8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 10, 2015

KATE SPADE & COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-10689	13-2842791
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Park Avenue, New York, New York	10016
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (212) 354-4900

(Former name or former address, if changed since last report.)

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

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

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

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

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

ITEM 7.01. REGULATION FD DISCLOSURE.

This Form 8-K is being provided by Kate Spade & Company (the “Company”) in order to set forth certain financial and store count data.

Attached as Exhibit 99.1 to this report are certain presentation materials that are hereby incorporated by reference in this Item 7.01, as follows:

·Disclosure of the historical kate spade new york retail store information for both Company-owned and partner operated retail stores, adjusted to exclude the wind-down operations of the directly operated business in Brazil and to present the retail store operations in the Hong Kong, Macau and Taiwan territories on a consistent basis (reflected as partner operated stores);

·Information on the impact of previously announced strategic initiatives(a) on 2015 budgeted net sales and profitability as presented in Exhibit 99.1 herein and as included in slide 10 of the slides accompanying the Company’s second quarter 2015 conference call and posted to the Company’s website; and

·Information on the impact of previously announced strategic initiatives(a) on the second half of 2015 budgeted net sales as presented in Exhibit 99.1 herein and as presented in the table entitled “Reconciliation of Non-GAAP Net Sales Information” in the Company’s Current Report on Form 8-K, dated August 5, 2015.

(a)Previously announced strategic initiatives include: (i) the discontinuation of KATE SPADE SATURDAY as a stand alone business; (ii) a new business model for the Company’s JACK SPADE brand to leverage the distribution network of its retail partners and expand its e-commerce platform; (iii) the entry into a new distribution agreement for the Company’s operations in Latin America, including Brazil, to leverage the network of its new distribution partner and the related closure of its directly operated stores in Brazil; (iv) the exit of the TRIFARI, TRINA TURK and KENSIE brands in the Company’s Adelington Design Group segment; (v) the conversion of Company’s then wholly-owned businesses in Hong Kong, Macau and Taiwan to a joint venture with Walton Brown, a subsidiary of The Lane Crawford Joyce Group; and (vi) North America quality of sale initiatives.

The information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in, or incorporated by reference into, the attached exhibit, future filings by us with the Securities and Exchange Commission (“SEC”), and oral statements made by, or with the approval of, our authorized personnel, that relate to our future performance or future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements are indicated by words or phrases such as “intend,” “anticipate,” “plan,” “estimate,” “target,” “aim,” “forecast,” “project,” “expect,” “believe,” “we are optimistic that we can,” “current visibility indicates that we forecast,” “contemplation” or “currently envisions” and similar phrases.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control, that could cause actual results to differ materially from those suggested by the forward-looking statements, including, without limitation: our ability to successfully implement our long-term strategic plans; general economic conditions in the United States, Canada, Asia, Europe and other parts of the world; our exposure to currency fluctuations; levels of consumer confidence, consumer spending and purchases of discretionary items, including fashion apparel and related products, such as ours; changes in the cost of raw materials, occupancy, labor, advertising and transportation which could impact prices of our products; our ability to expand into markets outside of the US, including our ability to promote brand awareness in our international markets, find suitable partners in certain of those markets and hire and retain key employees for those markets; our ability to maintain targeted profit margins and levels of promotional activity; our ability to optimize our product offerings, in order to anticipate and respond timely to constantly changing consumer demands and tastes and fashion trends, across multiple brands, product lines, shopping channels and geographies; the impact of the highly competitive nature of the markets within which we operate, both within the US and abroad; issues related to our current level of debt, including an inability to pursue certain business strategies because of the restrictive covenants in the agreements governing our debt and our potential inability to obtain the capital resources needed to operate and grow our business; restrictions in the credit and capital markets, which would impair our ability to access additional sources of liquidity, if needed; our ability to expand our retail footprint with profitable store locations; our ability to implement operational improvements and realize economies of scale in finished product and raw material costs in connection with growth in our business; our ability to expand into new product categories; our ability to successfully implement our marketing initiatives; our ability to complete the wind-down of owned business in Brazil in a satisfactory manner and to manage the associated costs, including the impact on our relationships with our employees, vendors, distributors and landlords and unanticipated expenses and charges that may occur, such as litigation risk, including litigation regarding employment and workers’ compensation; risks associated with the various businesses we have disposed, including compliance with our transition service requirements; our dependence on a limited number of large US department store customers, and the risk of consolidations, restructurings, bankruptcies and other ownership changes in the retail industry and financial difficulties at our larger department store customers; risks associated with decreased diversification of our business as a result of the reduction of our brand portfolio to the KATE SPADE and Adelington Design Group businesses; risks associated with material disruptions in our information technology systems, both owned and licensed, and with our third party e-commerce platforms and operations; risks associated with data security, including privacy breaches; risks associated with credit card fraud and identity theft; our ability

to attract and retain talented, highly qualified executives, and maintain satisfactory relationships with our employees; our ability to adequately establish, defend and protect our trademarks and other proprietary rights; risks associated with the dependence of our Adelington Design Group business on third party arrangements and partners; our reliance on independent foreign manufacturers, including the risk of their failure to comply with safety standards or our policies regarding labor practices; risks associated with having a buying/sourcing agreement which results in a single third party foreign buying/sourcing agent for a significant portion of our apparel products and transitioning buying/sourcing activities for our non-apparel products to an in-house model; risks associated with our arrangement to operate our leased Ohio distribution facility with a third party operations and labor management company that provides distribution operations services, including risks related to increased operating expenses, systems capabilities and operating under a third party arrangement; risks associated with severe weather, natural disasters, public health crises, war, terrorism or other catastrophic events; a variety of legal, regulatory, political, labor and economic risks, including risks related to the importation and exportation of product, tariffs and other trade barriers; our ability to adapt to and compete effectively in the current quota environment in which general quota has expired on apparel products, but political activity seeking to re-impose quota has been initiated or threatened; risks associated with third party service providers, both domestic and overseas, including service providers in the area of e-commerce; limitations on our ability to utilize all or a portion of our US deferred tax assets if we experience an “ownership change”; and the outcome of current and future litigation and other proceedings in which we are involved.

The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All subsequent written and oral forward-looking statements concerning the matters addressed in this exhibit and attributable to us or any person acting on our behalf are qualified by these cautionary statements. Forward-looking statements are based on current expectations only and are not guarantees of future performance, and are subject to certain risks, uncertainties and assumptions, including those described in the attached exhibit, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2015, filed with the SEC, including in the sections entitled “Item 1A-Risk Factors” and “Statement Regarding Forward Looking Statements.” We may change our intentions, beliefs or expectations at any time and without notice, based upon any change in our assumptions or otherwise. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. In addition, some factors are beyond our control. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
99.1	Certain financial and store count information.

SIGNATURE

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

		KATE SPADE & COMPANY
Date: September 10, 2015
	By:	/s/ Thomas Linko
	Name:	Thomas Linko
	Title:	Chief Financial Officer

EXHIBIT LISTING

Exhibit No.	Description
99.1	Certain financial and store count information.

EX-99.1

Exhibit 99.1 KATE SPADE NEW YORK PRO FORMA HISTORICAL STORE INFORMATION 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 kate spade new york North America Specialty 77 82 84 93 92 97 Outlet 42 51 56 57 60 62 Total Store Count 119 133 140 150 152 159 Average Square Feet (in ‘000s) 251 275 314 340 345 358 kate spade new york International Owned Specialty 17 17 20 19 19 19 Concession 43 45 47 49 51 52 Outlet 9 9 9 12 12 12 Total Store Count 69 71 76 80 82 83 Average Square Feet (in ‘000s) 58 62 63 69 71 71 Total kate spade new york Owned Stores Total Owned Stores 188 204 216 230 234 242 Average Owned Square Feet (in ‘000s) 308 337 377 409 415 429 kate spade new york International Partnered Stores Total Partnered Store Count 63 70 75 83 95 106 Total Pro Forma Store Count 251 274 291 313 329 348 Total of 25 store openings in 1H 2015, compr ised of 12 owned and 13 par tner operated stores  On t rack for approximately 50 new stores for ful l year 2015, compr ised of approximately 20 company-owned stores and approximately 30 par tnered stores  Represents the historical kate spade new york retail store information for both Company-owned and partner operated retail stores, adjusted to exclude the wind-down operations of the directly operated business in Brazil and to present the retail store operations in the Hong Kong, Macau and Taiwan territories on a consistent basis (reflected as partner operated stores). ©2015 Kate Spade & Company. All Rights Reserved.

NET SALES & ADJUSTED EBITDA COMPARISON – 2015 TO 2014 As included in Slide 10 of the slides accompanying the Company’s second quarter 2015 conference call ! 2015 net sales, excluding wind-down operations, include a planned decrease compared to 2014 in excess of $125 million  Factors impacting budgeted net sales and Adjusted EBITDA in 2015 as compared to 2014 include: Factors Impacting Budgeted Net Sales & Adjusted EBITDA Decreases to Net Sales* Adjusted EBITDA** Kate Spade Saturday, Jack Spade, ADG and Brazil Actions ~$60 Addition Building Quality of Sale Across All Channels > $15 Reduction Increased Investment in Marketing to Support Building Quality of Sale - Reduction Conversion of Hong Kong, Macau & Taiwan into a JV $28 Neutral Benefit of the 53rd Week $18 Reduction Impact of Foreign Currency Rates ~$10 Reduction Overall Net Impact > $125M Reduction Impact Neutral Putting aside these factors, sales and Adjusted EBITDA, at the mid-point of the guided ranges, would grow in excess of 20% over 2014 (see notes below) * Adjustments to net sales for wind-down operations include net sales for Kate Spade Saturday, Jack Spade brick and mortar, Kate Spade Brazil and the brand exits in our Adelington Design Group segment in both periods. In addition to those items, the impacts of the 53rd week, changes in foreign currency exchange rates and strategic initiatives, including quality of sale and the conversion of the Hong Kong, Macau and Taiwan territories to a joint venture are adjusted in 2014. **Adjusted EBITDA, as presented in the Company's 2015 guidance, excludes the results of wind-down operations, depreciation and amortization, charges due to streamlining initiatives and brand-exiting activities, losses on asset disposals and impairments, acquisition related costs, non-cash share-based compensation expense, income tax provision, interest expense, net, loss on settlement of note receivable, loss on extinguishment of debt and unrealized and certain realized foreign currency gains (losses). The adjusted results for 2015 also exclude a $26 million charge related to the termination of certain contracts with the Company’s former joint venture partner in China. The Company believes this Adjusted EBITDA measure provides a meaningful presentation of its 2015 results on a go-forward basis that is consistent with its 2015 guidance. ©2015 Kate Spade & Company. All Rights Reserved.

NET SALES COMPARISON – 2015 TO 2014 As presented in the table entitled “Reconciliation of Non-GAAP Net Sales Information” in the Company’s second quarter 2015 press release The following table provides reconciliations of Net Sales as reported to Net Sales excluding wind-down operations in 2015 and to Net Sales excluding wind-down operations and adjus ting for the impacts of the 53rd week, changes in foreign currency exchange rates and s trategic initiatives in 2014. Six Months Ended $ in thousands July 4, 2015 July 5, 2014 Variance Total Company (26 Weeks ) (27 Weeks ) $ % Net Sales as reported $ 536,434 $ 489,612 $ 46,822 9.6% Les s : Net s ales for wind-down operations * (24,098) (27,543) ** Net s ales impact of s trategic initiatives - (16,576) ~$76 million Additional week in 2014 - (17,900) Foreign currency impact - (13,891) Adjus ted Net Sales $ 512,336 $ 413,702 $ 98,634 23.8% • Q2 year-to-date net sales impact of ~$76 million • Remaining impact expected to be weighted approximately proportionate to the penetration of 3Q and 4Q 2014 sales relative to 2H 2014 sales * Represents net sales for KATE SPADE SATURDAY, JACK SPADE brick and mortar, Kate Spade Brazil and Adelington Design Group exiting brands (Trifari, Trina Turk and Kensie). ** Represents the estimated impact on net sales of strategic initiatives announced in 2015, including the conversion of the Hong Kong, Macau and Taiwan territories to a joint venture and North America quality of sale initiatives. ©2015 Kate Spade & Company. All Rights Reserved.