TPR · Tapestry

370 filings

TPR SEC Filings

Tapestry - 370 total filings

Filing record · 2016–202610-K1110-Q328-K145

Showing 1–50 of 370 filings

Tapestry Annual Report, Year Ended Jun 27, 2026

Tapestry, Inc. (NYSE: TPR) reported fiscal 2026 (52 weeks ended June 27, 2026) net sales of $8.00 billion, up 14.2% from $7.01 billion in fiscal 2025, with Coach driving growth (Coach net sales rose 23.5% to $6.91 billion) while Kate Spade net sales fell 10.2% to $1.07 billion. Operating income rose to $1.91 billion (23.9% of net sales) from $415.0 million, though the prior year included $854.8 million of Kate Spade impairment charges. Net income was $1.53 billion, or $7.27 per diluted share, versus $183.2 million, or $0.82, in fiscal 2025. On a non-GAAP basis, excluding items affecting comparability, net income was $1.48 billion, or $7.05 per diluted share, compared with $1.13 billion, or $5.10, in fiscal 2025. The company completed the sale of the Stuart Weitzman business to Caleres, Inc. on August 4, 2025 for a final price of $109.1 million, leaving two reportable segments, Coach and Kate Spade. It introduced its 2028 growth strategy, Amplify, in the first quarter of fiscal 2026. Gross margin expanded 240 basis points to 77.8%, and the company stated that fiscal 2026 gross margin was negatively impacted by approximately 130 basis points from tariffs on an adjusted basis. Cash from operations increased to $1.98 billion, and the company repurchased $1.55 billion of common stock and paid $326.1 million in dividends during the year. Balance-sheet items warrant attention: consolidated debt was approximately $2.38 billion, stockholders' equity fell to $692.1 million, and the filing discloses an IEEPA tariff refund receivable of $114.7 million, with the timing of collection dependent on the CBP and U.S. Treasury refund process. Tariff uncertainty remains significant, including a 10% Section 122 tariff that expired on July 24, 2026 and a Section 301 remedy imposing new rates of 10% to 12.5% on most imports from certain countries.

Aug 13, 2026 8-K

Tapestry 8-K Report, Financial Results (Aug 13, 2026)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2026 fourth-quarter and full-year results for the periods ended June 27, 2026, as furnished in Exhibit 99.1 to this Form 8-K dated August 13, 2026. Fourth-quarter net sales were $1.88 billion, up 9% reported and 8% on a constant currency basis, or 12% and 11% on a pro forma basis excluding Stuart Weitzman. Coach brand revenue grew 15% in the quarter, while Kate Spade declined 7%. For the full year, net sales were $8.00 billion, up 14% reported, with pro forma growth of 18%. GAAP diluted EPS was $1.68 for the quarter and $7.27 for the year, while non-GAAP diluted EPS was $1.32 and $7.05, respectively. Non-GAAP operating margin expanded to 19.3% in the quarter and 23.4% for the year. Items affecting comparability, including IEEPA tariff refunds, increased full-year GAAP operating income by $49 million. The company returned $1.7 billion to shareholders in fiscal 2026 through dividends of $326 million and share repurchases of $1.35 billion. The Board approved a 16% dividend increase to a quarterly rate of $0.4625 per share, implying an anticipated annual rate of $1.85. For fiscal 2027, Tapestry expects revenue of $8.4 billion to $8.5 billion, non-GAAP EPS of $7.80 to $7.90, and adjusted free cash flow approaching $1.7 billion, and it expects to return approximately $1.7 billion to shareholders, including $1.35 billion in share repurchases. The balance sheet showed $1.15 billion in cash and short-term investments, $2.38 billion in total borrowings, and a leverage ratio of 1.1x at fiscal year-end.

Aug 13, 2026 8-K

Tapestry 8-K Report, Financial Results (May 7, 2026)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2026 third-quarter results for the quarter ended March 28, 2026, as furnished in Exhibit 99.1 to this Form 8-K. Net sales were $1.92 billion, up 21% on a reported basis and 19% in constant currency; on a pro forma basis, excluding Stuart Weitzman, sales rose 25% reported and 23% constant currency. Coach brand net sales increased 31% (29% constant currency) to $1.70 billion, while Kate Spade net sales declined 10% to $219.6 million. GAAP diluted EPS was $1.65, up 74%, and non-GAAP diluted EPS was $1.66, up 62%. GAAP operating margin was 22.3%, up 630 basis points, and non-GAAP operating margin was 22.4%, up 490 basis points. The company raised its fiscal 2026 outlook on a non-GAAP basis. Revenue is now expected in the area of $7.95 billion, up from prior guidance of over $7.75 billion, and operating margin is expected at approximately 23%, up from prior guidance of about a 180 basis point increase. EPS is now expected in the area of $6.95, versus prior guidance of $6.40 to $6.45, and adjusted free cash flow is expected to approach $1.6 billion, versus prior guidance of about $1.5 billion. Tapestry also increased its planned fiscal 2026 shareholder returns to $1.6 billion, up from $1.5 billion, comprising a quarterly dividend of $0.40 per share and approximately $1.3 billion in share repurchases, up from $1.2 billion. At March 28, 2026, cash, cash equivalents and short-term investments totaled $1.07 billion, total borrowings were $2.38 billion, and the leverage ratio was 1.1x. The company expects to report fiscal fourth-quarter and full-year results on August 13, 2026.

May 7, 2026 10-Q

Tapestry Quarterly Report for Q3 Ended Mar 28, 2026

Tapestry, Inc. (TPR) reported third-quarter fiscal 2026 results for the 13 weeks ended March 28, 2026, with net sales of $1.92 billion, up 21.2% or $336.0 million from $1.58 billion a year earlier. Coach drove the growth, with net sales up 31.5% to $1.70 billion, while Kate Spade net sales fell 10.3% to $219.6 million. Operating income rose to $427.5 million from $253.7 million, and net income increased 69.1% to $343.8 million, or $1.65 per diluted share. The company attributed the quarter's results in part to the Stuart Weitzman Business divestiture completed on August 4, 2025, for a final purchase price of $109.1 million. Excluding items affecting comparability, diluted EPS was $1.66 versus $1.03 a year earlier. For the first nine months of fiscal 2026, net sales rose 15.9% to $6.13 billion and net income rose 68.5% to $1.18 billion, or $5.58 per diluted share. Net cash provided by operating activities was $1.46 billion, compared with $769.8 million a year earlier. Share repurchases totaled $1.25 billion in the nine-month cash flow statement, and the company had $2.19 billion of remaining authorization under its 2026 Share Repurchase Program as of March 28, 2026. Balance sheet items to note include cash and cash equivalents of $1.05 billion, long-term debt of $2.38 billion, no borrowings under the $2.00 billion revolving credit facility, and total stockholders' equity of $682.4 million, down from $857.8 million at June 28, 2025. The filing also cites tariff-related gross margin pressure of approximately 180 basis points in the quarter and approximately 150 basis points for the nine months, and a securities class action that was dismissed without prejudice on March 31, 2026 and subsequently amended on April 30, 2026.

May 7, 2026 8-K

Tapestry 8-K Report, Executive Changes (Apr 6, 2026)

Tapestry, Inc. (NYSE: TPR) filed this Current Report on Form 8-K dated April 6, 2026, to disclose a board change. On April 6, 2026, the Board increased its size from ten to eleven members and elected Matthew (Matt) Madrigal as a director, effective the same day. The filing states that the appointment brings the Board to eleven members, including ten independent directors. Mr. Madrigal is Chief Technology Officer of Pinterest, Inc., and the filing describes his background in technology, e-commerce, and consumer engagement, including prior roles at Google, Fanatics, Williams-Sonoma, and eBay. Under the Company's standard non-employee director compensation arrangements, Mr. Madrigal will receive an annual cash retainer of $100,000 and an annual equity grant with a grant-date fair market value of $200,000, paid entirely in restricted stock units (RSUs) on the date of the annual stockholders meeting. Those annual awards vest in full one year after grant, subject to continued service. He will also receive an initial equity award with a grant-date fair market value of $200,000 on April 6, 2026, entirely in RSUs, which vests on the one-year anniversary of the grant date. The filing states that there are no arrangements or understandings under which Mr. Madrigal was selected as a director and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. CEO Joanne Crevoiserat said his expertise will help drive the Company's Amplify growth agenda, and Board Chair Anne Gates welcomed his perspective on scaling global consumer platforms.

Apr 6, 2026 10-Q

Tapestry Quarterly Report for Q2 Ended Dec 27, 2025

Tapestry, Inc. (TPR) reported net sales of $2.50 billion for the second quarter of fiscal 2026 ended December 27, 2025, up 14.0% or $307.0 million from $2.20 billion a year earlier. Coach net sales rose 25.3% to $2.14 billion, while Kate Spade net sales fell 13.6% to $360.0 million. Stuart Weitzman, sold to Caleres, Inc. on August 4, 2025, contributed no sales in the quarter. Operating income rose $223.6 million to $716.4 million, with operating margin of 28.6% versus 22.4%. Net income was $561.3 million, or $2.68 per diluted share, compared with $310.4 million, or $1.38 per diluted share, in the prior-year quarter, which included $197.6 million of pre-tax Capri Acquisition-related expenses. On a non-GAAP basis, excluding items affecting comparability, diluted EPS was $2.69 versus $2.00. The filing notes that tariffs and the removal of the de minimis exemption reduced gross margin by approximately 190 basis points in the quarter and 140 basis points for the six months. Kate Spade's operating margin fell to 4.5% from 16.4%, driven by higher tariffs, unfavorable channel mix and higher marketing spend. For the six months, operating cash flow was $1.19 billion, and the company repurchased $900.0 million of common stock, leaving $2.34 billion of authorization under the 2026 Share Repurchase Program. Cash and cash equivalents were $1.05 billion against $2.38 billion of long-term debt, and total stockholders' equity was $551.2 million. The company introduced its 2028 growth strategy, Amplify, in the first quarter of fiscal 2026. Management states that cash flows, credit lines and on-hand cash will provide adequate funds for fiscal 2026 and beyond. The company also disclosed a securities class action, filed in the District of Delaware, related to the terminated Capri Acquisition, and says it intends to defend itself vigorously.

Feb 5, 2026 8-K

Tapestry 8-K Report, Financial Results (Feb 5, 2026)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2026 second-quarter results for the quarter ended December 27, 2025, with net sales of $2.50 billion, up 14% from the prior year on both a nominal and constant currency basis. Excluding Stuart Weitzman, which was divested on August 4, 2025, pro forma net sales rose 18%, led by a 25% gain at Coach, while Kate Spade declined 14%. GAAP operating margin was 28.6%, up 620 basis points, and GAAP diluted EPS was $2.68 versus $1.38 a year earlier, an increase of 94%. Non-GAAP diluted EPS was $2.69, up 34%. Management cited a 110 basis point gross margin improvement, which absorbed a negative tariff and duty impact of 190 basis points. The company raised its fiscal 2026 outlook. Revenue is now expected to be over $7.75 billion, versus prior guidance of about $7.3 billion. Non-GAAP EPS guidance is $6.40 to $6.45, up from $5.45 to $5.60, and adjusted free cash flow is now expected to be about $1.5 billion, up from $1.3 billion. Operating margin expansion is now expected to be about 180 basis points, compared with prior guidance of about 50 basis points. The company also increased planned shareholder returns to $1.5 billion for fiscal 2026, including about $1.2 billion of share repurchases, up from $1.0 billion previously. Balance sheet metrics remained solid. Cash, cash equivalents and short-term investments totaled $1.08 billion, total borrowings were $2.40 billion, and the leverage ratio was 1.2x. Operating cash flow for the quarter was $1.08 billion, compared with $506 million a year earlier. The company also declared a quarterly dividend of $0.40 per share, payable March 23, 2026.

Feb 5, 2026 8-K

Tapestry 8-K Report, Shareholder Vote Results (Nov 14, 2025)

Tapestry, Inc. reported the results of its Annual Meeting of Stockholders, held on November 13, 2025, in an Item 5.07 Form 8-K filed November 14, 2025. Stockholders voted on three proposals: the election of directors, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 27, 2026, and a non-binding advisory vote on executive compensation as described in the 2025 Proxy Statement. The filing reports the vote counts for each item but does not state the outcome of any proposal beyond the tallies. All ten director nominees received more votes for than against, though support varied. Anne Gates received 157,562,258 votes for and 5,080,460 against, and Kevin Hourican received 158,835,531 for and 3,802,373 against. Darrell Cavens received 159,031,908 for and 3,606,282 against. The other seven nominees each received between 162,184,242 and 162,499,170 votes for, with against votes ranging from 139,642 to 976,455. Each nominee also had 20,247,280 broker non-votes. The auditor ratification received 173,156,703 votes for, 9,704,124 against, and 226,629 abstaining. On the advisory say-on-pay proposal, 146,147,336 votes were cast for, 16,387,143 against, and 305,697 abstaining, with 20,247,280 broker non-votes. The say-on-pay vote shows the largest opposition of the three proposals, which investors may wish to monitor in future compensation discussions.

Nov 14, 2025 10-Q

Tapestry Quarterly Report for Q1 Ended Sep 27, 2025

Tapestry, Inc. (TPR) reported first-quarter fiscal 2026 results for the 13 weeks ended September 27, 2025, with net sales of $1,704.6 million, up 13.1% or $197.1 million from $1,507.5 million a year earlier. Coach drove the growth, with net sales up 22.1% to $1.43 billion, while Kate Spade net sales declined 8.1% to $260.2 million. Gross margin rose to 76.3% from 75.3%, and operating income increased to $328.2 million from $252.0 million. Net income was $274.8 million, or $1.28 per diluted share, versus $0.79 a year earlier. Excluding items affecting comparability, which the company identified as Stuart Weitzman divestiture costs and organizational efficiency costs, net income was $297.1 million, or $1.38 per diluted share. The balance sheet shifted toward shareholder returns and a smaller portfolio. The company completed the sale of the Stuart Weitzman Business to Caleres, Inc. on August 4, 2025, for total cash consideration of $105.0 million, and repurchased $500.0 million of common stock during the quarter under its share repurchase programs, with a further $195.7 million cash settlement completing the prior accelerated share repurchase agreement. Cash and cash equivalents fell to $719.5 million from $1,100.0 million, and total stockholders' equity declined to $399.5 million from $857.8 million. Commercial paper borrowings of $240.0 million were outstanding at quarter-end under a new $2.00 billion Commercial Paper Program supported by the Amended Revolving Credit Facility, which had no borrowings outstanding. Management reported that tariffs and the removal of the de minimis exemption reduced gross margin by approximately 70 basis points in the quarter. The company introduced its 2028 growth strategy, called Amplify, and expects fiscal 2026 capital expenditures and cloud computing costs of approximately $200.0 million. The filing also discloses two putative securities class actions related to the terminated Capri Acquisition, which the company intends to vigorously defend.

Nov 6, 2025 8-K

Tapestry 8-K Report, Financial Results (Nov 6, 2025)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2026 first quarter results for the period ended September 27, 2025, with net sales of $1.70 billion, up 13% versus the prior year (12% on a constant currency basis). Excluding Stuart Weitzman, which was sold on August 4, 2025, pro forma net sales rose 16% to $1.69 billion. Coach was the primary driver, with net sales of $1.43 billion, up 22% reported (21% constant currency), while Kate Spade declined 8% to $260.2 million. GAAP diluted EPS was $1.28, up from $0.79, and non-GAAP diluted EPS was $1.38, up 35% from $1.02. GAAP operating margin was 19.3% and non-GAAP operating margin was 20.9%, a 200 basis point improvement that included a 110 basis point favorable impact from the Stuart Weitzman divestiture. Management raised its fiscal 2026 outlook. Revenue is now expected to be in the area of $7.3 billion, representing 4% to 5% reported growth, and non-GAAP EPS is now guided to $5.45 to $5.60, up from prior guidance of $5.30 to $5.45. Adjusted free cash flow is expected to be $1.3 billion. The company expects to return $1.3 billion to shareholders in fiscal 2026 through dividends and share repurchases, with planned buybacks increased to approximately $1.0 billion from an original $800 million. During the quarter, Tapestry repurchased over 4.7 million shares for $500 million at an average cost of about $106 per share. Balance sheet metrics included cash, cash equivalents and short-term investments of $743 million, total borrowings of $2.64 billion (including $240 million of commercial paper, a newly established program), and a leverage ratio of 1.5x. Inventory was $1.02 billion, and operating cash flow was $113 million, compared with $120 million a year earlier.

Nov 6, 2025 8-K

Tapestry 8-K Report, Executive Changes (Sep 19, 2025)

Tapestry, Inc. (the Company) filed a Form 8-K dated September 19, 2025, under Item 5.02 (Departure of Directors or Certain Officers). The filing reports that John P. (JP) Bilbrey, a member of the Company's Board of Directors, advised the Company on September 16, 2025 that he will not stand for re-election at the annual meeting of stockholders scheduled for November 13, 2025 (the Annual Meeting). According to the filing, Mr. Bilbrey's decision was not due to any disagreement with the Company on any matter. He will continue to serve on the Board until the Annual Meeting. The filing does not describe any change to Board composition, committee assignments, or compensation arrangements beyond this notice. For investors, the filing is a governance notice. It signals a planned Board departure at the Annual Meeting, and the Company states that the departure does not stem from a dispute with management or the Board.

Sep 19, 2025 8-K

Tapestry 8-K Report, Regulation FD Disclosure (Sep 10, 2025)

On September 10, 2025, Tapestry, Inc. (NYSE: TPR) held its 2025 Investor Day in New York City, where it introduced its "Amplify" growth strategy and long-term financial targets covering Fiscal 2027 and Fiscal 2028. The company expects mid-single-digit annual revenue growth, operating margin expansion to over 22% by Fiscal 2028 (an increase of over 200 basis points versus Fiscal 2025), and low-double-digit diluted EPS growth in Fiscal 2027 and Fiscal 2028. The Fiscal 2026 outlook provided with fourth-quarter results in mid-August is unchanged, and the targets exclude one-time costs tied to the sale of Stuart Weitzman, which closed on August 4, 2025, as well as non-recurring costs from organizational efficiency efforts. Capital returns are a central part of the plan. Tapestry plans to return $4 billion to shareholders through Fiscal 2028 via dividends and share repurchases, which the company expects to represent 100% of adjusted free cash flow over FY26 through FY28. The annual dividend is expected to remain $1.60 per share in Fiscal 2026, with a payout ratio of approximately 30% through Fiscal 2028. The Board authorized a new share repurchase program of up to $3.00 billion, which replaces the program reported on the company's November 12, 2021 Form 8-K. By brand, Coach is expected to deliver a three-year mid-single-digit revenue CAGR with operating margin expanding to a mid-30% rate, and the company has a longer-term ambition for Coach to reach $10 billion in revenue. Kate Spade is expected to return to profitable topline growth in Fiscal 2027, accelerate to mid-single-digit revenue growth, and reach a high single-digit operating margin in Fiscal 2028. The company notes that the non-GAAP targets cannot be fully reconciled to GAAP because certain items have not yet occurred and cannot be reasonably estimated.

Sep 10, 2025 8-K

Tapestry 8-K Report, Executive Changes (Aug 20, 2025)

In an 8-K filed August 20, 2025, Tapestry, Inc. (TPR) reports that on August 18, 2025, the Human Resources Committee of its Board of Directors approved a one-time special equity grant to Chief Executive Officer Joanne Crevoiserat with a target grant date fair value of $15 million. The grant was made under the Company's 2018 Stock Incentive Plan and is split equally between performance-based restricted stock units (PRSUs), which vest based on achievement of a target non-GAAP earnings per share for fiscal year 2028, and time-based restricted stock units (RSUs). Both components vest on the third anniversary of the grant date. The Committee stated that the award is intended to incentivize Ms. Crevoiserat to continue delivering durable growth and shareholder value, and to support long-term talent retention and succession planning. The Committee cited her sustained high performance, strategic leadership and record of shareholder value creation, and noted that she will receive retirement treatment on her existing and upcoming annual equity grants in November 2025, upon reaching age 62 with over five years of service. The filing describes the award as not part of her regular annual compensation. The special grant carries more restrictive service conditions than standard equity awards. It is forfeited entirely upon retirement, voluntary termination without Good Reason, or termination for cause. Pro-rata vesting applies on involuntary termination without cause or voluntary termination with Good Reason, and full vesting applies on death or disability. The grant is governed by the Agreements for the Special Grant and her Letter Agreement dated October 24, 2020.

Aug 20, 2025 10-K

Tapestry Annual Report, Year Ended Jun 28, 2025

Tapestry, Inc. reported fiscal 2025 net sales of $7.01 billion, up 5.1% from $6.67 billion, with Coach driving growth. Coach net sales rose 9.9% to $5.60 billion, while Kate Spade net sales fell 10.3% to $1.20 billion and Stuart Weitzman fell 10.9% to $215.1 million. Gross margin improved 210 basis points to 75.4%, mainly from net pricing improvements. Reported results were hit by $984.5 million of items affecting comparability, chiefly $854.8 million of Kate Spade impairment charges and $268.4 million of Capri Acquisition costs. Operating income fell to $415.0 million from $1.14 billion, and net income fell to $183.2 million, or $0.82 per diluted share, from $816.0 million, or $3.50. Excluding these items, the company reported net income of $1.13 billion, or $5.10 per diluted share. The balance sheet changed substantially. Cash and cash equivalents fell to $1.10 billion from $6.14 billion, largely because of debt repayment of $7.16 billion, including the redemption of the Capri Acquisition Senior Notes after the Capri merger was terminated in November 2024. Total debt was approximately $2.39 billion at June 28, 2025. The company issued $1.50 billion of senior unsecured notes due 2030 and 2035 and entered a $2.00 billion unsecured revolving credit facility maturing May 22, 2030. Stockholders' equity declined to $857.8 million from $2.90 billion, reflecting the impairments, a $2.00 billion accelerated share repurchase program, and dividends of $299.3 million. Looking ahead, the company estimates a projected tariff and trade policy impact of approximately 230 basis points to operating margin in fiscal 2026 after mitigating actions. The Stuart Weitzman Business was sold to Caleres, Inc. for $105.0 million, with the sale completed on August 4, 2025. Management plans to present a new long-term growth strategy at an investor day in September 2025.

Aug 14, 2025 8-K

Tapestry 8-K Report, Financial Results (Aug 14, 2025)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2025 fourth-quarter and full-year results for the periods ended June 28, 2025, as furnished in Exhibit 99.1 to this Form 8-K. Fourth-quarter net sales rose 8% to $1.72 billion, led by a 14% gain at Coach, while full-year net sales reached a record $7.01 billion, up 5%, with Coach up 10%. GAAP results were heavily affected by $855 million in impairment charges on the Kate Spade indefinite-lived brand intangible asset and goodwill. GAAP net loss for the quarter was $517 million (diluted EPS of ($2.49)), while non-GAAP quarterly diluted EPS was $1.04. For the full year, GAAP diluted EPS was $0.82 and non-GAAP diluted EPS was $5.10, and the company stated it exceeded its non-GAAP EPS outlook. The company returned $2.3 billion to shareholders in fiscal 2025 through dividends and share repurchases, and its Board approved a 14% dividend increase to a quarterly rate of $0.40 per share (anticipated annual rate of $1.60). Year-end cash, cash equivalents and short-term investments were $1.12 billion against total borrowings of $2.39 billion, with a stated leverage ratio of 1.4x. Full-year cash flow from operating activities was $1.22 billion and adjusted free cash flow was $1.35 billion. For fiscal 2026, Tapestry initiated non-GAAP guidance calling for revenue approaching $7.2 billion, EPS of $5.30 to $5.45 (4% to 7% growth), and adjusted free cash flow approaching $1.3 billion. The outlook includes an approximately 230 basis point tariff and duty headwind, or $160 million, and excludes Stuart Weitzman, which the company sold and which closed on August 4, 2025. An Investor Day is scheduled for September 10, 2025.

Aug 14, 2025 8-K

Tapestry 8-K Report, Material Agreement (May 23, 2025)

On May 22, 2025, Tapestry, Inc. entered into a definitive agreement to refinance and replace its existing unsecured revolving credit facility dated May 11, 2022 with a new $2 billion unsecured revolving credit facility. Bank of America, N.A. serves as administrative agent, with a syndicate of banks and financial institutions as lenders. The new facility matures on May 22, 2030, and may be used for working capital, capital expenditures, permitted investments, share purchases, dividends and other general corporate purposes, including commercial paper back-up. Key terms include an accordion feature allowing commitments to be increased by up to $750 million, multi-currency borrowing in Euros, Pounds Sterling, Japanese Yen and U.S. Dollars, and sublimits of $125 million for standby letters of credit and $50 million for swing line loans. Pricing is determined by a grid tied to a Gross Leverage Ratio (consolidated debt to consolidated EBITDAR), and the company will pay quarterly facility fees. Prepayments and commitment reductions may be made without premium or penalty, other than customary breakage costs. The agreement contains customary negative covenants and a quarterly maximum leverage ratio of 4.0 to 1.0 (consolidated debt minus unrestricted cash above $300 million, to consolidated EBITDAR), which may rise to 4.5 to 1.0 following a material acquisition, subject to limitations. Standard events of default are included, along with a change of control provision. The filing also notes that certain affiliates of the lenders served as agents and/or lenders under the Existing Credit Facility. The company filed the full credit agreement as Exhibit 10.1, with certain annexes and schedules omitted under Item 601(a)(5) of Regulation S-K.

May 23, 2025 10-Q

Tapestry Quarterly Report for Q3 Ended Mar 29, 2025

Tapestry, Inc. (TPR) reported net sales of $1,584.6 million for the third quarter of fiscal 2025 (ended March 29, 2025), up from $1,482.4 million a year earlier, and net income of $203.3 million, up from $139.4 million. Diluted EPS was $0.95 versus $0.60. Operating income rose to $253.7 million from $204.3 million, with gross profit of $1,205.8 million and SG&A of $952.1 million. For the first nine months of fiscal 2025, net sales were $5,287.5 million and net income was $700.3 million, after a $120.1 million loss on extinguishment of debt tied to the terminated Capri Acquisition. Coach was the main driver, with segment net sales of $1,293.5 million in the quarter. Kate Spade net sales were $244.9 million and Stuart Weitzman net sales were $46.2 million, both declining. The balance sheet changed substantially over the period. Cash and cash equivalents fell to $1,037.7 million from $6,142.0 million at June 29, 2024, and long-term debt declined to $2,377.1 million from $6,937.2 million. Financing outflows included $1,665.3 million of share repurchases in the nine months, plus $350.0 million of repurchases not yet settled, and $6,859.9 million of debt repayment. Total stockholders' equity fell to $1,493.8 million from $2,896.9 million. The company also agreed on February 16, 2025 to sell the Stuart Weitzman Business to Caleres, Inc. for $105.0 million in cash, subject to adjustments, with closing expected in the summer of 2025. Management's outlook notes that tariffs announced in the second half of fiscal 2025 are not expected to have a meaningful negative impact on fiscal 2025 results, but could have a material negative impact on fiscal 2026 and beyond depending on trade negotiations. The company also disclosed two putative securities class actions filed in December 2024 and January 2025 relating to the terminated Capri Acquisition, which it intends to defend vigorously.

May 8, 2025 8-K

Tapestry 8-K Report, Financial Results (May 8, 2025)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2025 third-quarter results for the quarter ended March 29, 2025, with net sales of $1.58 billion, up 7% versus the prior year (8% in constant currency). Coach drove the results, with sales of $1.29 billion, up 13% (15% constant currency), while Kate Spade ($244.9 million, down 13%) and Stuart Weitzman ($46.2 million, down 18%) declined. GAAP diluted EPS was $0.95, up from $0.60 a year earlier, and non-GAAP diluted EPS was $1.03, up 27%. GAAP operating income was $254 million (16.0% margin) versus $204 million in the prior year. Net income was $203 million on a GAAP basis. Management raised its fiscal 2025 outlook. Non-GAAP revenue is now expected at approximately $6.95 billion, up 4% on a reported basis, versus prior guidance of about 3% growth. Earnings per diluted share are now expected to be in the area of $5.00, above the prior guidance of $4.85 to $4.90, and adjusted free cash flow is expected at approximately $1.3 billion, versus prior guidance of $1.2 billion. The company continues to expect to return more than $2 billion to shareholders in fiscal 2025 through dividends and share repurchases, and declared a quarterly dividend of $0.35 per share payable June 23, 2025. The balance sheet shows cash, cash equivalents and short-term investments of $1.1 billion against total borrowings of $2.7 billion, a net debt of $1.6 billion and a leverage ratio of 1.6x. The filing also notes the pending sale of the Stuart Weitzman brand, expected to close in the summer of 2025, and an outlook that embeds tariff expectations described as having an immaterial impact on fiscal 2025 results.

May 8, 2025 8-K

Tapestry 8-K Report, Regulation FD Disclosure (Feb 19, 2025)

On February 19, 2025, Tapestry, Inc. (NYSE: TPR) disclosed that on February 16, 2025 it entered into a sale and purchase agreement with Caleres, Inc. under which Caleres will acquire the Stuart Weitzman business for total cash consideration of $105 million, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses. The filing describes the Stuart Weitzman Business as the company's global business of designing, manufacturing, promoting, marketing, distributing, selling and licensing Stuart Weitzman branded products, and the purchaser will acquire certain of its assets and liabilities. The agreement includes customary covenants, including the ordinary-course operation of the business before closing and a one-year, post-closing non-solicitation and no-hire restriction on certain key employees of the Stuart Weitzman Business. Closing is subject to customary conditions, including the absence of a governing order preventing the transaction and a continuing absence of a material adverse effect on the Stuart Weitzman Business. Either party may terminate if the transaction is not consummated by February 16, 2026, and a Transition Services Agreement will be entered into at closing. The press release states that the transaction is expected to close in the summer of 2025. In the accompanying press release, CEO Joanne Crevoiserat said the sale lets Tapestry keep a sharp focus on its largest value creation opportunities, sustaining Coach's leadership and reinvigorating Kate Spade. Caleres' CEO said Caleres expects to operate the brand profitably after integration.

Feb 19, 2025 8-K

Tapestry 8-K Report, Financial Results (Feb 6, 2025)

Tapestry, Inc. (NYSE: TPR) furnished this Form 8-K to report financial results for its fiscal second quarter ended December 28, 2024, with a press release (Exhibit 99.1) announcing record second-quarter revenue of $2.2 billion, up 5% versus the prior year, driven by 10% growth at Coach. Reported diluted EPS was $1.38 and non-GAAP diluted EPS was $2.00, with reported net income of $310 million. Reported gross margin was 74.4%, up from 71.6% a year earlier, and non-GAAP operating income was $548 million. The company recorded $120 million of loss on extinguishment of debt, primarily tied to redeeming acquisition-related debt after the termination of the merger agreement with Capri Holdings Limited. Net debt was $1.7 billion at quarter-end, with a leverage ratio of 1.6x. Tapestry raised its fiscal 2025 outlook. It now expects revenue of over $6.85 billion, non-GAAP diluted EPS of $4.85 to $4.90 (up from $4.50 to $4.55), and adjusted free cash flow of approximately $1.2 billion. The company expects to return more than $2 billion to shareholders in fiscal 2025 through dividends and share repurchases, including a $2 billion accelerated share repurchase program executed during the quarter. The board declared a quarterly dividend of $0.35 per share, payable March 24, 2025. The outlook excludes any impact from the terminated Capri acquisition and assumes no further U.S. Dollar appreciation. The company also noted an expected additional 10% tariff on goods imported from China, which it characterized as immaterial to fiscal 2025 results. Investors should note that the reported figures include acquisition-related costs that reduced net income by $140 million, or $0.62 per diluted share.

Feb 6, 2025 10-Q

Tapestry Quarterly Report for Q2 Ended Dec 28, 2024

Tapestry, Inc. (TPR) reported net sales of $2,195.4 million for the second quarter of fiscal 2025 (ended December 28, 2024), up 5.3% or $110.9 million from $2,084.5 million a year earlier, with growth led by Coach (net sales up 10.9% to $1,709.3 million). Gross margin rose 280 basis points to 74.4%, attributed primarily to net pricing improvements, and operating income increased 10.1% to $492.8 million. Reported net income declined 3.7% to $310.4 million, or $1.38 per diluted share, because of $197.6 million in pre-tax acquisition-related charges tied to the terminated Capri Holdings acquisition, including a $120.1 million loss on extinguishment of debt. Excluding these items, the company reported net income of $450.2 million, or $2.00 per diluted share. The balance sheet changed substantially during the period. Cash and cash equivalents fell to $983.4 million from $6,142.0 million at June 29, 2024, and long-term debt declined to $2,377.4 million from $6,937.2 million, as the company redeemed the Capri Acquisition Senior Notes on November 25, 2024 and repaid other borrowings. Total stockholders' equity dropped to $1,336.5 million from $2,896.9 million, reflecting share repurchases. Tapestry executed a $2.00 billion accelerated share repurchase, receiving an initial delivery of 28,363,766 shares at $56.41 per share, and the company issued $1.50 billion of new senior unsecured notes due 2030 and 2035 in December 2024. For the first six months of fiscal 2025, net cash provided by operating activities was $625.5 million, compared with $901.8 million a year earlier. The company also disclosed that the Capri merger was terminated on November 13, 2024, that two putative securities class actions were filed in December 2024 and January 2025 relating to the proposed acquisition, and that the company intends to vigorously defend them.

Feb 6, 2025 8-K

Tapestry 8-K Report, Material Agreement (Dec 11, 2024)

On December 11, 2024, Tapestry, Inc. (NYSE: TPR) issued $750,000,000 aggregate principal amount of 5.100% senior unsecured notes due 2030 and $750,000,000 aggregate principal amount of 5.500% senior unsecured notes due 2035, totaling $1.5 billion. The notes were issued under a Base Indenture and a First Supplemental Indenture, each dated December 11, 2024, with U.S. Bank Trust Company, National Association, as trustee. Interest on both series is payable semi-annually on March 11 and September 11, beginning September 11, 2025. The offering was made under a Form S-3 shelf registration statement (File No. 333-276823) that became effective upon filing on February 1, 2024. The Indenture limits the company's ability to create certain liens, enter into certain sale and leaseback transactions, and merge or consolidate, or transfer, sell or lease all or substantially all of its assets, subject to stated limitations and exceptions. Per the accompanying press release, the company intends to use the net proceeds, together with cash on hand, to repay outstanding loans under its term loan credit agreement and borrowings under its revolving credit facility. Those borrowings were used to fund share repurchases under the company's accelerated share repurchase agreements, with any remainder going to general corporate purposes. BofA Securities, Morgan Stanley, and J.P. Morgan acted as joint lead book-running managers. For investors, the filing shows a refinancing of bank debt used for share repurchases into longer-dated fixed-rate senior unsecured notes. The filing does not state the net proceeds amount or the amounts of the repaid loans and borrowings.

Dec 11, 2024 8-K

Tapestry 8-K Report, Corporate Update (Dec 5, 2024)

Tapestry, Inc. (NYSE: TPR) announced on December 4, 2024 that it entered into an underwriting agreement with BofA Securities, Inc., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters, for an underwritten public offering of $750,000,000 aggregate principal amount of 5.100% senior unsecured notes due 2030 and $750,000,000 aggregate principal amount of 5.500% senior unsecured notes due 2035. The offering is registered under an automatic shelf registration statement on Form S-3 filed February 1, 2024, and the sale is expected to close on or about December 11, 2024. The company states it intends to use the net proceeds, together with cash on hand, to repay outstanding loans under its term loan credit agreement and borrowings under its revolving credit facility. Those borrowings were used to fund share repurchases under the company's accelerated share repurchase agreements, with remaining proceeds going to general corporate purposes. The filing therefore reflects a refinancing and debt-management step tied to prior buybacks rather than a new use of capital. The filing consists of the underwriting agreement (Exhibit 1.1) and two press releases dated December 4, 2024: a launch announcement (Exhibit 99.1) and a pricing announcement (Exhibit 99.2). The pricing release confirms the same $750.0 million tranches and the December 11, 2024 expected closing. The filing itself does not provide financial statement data, interest cost comparisons, or balance sheet figures.

Dec 5, 2024 8-K

Tapestry 8-K Report, Material Agreement (Nov 22, 2024)

On November 21, 2024, Tapestry, Inc. (NYSE: TPR) entered into accelerated share repurchase (ASR) agreements with Bank of America, N.A. and Morgan Stanley & Co. LLC to repurchase an aggregate of up to $2.0 billion of its common stock under its recently announced share repurchase program. The company will pay $2.0 billion to the Dealers on November 26, 2024 and receive an initial delivery of 28,363,766 shares that day. The final share count will be based on the average daily volume-weighted average price over specified dates, less a discount, and final settlements are scheduled no later than the first quarter of fiscal 2026, ending September 27, 2025. The repurchases are funded with $750.0 million of borrowings under a new senior unsecured term loan facility, approximately $1.0 billion of revolving credit facility borrowings, and cash on hand. The term loan matures six months after funding and bears interest at term SOFR plus 1.125%. The company expects to refinance the term loan with new debt or other existing liquidity. After the ASRs, $800.0 million remains available under the share repurchase authorization approved by the board in May 2022. In a press release furnished as Exhibit 99.1, the company said the ASRs will be completed under its recently expanded $2.8 billion share repurchase authorization and that it expects to return over 100 percent of its free cash flow in fiscal 2025 to shareholders through dividends and share repurchases. The initial delivery is expected to represent approximately 80 percent of the shares expected to be repurchased under the ASR agreements.

Nov 22, 2024 8-K

Tapestry 8-K Report, Shareholder Vote Results (Nov 15, 2024)

Tapestry, Inc. (TPR) filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on November 14, 2024. Stockholders considered four proposals, and a total of 208,168,543 votes were cast. All eleven director nominees were elected, and each received more votes for than against. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 28, 2025, and approved, on a non-binding advisory basis, the executive compensation described in the 2024 Proxy Statement. The director votes show a range of support. Darrell Cavens, Joanne Crevoiserat, David Elkins, Kevin Hourican, Alan Lau, Pamela Lifford, and Annabelle Yu Long each received well over 180 million votes for, with against votes ranging from 135,862 to 1,475,136. John P. Bilbrey had the most against votes among the nominees at 12,403,719, and Anne Gates had 5,095,608 against votes, the second highest. Each director nominee also had 20,709,179 broker non-votes. The auditor ratification received 199,890,581 votes for, 7,948,199 against, and 329,763 abstentions. The say-on-pay advisory vote received 173,757,544 votes for, 13,412,334 against, 289,486 abstentions, and 20,709,179 broker non-votes. For investors, these results indicate that shareholders supported the board slate, the auditor, and the executive compensation program, with a larger minority of opposition on the compensation vote and on a few individual director nominees.

Nov 15, 2024 8-K

Tapestry 8-K Report, Material Agreement (Nov 14, 2024)

Tapestry, Inc. (NYSE: TPR) announced on November 14, 2024 that it has terminated its Agreement and Plan of Merger with Capri Holdings Limited under a Termination Agreement dated November 13, 2024. The parties cited that the outcome of the legal process is uncertain and unlikely to be resolved by the February 10, 2025 outside date. Tapestry will reimburse Capri's expenses of $45,088,675 in cash on November 14, 2024, and the parties have released each other from claims related to the merger. The Company's term loan agreement with Bank of America was also terminated concurrently. To fund the deal, Tapestry is required to redeem all of its outstanding acquisition-related notes, which the press release describes as totaling $6.1 billion, at 101% of principal plus accrued interest, with redemption expected on or about November 25, 2024. The Company expects to fund the redemption with cash on hand. It expects to recognize in the second fiscal quarter of 2024 approximately $57.1 million of unamortized cash flow hedge losses, debt issuance costs and discounts, plus an approximately $61.1 million redemption premium, on a pre-tax basis. Tapestry's Board also authorized a new $2.0 billion share repurchase program, which the Company intends to launch partly as an accelerated share repurchase in the coming weeks, funded by cash on hand and new debt. This is in addition to the $800 million remaining under the May 2022 authorization, for a total of $2.8 billion. The company reaffirmed its Fiscal 2025 outlook issued on November 7, 2024, and stated it expects to maintain its $1.40 annual dividend rate per share, with its next earnings update scheduled for February 6, 2025.

Nov 14, 2024 10-Q

Tapestry Quarterly Report for Q1 Ended Sep 28, 2024

Tapestry, Inc. reported first-quarter fiscal 2025 results (13 weeks ended September 28, 2024) with net sales of $1,507.5 million, essentially flat versus $1,513.2 million a year earlier (down $5.7 million, or 0.4%). Excluding currency effects, net sales were even year over year. Coach net sales rose 1.1% to $1,170.6 million, while Kate Spade fell 6.6% to $283.2 million and Stuart Weitzman rose 2.1% to $53.7 million. Gross margin expanded 280 basis points to 75.3%, driven by net pricing improvements, lower freight costs and favorable currency impacts. However, SG&A rose 4.5% to $882.9 million, leaving operating income roughly unchanged at $252.0 million and net income down 4.3% to $186.6 million, or $0.79 per diluted share. The quarter was dominated by the pending acquisition of Capri Holdings Limited for $57.00 per share in cash, with an expected enterprise value of approximately $8.50 billion. The Company has received all required regulatory approvals except in the United States, where the FTC sued to block the deal. On October 24, 2024, the court granted the FTC's request for a preliminary injunction pending an administrative trial scheduled for December 9, 2024, and the Company and Capri filed a notice of appeal on October 28, 2024. Acquisition costs were $70.8 million pre-tax in the quarter, reducing net income by $55.0 million, or $0.23 per diluted share. Excluding these items, adjusted diluted EPS would have been $1.02 versus $0.93 a year earlier. The balance sheet holds substantial liquidity to fund the deal. Cash and cash equivalents were $6,462.9 million and short-term investments were $842.3 million, while total debt, including current debt, was $7,311.7 million on a carrying basis. The Company issued $6.10 billion of senior notes in November 2023 to finance the acquisition and must redeem them at 101% of principal if the deal does not close by February 10, 2025 or is terminated. Cash flow from operations was $119.5 million, and the Company paid $81.4 million in dividends with no share repurchases during the quarter.

Nov 7, 2024 8-K

Tapestry 8-K Report, Financial Results (Nov 7, 2024)

Tapestry, Inc. (NYSE: TPR) furnished an 8-K on November 7, 2024 announcing results for its fiscal first quarter 2025 ended September 28, 2024. Net sales were $1.51 billion, approximately in line with the prior year on both reported and constant currency bases, which the company described as ahead of its outlook. Gross margin was 75.3% versus 72.5% a year earlier, driven by operational improvements of 180 basis points, a 60 basis point benefit from lower freight expense, and FX tailwinds. Reported diluted EPS was $0.79, while non-GAAP diluted EPS was $1.02 (versus $0.93 non-GAAP in the prior-year period). Reported net income was $186.6 million, and the reconciliation shows $55.0 million of after-tax acquisition costs, primarily financing and professional fees tied to the proposed acquisition of Capri Holdings Limited. By brand, Coach revenue rose 1% reported to $1.17 billion, Kate Spade declined 7% to $283.2 million, and Stuart Weitzman rose 2% to $53.7 million. Europe grew 27%, North America declined 1%, and Japan declined 8% reported. Operating cash flow was $120 million and free cash flow was $94 million. Cash, cash equivalents and short-term investments totaled $7.31 billion, against total borrowings of $7.31 billion, reflecting $6.1 billion in senior notes issued in November 2023 to fund the Capri acquisition. Tapestry raised its fiscal 2025 outlook. Non-GAAP EPS guidance is now $4.50 to $4.55, up from $4.45 to $4.50, and revenue guidance is over $6.75 billion, representing growth of approximately 1% to 2%. The guidance excludes any impact from the proposed Capri acquisition, and the company declared a quarterly dividend of $0.35 per share.

Nov 7, 2024 8-K

Tapestry 8-K Report, Financial Results (Aug 15, 2024)

Tapestry, Inc. (NYSE: TPR) reported results for its fourth quarter and full fiscal year ended June 29, 2024. For the full year, net sales were $6.67 billion versus $6.66 billion in the prior year, with revenue up 1% excluding a roughly 110 basis point currency headwind. Reported gross margin rose to 73.3% from 70.8%, reflecting a 130 basis point benefit from lower freight expense along with operational improvements and FX tailwinds. Reported diluted EPS was $3.50 and non-GAAP diluted EPS was $4.29, compared with $3.88 in the prior year. Coach was the standout brand, with full-year sales of $5.10 billion, while Kate Spade ($1.33 billion) and Stuart Weitzman ($241.5 million) declined. Fourth-quarter net sales were $1.59 billion, down 2% on a reported basis but roughly flat excluding currency. Reported operating income was $235 million, versus $274 million a year earlier, and was weighed down by costs tied to the proposed acquisition of Capri Holdings Limited, including financing charges and professional fees. Reported net interest expense rose to $125 million for the year, reflecting debt issued to finance the deal. Cash, cash equivalents and short-term investments totaled $7.20 billion against total borrowings of $7.24 billion. Operating cash flow was $1.26 billion and free cash flow was $1.15 billion for the year. The Federal Trade Commission filed a lawsuit on April 22, 2024 seeking to block the Capri acquisition, which the company says it will contest. Tapestry's fiscal 2025 outlook assumes no contribution from Capri and projects non-GAAP EPS of $4.45 to $4.50 and revenue in the area of $6.7 billion. The company also maintained its annual dividend rate of $1.40 per share and declared a quarterly dividend of $0.35.

Aug 15, 2024 10-K

Tapestry Annual Report, Year Ended Jun 29, 2024

Tapestry, Inc. (NYSE: TPR) reported fiscal 2024 (52 weeks ended June 29, 2024) net sales of $6.67 billion, up 0.2% or $10.3 million from $6.66 billion in fiscal 2023, with growth of 1.3% excluding currency effects. Gross margin rose 250 basis points to 73.3%, and operating income declined 2.8% to $1.14 billion, with operating margin of 17.1%. Net income fell 12.8% to $816.0 million, or $3.50 per diluted share, reflecting $226.6 million of pre-tax acquisition costs tied to the proposed Capri Holdings acquisition. Excluding those items, net income was $1.00 billion, or $4.29 per diluted share. Coach generated 76.4% of net sales, Kate Spade 20.0% and Stuart Weitzman 3.6%. The most significant item for investors is the pending $8.50 billion enterprise value acquisition of Capri Holdings Limited at $57.00 per share in cash. Tapestry issued $4.50 billion of U.S. dollar senior notes and EUR 1.50 billion of euro notes in November 2023 to finance it, and cash and cash equivalents rose to $6.14 billion at year-end, while total debt reached roughly $7.24 billion. The Federal Trade Commission filed a preliminary injunction action on April 22, 2024 to block the deal, and the company says it has received approvals everywhere except the United States and intends to defend the lawsuit vigorously. If the acquisition is not completed by February 10, 2025 (or a later mutually agreed date), the acquisition notes must be redeemed at 101% of principal. The company suspended share repurchases in August 2023 and paid dividends of $1.40 per share, or $321 million, during fiscal 2024. Operating cash flow was $1.26 billion, up from $975.2 million, and the company's futurespeed 2025 growth strategy continues to prioritize lasting customer relationships, product innovation, omni-channel experiences and global growth. Direct-to-consumer revenues were approximately 87% of net sales and wholesale approximately 12%. Store count declined by 27 to 1,402 locations.

Aug 15, 2024 8-K

Tapestry 8-K Report, Financial Results (Aug 1, 2024)

Tapestry, Inc. (NYSE: TPR) filed this Current Report on Form 8-K on August 1, 2024 to disclose a leadership change at its Kate Spade brand. Liz Fraser, CEO & Brand President of Kate Spade, is leaving the Company. She is eligible for twelve months of base salary, her fiscal year 2024 annual incentive plan payment, and severance treatment of her outstanding equity awards, subject to signing a separation and release agreement. She is expected to remain employed through September 1, 2024. The same day, the Company announced that Eva Erdmann, formerly Global President of Urban Decay at L'Oréal, will join Kate Spade as CEO & Brand President in October 2024. Ms. Erdmann will report directly to Joanne Crevoiserat, Chief Executive Officer of Tapestry, and will join the Company's Executive Committee. The press release describes her as having oversight of all aspects of the Kate Spade business, with a focus on accelerating innovation and sustainable global growth. The filing also states that Tapestry is maintaining its Fiscal 2024 financial outlook and expects to report fourth-quarter and full-year Fiscal 2024 results on August 15, 2024. The filing further references the proposed acquisition of Capri Holdings Limited and a Federal Trade Commission antitrust lawsuit related to that acquisition, both listed among forward-looking risk factors.

Aug 1, 2024 10-Q

Tapestry Quarterly Report for Q3 Ended Mar 30, 2024

Tapestry, Inc. reported third-quarter fiscal 2024 results (quarter ended March 30, 2024) with net sales of $1.48 billion, down 1.8% from $1.51 billion a year earlier, and net income of $139.4 million, or $0.60 per diluted share, versus $186.7 million, or $0.78, in the prior-year quarter. Excluding $67.9 million of pre-tax acquisition costs tied to the proposed Capri Holdings Limited acquisition, the filing states net income was $190.1 million, or $0.81 per diluted share. Gross margin rose 190 basis points to 74.7%, driven by lower freight costs, favorable currency translation and net pricing improvements, while SG&A rose to 60.9% of sales from 57.8%. For the first nine months of fiscal 2024, net sales were $5.08 billion, up 0.8%, and net income was $656.7 million, or $2.82 per diluted share. Cash and cash equivalents rose to $6.98 billion at March 30, 2024, from $726.1 million at July 1, 2023, primarily reflecting $6.1 billion of senior unsecured notes issued to fund the Capri acquisition. Total long-term debt, net, increased to $7.67 billion from $1.64 billion. The proposed $57.00-per-share cash acquisition of Capri, with an expected enterprise value of approximately $8.5 billion, has received regulatory approval in all countries except the United States, and on April 22, 2024 the FTC filed a complaint seeking to enjoin the deal, which the company says is without merit and will defend vigorously. The company also disclosed that it suspended share repurchases in August 2023 in connection with the Capri acquisition and repurchased no shares in the first nine months of fiscal 2024, leaving $800.0 million available under its 2022 repurchase program. Dividends of $0.35 per share were declared in each quarter of the period.

May 9, 2024 8-K

Tapestry 8-K Report, Financial Results (May 9, 2024)

Tapestry, Inc. (NYSE: TPR) reported results for its fiscal third quarter ended March 30, 2024, with net sales of $1.48 billion, compared with $1.51 billion in the prior-year period, a 2% decline on a reported basis. Sales were approximately even with the prior year excluding a currency headwind of about 160 basis points. Gross margin rose to 74.7% from 72.8%, supported by lower freight expense, FX tailwinds and operational improvements. Reported operating income was $204 million (13.8% margin), while non-GAAP operating income was $239 million (16.1% margin), compared with $226 million in the prior-year quarter. Reported diluted EPS was $0.60, and non-GAAP diluted EPS was $0.81, versus $0.78 a year earlier. Results exclude acquisition-related costs of $68 million pre-tax, primarily professional fees and financing charges tied to the proposed acquisition of Capri Holdings Limited. The company maintained its fiscal 2024 EPS outlook of $4.20 to $4.25 on a non-GAAP basis, which it stated replaces all previous guidance. Management expects revenue of over $6.6 billion, approximately in line with the prior year on a reported basis, and free cash flow of approximately $1.1 billion excluding deal-related costs. Year-to-date free cash flow was $937 million, compared with approximately $425 million a year earlier. Total borrowings were $7.70 billion at quarter end, including $6.1 billion of senior notes issued in November 2023 to fund the Capri acquisition. The Federal Trade Commission filed a lawsuit on April 22, 2024 to block the acquisition, which the company says it intends to contest while working to close the transaction in calendar 2024. The Board declared a quarterly cash dividend of $0.35 per share, payable June 24, 2024, and the company continues to expect an anticipated annual dividend rate of $1.40 per share. Greater China sales declined 2% and North America sales declined 3%, while International revenue grew 3% at constant currency. Investors should weigh the strong cash generation and margin gains against the regulatory risk to the pending Capri transaction.

May 9, 2024 8-K

Tapestry 8-K Report, Regulation FD Disclosure (Apr 22, 2024)

Tapestry, Inc. (NYSE: TPR) disclosed in a Form 8-K filed April 22, 2024 that the U.S. Federal Trade Commission filed a complaint in the U.S. District Court for the Southern District of New York on the same day seeking to enjoin its proposed merger with Capri Holdings Limited. The merger agreement, dated August 10, 2023, provides that Merger Sub, a wholly owned subsidiary of Tapestry, will merge into Capri, with Capri surviving as a wholly owned subsidiary of Tapestry. In response, Tapestry issued a press release (Exhibit 99.1) stating it has full confidence in the transaction's pro-competitive merits, that it has strong legal arguments and will present them in court, and that it is working to close the transaction in calendar year 2024. The release describes the FTC as the last regulator yet to approve the deal. For investors, the key development is the litigation risk to a pending transaction. The filing itself does not state the outcome of the action, any deal terms beyond the agreement's existence, or a timeline for the court proceeding.

Apr 22, 2024 8-K

Tapestry 8-K Report, Regulation FD Disclosure (Apr 15, 2024)

Tapestry, Inc. (TPR) filed this Current Report under Item 7.01 (Regulation FD Disclosure) to update investors on its previously announced agreement to acquire Capri Holdings Limited. The Merger Agreement, dated August 10, 2023, was entered into with Sunrise Merger Sub, Inc., a wholly owned subsidiary of Tapestry, and Capri Holdings Limited. Completion remains subject to regulatory clearances and other closing conditions specified in the Merger Agreement. The filing reports two regulatory approvals obtained in April 2024: the Fair Trade Commission of Japan (JFTC) approved the Transaction unconditionally on April 10, 2024, and the European Commission (EC) approved it unconditionally under Article 6(1)(b) of the EU Merger Regulation on April 15, 2024. The company states that the only outstanding antitrust approval or clearance is in the United States, and that the parties have obtained approval or clearance in all other jurisdictions where it is a closing condition. The filing is informational in nature and does not provide updated financial figures, deal value, or a revised closing timeline. Investors should note that the information under Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act, and the filing includes customary forward-looking statements citing risks such as the ability to consummate the transaction on a timely basis and to integrate Capri's operations.

Apr 15, 2024 8-K

Tapestry 8-K Report, Executive Changes (Feb 29, 2024)

Tapestry, Inc. (NYSE: TPR) filed this Form 8-K on February 29, 2024 to report that its Board of Directors increased the size of the Board from nine to eleven members and elected Kevin Hourican and David Elkins as directors, effective the same day. Mr. Hourican was appointed to the Human Resources Committee and Mr. Elkins to the Audit Committee. The filing describes Mr. Hourican as President and CEO of Sysco Corporation and Mr. Elkins as Executive Vice President and CFO of Bristol Myers Squibb, per the accompanying press release. Under the company's standard non-employee director compensation arrangements, each new director will receive an annual cash retainer of $100,000 and an annual equity grant with a grant date fair market value of $170,000, made on the date of the annual stockholders' meeting and split 50% stock options and 50% restricted stock units. Each director will also receive an initial equity award with a grant date fair market value of $170,000 on February 29, 2024, split the same way. Both the annual and initial equity awards vest in full one year from grant, subject to continued service. The press release states that the appointments bring Board membership to eleven, including ten independent directors. Chair Anne Gates and CEO Joanne Crevoiserat cited the directors' experience in global growth, transformation, and M&A. The filing's forward-looking statements reference the proposed acquisition of Capri Holdings Limited, which the company names as a pending transaction.

Feb 29, 2024 8-K

Tapestry 8-K Report, Financial Results (Feb 8, 2024)

Tapestry, Inc. (NYSE: TPR) reported results for its fiscal second quarter ended December 30, 2023. Net sales were $2.08 billion, up 3% on both a reported and constant currency basis from $2.03 billion a year earlier. Gross margin rose to 71.6% from 68.6%, reflecting a 170 basis point benefit from lower freight expense and operational improvements. Reported operating income was $448 million (21.5% margin), and reported diluted EPS was $1.39, compared with $1.36 in the prior year. On a non-GAAP basis, which excludes Capri acquisition costs, diluted EPS was $1.63. The company generated operating cash flow of $827 million and free cash flow of $804 million in the quarter, and ended the period with inventory of $825 million, below the prior year's $976 million. The quarter was heavily shaped by the pending acquisition of Capri Holdings Limited. Reported net interest expense rose to $49 million from $8 million, reflecting debt raised to finance the deal, and the company recorded about $0.24 per diluted share of acquisition-related costs. Tapestry issued $6.1 billion of USD and EUR bonds in November 2023 at an all-in debt interest rate of 6.5%, and total borrowings were $7.74 billion at quarter-end. The State Administration for Market Regulation in China approved the transaction, and the company expects closing in calendar 2024. Long-term debt was $7,714.4 million at quarter-end, compared with $1,635.8 million at July 1, 2023. Management raised its fiscal 2024 non-GAAP EPS outlook to $4.20 to $4.25, representing 8% to 9% growth, and guided to revenue of approximately $6.7 billion and free cash flow of approximately $1.1 billion, excluding deal-related costs. This outlook explicitly excludes any contribution from or costs related to the Capri acquisition. The board declared a quarterly dividend of $0.35 per share, payable March 25, 2024.

Feb 8, 2024 10-Q

Tapestry Quarterly Report for Q2 Ended Dec 30, 2023

Tapestry, Inc. (TPR) reported second-quarter fiscal 2024 results for the three months ended December 30, 2023, with net sales of $2,084.5 million, up 2.9% or $59.1 million from $2,025.4 million a year earlier, and net income of $322.3 million, or $1.39 per diluted share, versus $329.9 million, or $1.36 per diluted share. Operating income rose 7.0% to $447.6 million, but results include $72.4 million of pre-tax acquisition costs tied to the proposed Capri Holdings Limited acquisition, which the filing says would be purchased for $57.00 per share in cash, for an enterprise value of about $8.5 billion, with closing expected during calendar 2024. Excluding items affecting comparability, the filing reports net income of $376.7 million and $1.63 per diluted share. The balance sheet changed substantially during the quarter. Cash and cash equivalents rose to $6,833.1 million from $726.1 million, and long-term debt, net, increased to $7,714.4 million from $1,635.8 million, reflected in $4.5 billion of U.S. dollar senior notes and EUR 1.5 billion of euro senior notes issued in November 2023 to fund the acquisition. Net cash from operating activities for the six months was $901.8 million, compared with $462.4 million a year earlier. The company suspended share repurchases in August 2023 in connection with the Capri transaction and repurchased no shares in the first half of fiscal 2024. For the six months ended December 30, 2023, net sales were $3,597.7 million (up 1.9%), operating income was $700.8 million, and diluted EPS was $2.23. Coach drove growth, with net sales up 6.4% in the quarter, while Kate Spade net sales declined 6.1%. The company says its gross margin expanded to 71.6% in the quarter, largely from lower freight costs and pricing improvements.

Feb 8, 2024 8-K

Tapestry 8-K Report, Material Agreement (Nov 27, 2023)

Tapestry, Inc. (NYSE: TPR) reported in this Form 8-K that it issued $4.5 billion of senior unsecured notes in U.S. dollars and €1.5 billion of senior unsecured notes in euros on November 27, 2023. The USD tranches carry coupons from 7.000% to 7.850% and mature from 2025 to 2033, while the EUR tranches carry coupons from 5.350% to 5.875% and mature from 2025 to 2031. The company states that together with $1.4 billion of delayed draw term loans, excess cash and anticipated future cash flow, it has fully funded its planned $7.5 billion of debt financing for the pending acquisition of Capri Holdings Limited, subject to closing conditions being satisfied. The company says the financing produced an all-in debt interest rate of 6.5%, including its existing debt, consistent with its original expectations. It also states that the $6.6 billion bridge facility was terminated using the note proceeds and cash on hand. Management points to continued double-digit adjusted EPS accretion and consistent cash flow generation, and it targets a gross leverage ratio below 2.5x Debt/adjusted EBITDA within 24 months after closing. The indentures contain covenants that limit the company's ability to create certain liens, enter into certain sale and leaseback transactions, and merge, consolidate, or transfer or sell all or substantially all of its assets, subject to stated exceptions. BofA Securities, Morgan Stanley and J.P. Morgan acted as joint lead book-running managers for the senior notes offerings.

Nov 27, 2023 8-K

Tapestry 8-K Report, Material Agreement (Nov 21, 2023)

Tapestry, Inc. (NYSE: TPR) filed this Form 8-K to report the pricing and underwriting terms of two senior unsecured note offerings that will fund part of its previously announced acquisition of Capri Holdings Limited (the "Capri Acquisition"). On November 15, 2023, the company entered into an underwriting agreement with BofA Securities, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC for $4.5 billion of U.S. dollar senior unsecured notes across five tranches, with maturities from 2025 to 2033 and coupons ranging from 7.000% to 7.850%. On November 16, 2023, it entered into a separate underwriting agreement for €1.5 billion of euro-denominated senior unsecured notes across three tranches due 2025, 2027 and 2031, with coupons of 5.350%, 5.375% and 5.875%. Both offerings are expected to close on or about November 27, 2023. The company intends to use the net proceeds, together with new term loans, additional debt financing, cash on hand, cash held at Capri, and anticipated future cash flow, to pay a portion of the Capri Acquisition consideration and related fees and expenses. Pending closing of the acquisition, proceeds may be invested in cash equivalents or short-term investments. The notes will be unsecured senior obligations ranking equally with the company's existing senior unsecured debt, effectively junior to any future secured debt, and structurally subordinated to subsidiary liabilities, including certain Capri indebtedness assumed at closing. The indentures will limit the company's ability to create certain liens, enter into certain sale and leaseback transactions, and merge or transfer substantially all of its assets. For investors, the filing mainly establishes the scale and cost of financing for the Capri Acquisition. The filing states the offerings are registered under an automatic shelf registration statement filed February 12, 2021, and that the euro notes are intended to be listed on the New York Stock Exchange. The filing notes the euro offering and the dollar offering are not contingent on each other, so one could close without the other, and the press releases state there is no escrow or security interest for noteholders.

Nov 21, 2023 10-Q

Tapestry Quarterly Report for Q1 Ended Sep 30, 2023

Tapestry, Inc. (TPR) reported first-quarter fiscal 2024 results for the three months ended September 30, 2023. Net sales were $1,513.2 million, up 0.4% or $6.7 million from $1,506.5 million a year earlier, with the company stating that excluding foreign currency, net sales increased 1.7% or $25.8 million. Gross profit rose 4.1% to $1,097.7 million, and gross margin expanded to 72.5% from 70.0%, driven mainly by lower freight costs and net pricing improvements. SG&A expenses rose 5.5% to $844.5 million, and operating income was essentially flat at $253.2 million, versus $254.3 million a year earlier. Net income was $195.0 million, or $0.84 per diluted share, compared with $195.3 million, or $0.79 per diluted share, a year earlier. Excluding $26.3 million of pre-tax Capri Acquisition costs, the company reported non-GAAP diluted EPS of $0.93. The filing is dominated by the proposed acquisition of Capri Holdings Limited, agreed August 10, 2023 for $57.00 per share in cash, with an enterprise value the filing states is expected to be approximately $8.5 billion and a closing expected during calendar 2024. Capri's shareholders approved the merger on October 25, 2023. To fund it, Tapestry has secured a bridge facility of up to $6.6 billion (reduced from $8.0 billion), $1.40 billion of new term loans, and a revolving facility increased from $1.25 billion to $2.0 billion. No borrowings were outstanding under these facilities at quarter-end. Share repurchases were suspended in August 2023 and none occurred during the quarter. At September 30, 2023, cash and cash equivalents were $622.1 million, against long-term debt of $1,629.9 million net. Operating cash flow was $75.3 million, compared with a use of $170.4 million a year earlier, and capital expenditures were $20.9 million. The company paid $80.2 million in dividends. Management stated it believes cash flows, credit lines and on-hand cash will be adequate to fund operations and debt service for fiscal 2024 and beyond.

Nov 9, 2023 8-K

Tapestry 8-K Report, Regulation FD Disclosure (Nov 9, 2023)

Tapestry, Inc. filed this Form 8-K to provide financial information about Capri Holdings Limited ("Capri") in connection with its proposed acquisition of Capri under the Agreement and Plan of Merger dated August 10, 2023. Under the merger, Sunrise Merger Sub, Inc. will merge into Capri, with Capri surviving as a wholly owned subsidiary of Tapestry. The filing includes Capri's audited financial statements for fiscal years ended April 1, 2023, April 2, 2022 and March 27, 2021, unaudited condensed statements for the periods ended July 1, 2023 and September 30, 2023, unaudited pro forma condensed combined financial statements, and a supplemental non-GAAP pro forma measure (Exhibit 99.5). The filing states the merger consideration is $57.00 per share in cash, and that the transaction values Capri at an enterprise value of approximately $8.5 billion, with closing expected during calendar year 2024. The pro forma statements show Tapestry's financing plan: approximately $6 billion of senior unsecured notes, $1.4 billion of new term loan facilities, and an assumed $900 million interim revolver draw, with cash on hand and future cash flow also used. Pro forma combined net sales for the three months ended September 30, 2023 are $2,804 million, and pro forma net income is $176 million. For the year ended July 1, 2023, pro forma net sales are $12,149 million and pro forma net income is $731 million. The pro forma Adjusted EBITDA is $576 million for the three months ended September 30, 2023 and $2,510 million for the year ended July 1, 2023. Capri's own results for the three months ended September 30, 2023 show revenue of $1,291 million, down from $1,412 million, and net income of $90 million, down from $224 million. Capri's six-month revenue was $2,520 million against $2,772 million in the prior-year period. On November 3, 2023, the FTC issued a Second Request, which extends the Hart-Scott-Rodino waiting period. The filing also notes that the Merger requires Capri shareholder approval, which was obtained on October 25, 2023, as reported in the subsequent events note.

Nov 9, 2023 8-K

Tapestry 8-K Report, Financial Results (Nov 9, 2023)

Tapestry, Inc. (NYSE: TPR) furnished this Form 8-K to report financial results for its fiscal first quarter ended September 30, 2023, via Exhibit 99.1. Net sales were $1.51 billion, slightly above the prior year's $1.51 billion ($1,506.5 million), with the company stating that excluding a 130 basis point currency headwind, revenue increased approximately 2%. Gross margin expanded to 72.5% from 70.0%, and reported diluted EPS was $0.84 versus $0.79 a year earlier. Non-GAAP diluted EPS was $0.93, which the company says is up 18% versus last year, after excluding $26 million of pre-tax acquisition costs related to the proposed Capri Holdings acquisition. Reported operating income was $253.2 million (16.7% margin), roughly flat with $254.3 million a year earlier, while SG&A rose to $844.5 million. Net income was $195.0 million, unchanged from the prior year. Operating cash flow turned positive at $75.3 million versus an outflow of $170.4 million, and free cash flow was an inflow of $54 million. Inventory fell to $942.5 million from $1.14 billion a year earlier, and total borrowings were $1.65 billion against $638.8 million of cash and short-term investments. Tapestry maintained its fiscal 2024 EPS and operating cash flow outlook, now guiding to revenue of approximately $6.7 billion, non-GAAP EPS of $4.10 to $4.15, and free cash flow of approximately $1.1 billion, excluding deal costs. The outlook excludes the Capri acquisition, which the company expects to close in calendar 2024 after the FTC issued a second request on November 3, 2023. The company also declared a quarterly dividend of $0.35 per share payable December 26, 2023.

Nov 9, 2023 8-K

Tapestry 8-K Report, Corporate Update (Nov 6, 2023)

Tapestry, Inc. (TPR) filed this Form 8-K under Item 8.01 (Other Events) to update investors on its pending acquisition of Capri Holdings Limited. The Merger Agreement, entered into on August 10, 2023, involves Tapestry, a wholly owned BVI subsidiary (Sunrise Merger Sub, Inc.), and Capri Holdings Limited. On November 3, 2023, Tapestry and Capri each received a Second Request for additional information and documentary materials from the Federal Trade Commission (FTC) in its review of the transaction. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Second Request extends the waiting period until 30 days after both companies have substantially complied with the request, unless extended voluntarily by the parties or terminated sooner by the FTC. Both companies expect to respond promptly and to cooperate with the FTC's review. Tapestry continues to expect the transaction to close in calendar year 2024, subject to expiration or termination of the HSR Act waiting period and satisfaction or waiver of the other closing conditions in the Merger Agreement. The filing also includes standard forward-looking statement cautions noting that timing and completion of the deal are subject to risks and uncertainties beyond the parties' control.

Nov 6, 2023 8-K

Tapestry 8-K Report, Shareholder Vote Results (Nov 3, 2023)

Tapestry, Inc. (TPR) filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on November 2, 2023. A total of 203,350,107 votes were cast across four proposals, and the filing reports that 24,373,960 broker non-votes applied to the director election and to the say-on-pay proposal. Stockholders elected all nine director nominees, including John P. Bilbrey, Darrell Cavens, Joanne Crevoiserat, Johanna (Hanneke) Faber, Anne Gates, Thomas Greco, Alan Lau, Pamela Lifford, and Annabelle Yu Long. Each nominee received more votes for than against. Bilbrey recorded the highest number of votes against, at 20,404,364. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 29, 2024, with 193,242,411 votes for and 9,758,139 votes against. On a non-binding advisory basis, stockholders approved the executive compensation described in the 2023 Proxy Statement, with 168,148,746 votes for and 10,593,876 votes against. On the frequency of future say-on-pay votes, 174,600,728 votes favored an annual vote, compared with 4,054,804 for three years and 130,336 for two years. Following these results, the Board of Directors will continue to hold an annual advisory vote on executive compensation until the next frequency vote.

Nov 3, 2023 8-K

Tapestry 8-K Report, Executive Changes (Sep 19, 2023)

Tapestry, Inc. (TPR) disclosed in this Form 8-K, dated September 19, 2023, that director David Denton will not stand for re-election to the Board of Directors at the Company's annual meeting of stockholders for fiscal year 2023, scheduled for November 2, 2023. Mr. Denton advised the Board and the Company on September 13, 2023, that after more than nine years of service, he is stepping away due to other professional obligations. The filing states that Mr. Denton's decision was not due to any disagreement with the Company on any matter. He will continue to serve on the Board until the Annual Meeting. For investors, this is a routine board-succession disclosure with no stated financial impact, no new appointments, and no changes to compensation arrangements reported in the filing.

Sep 19, 2023 8-K

Tapestry 8-K Report, Material Agreement (Sep 1, 2023)

Tapestry, Inc. entered into a series of credit agreements on August 30, 2023 to finance its previously announced acquisition of Capri Holdings Limited under an Agreement and Plan of Merger dated August 10, 2023. The company amended its existing credit agreement, originally dated May 11, 2022 with Bank of America, N.A. as administrative agent, to increase the aggregate revolving facility commitments from $1.25 billion to $2.0 billion. Up to $250 million of the revolver is available on a funds certain basis for the Capri acquisition purchase price, repayment of certain Capri indebtedness, and related fees and expenses. The company also entered into a new Term Loan Credit Agreement committing $1.05 billion of unsecured three-year term loans and $350 million of unsecured five-year term loans, with an uncommitted accordion of up to $300 million. The filing states that Tapestry plans to use these term loans for the same Capri acquisition financing purposes. The company's existing $8.0 billion 364-day bridge facility commitment was reduced to $6.6 billion as a result of the term loan commitments. After the acquisition closes, Tapestry must maintain a maximum Net Leverage Ratio, tested quarterly, of 4.75 to 1.00 until June 28, 2025, 4.50 to 1.00 until June 27, 2026, and 4.00 to 1.00 thereafter. The revolver and term loans carry the same negative covenants and events of default as the existing facility, so the new financing adds substantial leverage tied to the Capri deal.

Sep 1, 2023 8-K

Tapestry 8-K Report, Financial Results (Aug 17, 2023)

Tapestry, Inc. (NYSE: TPR) reported fourth-quarter and fiscal 2023 results for the period ended July 1, 2023, in a press release furnished as Exhibit 99.1. Fourth-quarter net sales were $1.62 billion, flat versus the prior year and up 1% excluding a 180 basis point currency headwind. Gross margin expanded to 72.4% from 68.9%, and diluted EPS rose to $0.95 from $0.75. For the full year, net sales were $6.66 billion versus $6.68 billion, and diluted EPS was a record $3.88 versus $3.17 in the prior year. Net income was $936 million, and free cash flow was $791 million. The company also returned approximately $1 billion to shareholders in fiscal 2023 through $700 million of share repurchases and $283 million of dividends. The Board approved a quarterly dividend of $0.35 per share for fiscal 2024, an increase of 17% and an anticipated annual rate of $1.40 per share. Share repurchases are suspended ahead of the planned acquisition of Capri Holdings Limited, which the filing says is expected to close in calendar 2024, and remain suspended until gross Debt/EBITDA falls under 2.5x. For fiscal 2024, Tapestry guided to revenue approaching $6.9 billion, an increase of approximately 3% to 4%, and diluted EPS of $4.10 to $4.15, growth of approximately 6% to 7%. The guidance excludes any contribution from the Capri acquisition and includes a $0.10 negative impact from the suspended buybacks. The company said it cannot reconcile its non-GAAP outlook to GAAP without unreasonable effort.

Aug 17, 2023 10-K

Tapestry Annual Report, Year Ended Jul 1, 2023

Tapestry, Inc. (NYSE: TPR) reported fiscal 2023 (52 weeks ended July 1, 2023) net sales of $6.66 billion, down 0.4% or $23.6 million from $6.68 billion in fiscal 2022, while net income rose to $936.0 million from $856.3 million and diluted EPS increased to $3.88 from $3.17. Growth came from the Coach brand, whose net sales rose 0.8% to $4.96 billion (4.5% excluding currency effects), offset by declines at Kate Spade (down 1.8% to $1.42 billion) and Stuart Weitzman (down 11.4% to $281.6 million). Gross margin expanded 120 basis points to 70.8%, primarily from lower freight costs and net pricing improvements, but SG&A rose to 53.1% of net sales, leaving operating margin flat at 17.6%. Operating income was $1.17 billion. The company ended the year with cash and cash equivalents of $726.1 million and consolidated indebtedness of about $1.67 billion. Cash from operations was $975.2 million, and capital expenditures were $184.2 million. Tapestry repurchased $700 million of stock and paid $283.3 million in dividends. Management introduced its 2025 growth strategy, "futurespeed," in fiscal 2023. After the fiscal year end, on August 10, 2023, Tapestry agreed to acquire Capri Holdings Limited for $57.00 per share in cash, an expected total purchase price of about $8.5 billion, with closing expected during calendar 2024. The acquisition is supported by a $8.0 billion bridge loan commitment, and completion is subject to Capri shareholder approval and antitrust clearances. Investors should weigh the proposed deal's potential leverage and integration risks alongside the company's strong cash generation and shareholder returns.

Aug 17, 2023 8-K

Tapestry 8-K Report, Material Agreement (Aug 10, 2023)

On August 10, 2023, Tapestry, Inc. (NYSE: TPR) entered into an Agreement and Plan of Merger with its wholly owned subsidiary Sunrise Merger Sub, Inc. and Capri Holdings Limited under which Capri will become a wholly owned subsidiary of Tapestry. Capri shareholders will receive $57.00 per share in cash, which the filing's press release describes as a total enterprise value of approximately $8.5 billion. The transaction is subject to Capri shareholder approval, Hart-Scott-Rodino and other regulatory approvals, and other customary conditions, has no financing condition, and has an outside date of August 10, 2024, subject to extensions. Capri would pay Tapestry a $240 million termination fee in specified circumstances, including if Capri's board changes its recommendation or it accepts a Superior Proposal. Tapestry has secured an $8.0 billion, 364-day senior unsecured bridge loan commitment from Bank of America, N.A., BofA Securities, Inc., and Morgan Stanley Senior Funding, Inc. The filing states the purchase price is expected to be funded by a combination of senior notes, term loans, and excess Tapestry cash, and that Tapestry will suspend share repurchases to prioritize debt reduction. The company targets leverage below 2.5x Debt/EBITDA within 24 months after closing and a long-term leverage target under 2.5x. The press release states the deal is expected to close in calendar year 2024 and that the combination is expected to be immediately accretive on an adjusted EPS basis. Tapestry also disclosed that its Board approved a 17% increase in its quarterly dividend, which the press release states would result in an anticipated payout of $1.40 per share, or approximately $325 million, in Fiscal Year 2024. Tapestry expects to report fiscal fourth-quarter and full-year 2023 results on August 17, 2023, with annual revenue and diluted EPS consistent with its previously issued guidance range.

Aug 10, 2023