x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
75-2018505
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
901 S. Central Expressway, Richardson, Texas
|
|
75080
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
July 2, 2016
|
|
January 2, 2016
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
231,836
|
|
|
$
|
289,275
|
|
Accounts receivable - net of allowances of $60,219 and $84,558, respectively
|
257,053
|
|
|
370,761
|
|
||
Inventories
|
661,748
|
|
|
625,344
|
|
||
Prepaid expenses and other current assets
|
161,723
|
|
|
157,290
|
|
||
Total current assets
|
1,312,360
|
|
|
1,442,670
|
|
||
Property, plant and equipment - net of accumulated depreciation of $430,761 and $398,068, respectively
|
328,004
|
|
|
326,370
|
|
||
Goodwill
|
364,158
|
|
|
359,394
|
|
||
Intangible and other assets-net
|
222,016
|
|
|
227,227
|
|
||
Total long-term assets
|
914,178
|
|
|
912,991
|
|
||
Total assets
|
$
|
2,226,538
|
|
|
$
|
2,355,661
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
195,259
|
|
|
$
|
208,083
|
|
Short-term and current portion of long-term debt
|
26,302
|
|
|
23,159
|
|
||
Accrued expenses:
|
|
|
|
|
|
||
Compensation
|
53,288
|
|
|
61,496
|
|
||
Royalties
|
21,086
|
|
|
38,359
|
|
||
Co-op advertising
|
18,687
|
|
|
28,918
|
|
||
Transaction taxes
|
25,721
|
|
|
44,425
|
|
||
Other
|
71,109
|
|
|
76,592
|
|
||
Income taxes payable
|
249
|
|
|
8,497
|
|
||
Total current liabilities
|
411,701
|
|
|
489,529
|
|
||
Long-term income taxes payable
|
20,716
|
|
|
20,634
|
|
||
Deferred income tax liabilities
|
70,692
|
|
|
75,165
|
|
||
Long-term debt
|
708,664
|
|
|
785,076
|
|
||
Other long-term liabilities
|
59,251
|
|
|
52,714
|
|
||
Total long-term liabilities
|
859,323
|
|
|
933,589
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, 48,127 and 48,125 shares issued and outstanding at July 2, 2016 and January 2, 2016, respectively
|
481
|
|
|
481
|
|
||
Additional paid-in capital
|
201,169
|
|
|
187,456
|
|
||
Retained earnings
|
820,771
|
|
|
813,957
|
|
||
Accumulated other comprehensive income (loss)
|
(77,172
|
)
|
|
(80,506
|
)
|
||
Total Fossil Group, Inc. stockholders’ equity
|
945,249
|
|
|
921,388
|
|
||
Noncontrolling interest
|
10,265
|
|
|
11,155
|
|
||
Total stockholders’ equity
|
955,514
|
|
|
932,543
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,226,538
|
|
|
$
|
2,355,661
|
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||||||
Net sales
|
$
|
685,368
|
|
|
$
|
739,975
|
|
|
$
|
1,345,216
|
|
|
$
|
1,465,060
|
|
Cost of sales
|
329,618
|
|
|
330,510
|
|
|
641,129
|
|
|
654,870
|
|
||||
Gross profit
|
355,750
|
|
|
409,465
|
|
|
704,087
|
|
|
810,190
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses
|
340,300
|
|
|
332,560
|
|
|
674,233
|
|
|
665,042
|
|
||||
Restructuring charges
|
—
|
|
|
6,471
|
|
|
—
|
|
|
18,559
|
|
||||
Total operating expenses
|
340,300
|
|
|
339,031
|
|
|
674,233
|
|
|
683,601
|
|
||||
Operating income
|
15,450
|
|
|
70,434
|
|
|
29,854
|
|
|
126,589
|
|
||||
Interest expense
|
6,421
|
|
|
5,014
|
|
|
12,420
|
|
|
9,193
|
|
||||
Other income (expense) - net
|
2,542
|
|
|
14,294
|
|
|
4,812
|
|
|
21,479
|
|
||||
Income before income taxes
|
11,571
|
|
|
79,714
|
|
|
22,246
|
|
|
138,875
|
|
||||
Provision for income taxes
|
3,499
|
|
|
22,894
|
|
|
6,778
|
|
|
41,417
|
|
||||
Net income
|
8,072
|
|
|
56,820
|
|
|
15,468
|
|
|
97,458
|
|
||||
Less: Net income attributable to noncontrolling interest
|
2,051
|
|
|
2,172
|
|
|
3,654
|
|
|
4,740
|
|
||||
Net income attributable to Fossil Group, Inc.
|
$
|
6,021
|
|
|
$
|
54,648
|
|
|
$
|
11,814
|
|
|
$
|
92,718
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Currency translation adjustment
|
$
|
(9,500
|
)
|
|
$
|
5,559
|
|
|
$
|
7,721
|
|
|
$
|
(27,947
|
)
|
Cash flow hedges - net change
|
4,331
|
|
|
(246
|
)
|
|
(6,101
|
)
|
|
(185
|
)
|
||||
Pension plan activity
|
—
|
|
|
—
|
|
|
1,714
|
|
|
—
|
|
||||
Total other comprehensive income (loss)
|
(5,169
|
)
|
|
5,313
|
|
|
3,334
|
|
|
(28,132
|
)
|
||||
Total comprehensive income
|
2,903
|
|
|
62,133
|
|
|
18,802
|
|
|
69,326
|
|
||||
Less: Comprehensive income attributable to noncontrolling interest
|
2,051
|
|
|
2,172
|
|
|
3,654
|
|
|
4,740
|
|
||||
Comprehensive income attributable to Fossil Group, Inc.
|
$
|
852
|
|
|
$
|
59,961
|
|
|
$
|
15,148
|
|
|
$
|
64,586
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.13
|
|
|
$
|
1.12
|
|
|
$
|
0.25
|
|
|
$
|
1.87
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
1.12
|
|
|
$
|
0.24
|
|
|
$
|
1.87
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
48,119
|
|
|
48,634
|
|
|
48,125
|
|
|
49,464
|
|
||||
Diluted
|
48,207
|
|
|
48,744
|
|
|
48,229
|
|
|
49,615
|
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||
Operating Activities:
|
|
|
|
|
|
||
Net income
|
$
|
15,468
|
|
|
$
|
97,458
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation, amortization and accretion
|
49,666
|
|
|
43,650
|
|
||
Stock-based compensation
|
16,463
|
|
|
9,276
|
|
||
Decrease in allowance for returns-net of inventory in transit
|
(15,473
|
)
|
|
(8,438
|
)
|
||
Loss on disposal of assets
|
1,151
|
|
|
2,519
|
|
||
Impairment losses
|
—
|
|
|
6,602
|
|
||
Decrease in allowance for doubtful accounts
|
(4,841
|
)
|
|
(2,006
|
)
|
||
Excess tax benefits from stock-based compensation
|
(5
|
)
|
|
(170
|
)
|
||
Deferred income taxes and other
|
(443
|
)
|
|
6,804
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
139,765
|
|
|
183,993
|
|
||
Inventories
|
(41,107
|
)
|
|
(91,020
|
)
|
||
Prepaid expenses and other current assets
|
(8,656
|
)
|
|
(19,666
|
)
|
||
Accounts payable
|
(17,106
|
)
|
|
(1,040
|
)
|
||
Accrued expenses
|
(54,285
|
)
|
|
(50,563
|
)
|
||
Income taxes payable
|
(8,650
|
)
|
|
(14,898
|
)
|
||
Net cash provided by operating activities
|
71,947
|
|
|
162,501
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(39,313
|
)
|
|
(32,464
|
)
|
||
Decrease (increase) in intangible and other assets
|
786
|
|
|
(1,400
|
)
|
||
Skagen Designs arbitration settlement
|
—
|
|
|
5,968
|
|
||
Misfit working capital settlement
|
788
|
|
|
—
|
|
||
Proceeds from the sale of property, plant and equipment
|
1,955
|
|
|
—
|
|
||
Business acquisitions-net of cash acquired
|
—
|
|
|
(4,820
|
)
|
||
Net investment hedge settlement
|
752
|
|
|
—
|
|
||
Net cash used in investing activities
|
(35,032
|
)
|
|
(32,716
|
)
|
||
Financing Activities:
|
|
|
|
|
|
||
Acquisition of common stock
|
(6,418
|
)
|
|
(218,659
|
)
|
||
Distribution of noncontrolling interest earnings
|
(4,544
|
)
|
|
(5,056
|
)
|
||
Excess tax benefits from stock-based compensation
|
5
|
|
|
170
|
|
||
Debt borrowings
|
424,800
|
|
|
1,482,165
|
|
||
Debt payments
|
(498,848
|
)
|
|
(1,419,161
|
)
|
||
Proceeds from exercise of stock options
|
57
|
|
|
582
|
|
||
Payment for shares of Fossil, S.L.
|
(8,657
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(93,605
|
)
|
|
(159,959
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(749
|
)
|
|
3,777
|
|
||
Net decrease in cash and cash equivalents
|
(57,439
|
)
|
|
(26,397
|
)
|
||
Cash and cash equivalents:
|
|
|
|
|
|
||
Beginning of period
|
289,275
|
|
|
276,261
|
|
||
End of period
|
$
|
231,836
|
|
|
$
|
249,864
|
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Fossil Group, Inc.
|
$
|
6,021
|
|
|
$
|
54,648
|
|
|
$
|
11,814
|
|
|
$
|
92,718
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic EPS computation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
48,119
|
|
|
48,634
|
|
|
48,125
|
|
|
49,464
|
|
||||
Basic EPS
|
$
|
0.13
|
|
|
$
|
1.12
|
|
|
$
|
0.25
|
|
|
$
|
1.87
|
|
Diluted EPS computation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
48,119
|
|
|
48,634
|
|
|
48,125
|
|
|
49,464
|
|
||||
Effect of stock options, stock appreciation rights, restricted stock units and performance restricted stock units
|
88
|
|
|
110
|
|
|
104
|
|
|
151
|
|
||||
Diluted weighted average common shares outstanding
|
48,207
|
|
|
48,744
|
|
|
48,229
|
|
|
49,615
|
|
||||
Diluted EPS
|
$
|
0.12
|
|
|
$
|
1.12
|
|
|
$
|
0.24
|
|
|
$
|
1.87
|
|
•
|
ASU 2014-12,
Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period
|
Cash paid, net of cash acquired
|
|
$
|
215,370
|
|
Replacement awards attributable to precombination service
|
|
1,709
|
|
|
Working capital and other adjustments
|
|
(3,788
|
)
|
|
Total transaction consideration
|
|
$
|
213,291
|
|
|
|
|
||
Inventories
|
|
$
|
7,011
|
|
Prepaid expenses and other current assets
|
|
25
|
|
|
Property, plant and equipment and other long-term assets
|
|
1,190
|
|
|
Goodwill
|
|
168,021
|
|
|
Amortizing Intangibles:
|
Useful Lives
|
|
||
Trade name
|
6 yrs.
|
15,700
|
|
|
Customer lists
|
5 yrs.
|
10,800
|
|
|
Developed technology
|
7 yrs.
|
36,100
|
|
|
Noncompete agreements
|
3 yrs.
|
700
|
|
|
Current liabilities
|
|
(17,019
|
)
|
|
Long-term liabilities
|
|
(9,237
|
)
|
|
Total net assets acquired
|
|
$
|
213,291
|
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
||||||||
Balance at January 2, 2016
|
$
|
283,598
|
|
|
$
|
63,981
|
|
|
$
|
11,815
|
|
|
$
|
359,394
|
|
Segment allocation and acquisition adjustments (1)
|
(78,197
|
)
|
|
49,760
|
|
|
32,053
|
|
|
3,616
|
|
||||
Currency
|
(100
|
)
|
|
1,223
|
|
|
25
|
|
|
1,148
|
|
||||
Balance at July 2, 2016
|
$
|
205,301
|
|
|
$
|
114,964
|
|
|
$
|
43,893
|
|
|
$
|
364,158
|
|
|
July 2, 2016
|
|
January 2, 2016
|
||||
Components and parts
|
$
|
67,408
|
|
|
$
|
49,539
|
|
Work-in-process
|
10,762
|
|
|
12,213
|
|
||
Finished goods
|
583,578
|
|
|
563,592
|
|
||
Inventories
|
$
|
661,748
|
|
|
$
|
625,344
|
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||
Beginning balance
|
$
|
13,669
|
|
|
$
|
13,500
|
|
Settlements in cash or kind
|
(4,795
|
)
|
|
(4,019
|
)
|
||
Warranties issued and adjustments to preexisting warranties (1)
|
4,861
|
|
|
4,038
|
|
||
Liabilities assumed in acquisition
|
—
|
|
|
44
|
|
||
Ending balance
|
$
|
13,735
|
|
|
$
|
13,563
|
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||||||
Income tax expense
|
$
|
3,499
|
|
|
$
|
22,894
|
|
|
$
|
6,778
|
|
|
$
|
41,417
|
|
Income tax rate
|
30.2
|
%
|
|
28.7
|
%
|
|
30.5
|
%
|
|
29.8
|
%
|
|
|
|
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
||||||||||||
Fiscal Year
Authorized
|
Dollar Value
Authorized
|
|
Termination Date
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
||||||||
2014
|
$
|
1,000.0
|
|
|
December 2018
|
|
—
|
|
|
$
|
0.8
|
|
|
1.3
|
|
|
$
|
102.5
|
|
2012
|
$
|
1,000.0
|
|
|
December 2016 (1)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
2010
|
$
|
30.0
|
|
|
None
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||||||||||
Fiscal Year
Authorized
|
Dollar Value
Authorized
|
|
Termination Date
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
||||||||
2014
|
$
|
1,000.0
|
|
|
December 2018
|
|
0.1
|
|
|
$
|
5.2
|
|
|
2.2
|
|
|
$
|
188.2
|
|
2012
|
$
|
1,000.0
|
|
|
December 2016 (1)
|
|
—
|
|
|
$
|
—
|
|
|
0.3
|
|
|
$
|
28.8
|
|
2010
|
$
|
30.0
|
|
|
None
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Fossil Group, Inc.
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Stockholders’
Equity
|
||||||
Balance at January 2, 2016
|
$
|
921,388
|
|
|
$
|
11,155
|
|
|
$
|
932,543
|
|
Net income
|
11,814
|
|
|
3,654
|
|
|
15,468
|
|
|||
Currency translation adjustment
|
7,721
|
|
|
—
|
|
|
7,721
|
|
|||
Cash flow hedges - net change
|
(6,101
|
)
|
|
—
|
|
|
(6,101
|
)
|
|||
Pension plan activity
|
1,714
|
|
|
—
|
|
|
1,714
|
|
|||
Common stock issued upon exercise of stock options
|
57
|
|
|
—
|
|
|
57
|
|
|||
Tax expense derived from stock-based compensation
|
(1,389
|
)
|
|
—
|
|
|
(1,389
|
)
|
|||
Distribution of noncontrolling interest earnings
|
—
|
|
|
(4,544
|
)
|
|
(4,544
|
)
|
|||
Acquisition of common stock
|
(6,418
|
)
|
|
—
|
|
|
(6,418
|
)
|
|||
Stock-based compensation expense
|
16,463
|
|
|
—
|
|
|
16,463
|
|
|||
Balance at July 2, 2016
|
$
|
945,249
|
|
|
$
|
10,265
|
|
|
$
|
955,514
|
|
|
Fossil Group, Inc.
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Stockholders’
Equity
|
||||||
Balance at January 3, 2015
|
$
|
977,860
|
|
|
$
|
5,941
|
|
|
$
|
983,801
|
|
Net income
|
92,718
|
|
|
4,740
|
|
|
97,458
|
|
|||
Currency translation adjustment
|
(27,947
|
)
|
|
—
|
|
|
(27,947
|
)
|
|||
Cash flow hedges - net change
|
(185
|
)
|
|
—
|
|
|
(185
|
)
|
|||
Common stock issued upon exercise of stock options
|
582
|
|
|
—
|
|
|
582
|
|
|||
Tax expense derived from stock-based compensation
|
(699
|
)
|
|
—
|
|
|
(699
|
)
|
|||
Distribution of noncontrolling interest earnings
|
—
|
|
|
(5,056
|
)
|
|
(5,056
|
)
|
|||
Business acquisition
|
—
|
|
|
5,831
|
|
|
5,831
|
|
|||
Acquisition of common stock
|
(218,659
|
)
|
|
—
|
|
|
(218,659
|
)
|
|||
Stock-based compensation expense
|
9,276
|
|
|
—
|
|
|
9,276
|
|
|||
Balance at July 4, 2015
|
$
|
832,946
|
|
|
$
|
11,456
|
|
|
$
|
844,402
|
|
Stock Options and Stock Appreciation Rights
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
(in Thousands)
|
|
|
|
(in Years)
|
|
(in Thousands)
|
|||||
Outstanding at April 2, 2016
|
|
2,214
|
|
|
$
|
51.82
|
|
|
6.9
|
|
$
|
10,828
|
|
Granted
|
|
—
|
|
|
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
|
|
|
|
|
||||
Forfeited or expired
|
|
(8
|
)
|
|
117.13
|
|
|
|
|
|
|
||
Outstanding at July 2, 2016
|
|
2,206
|
|
|
51.59
|
|
|
6.7
|
|
791
|
|
||
Exercisable at July 2, 2016
|
|
538
|
|
|
$
|
84.14
|
|
|
4.4
|
|
$
|
791
|
|
Stock Options Outstanding
|
|
Stock Options Exercisable
|
||||||||||||||
Range of
Exercise Prices
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Number of
Shares
|
|
Weighted-
Average Exercise Price |
||||||
|
|
(in Thousands)
|
|
|
|
(in Years)
|
|
(in Thousands)
|
|
|
||||||
$13.65 - $29.78
|
|
41
|
|
|
$
|
14.40
|
|
|
2.7
|
|
41
|
|
|
$
|
14.40
|
|
$30.71 - $47.99
|
|
91
|
|
|
36.29
|
|
|
2.5
|
|
91
|
|
|
36.29
|
|
||
$55.04 - $83.83
|
|
92
|
|
|
80.80
|
|
|
4.8
|
|
92
|
|
|
80.80
|
|
||
$95.91 - $131.46
|
|
144
|
|
|
127.98
|
|
|
5.7
|
|
144
|
|
|
127.98
|
|
||
Total
|
|
368
|
|
|
$
|
80.95
|
|
|
4.3
|
|
368
|
|
|
$
|
80.95
|
|
Stock Appreciation Rights Outstanding
|
|
Stock Appreciation Rights Exercisable
|
||||||||||||||
Range of
Exercise Prices |
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
||||||
|
|
(in Thousands)
|
|
|
|
(in Years)
|
|
(in Thousands)
|
|
|
||||||
$13.65 - $29.78
|
|
26
|
|
|
$
|
21.97
|
|
|
4.2
|
|
13
|
|
|
$
|
13.65
|
|
$30.71 - $47.99
|
|
1,560
|
|
|
38.27
|
|
|
7.5
|
|
9
|
|
|
38.40
|
|
||
$55.04 - $83.83
|
|
143
|
|
|
79.05
|
|
|
6.1
|
|
62
|
|
|
80.44
|
|
||
$95.91 - $131.46
|
|
109
|
|
|
114.42
|
|
|
5.0
|
|
86
|
|
|
115.32
|
|
||
Total
|
|
1,838
|
|
|
$
|
45.72
|
|
|
7.2
|
|
170
|
|
|
$
|
91.02
|
|
Restricted Stock, Restricted Stock Units
and Performance Restricted Stock Units
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair
Value Per Share
|
|||
|
|
(in Thousands)
|
|
|
|||
Nonvested at April 2, 2016
|
|
1,063
|
|
|
$
|
47.98
|
|
Granted
|
|
494
|
|
|
27.60
|
|
|
Vested
|
|
(21
|
)
|
|
82.08
|
|
|
Forfeited
|
|
(12
|
)
|
|
41.27
|
|
|
Nonvested at July 2, 2016
|
|
1,524
|
|
|
$
|
40.95
|
|
|
For the 13 Weeks Ended July 2, 2016
|
||||||||||||||||||
|
Currency
Translation
Adjustments
|
|
Cash Flow Hedges
|
|
|
|
|
||||||||||||
|
|
Forward
Contracts
|
|
Interest
Rate Swaps
|
|
Pension
Plan
|
|
Total
|
|||||||||||
Beginning balance
|
$
|
(64,486
|
)
|
|
$
|
(1,554
|
)
|
|
$
|
(1,457
|
)
|
|
$
|
(4,506
|
)
|
|
$
|
(72,003
|
)
|
Other comprehensive income (loss) before reclassifications
|
(9,396
|
)
|
|
8,738
|
|
|
(711
|
)
|
|
—
|
|
|
(1,369
|
)
|
|||||
Tax (expense) benefit
|
—
|
|
|
(3,576
|
)
|
|
259
|
|
|
—
|
|
|
(3,317
|
)
|
|||||
Amounts reclassed from accumulated other comprehensive income
|
104
|
|
|
928
|
|
|
(450
|
)
|
|
—
|
|
|
582
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
(263
|
)
|
|
164
|
|
|
—
|
|
|
(99
|
)
|
|||||
Total other comprehensive income (loss)
|
(9,500
|
)
|
|
4,497
|
|
|
(166
|
)
|
|
—
|
|
|
(5,169
|
)
|
|||||
Ending balance
|
$
|
(73,986
|
)
|
|
$
|
2,943
|
|
|
$
|
(1,623
|
)
|
|
$
|
(4,506
|
)
|
|
$
|
(77,172
|
)
|
|
For the 13 Weeks Ended July 4, 2015
|
||||||||||||||||||
|
Currency
Translation
Adjustments
|
|
Cash Flow Hedges
|
|
|
|
|
||||||||||||
|
|
Forward
Contracts
|
|
Interest
Rate Swaps
|
|
Pension
Plan
|
|
Total
|
|||||||||||
Beginning balance
|
$
|
(60,747
|
)
|
|
$
|
19,315
|
|
|
$
|
(4,776
|
)
|
|
$
|
(3,647
|
)
|
|
$
|
(49,855
|
)
|
Other comprehensive income (loss) before reclassifications
|
5,559
|
|
|
2,701
|
|
|
10,460
|
|
|
—
|
|
|
18,720
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
253
|
|
|
(3,812
|
)
|
|
—
|
|
|
(3,559
|
)
|
|||||
Amounts reclassed from accumulated other comprehensive income
|
—
|
|
|
10,555
|
|
|
4,604
|
|
|
—
|
|
|
15,159
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
(3,634
|
)
|
|
(1,677
|
)
|
|
—
|
|
|
(5,311
|
)
|
|||||
Total other comprehensive income (loss)
|
5,559
|
|
|
(3,967
|
)
|
|
3,721
|
|
|
—
|
|
|
5,313
|
|
|||||
Ending balance
|
$
|
(55,188
|
)
|
|
$
|
15,348
|
|
|
$
|
(1,055
|
)
|
|
$
|
(3,647
|
)
|
|
$
|
(44,542
|
)
|
|
For the 26 Weeks Ended July 2, 2016
|
||||||||||||||||||
|
Currency
Translation
Adjustments
|
|
Cash Flow Hedges
|
|
|
|
|
||||||||||||
|
|
Forward
Contracts
|
|
Interest
Rate Swaps
|
|
Pension
Plan
|
|
Total
|
|||||||||||
Beginning balance
|
$
|
(81,707
|
)
|
|
$
|
8,114
|
|
|
$
|
(693
|
)
|
|
$
|
(6,220
|
)
|
|
$
|
(80,506
|
)
|
Other comprehensive income (loss) before reclassifications
|
7,825
|
|
|
(1,259
|
)
|
|
(2,381
|
)
|
|
2,010
|
|
|
6,195
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
1,039
|
|
|
868
|
|
|
(296
|
)
|
|
1,611
|
|
|||||
Amounts reclassed from accumulated other comprehensive income
|
104
|
|
|
7,267
|
|
|
(918
|
)
|
|
—
|
|
|
6,453
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
(2,316
|
)
|
|
335
|
|
|
—
|
|
|
(1,981
|
)
|
|||||
Total other comprehensive income (loss)
|
7,721
|
|
|
(5,171
|
)
|
|
(930
|
)
|
|
1,714
|
|
|
3,334
|
|
|||||
Ending balance
|
$
|
(73,986
|
)
|
|
$
|
2,943
|
|
|
$
|
(1,623
|
)
|
|
$
|
(4,506
|
)
|
|
$
|
(77,172
|
)
|
|
For the 26 Weeks Ended July 4, 2015
|
||||||||||||||||||
|
Currency
Translation
Adjustments
|
|
Cash Flow Hedges
|
|
|
|
|
||||||||||||
|
|
Forward
Contracts
|
|
Interest
Rate Swap
|
|
Pension
Plan
|
|
Total
|
|||||||||||
Beginning balance
|
$
|
(27,241
|
)
|
|
$
|
14,980
|
|
|
$
|
(502
|
)
|
|
$
|
(3,647
|
)
|
|
$
|
(16,410
|
)
|
Other comprehensive income (loss) before reclassifications
|
(27,947
|
)
|
|
21,462
|
|
|
3,054
|
|
|
—
|
|
|
(3,431
|
)
|
|||||
Tax (expense) benefit
|
—
|
|
|
(5,965
|
)
|
|
(1,113
|
)
|
|
—
|
|
|
(7,078
|
)
|
|||||
Amounts reclassed from accumulated other comprehensive income
|
—
|
|
|
22,993
|
|
|
3,923
|
|
|
—
|
|
|
26,916
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
(7,864
|
)
|
|
(1,429
|
)
|
|
—
|
|
|
(9,293
|
)
|
|||||
Total other comprehensive income (loss)
|
(27,947
|
)
|
|
368
|
|
|
(553
|
)
|
|
—
|
|
|
(28,132
|
)
|
|||||
Ending balance
|
$
|
(55,188
|
)
|
|
$
|
15,348
|
|
|
$
|
(1,055
|
)
|
|
$
|
(3,647
|
)
|
|
$
|
(44,542
|
)
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
||||||||||||
|
Net Sales
|
|
Operating Income
|
|
Net Sales
|
|
Operating Income
|
||||||||
Americas
|
$
|
345,187
|
|
|
$
|
52,300
|
|
|
$
|
386,088
|
|
|
$
|
86,033
|
|
Europe
|
215,936
|
|
|
31,669
|
|
|
227,923
|
|
|
41,814
|
|
||||
Asia
|
124,245
|
|
|
18,936
|
|
|
125,964
|
|
|
20,555
|
|
||||
Corporate
|
|
|
|
(87,455
|
)
|
|
|
|
|
(77,968
|
)
|
||||
Consolidated
|
$
|
685,368
|
|
|
$
|
15,450
|
|
|
$
|
739,975
|
|
|
$
|
70,434
|
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||||||||||
|
Net Sales
|
|
Operating Income
|
|
Net Sales
|
|
Operating Income
|
||||||||
Americas
|
$
|
680,997
|
|
|
$
|
111,896
|
|
|
$
|
752,684
|
|
|
$
|
162,533
|
|
Europe
|
425,937
|
|
|
60,180
|
|
|
462,179
|
|
|
79,152
|
|
||||
Asia
|
238,282
|
|
|
36,865
|
|
|
250,197
|
|
|
41,051
|
|
||||
Corporate
|
|
|
|
(179,087
|
)
|
|
|
|
|
(156,147
|
)
|
||||
Consolidated
|
$
|
1,345,216
|
|
|
$
|
29,854
|
|
|
$
|
1,465,060
|
|
|
$
|
126,589
|
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
||||||||||
|
Net Sales
|
|
Percentage of Total
|
|
Net Sales
|
|
Percentage of Total
|
||||||
Watches
|
$
|
517,602
|
|
|
75.5
|
%
|
|
$
|
575,804
|
|
|
77.8
|
%
|
Leathers
|
93,152
|
|
|
13.6
|
|
|
89,380
|
|
|
12.1
|
|
||
Jewelry
|
56,752
|
|
|
8.3
|
|
|
55,780
|
|
|
7.5
|
|
||
Other
|
17,862
|
|
|
2.6
|
|
|
19,011
|
|
|
2.6
|
|
||
Total
|
$
|
685,368
|
|
|
100.0
|
%
|
|
$
|
739,975
|
|
|
100.0
|
%
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||||||||
|
Net Sales
|
|
Percentage of Total
|
|
Net Sales
|
|
Percentage of Total
|
||||||
Watches
|
$
|
1,014,085
|
|
|
75.4
|
%
|
|
$
|
1,127,661
|
|
|
77.0
|
%
|
Leathers
|
185,657
|
|
|
13.8
|
|
|
182,306
|
|
|
12.4
|
|
||
Jewelry
|
111,472
|
|
|
8.3
|
|
|
118,767
|
|
|
8.1
|
|
||
Other
|
34,002
|
|
|
2.5
|
|
|
36,326
|
|
|
2.5
|
|
||
Total
|
$
|
1,345,216
|
|
|
100.0
|
%
|
|
$
|
1,465,060
|
|
|
100.0
|
%
|
Functional Currency
|
|
Contract Currency
|
||||||
Type
|
|
Amount
|
|
Type
|
|
Amount
|
||
Euro
|
|
255.1
|
|
|
U.S. dollar
|
|
288.3
|
|
British pound
|
|
52.9
|
|
|
U.S. dollar
|
|
79.0
|
|
Canadian dollar
|
|
80.5
|
|
|
U.S. dollar
|
|
61.0
|
|
Japanese yen
|
|
4,077.9
|
|
|
U.S. dollar
|
|
35.7
|
|
Mexican peso
|
|
335.4
|
|
|
U.S. dollar
|
|
18.3
|
|
Australian dollar
|
|
20.0
|
|
|
U.S. dollar
|
|
14.6
|
|
U.S. dollar
|
|
28.0
|
|
|
Japanese yen
|
|
3,013.0
|
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
||||
Cash flow hedges:
|
|
|
|
|
|
||
Forward contracts
|
$
|
5,162
|
|
|
$
|
2,954
|
|
Interest rate swaps
|
(452
|
)
|
|
6,648
|
|
||
Total gain (loss) recognized in other comprehensive income (loss), net of taxes
|
$
|
4,710
|
|
|
$
|
9,602
|
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||
Cash flow hedges:
|
|
|
|
|
|
||
Forward contracts
|
$
|
(220
|
)
|
|
$
|
15,497
|
|
Interest rate swaps
|
(1,513
|
)
|
|
1,941
|
|
||
Total gain (loss) recognized in other comprehensive income (loss), net of taxes
|
$
|
(1,733
|
)
|
|
$
|
17,438
|
|
Derivative Instruments
|
|
Condensed Consolidated
Statements of Income
and Comprehensive
Income Location
|
|
Effect of Derivative
Instruments
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
||||
Forward contracts designated as cash flow hedging instruments
|
|
Other income (expense)-net
|
|
Total gain (loss) reclassified from other comprehensive income (loss)
|
|
$
|
665
|
|
|
$
|
6,921
|
|
Forward contracts not designated as hedging instruments
|
|
Other income (expense)-net
|
|
Total gain (loss) recognized in income
|
|
$
|
74
|
|
|
$
|
(9
|
)
|
Interest rate swap designated as a cash flow hedging instrument
|
|
Interest expense
|
|
Total gain (loss) reclassified from other comprehensive income (loss)
|
|
$
|
(286
|
)
|
|
$
|
(404
|
)
|
Interest rate swap designated as a cash flow hedging instrument
|
|
Other income (expense)-net
|
|
Total gain (loss) reclassified from other comprehensive income (loss)
|
|
$
|
—
|
|
|
$
|
3,331
|
|
Derivative Instruments
|
|
Condensed Consolidated
Statements of Income
and Comprehensive
Income Location
|
|
Effect of Derivative
Instruments
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
||||
Forward contracts designated as cash flow hedging instruments
|
|
Other income (expense)-net
|
|
Total gain (loss) reclassified from other comprehensive income (loss)
|
|
$
|
4,951
|
|
|
$
|
15,129
|
|
Forward contracts not designated as hedging instruments
|
|
Other income (expense)-net
|
|
Total gain (loss) recognized in income
|
|
$
|
(157
|
)
|
|
$
|
80
|
|
Interest rate swap designated as a cash flow hedging instrument
|
|
Interest expense
|
|
Total gain (loss) reclassified from other comprehensive income (loss)
|
|
$
|
(583
|
)
|
|
$
|
(837
|
)
|
Interest rate swap designated as a cash flow hedging instrument
|
|
Other income (expense)-net
|
|
Total gain (loss) reclassified from other comprehensive income (loss)
|
|
$
|
—
|
|
|
$
|
3,331
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
|
July 2, 2016
|
|
January 2, 2016
|
|
July 2, 2016
|
|
January 2, 2016
|
||||||||||||||||
Derivative Instruments
|
|
Condensed
Consolidated
Balance Sheets
Location
|
|
Fair
Value
|
|
Condensed
Consolidated
Balance Sheets
Location
|
|
Fair
Value
|
|
Condensed
Consolidated
Balance Sheets
Location
|
|
Fair
Value
|
|
Condensed
Consolidated
Balance Sheets
Location
|
|
Fair
Value
|
||||||||
Forward contracts designated as cash flow hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
10,709
|
|
|
Prepaid expenses and other current assets
|
|
$
|
13,184
|
|
|
Accrued expenses- other
|
|
$
|
6,109
|
|
|
Accrued expenses- other
|
|
$
|
477
|
|
Forward contracts not designated as cash flow hedging instruments
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Prepaid expenses and other current assets
|
|
167
|
|
|
Accrued expenses- other
|
|
49
|
|
|
Accrued expenses- other
|
|
71
|
|
||||
Interest rate swap designated as a cash flow hedging instrument
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Accrued expenses- other
|
|
1,568
|
|
|
Accrued expenses- other
|
|
1,273
|
|
||||
Forward contracts designated as cash flow hedging instruments
|
|
Intangible and other assets-net
|
|
2,845
|
|
|
Intangible and other assets-net
|
|
2,785
|
|
|
Other long-term liabilities
|
|
1,936
|
|
|
Other long-term liabilities
|
|
250
|
|
||||
Interest rate swap designated as a cash flow hedging instrument
|
|
Intangible and other assets-net
|
|
—
|
|
|
Intangible and other assets-net
|
|
311
|
|
|
Other long-term liabilities
|
|
985
|
|
|
Other long-term liabilities
|
|
128
|
|
||||
Total
|
|
|
|
$
|
13,554
|
|
|
|
|
$
|
16,447
|
|
|
|
|
$
|
10,647
|
|
|
|
|
$
|
2,199
|
|
|
Fair Value at July 2, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward contracts
|
$
|
—
|
|
|
$
|
13,554
|
|
|
$
|
—
|
|
|
$
|
13,554
|
|
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment in publicly traded mutual funds
|
2,398
|
|
|
—
|
|
|
—
|
|
|
2,398
|
|
||||
Total
|
$
|
2,398
|
|
|
$
|
13,554
|
|
|
$
|
—
|
|
|
$
|
15,952
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward contracts
|
—
|
|
|
8,094
|
|
|
—
|
|
|
8,094
|
|
||||
Interest rate swap
|
—
|
|
|
2,553
|
|
|
—
|
|
|
2,553
|
|
||||
Total
|
$
|
—
|
|
|
$
|
10,647
|
|
|
$
|
—
|
|
|
$
|
10,647
|
|
|
Fair Value at January 2, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward contracts
|
$
|
—
|
|
|
$
|
16,136
|
|
|
$
|
—
|
|
|
$
|
16,136
|
|
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment in publicly traded mutual funds
|
2,406
|
|
|
—
|
|
|
—
|
|
|
2,406
|
|
||||
Interest rate swap
|
—
|
|
|
311
|
|
|
—
|
|
|
311
|
|
||||
Total
|
$
|
2,406
|
|
|
$
|
16,447
|
|
|
$
|
—
|
|
|
$
|
18,853
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,643
|
|
|
$
|
3,643
|
|
Forward contracts
|
—
|
|
|
798
|
|
|
—
|
|
|
798
|
|
||||
Interest rate swap
|
—
|
|
|
1,401
|
|
|
—
|
|
|
1,401
|
|
||||
Total
|
$
|
—
|
|
|
$
|
2,199
|
|
|
$
|
3,643
|
|
|
$
|
5,842
|
|
|
|
|
|
July 2, 2016
|
|
January 2, 2016
|
||||||||||||
|
|
Useful
|
|
Gross
|
|
Accumulated
|
|
Gross
|
|
Accumulated
|
||||||||
|
|
Lives
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amortization
|
||||||||
Intangibles-subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trademarks
|
|
10 yrs.
|
|
$
|
4,310
|
|
|
$
|
3,321
|
|
|
$
|
4,175
|
|
|
$
|
3,195
|
|
Customer lists
|
|
5-10 yrs.
|
|
54,064
|
|
|
24,166
|
|
|
53,825
|
|
|
21,001
|
|
||||
Patents
|
|
3-20 yrs.
|
|
2,302
|
|
|
2,082
|
|
|
2,273
|
|
|
2,064
|
|
||||
Noncompete agreement
|
|
3-6 yrs.
|
|
2,524
|
|
|
1,409
|
|
|
2,515
|
|
|
1,134
|
|
||||
Developed technology
|
|
7 yrs.
|
|
36,100
|
|
|
2,579
|
|
|
36,100
|
|
|
—
|
|
||||
Trade name
|
|
6 yrs.
|
|
15,700
|
|
|
1,308
|
|
|
15,700
|
|
|
—
|
|
||||
Other
|
|
7-20 yrs.
|
|
259
|
|
|
214
|
|
|
256
|
|
|
206
|
|
||||
Total intangibles-subject to amortization
|
|
|
|
115,259
|
|
|
35,079
|
|
|
114,844
|
|
|
27,600
|
|
||||
Intangibles-not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade names
|
|
|
|
74,503
|
|
|
|
|
|
74,493
|
|
|
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Key money deposits
|
|
|
|
28,612
|
|
|
20,349
|
|
|
29,357
|
|
|
19,805
|
|
||||
Other deposits
|
|
|
|
22,303
|
|
|
|
|
|
21,684
|
|
|
|
|
||||
Deferred compensation plan assets
|
|
|
|
2,398
|
|
|
|
|
|
2,406
|
|
|
|
|
||||
Deferred tax asset-net
|
|
|
|
22,131
|
|
|
|
|
|
18,602
|
|
|
|
|
||||
Restricted cash
|
|
|
|
525
|
|
|
|
|
|
512
|
|
|
|
|
||||
Shop-in-shop
|
|
|
|
9,494
|
|
|
7,807
|
|
|
9,985
|
|
|
8,262
|
|
||||
Interest rate swap
|
|
|
|
—
|
|
|
|
|
|
311
|
|
|
|
|
||||
Forward contracts
|
|
|
|
2,845
|
|
|
|
|
|
2,785
|
|
|
|
|
||||
Investments
|
|
|
|
2,397
|
|
|
|
|
2,396
|
|
|
|
||||||
Other
|
|
|
|
4,784
|
|
|
|
|
|
5,519
|
|
|
|
|
||||
Total other assets
|
|
|
|
95,489
|
|
|
28,156
|
|
|
93,557
|
|
|
28,067
|
|
||||
Total intangible and other assets
|
|
|
|
$
|
285,251
|
|
|
$
|
63,235
|
|
|
$
|
282,894
|
|
|
$
|
55,667
|
|
Total intangible and other assets-net
|
|
|
|
|
|
|
$
|
222,016
|
|
|
|
|
|
$
|
227,227
|
|
Fiscal Year
|
|
Amortization
Expense
|
||
2016 (remaining)
|
|
$
|
7,487
|
|
2017
|
|
$
|
14,721
|
|
2018
|
|
$
|
14,366
|
|
2019
|
|
$
|
14,037
|
|
2020
|
|
$
|
13,528
|
|
2021
|
|
$
|
9,703
|
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
|
|
|
|
|||||||||||||
|
|
|
Growth (Decline)
|
|||||||||||||||||
|
Net Sales
|
|
Percentage
of Total
|
|
Net Sales
|
|
Percentage
of Total
|
|
Dollars
|
|
Percentage
|
|||||||||
Watches
|
$
|
517.6
|
|
|
75.5
|
%
|
|
$
|
575.8
|
|
|
77.8
|
%
|
|
$
|
(58.2
|
)
|
|
(10.1
|
)%
|
Leathers
|
93.2
|
|
|
13.6
|
|
|
89.4
|
|
|
12.1
|
|
|
3.8
|
|
|
4.3
|
|
|||
Jewelry
|
56.8
|
|
|
8.3
|
|
|
55.8
|
|
|
7.5
|
|
|
1.0
|
|
|
1.8
|
|
|||
Other
|
17.8
|
|
|
2.6
|
|
|
19.0
|
|
|
2.6
|
|
|
(1.2
|
)
|
|
(6.3
|
)
|
|||
Total
|
$
|
685.4
|
|
|
100.0
|
%
|
|
$
|
740.0
|
|
|
100.0
|
%
|
|
$
|
(54.6
|
)
|
|
(7.4
|
)%
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
|
Growth (Decline)
|
|||||||||||||||
|
Net Sales
|
|
Percentage
of Total
|
|
Net Sales
|
|
Percentage
of Total
|
|
Dollars
|
|
Percentage
|
|||||||||
Americas
|
$
|
345.2
|
|
|
50.4
|
%
|
|
$
|
386.1
|
|
|
52.2
|
%
|
|
$
|
(40.9
|
)
|
|
(10.6
|
)%
|
Europe
|
215.9
|
|
|
31.5
|
|
|
227.9
|
|
|
30.8
|
|
|
(12.0
|
)
|
|
(5.3
|
)
|
|||
Asia
|
124.3
|
|
|
18.1
|
|
|
126.0
|
|
|
17.0
|
|
|
(1.7
|
)
|
|
(1.3
|
)
|
|||
Total
|
$
|
685.4
|
|
|
100.0
|
%
|
|
$
|
740.0
|
|
|
100.0
|
%
|
|
$
|
(54.6
|
)
|
|
(7.4
|
)%
|
|
July 2, 2016
|
|
July 4, 2015
|
||||||||||||||||||||
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
||||||||
Full price accessory
|
126
|
|
|
124
|
|
|
69
|
|
|
319
|
|
|
138
|
|
|
126
|
|
|
63
|
|
|
327
|
|
Outlets
|
155
|
|
|
73
|
|
|
45
|
|
|
273
|
|
|
145
|
|
|
66
|
|
|
42
|
|
|
253
|
|
Full priced multi-brand
|
—
|
|
|
7
|
|
|
16
|
|
|
23
|
|
|
1
|
|
|
5
|
|
|
22
|
|
|
28
|
|
Total stores
|
281
|
|
|
204
|
|
|
130
|
|
|
615
|
|
|
284
|
|
|
197
|
|
|
127
|
|
|
608
|
|
|
For the 13 Weeks Ended July 2, 2016
|
|
For the 13 Weeks Ended July 4, 2015
|
|
Growth (Decline)
|
|
Operating Margin %
|
|||||||||||||
|
|
|
Dollars
|
|
Percentage
|
|
2016
|
|
2015
|
|||||||||||
Americas
|
$
|
52.3
|
|
|
$
|
86.0
|
|
|
$
|
(33.7
|
)
|
|
(39.2
|
)%
|
|
15.2
|
%
|
|
22.3
|
%
|
Europe
|
31.7
|
|
|
41.8
|
|
|
(10.1
|
)
|
|
(24.2
|
)
|
|
14.7
|
|
|
18.3
|
|
|||
Asia
|
19.0
|
|
|
20.6
|
|
|
(1.6
|
)
|
|
(7.8
|
)
|
|
15.2
|
|
|
16.3
|
|
|||
Corporate
|
(87.5
|
)
|
|
(78.0
|
)
|
|
(9.5
|
)
|
|
12.2
|
|
|
|
|
|
|||||
Total operating income
|
$
|
15.5
|
|
|
$
|
70.4
|
|
|
$
|
(54.9
|
)
|
|
(78.0
|
)%
|
|
2.3
|
%
|
|
9.5
|
%
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
|
Growth (Decline)
|
|||||||||||||||
|
Net Sales
|
|
Percentage
of Total
|
|
Net Sales
|
|
Percentage
of Total
|
|
Dollars
|
|
Percentage
|
|||||||||
Watches
|
$
|
1,014.1
|
|
|
75.4
|
%
|
|
$
|
1,127.7
|
|
|
77.0
|
%
|
|
$
|
(113.6
|
)
|
|
(10.1
|
)%
|
Leathers
|
185.6
|
|
|
13.8
|
|
|
182.3
|
|
|
12.4
|
|
|
3.3
|
|
|
1.8
|
|
|||
Jewelry
|
111.5
|
|
|
8.3
|
|
|
118.8
|
|
|
8.1
|
|
|
(7.3
|
)
|
|
(6.1
|
)
|
|||
Other
|
34.0
|
|
|
2.5
|
|
|
36.3
|
|
|
2.5
|
|
|
(2.3
|
)
|
|
(6.3
|
)
|
|||
Total
|
$
|
1,345.2
|
|
|
100.0
|
%
|
|
$
|
1,465.1
|
|
|
100.0
|
%
|
|
$
|
(119.9
|
)
|
|
(8.2
|
)%
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
|
Growth (Decline)
|
|||||||||||||||
|
Net Sales
|
|
Percentage
of Total
|
|
Net Sales
|
|
Percentage
of Total
|
|
Dollars
|
|
Percentage
|
|||||||||
Americas
|
$
|
681.0
|
|
|
50.6
|
%
|
|
$
|
752.7
|
|
|
51.4
|
%
|
|
$
|
(71.7
|
)
|
|
(9.5
|
)%
|
Europe
|
425.9
|
|
|
31.7
|
|
|
462.2
|
|
|
31.5
|
|
|
(36.3
|
)
|
|
(7.9
|
)
|
|||
Asia
|
238.3
|
|
|
17.7
|
|
|
250.2
|
|
|
17.1
|
|
|
(11.9
|
)
|
|
(4.8
|
)
|
|||
Total
|
$
|
1,345.2
|
|
|
100.0
|
%
|
|
$
|
1,465.1
|
|
|
100.0
|
%
|
|
$
|
(119.9
|
)
|
|
(8.2
|
)%
|
|
For the 26 Weeks Ended July 2, 2016
|
|
For the 26 Weeks Ended July 4, 2015
|
|
Growth (Decline)
|
|
Operating Margin %
|
|||||||||||||
|
|
|
Dollars
|
|
Percentage
|
|
2016
|
|
2015
|
|||||||||||
Americas
|
$
|
111.9
|
|
|
$
|
162.5
|
|
|
$
|
(50.6
|
)
|
|
(31.1
|
)%
|
|
16.4
|
%
|
|
21.6
|
%
|
Europe
|
60.2
|
|
|
79.1
|
|
|
(18.9
|
)
|
|
(23.9
|
)
|
|
14.1
|
|
|
17.1
|
|
|||
Asia
|
36.9
|
|
|
41.1
|
|
|
(4.2
|
)
|
|
(10.2
|
)
|
|
15.5
|
|
|
16.4
|
|
|||
Corporate
|
(179.1
|
)
|
|
(156.1
|
)
|
|
(23.0
|
)
|
|
14.7
|
|
|
|
|
|
|||||
Total operating income
|
$
|
29.9
|
|
|
$
|
126.6
|
|
|
$
|
(96.7
|
)
|
|
(76.4
|
)%
|
|
2.2
|
%
|
|
8.6
|
%
|
|
|
|
|
|
|
For the 13 Weeks Ended
July 2, 2016
|
|
For the 13 Weeks Ended
July 4, 2015
|
||||||||||||
Fiscal Year
Authorized
|
|
Dollar Value
Authorized
|
|
Termination Date
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
||||||||
2014
|
|
$
|
1,000.0
|
|
|
December 2018
|
|
—
|
|
|
$
|
0.8
|
|
|
1.3
|
|
|
$
|
102.5
|
|
2012
|
|
$
|
1,000.0
|
|
|
December 2016 (1)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
2010
|
|
$
|
30.0
|
|
|
None
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
For the 26 Weeks Ended
July 2, 2016
|
|
For the 26 Weeks Ended
July 4, 2015
|
||||||||||||
Fiscal Year
Authorized
|
|
Dollar Value
Authorized
|
|
Termination Date
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
||||||||
2014
|
|
$
|
1,000.0
|
|
|
December 2018
|
|
0.1
|
|
|
$
|
5.2
|
|
|
2.2
|
|
|
$
|
188.2
|
|
2012
|
|
$
|
1,000.0
|
|
|
December 2016 (1)
|
|
—
|
|
|
$
|
—
|
|
|
0.3
|
|
|
$
|
28.8
|
|
2010
|
|
$
|
30.0
|
|
|
None
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Functional Currency
|
|
Contract Currency
|
|
|
||||||
Type
|
|
Amount
|
|
Type
|
|
Amount
|
|
Expiration Date
|
||
Euro
|
|
255.1
|
|
|
U.S. dollar
|
|
288.3
|
|
|
May 2018
|
British pound
|
|
52.9
|
|
|
U.S. dollar
|
|
79.0
|
|
|
June 2018
|
Canadian dollar
|
|
80.5
|
|
|
U.S. dollar
|
|
61.0
|
|
|
June 2018
|
Japanese yen
|
|
4,077.9
|
|
|
U.S. dollar
|
|
35.7
|
|
|
June 2018
|
Mexican peso
|
|
335.4
|
|
|
U.S. dollar
|
|
18.3
|
|
|
March 2017
|
Australian dollar
|
|
20.0
|
|
|
U.S. dollar
|
|
14.6
|
|
|
March 2017
|
U.S. dollar
|
|
28.0
|
|
|
Japanese yen
|
|
3,013.0
|
|
|
November 2016
|
Period
|
|
Total
Number
of Shares
Purchased (1)
|
|
Average
Price
Paid per
Share
|
|
Total Number of Shares
Purchased as Part
of Publicly
Announced Programs
|
|
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Programs (2)
|
||||||
April 3, 2016 - July 2, 2016
|
|
18,808
|
|
|
$
|
43.42
|
|
|
18,600
|
|
|
$
|
824,158,481
|
|
Total
|
|
18,808
|
|
|
|
|
|
18,600
|
|
|
|
|
Exhibit
Number
|
|
Document Description
|
|
|
|
3.1
|
|
Third Amended and Restated Certificate of Incorporation of Fossil, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 25, 2010).
|
|
|
|
3.2
|
|
Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 28, 2013).
|
|
|
|
3.3
|
|
Fourth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on May 28, 2013).
|
|
|
|
3.4
|
|
Amendment No. 1 to Fourth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 20, 2014).
|
|
|
|
10.1(1)
|
|
Amendment to the Restricted Stock Unit Award Under the Fossil Group, Inc. 2008 Long-Term Incentive Plan.
|
|
|
|
10.2(1)
|
|
Amendment to the Stock Appreciation Rights Award Under the Fossil Group, Inc. 2008 Long-Term Incentive Plan.
|
|
|
|
10.3(1)
|
|
Amendment to the Restricted Stock Unit Award Under the Fossil Group, Inc. 2008 Long-Term Incentive Plan for Performance Grants.
|
|
|
|
10.4(1)
|
|
Restricted Stock Unit Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan.
|
|
|
|
10.5(1)
|
|
Stock Appreciation Rights Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan.
|
|
|
|
10.6(1)
|
|
Restricted Stock Unit Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan for Performance Grants.
|
|
|
|
31.1(1)
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
31.2(1)
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
32.1(2)
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2(2)
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS(1)
|
|
XBRL Instance Document.
|
|
|
|
101.SCH(1)
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.DEF(1)
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.CAL(1)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB(1)
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE(1)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
FOSSIL GROUP, INC
.
|
|
|
August 11, 2016
|
/S/ DENNIS R. SECOR
|
|
Dennis R. Secor
|
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal financial and accounting officer duly authorized to sign on behalf of the Registrant)
|
Exhibit
Number
|
|
Document Description
|
|
|
|
3.1
|
|
Third Amended and Restated Certificate of Incorporation of Fossil, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 25, 2010).
|
|
|
|
3.2
|
|
Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 28, 2013).
|
|
|
|
3.3
|
|
Fourth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on May 28, 2013).
|
|
|
|
3.4
|
|
Amendment No. 1 to Fourth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 20, 2014).
|
|
|
|
10.1(1)
|
|
Amendment to the Restricted Stock Unit Award Under the Fossil Group, Inc. 2008 Long-Term Incentive Plan.
|
|
|
|
10.2(1)
|
|
Amendment to the Stock Appreciation Rights Award Under the Fossil Group, Inc. 2008 Long-Term Incentive Plan.
|
|
|
|
10.3(1)
|
|
Amendment to the Restricted Stock Unit Award Under the Fossil Group, Inc. 2008 Long-Term Incentive Plan for Performance Grants.
|
|
|
|
10.4(1)
|
|
Restricted Stock Unit Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan.
|
|
|
|
10.5(1)
|
|
Stock Appreciation Rights Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan.
|
|
|
|
10.6(1)
|
|
Restricted Stock Unit Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan for Performance Grants.
|
|
|
|
31.1(1)
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2(1)
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1(2)
|
|
Certification of Chief Executive Officer Pursuant to Section 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2(2)
|
|
Certification of Chief Financial Officer Pursuant to Section 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS(1)
|
|
XBRL Instance Document.
|
|
|
|
101.SCH(1)
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.DEF(1)
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.CAL(1)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB(1)
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE(1)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Fossil Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
August 11, 2016
|
/s/ KOSTA N. KARTSOTIS
|
|
Kosta N. Kartsotis
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Fossil Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
August 11, 2016
|
/s/ Dennis R. Secor
|
|
Dennis R. Secor
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Dated: August 11, 2016
|
By:
|
/s/ Kosta N. Kartsotis
|
|
Name:
|
Kosta N. Kartsotis
|
|
Title:
|
Chief Executive Officer
|
Dated: August 11, 2016
|
By:
|
/s/ Dennis R. Secor
|
|
Name:
|
Dennis R. Secor
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|