provides guidance on employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan.  This provision is effective for fiscal years ending after December 15, 2009.  The Company does not expect the application of this provision to have a material impact on the Company’s consolidated financial statements.  For further information about the fair value measurements of our financial assets and liabilities see note on Fair Value Measurements.

ASC 805-10, “Business Combinations,” requires an acquiring entity to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions.  ASC 805-10 changed the accounting treatment for certain specific acquisition-related items, including expensing acquisition-related costs as incurred, valuing noncontrolling interests (minority interests) at fair value at the acquisition date, and expensing restructuring costs associated with an acquired business.  ASC 805-10 also includes expanded disclosure requirements.  ASC 805-10 is applied prospectively to business combinations for which the acquisition date is on or after June 28, 2009.  The Company has not had a business combination since June 28, 2009.

ASC 105, “Generally Accepted Accounting Principles,” states that the FASB Accounting Standards Codification is the source of authoritative U.S. GAAP recognized by the FASB.  The GAAP hierarchy was modified to include only two levels of GAAP: authoritative and nonauthoritative.  This standard was effective for Coach’s financial statements beginning with the interim period ending September 26, 2009.  The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

The Company evaluated subsequent events through November 4, 2009, the date these financial statements were issued, for both conditions existing and not existing as of November 4, 2009 and concluded there were no subsequent events to recognize or disclose.

The following discussion of Coach’s financial condition and results of operations should be read together with Coach’s condensed consolidated financial statements and notes to those statements, included elsewhere in this document.  When used herein, the terms “Coach,” “Company,” “we,” “us” and “our” refer to Coach, Inc., including consolidated subsidiaries.  The fiscal year ending July 3, 2010 (“fiscal 2010”) will be a 53-week period.  The fiscal year ending July 2, 2011 (“fiscal 2011”) will be a 52-week period.

Coach is a leading American marketer of fine accessories and gifts for women and men.  Our product offerings include handbags, women’s and men’s accessories, footwear, jewelry, wearables, business cases, sunwear, travel bags, fragrance and watches.  Coach operates in two segments: Direct-to-Consumer and Indirect.  The Direct-to-Consumer segment includes sales to consumers through Company-operated stores in North America, Japan, Hong Kong and Macau, and mainland China, the Internet and the Coach catalog.  The Indirect segment includes sales to wholesale customers in over 20 countries, including the United States, and royalties earned on licensed product.  As Coach’s business model is based on multi-channel international distribution, our success does not depend solely on the performance of a single channel or geographic area.

In order to sustain growth within our global framework, we continue to focus on two key growth strategies: increased global distribution, with an emphasis on North America and China, and improved sales productivity.  To that end, we are focused on four key initiatives:

We believe the growth strategies outlined above will allow us to deliver long-term superior returns on our investments and drive increased cash flows from operating activities.  However, the current macroeconomic environment has created a very challenging retail market in which it is difficult to achieve productivity gains.  The Company believes long-term growth can still be achieved through a combination of expanded distribution, a focus on innovation to support productivity and disciplined expense control.  Our multi-channel distribution model is diversified and includes substantial international and factory businesses, which reduces our reliance upon our full-price U.S. business.  With an essentially debt-free balance sheet and significant cash position, we believe we are well positioned to manage through this economic downturn.

 

The key metrics of the first quarter of fiscal 2010 were:

The following table summarizes results of operations for the first quarter of fiscal 2010 compared to the first quarter of fiscal 2009:

 

 

Net sales by business segment in the first quarter of fiscal 2010 compared to the first quarter of fiscal 2009 were as follows:

Net sales increased 10.4% to $653.9 million during the first quarter of fiscal 2010 from $592.2 million during the same period in fiscal 2009, driven by sales from new and expanded stores, partially offset by a decline in comparable store sales.

In North America, net sales increased 7.9% as sales from new and expanded stores were partially offset by a 1.1% decline in comparable store sales.  Since the end of the first quarter of fiscal 2009, Coach opened 22 new retail stores and 13 new factory stores, and expanded four retail stores and 10 factory stores in North America.  In Japan, net sales increased 11.2% driven by an approximately $19.3 million or 14.1% positive impact from foreign currency exchange.  Since the end of the first quarter of fiscal 2009, Coach opened four new locations and expanded three locations in Japan.  Coach China results continued to be strong with double-digit growth in comparable store sales.  Since the end of the first quarter of fiscal 2009, Coach opened or acquired 23 net retail stores in Hong Kong, Macau and mainland China.

Net sales decreased 32.9% to $107.5 million in the first quarter of fiscal 2010 from $160.3 million during the same period of fiscal 2009.  The decrease was driven primarily by a 39.5% decrease in U.S. wholesale as the Company continued to reduce shipments into U.S. department stores in order to manage customer inventory levels due to a weaker sales environment.  International shipments also declined 24.3%, however, sales at retail rose slightly and we continue to experience a different behavior between international locations catering to the domestic shopper and to international tourists.  Licensing revenue of approximately $3.5 million and $4.3 million in the first quarter of fiscal 2010 and fiscal 2009, respectively, is included in Indirect sales.

Operating income decreased 4.4% to $223.2 million in the first quarter of fiscal 2010 as compared to $233.5 million in the first quarter of fiscal 2009.  Operating margin decreased to 29.3% as compared to 31.0% in the same period of the prior year, mainly due to a decline in gross margin partially offset by a decrease in selling, general, and administrative expenses as a percentage of net sales.

Gross profit decreased 1.4% to $550.2 million in the first quarter of fiscal 2010 from $558.2 million during the same period of fiscal 2009.  Gross margin was 72.3% in the first quarter of fiscal 2010 as compared to 74.2% during the same period of fiscal 2009.  The change in gross margin was driven primarily by planned promotional activities in Coach-operated North American factory stores and channel mix.

Selling, general and administrative expenses increased 0.7% to $326.9 million in the first quarter of fiscal 2010 as compared to $324.7 million in the first quarter of fiscal 2009.  As a percentage of net sales, selling, general and administrative expenses decreased to 42.9% during the first quarter of fiscal 2010 as compared to 43.1% during the first quarter of fiscal 2009, as we leveraged our expense base on higher sales.

Selling expenses were $232.9 million, or 30.6% of net sales, in the first quarter of fiscal 2010 compared to $232.3 million, or 30.8% of net sales, in the first quarter of fiscal 2009.  The dollar increase in selling expenses was primarily due to an increase in operating expenses for Coach China partially offset by savings in North American stores and Coach Japan expenses.  The decrease in Coach Japan operating expenses in constant currency of $9.6 million was partially offset by the impact of foreign currency exchange rates which increased reported expenses by approximately $7.9 million.  The decrease in North American store expenses was primarily attributable to operating efficiencies achieved since the end of the first quarter of fiscal 2009.

Advertising, marketing, and design costs were $34.6 million, or 4.5% of net sales, in the first quarter of fiscal 2010, compared to $41.5 million, or 5.5% of net sales, during the same period of fiscal 2009.  The decrease was primarily due to controlled sample making expenses partially offset by new design expenditures for the Reed Krakoff brand with expected introductions in fiscal year 2011.

Distribution and consumer service expenses were $11.3 million, or 1.5% of net sales, in the first quarter of fiscal 2010, compared to $12.8 million, or 1.7% of net sales, in the first quarter of fiscal 2009.  The decrease in expenses was primarily the result of fiscal 2009 cost savings initiatives and process improvements.

Administrative expenses were $48.1 million, or 6.3% of net sales, in the first quarter of fiscal 2010 compared to $38.1 million, or 5.1% of net sales, during the same period of fiscal 2009.  The increase in administrative expenses was primarily due to an increase in performance-based compensation and share-based compensation expense.

Net interest expense was $0.6 million in the first quarter of fiscal 2010 as compared to net interest income of $2.6 million in the first quarter of fiscal 2009.  The change is primarily due to a decrease in interest income, as a result of lower interest rates.

The effective tax rate was 36.75% in the first quarter of fiscal 2010 as compared to 38.25% in the first quarter of fiscal 2009.  The decrease in the effective tax rate is primarily attributable to the reorganization of the ownership of the Company’s business in Japan.

Net income from continuing operations was $140.8 million in the first quarter of fiscal 2010 as compared to $145.8 million in the first quarter of fiscal 2009.  This decrease was primarily due to a decline in operating income and interest income, partially offset by a lower provision for income taxes.

 

Net cash provided by operating activities was $240.5 million in the first quarter of fiscal 2010 compared to $76.5 million in the first quarter of fiscal 2009.  The increase of $164.0 million was primarily the result of working capital changes between the two periods.  The most significant of these working capital changes occurred in inventory, for which there was a cash use of $6.3 million in the current period compared to $78.4 million in the prior fiscal year period, due to more tightly managed inventory levels; trade accounts receivable, which provided cash of $5.2 million in the current period compared to a $51.0 million cash use in the prior fiscal year period, primarily due to timing of shipments and collections; and accrued liabilities, which provided cash of $69.6 million in the current period and $37.7 million in the prior fiscal year period, primarily due to lower bonus payouts in the current period.

Net cash used in investing activities was $20.0 million in the first quarter of fiscal 2010 compared to $66.9 million used by investing activities in the first quarter of fiscal 2009.  The $46.8 million decrease was attributable to lower purchases of property and equipment in the current period and the fiscal 2009 distributor acquisition and purchase of Coach’s corporate headquarters building.

Net cash used in financing activities was $32.4 million in the first quarter of fiscal 2010 as compared to $299.1 million in the first quarter of fiscal 2009.  The decrease of $266.6 million in net cash used was attributable to $300.4 million in funds expended in the first three months of fiscal 2009 for repurchases of common stock with no repurchases occurring in the current period.  This decrease was partially offset by the payment of the Company’s first quarterly dividend of $23.8 million and repayment of credit facilities of $7.5 million.

On July 26, 2007, the Company renewed its $100 million revolving credit facility with certain lenders and Bank of America, N.A. as the primary lender and administrative agent (the “Bank of America facility”), extending the facility expiration to July 26, 2012.  At Coach’s request, the Bank of America facility can be expanded to $200 million.  The facility can also be extended for two additional one-year periods, at Coach’s request.

Coach’s Bank of America facility is available for seasonal working capital requirements or general corporate purposes and may be prepaid without penalty or premium.  During the first quarter of fiscal 2010 and fiscal 2009, there were no borrowings under the Bank of America facility.  As of September 26, 2009 and June 27, 2009, there were no outstanding borrowings under the Bank of America facility.

Coach pays a commitment fee of 6 to 12.5 basis points on any unused amounts of the Bank of America facility and interest of LIBOR plus 20 to 55 basis points on any outstanding borrowings.  Both the commitment fee and the LIBOR margin are based on the Company’s fixed charge coverage ratio.  At September 26, 2009, the commitment fee was 8 basis points and the LIBOR margin was 35 basis points.

The Bank of America facility contains various covenants and customary events of default.  Coach has been in compliance with all covenants since the facility’s inception.

To provide funding for working capital and general corporate purposes, Coach Japan has available credit facilities with several Japanese financial institutions.  These facilities allow a maximum borrowing of 4.1 billion yen or approximately $45.6 million at September 26, 2009.  Interest is based on the Tokyo Interbank Rate plus a margin of 30 basis points.  During the first quarter of fiscal 2010 and fiscal 2009, the peak borrowings under these facilities were $0 and $2.9 million, respectively.  As of September 26, 2009 and June 27, 2009, there were no outstanding borrowings under these facilities.

To provide funding for working capital and general corporate purposes, Coach Shanghai Limited maintains a credit facility that allows a maximum borrowing of $10 million at September 26, 2009.  Coach Shanghai pays a commitment fee of 10 basis points on the daily unused amount if the daily unused amount exceeds 60% of the total facility.  Interest is based on the People's Bank of China rate plus 2%, per annum.  During the first quarter of fiscal 2010, the Company had no new borrowings under this credit facility.  At September 26, 2009 and June 27, 2009, the Company had $0 and $7.5 million outstanding borrowings under this facility.

The Company expects total capital expenditures for the fiscal year ending July 3, 2010 to be approximately $110 million.  Capital expenditures will be primarily for new stores in North America, Japan, Hong Kong, Macau and mainland China.  We will also continue to invest in corporate infrastructure and department store and distributor locations.  These investments will be financed primarily from on hand cash and operating cash flows.

Coach experiences significant seasonal variations in its working capital requirements.  During the first fiscal quarter Coach builds inventory for the holiday selling season, opens new retail stores and generates higher levels of trade receivables.  In the second fiscal quarter, working capital requirements are reduced substantially as Coach generates greater consumer sales and collects wholesale accounts receivable.  During the first quarter of fiscal 2010, Coach purchased approximately $223 million of inventory, which was funded by operating cash flow.

In April 2009, Coach’s Board of Directors voted to declare a cash dividend, at an expected annual rate of $0.30 per share.  The first quarterly payment, of $0.075 per share, was paid on June 29, 2009 to stockholders of record as of June 8, 2009.  The second quarterly payment, of $0.075 per share, was paid on September 28, 2009 to stockholders of record as of September 8, 2009.

 

Management believes that cash flow from continuing operations and on hand cash will provide adequate funds for the foreseeable working capital needs, planned capital expenditures, dividend payments and the common stock repurchase program.  Any future acquisitions, joint ventures or other similar transactions may require additional capital.  There can be no assurance that any such capital will be available to Coach on acceptable terms or at all.  Coach’s ability to fund its working capital needs, planned capital expenditures, dividend payments and scheduled debt payments, as well as to comply with all of the financial covenants under its debt agreements, depends on its future operating performance and cash flow, which in turn are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond Coach’s control.

Reference should be made to our most recent Annual Report on Form 10-K for additional information regarding liquidity and capital resources.

Because Coach products are frequently given as gifts, Coach has historically realized, and expects to continue to realize, higher sales and operating income in the second quarter of its fiscal year, which includes the holiday months of November and December.  In addition, fluctuations in sales and operating income in any fiscal quarter are affected by the timing of seasonal wholesale shipments and other events affecting retail sales.  Over the past several years, we have achieved higher levels of growth in the non-holiday quarters, which has reduced these seasonal fluctuations.

Our discussion of results of operations and financial condition relies on our consolidated financial statements that are prepared based on certain critical accounting policies that require management to make judgments and estimates that are subject to varying degrees of uncertainty.  We believe that investors need to be aware of these policies and how they impact our financial statements as a whole, as well as our related discussion and analysis presented herein.  While we believe that these accounting policies are based on sound measurement criteria, actual future events can and often do result in outcomes that can be materially different from these estimates or forecasts.  The accounting policies and related risks described in our Annual Report on Form 10-K for the year ended June 27, 2009 are those that depend most heavily on these judgments and estimates.  As of September 26, 2009, there have been no material changes to any of the critical accounting policies contained therein.

ASC 820-10, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  The Company adopted the provisions of the standard related to financial assets and liabilities in the first quarter of fiscal 2009.  During the first quarter of fiscal 2010, the Company adopted the provisions of the standard related to non-financial assets and liabilities measured at fair value on a non-recurring basis with no material impact on our consolidated financial statements.  In addition, the standard provides guidance on employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan.  This provision is effective for fiscal years ending after December 15, 2009.  The Company does not expect the application of this provision to have a material impact on the Company’s consolidated financial statements.  For further information about the fair value measurements of our financial assets and liabilities see note on Fair Value Measurements.

ASC 805-10, “Business Combinations,” requires an acquiring entity to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions.  ASC 805-10 changed the accounting treatment for certain specific acquisition-related items, including expensing acquisition-related costs as incurred, valuing noncontrolling interests (minority interests) at fair value at the acquisition date, and expensing restructuring costs associated with an acquired business.  ASC 805-10 also includes expanded disclosure requirements.  ASC 805-10 is applied prospectively to business combinations for which the acquisition date is on or after June 28, 2009.  The Company has not had a business combination since June 28, 2009.

ASC 105, “Generally Accepted Accounting Principles,” states that the FASB Accounting Standards Codification is the source of authoritative U.S. GAAP recognized by the FASB.  The GAAP hierarchy was modified to include only two levels of GAAP: authoritative and nonauthoritative.  This standard was effective for Coach’s financial statements beginning with the interim period ending September 26, 2009.  The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

The market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows arising from adverse changes in interest rates or foreign currency exchange rates.  Coach manages these exposures through operating and financing activities and, when appropriate, through the use of derivative financial instruments with respect to Coach Japan.  The use of derivative instruments is in accordance with Coach’s risk management policies.  Coach does not enter into derivative transactions for speculative or trading purposes.

The following quantitative disclosures are based on quoted market prices obtained through independent pricing sources for the same or similar types of financial instruments, taking into consideration the underlying terms and maturities and theoretical pricing models.  These quantitative disclosures do not represent the maximum possible loss or any expected loss that may occur, since actual results may differ from those estimates.

Foreign currency exposures arise from transactions, including firm commitments and anticipated contracts, denominated in a currency other than the entity’s functional currency, and from foreign-denominated revenues and expenses translated into U.S. dollars.

Substantially all of Coach’s non-licensed product needs are purchased from independent manufacturers in countries other than the United States.  These countries include China, Italy, United States, Hong Kong, India, Thailand, Vietnam, Turkey, Philippines, Ecuador, Malaysia, Mauritius, Peru, Spain and Taiwan.  Additionally, sales are made through international channels to third party distributors.  Substantially all purchases and sales involving international parties, excluding Coach Japan and Coach China, are denominated in U.S. dollars and, therefore, are not subject to foreign currency exchange risk.

In Japan, Coach is exposed to market risk from foreign currency exchange rate fluctuations as a result of Coach Japan’s U.S. dollar denominated inventory purchases.  Coach Japan enters into certain foreign currency derivative contracts, primarily zero-cost collar options, to manage these risks.  The foreign currency contracts entered into by the Company have durations no greater than 12 months.  As of September 26, 2009 and June 27, 2009, open foreign currency forward contracts designated as hedges with a notional amount of $66.6 million and $32.0 million, respectively, were outstanding.

Coach is also exposed to market risk from foreign currency exchange rate fluctuations with respect to Coach Japan as a result of its $231.0 million U.S. dollar-denominated fixed rate intercompany loan from Coach.  To manage this risk, on July 1, 2005, Coach Japan entered into a cross currency swap transaction, the terms of which include an exchange of a U.S. dollar fixed interest rate for a yen fixed interest rate.  The loan matures in 2010, at which point the swap requires an exchange of yen and U.S. dollar based principals.

The fair value of open foreign currency derivatives included in current liabilities at September 26, 2009 and June 27, 2009 was $54.0 million and $37.1 million, respectively.  The fair value of these contracts is sensitive to changes in yen exchange rates as well as credit risk.

Coach believes that exposure to adverse changes in exchange rates associated with revenues and expenses of foreign operations, which are denominated in Japanese Yen, Chinese Renminbi, Hong Kong Dollars, Macau Pataca and Canadian Dollars, are not material to the Company’s consolidated financial statements.

Coach is exposed to interest rate risk in relation to its investments, revolving credit facilities and long-term debt.

The Company’s investment portfolio is maintained in accordance with the Company’s investment policy, which identifies allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer.  The primary objective of our investment activities is the preservation of principal while maximizing interest income and minimizing risk.  We do not hold any investments for trading purposes.  The Company’s investment portfolio consists of U.S. government and agency securities as well as municipal government and corporate debt securities.  At September 26, 2009 and June 27, 2009, the Company’s investments, classified as available-for-sale, consisted of an auction rate security, valued at $6.0 million.    As auction rate securities’ adjusted book value equals its fair value, there were no unrealized gains or losses associated with this investment.

As of September 26, 2009, the Company had no outstanding borrowings on its revolving credit facilities.  However, the fair value of any outstanding borrowings in the future may be impacted by fluctuations in interest rates.

As of September 26, 2009, Coach’s outstanding long-term debt, including the current portion, was $25.1 million.  A hypothetical 10% change in the interest rate applied to the fair value of the Company’s debt would not have a material impact on earnings or cash flows.

Based on the evaluation of the Company's disclosure controls and procedures, as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, each of Lew Frankfort, the Chairman and Chief Executive Officer of the Company, and Michael F. Devine, III, Executive Vice President and Chief Financial Officer of the Company, have concluded that the Company's disclosure controls and procedures are effective as of September 26, 2009.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Reference should be made to our most recent Annual Report on Form 10-K for additional information regarding discussion of the effectiveness of the Company’s controls and procedures.

Coach is involved in various routine legal proceedings as both plaintiff and defendant incident to the ordinary course of its business, including proceedings to protect Coach’s intellectual property rights, litigation instituted by persons alleged to have been injured upon premises within Coach’s control and litigation with present or former employees.

As part of Coach’s policing program for its intellectual property rights, from time to time, Coach files lawsuits in the U.S. and abroad alleging acts of trademark counterfeiting, trademark infringement, patent infringement, trade dress infringement, trademark dilution and/or state or foreign law claims.  At any given point in time, Coach may have a number of such actions pending.  These actions often result in seizure of counterfeit merchandise and/or out of court settlements with defendants.  From time to time, defendants will raise, either as affirmative defenses or as counterclaims, the invalidity or unenforceability of certain of Coach’s intellectual properties.

Although Coach’s litigation with present or former employees is routine and incidental to the conduct of Coach’s business, as well as for any business employing significant numbers of U.S.-based employees, such litigation can result in large monetary awards when a civil jury is allowed to determine compensatory and/or punitive damages for actions claiming discrimination on the basis of age, gender, race, religion, disability or other legally protected characteristic or for termination of employment that is wrongful or in violation of implied contracts.

Coach believes that the outcome of all pending legal proceedings in the aggregate will not have a material adverse effect on Coach’s business or consolidated financial statements.

 

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.

 

Dated:  November 4, 2009