Cover and table of contents
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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 25, 2021
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-13057
Ralph Lauren Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 13-2622036 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 650 Madison Avenue, | 10022 | ||||||||||
| New York, | New York | (Zip Code) | |||||||||
| (Address of principal executive offices) |
(212) 318-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | |||||||||
| Class A Common Stock, $.01 par value | RL | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
At October 29, 2021, 48,735,761 shares of the registrant's Class A common stock, $.01 par value, and 24,881,276 shares of the registrant's Class B common stock, $.01 par value, were outstanding.
RALPH LAUREN CORPORATION
INDEX
| Page | ||||||||
| PART I. FINANCIAL INFORMATION (Unaudited) | ||||||||
| Item 1. | Financial Statements: | |||||||
| Consolidated Balance Sheets | 2 | |||||||
| Consolidated Statements of Operations | 3 | |||||||
| Consolidated Statements of Comprehensive Income (Loss) | 4 | |||||||
| Consolidated Statements of Cash Flows | 5 | |||||||
| Consolidated Statements of Equity | 6 | |||||||
| Notes to Consolidated Financial Statements | 8 | |||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 38 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 66 | ||||||
| Item 4. | Controls and Procedures | 66 | ||||||
| PART II. OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | 66 | ||||||
| Item 1A. | Risk Factors | 66 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 66 | ||||||
| Item 6. | Exhibits | 68 | ||||||
| Signatures | 69 | |||||||
| 1 |
RALPH LAUREN CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 25, 2021 | March 27, 2021 | |||||||||||||
| (millions) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 2,387.9 | $ | 2,579.0 | ||||||||||
| Short-term investments | 673.1 | 197.5 | ||||||||||||
| Accounts receivable, net of allowances of $222.7 million and $213.8 million | 419.3 | 451.5 | ||||||||||||
| Inventories | 928.2 | 759.0 | ||||||||||||
| Income tax receivable | 42.1 | 54.4 | ||||||||||||
| Prepaid expenses and other current assets | 182.1 | 166.6 | ||||||||||||
| Total current assets | 4,632.7 | 4,208.0 | ||||||||||||
| Property and equipment, net | 971.0 | 1,014.0 | ||||||||||||
| Operating lease right-of-use assets | 1,149.3 | 1,239.5 | ||||||||||||
| Deferred tax assets | 289.9 | 283.9 | ||||||||||||
| Goodwill | 933.1 | 934.6 | ||||||||||||
| Intangible assets, net | 112.2 | 121.1 | ||||||||||||
| Other non-current assets | 88.5 | 86.4 | ||||||||||||
| Total assets | $ | 8,176.7 | $ | 7,887.5 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current portion of long-term debt | $ | 499.1 | $ | — | ||||||||||
| Accounts payable | 451.4 | 355.9 | ||||||||||||
| Current income tax payable | 71.4 | 50.6 | ||||||||||||
| Current operating lease liabilities | 276.2 | 302.9 | ||||||||||||
| Accrued expenses and other current liabilities | 962.5 | 875.4 | ||||||||||||
| Total current liabilities | 2,260.6 | 1,584.8 | ||||||||||||
| Long-term debt | 1,135.5 | 1,632.9 | ||||||||||||
| Long-term operating lease liabilities | 1,198.3 | 1,294.5 | ||||||||||||
| Non-current income tax payable | 104.8 | 118.7 | ||||||||||||
| Non-current liability for unrecognized tax benefits | 84.2 | 91.4 | ||||||||||||
| Other non-current liabilities | 530.5 | 560.8 | ||||||||||||
| Commitments and contingencies (Note 13) | ||||||||||||||
| Total liabilities | 5,313.9 | 5,283.1 | ||||||||||||
| Equity: | ||||||||||||||
| Class A common stock, par value $.01 per share; 106.9 million and 106.1 million shares issued; 48.8 million and 48.3 million shares outstanding | 1.0 | 1.0 | ||||||||||||
| Class B common stock, par value $.01 per share; 24.9 million shares issued and outstanding | 0.3 | 0.3 | ||||||||||||
| Additional paid-in-capital | 2,707.7 | 2,667.1 | ||||||||||||
| Retained earnings | 6,129.8 | 5,872.9 | ||||||||||||
| Treasury stock, Class A, at cost; 58.1 million and 57.8 million shares | (5,856.0) | (5,816.1) | ||||||||||||
| Accumulated other comprehensive loss | (120.0) | (120.8) | ||||||||||||
| Total equity | 2,862.8 | 2,604.4 | ||||||||||||
| Total liabilities and equity | $ | 8,176.7 | $ | 7,887.5 |
See accompanying notes.
| 2 |
RALPH LAUREN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions, except per share data) | ||||||||||||||||||||||||||
| Net revenues | $ | 1,504.1 | $ | 1,193.5 | $ | 2,880.4 | $ | 1,681.0 | ||||||||||||||||||
| Cost of goods sold | (488.9) | (394.1) | (897.1) | (532.9) | ||||||||||||||||||||||
| Gross profit | 1,015.2 | 799.4 | 1,983.3 | 1,148.1 | ||||||||||||||||||||||
| Selling, general, and administrative expenses | (754.9) | (628.2) | (1,483.1) | (1,135.8) | ||||||||||||||||||||||
| Impairment of assets | (0.7) | (31.0) | (19.3) | (33.1) | ||||||||||||||||||||||
| Restructuring and other charges | (7.7) | (160.5) | (8.4) | (167.5) | ||||||||||||||||||||||
| Total other operating expenses, net | (763.3) | (819.7) | (1,510.8) | (1,336.4) | ||||||||||||||||||||||
| Operating income (loss) | 251.9 | (20.3) | 472.5 | (188.3) | ||||||||||||||||||||||
| Interest expense | (13.6) | (12.8) | (26.9) | (22.4) | ||||||||||||||||||||||
| Interest income | 1.2 | 2.2 | 3.0 | 5.1 | ||||||||||||||||||||||
| Other income (expense), net | (1.4) | 1.8 | (0.5) | 3.9 | ||||||||||||||||||||||
| Income (loss) before income taxes | 238.1 | (29.1) | 448.1 | (201.7) | ||||||||||||||||||||||
| Income tax benefit (provision) | (44.8) | (10.0) | (90.1) | 34.9 | ||||||||||||||||||||||
| Net income (loss) | $ | 193.3 | $ | (39.1) | $ | 358.0 | $ | (166.8) | ||||||||||||||||||
| Net income (loss) per common share: | ||||||||||||||||||||||||||
| Basic | $ | 2.61 | $ | (0.53) | $ | 4.84 | $ | (2.27) | ||||||||||||||||||
| Diluted | $ | 2.57 | $ | (0.53) | $ | 4.75 | $ | (2.27) | ||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||||
| Basic | 74.0 | 73.5 | 73.9 | 73.3 | ||||||||||||||||||||||
| Diluted | 75.3 | 73.5 | 75.3 | 73.3 | ||||||||||||||||||||||
| Dividends declared per share | $ | 0.6875 | $ | — | $ | 1.375 | $ | — |
See accompanying notes.
| 3 |
RALPH LAUREN CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Net income (loss) | $ | 193.3 | $ | (39.1) | $ | 358.0 | $ | (166.8) | ||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||
| Foreign currency translation gains (losses) | (9.8) | 17.3 | 0.8 | 30.3 | ||||||||||||||||||||||
| Net gains (losses) on cash flow hedges | 1.1 | (7.3) | 0.1 | (11.3) | ||||||||||||||||||||||
| Net losses on defined benefit plans | — | (0.2) | (0.1) | (0.3) | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (8.7) | 9.8 | 0.8 | 18.7 | ||||||||||||||||||||||
| Total comprehensive income (loss) | $ | 184.6 | $ | (29.3) | $ | 358.8 | $ | (148.1) |
See accompanying notes.
| 4 |
RALPH LAUREN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | ||||||||||||||
| September 25, 2021 | September 26, 2020 | |||||||||||||
| (millions) | ||||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income (loss) | $ | 358.0 | $ | (166.8) | ||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||
| Depreciation and amortization expense | 113.1 | 125.2 | ||||||||||||
| Deferred income tax benefit | (0.1) | (86.9) | ||||||||||||
| Non-cash stock-based compensation expense | 40.6 | 34.6 | ||||||||||||
| Non-cash impairment of assets | 19.3 | 33.1 | ||||||||||||
| Bad debt expense reversals | (0.9) | (25.4) | ||||||||||||
| Other non-cash charges (benefits) | 1.8 | (2.1) | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | 26.6 | (49.7) | ||||||||||||
| Inventories | (199.0) | (129.3) | ||||||||||||
| Prepaid expenses and other current assets | (17.7) | 11.1 | ||||||||||||
| Accounts payable and accrued liabilities | 145.7 | 219.6 | ||||||||||||
| Income tax receivables and payables | 6.2 | 12.8 | ||||||||||||
| Other balance sheet changes | (29.4) | 11.1 | ||||||||||||
| Net cash provided by (used in) operating activities | 464.2 | (12.7) | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | (63.4) | (53.9) | ||||||||||||
| Purchases of investments | (756.4) | (407.0) | ||||||||||||
| Proceeds from sales and maturities of investments | 279.5 | 471.5 | ||||||||||||
| Settlement of net investment hedges | — | 3.7 | ||||||||||||
| Other investing activities | (2.1) | (0.5) | ||||||||||||
| Net cash provided by (used in) investing activities | (542.4) | 13.8 | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Repayments of credit facility borrowings | — | (475.0) | ||||||||||||
| Proceeds from the issuance of long-term debt | — | 1,241.9 | ||||||||||||
| Repayments of long-term debt | — | (300.0) | ||||||||||||
| Payments of finance lease obligations | (11.7) | (5.7) | ||||||||||||
| Payments of dividends | (50.5) | (49.8) | ||||||||||||
| Repurchases of common stock, including shares surrendered for tax withholdings | (39.9) | (35.5) | ||||||||||||
| Other financing activities | — | (8.6) | ||||||||||||
| Net cash provided by (used in) financing activities | (102.1) | 367.3 | ||||||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (11.0) | 23.6 | ||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (191.3) | 392.0 | ||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 2,588.0 | 1,629.8 | ||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 2,396.7 | $ | 2,021.8 |
See accompanying notes.
| 5 |
RALPH LAUREN CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| Three Months Ended September 25, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock**(a)** | Additional Paid-in Capital | Treasury Stock at Cost | ||||||||||||||||||||||||||||||||||||||||||||||||
| Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | AOCI**(b)** | ||||||||||||||||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 26, 2021 | 131.6 | $ | 1.3 | $ | 2,685.5 | $ | 5,987.1 | 58.0 | $ | (5,844.9) | $ | (111.3) | $ | 2,717.7 | ||||||||||||||||||||||||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 193.3 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | (8.7) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income | 184.6 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | (50.6) | (50.6) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | 0.1 | (11.1) | (11.1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 22.2 | 22.2 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued pursuant to stock-based compensation plans | 0.2 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 25, 2021 | 131.8 | $ | 1.3 | $ | 2,707.7 | $ | 6,129.8 | 58.1 | $ | (5,856.0) | $ | (120.0) | $ | 2,862.8 | ||||||||||||||||||||||||||||||||||||
| Three Months Ended September 26, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock**(a)** | Additional Paid-in Capital | Treasury Stock at Cost | ||||||||||||||||||||||||||||||||||||||||||||||||
| Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | AOCI**(b)** | ||||||||||||||||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 27, 2020 | 130.9 | $ | 1.3 | $ | 2,609.5 | $ | 5,866.3 | 57.8 | $ | (5,812.3) | $ | (109.3) | $ | 2,555.5 | ||||||||||||||||||||||||||||||||||||
| Comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | (39.1) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 9.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive loss | (29.3) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | (1.6) | (1.6) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 19.5 | 19.5 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 26, 2020 | 130.9 | $ | 1.3 | $ | 2,629.0 | $ | 5,827.2 | 57.8 | $ | (5,813.9) | $ | (99.5) | $ | 2,544.1 |
**(a)**Includes Class A and Class B common stock.
**(b)**Accumulated other comprehensive income (loss).
| 6 |
RALPH LAUREN CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
| Six Months Ended September 25, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock**(a)** | Additional Paid-in Capital | Treasury Stock at Cost | ||||||||||||||||||||||||||||||||||||||||||||||||
| Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | AOCI**(b)** | ||||||||||||||||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 27, 2021 | 131.0 | $ | 1.3 | $ | 2,667.1 | $ | 5,872.9 | 57.8 | $ | (5,816.1) | $ | (120.8) | $ | 2,604.4 | ||||||||||||||||||||||||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 358.0 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 0.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income | 358.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | (101.1) | (101.1) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | 0.3 | (39.9) | (39.9) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 40.6 | 40.6 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued pursuant to stock-based compensation plans | 0.8 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 25, 2021 | 131.8 | $ | 1.3 | $ | 2,707.7 | $ | 6,129.8 | 58.1 | $ | (5,856.0) | $ | (120.0) | $ | 2,862.8 | ||||||||||||||||||||||||||||||||||||
| Six Months Ended September 26, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock**(a)** | Additional Paid-in Capital | Treasury Stock at Cost | ||||||||||||||||||||||||||||||||||||||||||||||||
| Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | AOCI**(b)** | ||||||||||||||||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 28, 2020 | 129.8 | $ | 1.3 | $ | 2,594.4 | $ | 5,994.0 | 57.3 | $ | (5,778.4) | $ | (118.2) | $ | 2,693.1 | ||||||||||||||||||||||||||||||||||||
| Comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | (166.8) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 18.7 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive loss | (148.1) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | 0.5 | (35.5) | (35.5) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 34.6 | 34.6 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued pursuant to stock-based compensation plans | 1.1 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 26, 2020 | 130.9 | $ | 1.3 | $ | 2,629.0 | $ | 5,827.2 | 57.8 | $ | (5,813.9) | $ | (99.5) | $ | 2,544.1 |
**(a)**Includes Class A and Class B common stock.
**(b)**Accumulated other comprehensive income (loss).
See accompanying notes.
| 7 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data and where otherwise indicated)
(Unaudited)
1. Description of Business
Ralph Lauren Corporation ("RLC") is a global leader in the design, marketing, and distribution of premium lifestyle products, including apparel, footwear, accessories, home furnishings, fragrances, and hospitality. RLC's long-standing reputation and distinctive image have been developed across a wide range of products, brands, distribution channels, and international markets. RLC's brand names include Ralph Lauren, Ralph Lauren Collection, Ralph Lauren Purple Label, Polo Ralph Lauren, Double RL, Lauren Ralph Lauren, Polo Ralph Lauren Children, and Chaps, among others. RLC and its subsidiaries are collectively referred to herein as the "Company," "we," "us," "our," and "ourselves," unless the context indicates otherwise.
The Company diversifies its business by geography (North America, Europe, and Asia, among other regions) and channel of distribution (retail, wholesale, and licensing). This allows the Company to maintain a dynamic balance as its operating results do not depend solely on the performance of any single geographic area or channel of distribution. The Company sells directly to consumers through its integrated retail channel, which includes its retail stores, concession-based shop-within-shops, and digital commerce operations around the world. The Company's wholesale sales are made principally to major department stores, specialty stores, and third-party digital partners around the world, as well as to certain third-party-owned stores to which the Company has licensed the right to operate in defined geographic territories using its trademarks. In addition, the Company licenses to third parties for specified periods the right to access its various trademarks in connection with the licensees' manufacture and sale of designated products, such as certain apparel, eyewear, fragrances, and home furnishings.
The Company organizes its business into the following three reportable segments: North America, Europe, and Asia. In addition to these reportable segments, the Company also has other non-reportable segments. See Note 17 for further discussion of the Company's segment reporting structure.
2. Basis of Presentation
Interim Financial Statements
These interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") and are unaudited. In the opinion of management, these consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the consolidated financial position, income (loss), comprehensive income (loss), and cash flows of the Company for the interim periods presented. In addition, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP") and the notes thereto have been condensed or omitted from this report as is permitted by the SEC's rules and regulations. However, the Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading.
This report should be read in conjunction with the Company's Annual Report on Form 10-K filed with the SEC for the fiscal year ended March 27, 2021 (the "Fiscal 2021 10-K").
Basis of Consolidation
These unaudited interim consolidated financial statements present the consolidated financial position, income (loss), comprehensive income (loss), and cash flows of the Company, including all entities in which the Company has a controlling financial interest and is determined to be the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Additionally, as discussed in Note 8, the Company completed the sale of its Club Monaco business at the end of its first quarter of Fiscal 2022 (as defined below) on June 26, 2021. As a result, assets and liabilities related to the Club Monaco business were deconsolidated from the Company's consolidated statement of financial position effective June 26, 2021, with Club Monaco's operating results included in the Company's consolidated statements of income (loss), comprehensive income (loss), and cash flows through the end of the first quarter of Fiscal 2022. Prior year financial statements were not affected.
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fiscal Periods
The Company utilizes a 52-53 week fiscal year ending on the Saturday immediately before or after March 31. As such, fiscal year 2022 will end on April 2, 2022 and will be a 53-week period ("Fiscal 2022"). Fiscal year 2021 ended on March 27, 2021 and was a 52-week period ("Fiscal 2021"). The second quarter of Fiscal 2022 ended on September 25, 2021 and was a 13-week period. The second quarter of Fiscal 2021 ended on September 26, 2020 and was also a 13-week period.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. Actual results could differ materially from those estimates.
Significant estimates inherent in the preparation of the consolidated financial statements include reserves for bad debt, customer returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances; the realizability of inventory; reserves for litigation and other contingencies; useful lives and impairments of long-lived tangible and intangible assets; fair value measurements; accounting for income taxes and related uncertain tax positions; valuation of stock-based compensation awards and related forfeiture rates; and reserves for restructuring activity, among others.
Reclassifications
Certain reclassifications have been made to prior period financial information in order to conform to the current period's presentation.
Seasonality of Business
The Company's business is typically affected by seasonal trends, with higher levels of retail sales in its second and third fiscal quarters and higher wholesale sales in its second and fourth fiscal quarters. These trends result primarily from the timing of key vacation travel, back-to-school, and holiday shopping periods impacting its retail business and the timing of seasonal wholesale shipments. As a result of changes in its business, consumer spending patterns, and the macroeconomic environment, including those resulting from pandemic diseases and other catastrophic events, historical quarterly operating trends and working capital requirements may not be indicative of the Company's future performance. In addition, fluctuations in sales, operating income (loss), and cash flows in any fiscal quarter may be affected by other events affecting retail sales, such as changes in weather patterns. Accordingly, the Company's operating results and cash flows for the three-month and six-month periods ended September 25, 2021 are not necessarily indicative of the operating results and cash flows that may be expected for the full Fiscal 2022.
COVID-19 Pandemic
Beginning in the fourth quarter of the Company's fiscal year ended March 28, 2020 ("Fiscal 2020"), a novel strain of coronavirus commonly referred to as COVID-19 emerged and spread rapidly across the globe, including throughout all major geographies in which the Company operates, resulting in adverse economic conditions and business disruptions, as well as significant volatility in global financial markets. Since then, governments worldwide have periodically imposed varying degrees of preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus. Such factors, among others, have resulted in a significant decline in retail traffic, tourism, and consumer spending on discretionary items. Additionally, companies across a wide array of industries have implemented various initiatives to reduce operating expenses and preserve cash balances during the pandemic, including work furloughs, reduced pay, and severance actions, which could lower consumers' disposable income levels or willingness to purchase discretionary items. Such government restrictions, company initiatives, and other macroeconomic impacts resulting from the pandemic could continue to adversely affect consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in indoor shopping centers or other populated locations.
As a result of the COVID-19 pandemic, the Company has experienced varying degrees of business disruptions and periods of closure of its stores, distribution centers, and corporate facilities, as have the Company's wholesale customers, licensing partners, suppliers, and vendors. During the first quarter of Fiscal 2021 at the peak of the pandemic, the majority of the Company's stores in key markets were closed for an average of 8 to 10 weeks due to government-mandated lockdowns and
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
other restrictions, resulting in significant adverse impacts to its operating results. Resurgences and outbreaks in certain parts of the world resulted in further business disruptions periodically throughout Fiscal 2021, most notably in Europe where a significant number of the Company's stores were closed for approximately two to three months during the second half of Fiscal 2021, including during the holiday period, due to government-mandated lockdowns and other restrictions. Such disruptions continued into the first half of Fiscal 2022 in certain regions, although to a lesser extent than the comparable prior year fiscal period. Further, throughout the course of the pandemic, the majority of the Company's stores that were able to remain open have periodically been subject to limited operating hours and/or customer capacity levels in accordance with local health guidelines, with traffic remaining challenged. However, the Company's digital commerce operations have grown significantly from pre-pandemic levels, due in part to our investments and enhanced capabilities, as well as changes in consumer shopping preferences. The Company's wholesale and licensing businesses have experienced similar impacts, particularly in North America and Europe.
Throughout the course of the pandemic, the Company's priority has been to ensure the safety and well-being of its employees, customers, and the communities in which it operates around the world. The Company continues to consider the guidance of local governments and global health organizations and has implemented new health and safety protocols in its stores, distribution centers, and corporate facilities. The Company also took various preemptive actions in the prior fiscal year to preserve cash and strengthen its liquidity position, as described in the Fiscal 2021 10-K.
Despite the introduction of COVID-19 vaccines and recent improvements in the global economy as a whole, the pandemic remains volatile and continues to evolve, including the emergence of variants of the virus, such as the Delta variant. Accordingly, the Company cannot predict for how long and to what extent the pandemic will impact its business operations or the overall global economy. The Company will continue to assess its operations location-by-location, considering the guidance of local governments and global health organizations.
3. Summary of Significant Accounting Policies
Revenue Recognition
The Company recognizes revenue across all channels of the business when it satisfies its performance obligations by transferring control of promised products or services to its customers, which occurs either at a point in time or over time, depending on when the customer obtains the ability to direct the use of and obtain substantially all of the remaining benefits from the products or services. The amount of revenue recognized considers terms of sale that create variability in the amount of consideration that the Company ultimately expects to be entitled to in exchange for the products or services, and is subject to an overall constraint that a significant revenue reversal will not occur in future periods. Sales and other related taxes collected from customers and remitted to government authorities are excluded from revenue.
Revenue from the Company's retail business is recognized when the customer takes physical possession of the products, which occurs either at the point of sale for merchandise purchased at the Company's own retail stores and shop-within-shop locations, or upon receipt of shipment for merchandise ordered through direct-to-consumer digital commerce sites. Such revenues are recorded net of estimated returns based on historical trends. Payment is due at the point of sale.
Gift cards purchased by customers are recorded as a liability until they are redeemed for products sold by the Company's retail business, at which point revenue is recognized. The Company also estimates and recognizes revenue for gift card balances not expected to ever be redeemed (referred to as "breakage") to the extent that it does not have a legal obligation to remit the value of such unredeemed gift cards to the relevant jurisdiction as unclaimed or abandoned property. Such estimates are based upon historical redemption trends, with breakage income recognized in proportion to the pattern of actual customer redemptions.
Revenue from the Company's wholesale business is generally recognized upon shipment of products, at which point title passes and risk of loss is transferred to the customer. In certain arrangements where the Company retains the risk of loss during shipment, revenue is recognized upon receipt of products by the customer. Wholesale revenue is recorded net of estimates of returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances. Returns and allowances require pre-approval from management and discounts are based on trade terms. Estimates for end-of-season markdown reserves are based on historical trends, actual and forecasted seasonal results, an evaluation of current economic and market conditions, retailer performance, and, in certain cases, contractual terms. Estimates for operational chargebacks are based on actual customer notifications of order fulfillment discrepancies and historical trends. The Company reviews and
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
refines these estimates on at least a quarterly basis. The Company's historical estimates of these amounts have not differed materially from actual results.
Revenue from the Company's licensing arrangements is recognized over time during the period that licensees are provided access to the Company's trademarks (i.e., symbolic intellectual property) and benefit from such access through their own sales of licensed products. These arrangements require licensees to pay a sales-based royalty, which for most arrangements, may be subject to a contractually-guaranteed minimum royalty amount. Payments are generally due quarterly and, depending on time of receipt, may be recorded as a liability until recognized as revenue. The Company recognizes revenue for sales-based royalty arrangements (including those for which the royalty exceeds any contractually-guaranteed minimum royalty amount) as licensed products are sold by the licensee. If a sales-based royalty is not ultimately expected to exceed a contractually-guaranteed minimum royalty amount, the minimum is generally recognized as revenue ratably over the respective contractual period. This sales-based output measure of progress and pattern of recognition best represents the value transferred to the licensee over the term of the arrangement, as well as the amount of consideration that the Company is entitled to receive in exchange for providing access to its trademarks. As of September 25, 2021, contractually-guaranteed minimum royalty amounts expected to be recognized as revenue during future periods were as follows:
| Contractually-Guaranteed Minimum Royalties**(a)** | ||||||||
| (millions) | ||||||||
| Remainder of Fiscal 2022 | $ | 44.5 | ||||||
| Fiscal 2023 | 91.8 | |||||||
| Fiscal 2024 | 62.2 | |||||||
| Fiscal 2025 | 28.2 | |||||||
| Fiscal 2026 | 16.4 | |||||||
| Fiscal 2027 and thereafter | 26.7 | |||||||
| Total | $ | 269.8 |
**(a)**Amounts presented do not contemplate potential contract renewals or royalties earned in excess of the contractually-guaranteed minimums.
Disaggregated Net Revenues
The following tables disaggregate the Company's net revenues into categories that depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors for the fiscal periods presented:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| North America | Europe | Asia | Other | Total | North America | Europe | Asia | Other | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sales Channel**(a)****:** | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 421.9 | $ | 229.5 | $ | 248.4 | $ | 0.4 | $ | 900.2 | $ | 314.7 | $ | 174.2 | $ | 219.3 | $ | 21.1 | $ | 729.3 | ||||||||||||||||||||||||||||||||||||||||||
| Wholesale | 281.2 | 266.0 | 21.5 | 0.3 | 569.0 | 228.2 | 185.3 | 17.3 | 2.3 | 433.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Licensing | — | — | — | 34.9 | 34.9 | — | — | — | 31.1 | 31.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 703.1 | $ | 495.5 | $ | 269.9 | $ | 35.6 | $ | 1,504.1 | $ | 542.9 | $ | 359.5 | $ | 236.6 | $ | 54.5 | $ | 1,193.5 |
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Six Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| North America | Europe | Asia | Other | Total | North America | Europe | Asia | Other | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sales Channel**(a)****:** | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 834.1 | $ | 400.3 | $ | 521.2 | $ | 27.2 | $ | 1,782.8 | $ | 457.3 | $ | 253.4 | $ | 385.8 | $ | 27.6 | $ | 1,124.1 | ||||||||||||||||||||||||||||||||||||||||||
| Wholesale | 531.1 | 450.1 | 36.9 | 5.3 | 1,023.4 | 250.7 | 226.8 | 22.7 | 2.8 | 503.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Licensing | — | — | — | 74.2 | 74.2 | — | — | — | 53.9 | 53.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,365.2 | $ | 850.4 | $ | 558.1 | $ | 106.7 | $ | 2,880.4 | $ | 708.0 | $ | 480.2 | $ | 408.5 | $ | 84.3 | $ | 1,681.0 |
**(a)**Net revenues from the Company's retail and wholesale businesses are recognized at a point in time. Net revenues from the Company's licensing business are recognized over time.
Deferred Income
Deferred income represents cash payments received in advance of the Company's transfer of control of products or services to its customers and generally consists of unredeemed gift cards (net of breakage) and advance royalty payments from licensees. The Company's deferred income balances were $10.6 million and $12.1 million as of September 25, 2021 and March 27, 2021, respectively, and were primarily recorded within accrued expenses and other current liabilities within the consolidated balance sheets. The majority of the deferred income balance as of September 25, 2021 is expected to be recognized as revenue within the next twelve months.
Shipping and Handling Costs
Costs associated with shipping goods to customers are accounted for as fulfillment activities and reflected as selling, general, and administrative ("SG&A") expenses in the consolidated statements of operations. Costs of preparing merchandise for sale, such as picking, packing, warehousing, and order charges ("handling costs"), are also included in SG&A expenses. Shipping and handling costs billed to customers are included in revenue.
A summary of shipping and handling costs for the fiscal periods presented is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Shipping costs | $ | 14.0 | $ | 12.2 | $ | 28.8 | $ | 20.6 | ||||||||||||||||||
| Handling costs | 35.8 | 33.3 | 70.2 | 59.8 |
Net Income (Loss) per Common Share
Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shares by the weighted-average number of common shares outstanding during the period. Weighted-average common shares include shares of the Company's Class A and Class B common stock. Diluted net income (loss) per common share adjusts basic net income (loss) per common share for the dilutive effects of outstanding restricted stock units ("RSUs"), stock options, and any other potentially dilutive instruments, only for the periods in which such effects are dilutive.
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The weighted-average number of common shares outstanding used to calculate basic net income (loss) per common share is reconciled to shares used to calculate diluted net income (loss) per common share as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | ||||||||||||||||||||||||||
| (millions) | |||||||||||||||||||||||||||||
| Basic shares | 74.0 | 73.5 | 73.9 | 73.3 | |||||||||||||||||||||||||
| Dilutive effect of RSUs and stock options | 1.3 | — | (a) | 1.4 | — | (a) | |||||||||||||||||||||||
| Diluted shares | 75.3 | 73.5 | 75.3 | 73.3 |
**(a)**Incremental shares of 0.9 million and 1.2 million attributable to outstanding RSUs were excluded from the computation of diluted shares for the three-month and six-month periods ended September 26, 2020, respectively, as such shares would not be dilutive given the net losses incurred during such fiscal year periods.
All earnings per share amounts have been calculated using unrounded numbers. The Company has outstanding performance-based RSUs, which are included in the computation of diluted shares only to the extent that the underlying performance conditions (i) have been satisfied as of the end of the reporting period or (ii) would be considered satisfied if the end of the reporting period were the end of the related contingency period and the result would be dilutive. In addition, options to purchase shares of the Company's Class A common stock at an exercise price greater than the average market price of such common stock during the reporting period are anti-dilutive and therefore not included in the computation of diluted net income (loss) per common share. As of September 25, 2021 and September 26, 2020, there were 0.4 million and 0.6 million, respectively, of additional shares issuable contingent upon vesting of performance-based RSUs and upon exercise of anti-dilutive stock options, that were excluded from the diluted shares calculations.
Accounts Receivable
In the normal course of business, the Company extends credit to wholesale customers that satisfy certain defined credit criteria. Payment is generally due within 30 to 120 days and does not involve a significant financing component. Accounts receivable are recorded at amortized cost, which approximates fair value, and are presented in the Company's consolidated balance sheets net of certain reserves and allowances. These reserves and allowances consist of (i) reserves for returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances (see the "Revenue Recognition" section above for further discussion of related accounting policies) and (ii) allowances for doubtful accounts.
A rollforward of the activity in the Company's reserves for returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances is presented as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Beginning reserve balance | $ | 178.9 | $ | 184.0 | $ | 173.7 | $ | 204.7 | ||||||||||||||||||
| Amount charged against revenue to increase reserve | 101.6 | 72.6 | 188.7 | 83.9 | ||||||||||||||||||||||
| Amount credited against customer accounts to decrease reserve | (94.0) | (88.2) | (177.2) | (122.1) | ||||||||||||||||||||||
| Foreign currency translation | (1.7) | 3.5 | (0.4) | 5.4 | ||||||||||||||||||||||
| Ending reserve balance | $ | 184.8 | $ | 171.9 | $ | 184.8 | $ | 171.9 |
An allowance for doubtful accounts is determined through analysis of accounts receivable aging, assessments of collectability based on evaluation of historical trends, the financial condition of the Company's customers and their ability to withstand prolonged periods of adverse economic conditions, and evaluation of the impact of current and forecasted economic and market conditions over the related asset's contractual life, among other factors.
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A rollforward of the activity in the Company's allowance for doubtful accounts is presented as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Beginning reserve balance | $ | 38.6 | $ | 55.9 | $ | 40.1 | $ | 71.5 | ||||||||||||||||||
| Amount recorded to expense to increase (decrease) reserve**(a)** | 0.1 | (8.9) | (0.9) | (25.4) | ||||||||||||||||||||||
| Amount written-off against customer accounts to decrease reserve | (0.6) | (1.6) | (1.3) | (1.6) | ||||||||||||||||||||||
| Foreign currency translation | (0.2) | 0.9 | — | 1.8 | ||||||||||||||||||||||
| Ending reserve balance | $ | 37.9 | $ | 46.3 | $ | 37.9 | $ | 46.3 |
**(a)**Amounts recorded to bad debt expense are included within SG&A expenses in the consolidated statements of operations.
Concentration of Credit Risk
The Company sells its wholesale merchandise primarily to major department stores, specialty stores, and third-party digital partners around the world, and extends credit based on an evaluation of each customer's financial capacity and condition, usually without requiring collateral. In the Company's wholesale business, concentration of credit risk is relatively limited due to the large number of customers and their dispersion across many geographic areas. However, the Company has three key wholesale customers that generate significant sales volume. During Fiscal 2021, the Company's sales to its three largest wholesale customers accounted for approximately 14% of total net revenues. Substantially all of the Company's sales to its three largest wholesale customers related to its North America segment. As of September 25, 2021, these three key wholesale customers accounted for approximately 31% of total gross accounts receivable.
Inventories
The Company holds inventory that is sold in its retail stores and digital commerce sites directly to consumers. The Company also holds inventory that is to be sold through wholesale distribution channels to major department stores, specialty stores, and third-party digital partners. Substantially all of the Company's inventories consist of finished goods, which are stated at the lower of cost or estimated realizable value, with cost determined on a weighted-average cost basis. Inventory held by the Company totaled $928.2 million, $759.0 million, and $887.0 million as of September 25, 2021, March 27, 2021, and September 26, 2020, respectively.
Derivative Financial Instruments
The Company records derivative financial instruments on its consolidated balance sheets at fair value. Changes in the fair value of derivative instruments that are designated and qualify for hedge accounting are either (i) offset through earnings against the changes in fair value of the related hedged assets, liabilities, or firm commitments or (ii) recognized in equity as a component of accumulated other comprehensive income (loss) ("AOCI") until the hedged item is recognized in earnings, depending on whether the instrument is hedging against changes in fair value or cash flows and net investments, respectively.
Each derivative instrument that qualifies for hedge accounting is expected to be highly effective in offsetting the risk associated with the related exposure. For each instrument that is designated as a hedge, the Company documents the related risk management objective and strategy, including identification of the hedging instrument, the hedged item, and the risk exposure, as well as how hedge effectiveness will be assessed over the instrument's term. To assess hedge effectiveness at the inception of a hedging relationship, the Company generally uses regression analysis, a statistical method, to evaluate how changes in the fair value of the derivative instrument are expected to offset changes in the fair value or cash flows of the related hedged item. The extent to which a hedging instrument has been and is expected to remain highly effective in achieving offsetting changes in fair value or cash flows is assessed by the Company on at least a quarterly basis.
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Given its use of derivative instruments, the Company is exposed to the risk that counterparties to such contracts will fail to meet their contractual obligations. To mitigate such counterparty credit risk, the Company's policy is to only enter into contracts with carefully selected financial institutions based upon an evaluation of their credit ratings and certain other factors, adhering to established limits for credit exposure. The Company's established policies and procedures for mitigating credit risk include ongoing review and assessment of its counterparties' creditworthiness. The Company also enters into master netting arrangements with counterparties, when possible, to further mitigate credit risk. In the event of default or termination, these arrangements allow the Company to net-settle amounts payable and receivable related to multiple derivative transactions with the same counterparty. The master netting arrangements specify a number of events of default and termination, including the failure to make timely payments.
The fair values of the Company's derivative instruments are recorded on its consolidated balance sheets on a gross basis. For cash flow reporting purposes, proceeds received or amounts paid upon the settlement of a derivative instrument are classified in the same manner as the related item being hedged, primarily within cash flows from operating activities for its forward foreign exchange contracts and within cash flows from investing activities for its cross-currency swap contracts, both as discussed below.
Cash Flow Hedges
The Company uses forward foreign currency exchange contracts to mitigate its risk related to exchange rate fluctuations on inventory transactions made in an entity's non-functional currency. To the extent designated as cash flow hedges, related gains or losses on such instruments are initially deferred in equity as a component of AOCI and are subsequently recognized within cost of goods sold in the consolidated statements of operations when the related inventory is sold.
If a derivative instrument is dedesignated or if hedge accounting is discontinued because the instrument is not expected to be highly effective in hedging the designated exposure, any further gains (losses) are recognized in earnings each period within other income (expense), net. Upon discontinuance of hedge accounting, the cumulative change in fair value of the derivative instrument recorded in AOCI is recognized in earnings when the related hedged item affects earnings, consistent with the hedging strategy, unless the related forecasted transaction is probable of not occurring, in which case the accumulated amount is immediately recognized within other income (expense), net.
Hedges of Net Investments in Foreign Operations
The Company periodically uses cross-currency swap contracts to reduce risk associated with exchange rate fluctuations on certain of its net investments in foreign subsidiaries. Changes in the fair values of such derivative instruments that are designated as hedges of net investments in foreign operations are recorded in equity as a component of AOCI in the same manner as foreign currency translation adjustments. In assessing the effectiveness of such hedges, the Company uses a method based on changes in spot rates to measure the impact of foreign currency exchange rate fluctuations on both its foreign subsidiary net investment and the related hedging instrument. Under this method, changes in the fair value of the hedging instrument other than those due to changes in the spot rate are initially recorded in AOCI as a translation adjustment and are amortized into earnings as interest expense using a systematic and rational method over the instrument's term. Changes in fair value associated with the effective portion (i.e., those due to changes in the spot rate) are recorded in AOCI as a translation adjustment and are released and recognized in earnings only upon the sale or liquidation of the hedged net investment.
Undesignated Hedges
The Company uses undesignated hedges primarily to hedge foreign currency exchange rate risk related to third-party and intercompany balances and exposures. Changes in the fair values of such instruments are recognized in earnings each period within other income (expense), net.
See Note 12 for further discussion of the Company's derivative financial instruments.
Refer to Note 3 of the Fiscal 2021 10-K for a summary of all of the Company's significant accounting policies.
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. Recently Issued Accounting Standards
Reference Rate Reform
In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04") and ASU No. 2021-01, "Reference Rate Reform: Scope" ("ASU 2021-01"), respectively. Together, ASU 2020-04 and ASU 2021-01 provide temporary optional expedients and exceptions for the application of U.S. GAAP, if certain criteria are met, to contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as the London Interbank Offered Rate ("LIBOR") and other interbank offered rates, towards new reference rates, such as the Secured Overnight Financing Rate ("SOFR"). The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is evaluating the impact that the guidance will have on its consolidated financial statements and related disclosures, if adopted, and currently does not expect that it would be material.
5. Property and Equipment
Property and equipment, net consists of the following:
| September 25, 2021 | March 27, 2021 | |||||||||||||
| (millions) | ||||||||||||||
| Land and improvements | $ | 15.3 | $ | 15.3 | ||||||||||
| Buildings and improvements | 491.6 | 492.8 | ||||||||||||
| Furniture and fixtures | 597.2 | 608.9 | ||||||||||||
| Machinery and equipment | 388.4 | 391.8 | ||||||||||||
| Capitalized software | 557.6 | 555.2 | ||||||||||||
| Leasehold improvements | 1,149.2 | 1,207.2 | ||||||||||||
| Construction in progress | 52.2 | 34.5 | ||||||||||||
| 3,251.5 | 3,305.7 | |||||||||||||
| Less: accumulated depreciation | (2,280.5) | (2,291.7) | ||||||||||||
| Property and equipment, net | $ | 971.0 | $ | 1,014.0 |
Property and equipment, net includes finance lease right-of-use ("ROU") assets, which are reflected in the table above based on their nature.
Depreciation expense was $51.5 million and $104.2 million during the three-month and six-month periods ended September 25, 2021, respectively, and $56.3 million and $114.8 million during the three-month and six-month periods ended September 26, 2020, respectively, and was recorded primarily within SG&A expenses in the consolidated statements of operations.
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Other Assets and Liabilities
Prepaid expenses and other current assets consist of the following:
| September 25, 2021 | March 27, 2021 | |||||||||||||
| (millions) | ||||||||||||||
| Non-trade receivables | $ | 48.2 | $ | 28.9 | ||||||||||
| Other taxes receivable | 26.1 | 28.4 | ||||||||||||
| Prepaid software maintenance | 13.3 | 12.9 | ||||||||||||
| Prepaid advertising and marketing | 10.2 | 9.5 | ||||||||||||
| Inventory return asset | 8.8 | 8.3 | ||||||||||||
| Tenant allowances receivable | 8.0 | 8.7 | ||||||||||||
| Prepaid logistic services | 7.1 | 7.1 | ||||||||||||
| Cloud computing arrangement implementation costs | 6.8 | 8.2 | ||||||||||||
| Prepaid occupancy expense | 6.3 | 6.7 | ||||||||||||
| Prepaid inventory | 5.9 | 5.0 | ||||||||||||
| Derivative financial instruments | 3.2 | 5.6 | ||||||||||||
| Other prepaid expenses and current assets | 38.2 | 37.3 | ||||||||||||
| Total prepaid expenses and other current assets | $ | 182.1 | $ | 166.6 |
Other non-current assets consist of the following:
| September 25, 2021 | March 27, 2021 | |||||||||||||
| (millions) | ||||||||||||||
| Security deposits | $ | 30.9 | $ | 31.1 | ||||||||||
| Derivative financial instruments | 12.9 | 10.2 | ||||||||||||
| Restricted cash | 7.3 | 7.5 | ||||||||||||
| Cloud computing arrangement implementation costs | 4.3 | 5.3 | ||||||||||||
| Deferred rent assets | 4.3 | 3.4 | ||||||||||||
| Other non-current assets | 28.8 | 28.9 | ||||||||||||
| Total other non-current assets | $ | 88.5 | $ | 86.4 |
| 17 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accrued expenses and other current liabilities consist of the following:
| September 25, 2021 | March 27, 2021 | |||||||||||||
| (millions) | ||||||||||||||
| Accrued inventory | $ | 258.9 | $ | 196.1 | ||||||||||
| Accrued operating expenses | 227.0 | 225.0 | ||||||||||||
| Accrued payroll and benefits | 214.4 | 223.6 | ||||||||||||
| Other taxes payable | 82.0 | 64.6 | ||||||||||||
| Restructuring reserve | 53.2 | 99.8 | ||||||||||||
| Dividends payable | 50.6 | — | ||||||||||||
| Accrued capital expenditures | 32.8 | 21.3 | ||||||||||||
| Finance lease obligations | 20.1 | 19.7 | ||||||||||||
| Deferred income | 10.5 | 12.0 | ||||||||||||
| Other accrued expenses and current liabilities | 13.0 | 13.3 | ||||||||||||
| Total accrued expenses and other current liabilities | $ | 962.5 | $ | 875.4 |
Other non-current liabilities consist of the following:
| September 25, 2021 | March 27, 2021 | |||||||||||||
| (millions) | ||||||||||||||
| Finance lease obligations | $ | 357.7 | $ | 370.5 | ||||||||||
| Deferred lease incentives and obligations | 59.5 | 62.4 | ||||||||||||
| Derivative financial instruments | 40.7 | 55.1 | ||||||||||||
| Accrued benefits and deferred compensation | 22.1 | 22.4 | ||||||||||||
| Deferred tax liabilities | 10.8 | 10.7 | ||||||||||||
| Other non-current liabilities | 39.7 | 39.7 | ||||||||||||
| Total other non-current liabilities | $ | 530.5 | $ | 560.8 |
| 18 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. Impairment of Assets
The Company recorded non-cash impairment charges of $0.7 million and $19.3 million during the three-month and six-month periods ended September 25, 2021, respectively, and $22.2 million and $24.3 million during the three-month and six-month periods ended September 26, 2020, respectively, to write-down certain long-lived assets in connection with its restructuring plans (see Note 8).
Additionally, the Company recorded non-cash impairment charges of $8.8 million during the three-month and six-month periods ended September 26, 2020 to write-down long-lived assets primarily related to a certain previously exited real estate location for which the related lease agreement has not yet expired.
See Note 11 for further discussion of these impairment charges.
8. Restructuring and Other Charges
A description of significant restructuring and other activities and their related costs is provided below.
Fiscal 2021 Strategic Realignment Plan
The Company has undertaken efforts to realign its resources to support future growth and profitability, and to create a sustainable, enhanced cost structure. The key areas of the Company's initiatives underlying these efforts involve evaluation of its: (i) team organizational structures and ways of working; (ii) real estate footprint and related costs across its corporate offices, distribution centers, and direct-to-consumer retail and wholesale doors; and (iii) brand portfolio.
In connection with the first initiative, on September 17, 2020, the Company's Board of Directors approved a restructuring plan (the "Fiscal 2021 Strategic Realignment Plan") to reduce its global workforce. Additionally, during a preliminary review of its store portfolio during the second quarter of Fiscal 2021, the Company made the decision to close its Polo store on Regent Street in London.
Shortly thereafter, on October 29, 2020, the Company announced the planned transition of its Chaps brand to a fully licensed business model, consistent with its long-term brand elevation strategy and in connection with its third initiative. Specifically, the Company entered into a multi-year licensing partnership, which took effect on August 1, 2021 following a transition period, with an affiliate of 5 Star Apparel LLC, a division of the OVED Group, to manufacture, market, and distribute Chaps menswear and womenswear. This agreement is expected to create incremental value for the Company by enabling an even greater focus on elevating its core brands in the marketplace, reducing its direct exposure to the North America department store channel, and setting up Chaps to deliver on its potential with an experienced partner that is focused on nurturing the brand.
Later, on February 3, 2021, the Company's Board of Directors approved additional actions related to its real estate initiative. Specifically, the Company is in the process of further rightsizing and consolidating its global corporate offices to better align with its organizational profile and new ways of working. The Company also has closed, and expects to continue to close, certain of its stores to improve overall profitability. Additionally, the Company plans to complete the consolidation of its North America distribution centers in order to drive greater efficiencies, improve sustainability, and deliver a better consumer experience.
Finally, on June 26, 2021, in connection with its brand portfolio initiative, the Company sold its Club Monaco business to Regent, L.P. ("Regent"), a global private equity firm, with no resulting gain or loss on sale realized during the first quarter of Fiscal 2022. Regent acquired Club Monaco's assets and liabilities in exchange for potential future cash consideration payable by Regent, including earn-out payments based on Club Monaco meeting certain defined revenue thresholds over a five-year period. Accordingly, the Company may realize amounts in the future related to the receipt of such contingent consideration. Additionally, in connection with this divestiture, the Company will provide Regent with certain operational support for a transitional period of up to 12 months, varying by functional area.
In connection with these collective realignment initiatives, the Company expects to incur total estimated pre-tax charges of approximately $300 million to $350 million, comprised of cash-related restructuring charges of approximately $185 million to $200 million and non-cash charges of approximately $115 million and $150 million.
| 19 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of the charges recorded in connection with the Fiscal 2021 Strategic Realignment Plan during the fiscal periods presented (inclusive of immaterial other restructuring-related charges previously recorded during the first quarter of Fiscal 2021), as well as cumulative charges recorded since its inception, is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | Cumulative Charges | ||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||
| Cash-related restructuring charges: | ||||||||||||||||||||||||||||||||
| Severance and benefit costs | $ | 0.1 | $ | 153.8 | $ | (3.9) | $ | 156.3 | $ | 140.3 | ||||||||||||||||||||||
| Other cash charges | 2.5 | 3.8 | 4.4 | 3.9 | 19.3 | |||||||||||||||||||||||||||
| Total cash-related restructuring charges | 2.6 | 157.6 | 0.5 | 160.2 | 159.6 | |||||||||||||||||||||||||||
| Non-cash charges: | ||||||||||||||||||||||||||||||||
| Impairment of assets (see Note 7) | 0.7 | 22.2 | 19.3 | 24.3 | 88.7 | |||||||||||||||||||||||||||
| Inventory-related charges**(a)** | — | — | — | 1.3 | 8.3 | |||||||||||||||||||||||||||
| Accelerated stock-based compensation expense**(b)** | — | — | 2.0 | — | 2.0 | |||||||||||||||||||||||||||
| Total non-cash charges | 0.7 | 22.2 | 21.3 | 25.6 | 99.0 | |||||||||||||||||||||||||||
| Total charges | $ | 3.3 | $ | 179.8 | $ | 21.8 | $ | 185.8 | $ | 258.6 |
**(a)**Inventory-related charges are recorded within cost of goods sold in the consolidated statements of operations.
**(b)**Accelerated stock-based compensation expense, which was recorded within restructuring and other charges in the consolidated statements of operations, related to vesting provisions associated with certain separation agreements.
A summary of current period activity in the restructuring reserve related to the Fiscal 2021 Strategic Realignment Plan is as follows:
| Severance and Benefit Costs | Other Cash Charges | Total | ||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Balance at March 27, 2021 | $ | 96.2 | $ | 3.2 | $ | 99.4 | ||||||||||||||||||||
| Additions (reductions) charged to expense | (3.9) | 4.4 | 0.5 | |||||||||||||||||||||||
| Cash payments applied against reserve | (39.7) | (7.4) | (47.1) | |||||||||||||||||||||||
| Non-cash adjustments | 0.1 | — | 0.1 | |||||||||||||||||||||||
| Balance at September 25, 2021 | $ | 52.7 | $ | 0.2 | $ | 52.9 |
Other Charges
The Company recorded other charges of $5.1 million and $5.9 million during the three-month and six-month periods ended September 25, 2021, respectively, and $2.9 million and $7.3 million during the three-month and six-month periods ended September 26, 2020, respectively, primarily related to rent and occupancy costs associated with certain previously exited real estate locations for which the related lease agreements have not yet expired.
| 20 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. Income Taxes
Effective Tax Rate
The Company's effective tax rate, which is calculated by dividing each fiscal period's income tax benefit (provision) by pretax income (loss), was 18.8% and 20.1% during the three-month and six-month periods ended September 25, 2021, respectively, and (34.4%) and 17.3% during the three-month and six-month periods ended September 26, 2020, respectively. The effective tax rate for the three months ended September 25, 2021 was lower than the U.S. federal statutory income tax rate of 21% primarily due to the favorable impact of certain permanent adjustments. The effective tax rate for the six months ended September 25, 2021 was slightly lower than the U.S. federal statutory income tax rate of 21% primarily due to the favorable tax impact of earnings generated in lower taxed foreign jurisdictions versus the U.S. The effective tax rates for the three-month and six-month periods ended September 26, 2020 were also lower than the U.S. federal statutory income tax rate of 21% primarily due to valuation allowances recorded against certain deferred tax assets as a results of significant business disruptions attributable to COVID-19 that could impact the ultimate realizability of such assets, as well as tax impacts on stock-based compensation and other permanent adjustments, partially offset by expected net operating loss carrybacks allowed under the CARES Act (as defined below).
In response to the COVID-19 pandemic, various governments worldwide have enacted, or are in the process of enacting, measures to provide aid and economic relief to companies adversely impacted by the pandemic. For example, on March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The CARES Act includes various provisions, including the modification of net operating loss carryback periods and limitation, modification to interest deduction limitations, and creation of refundable employee retention tax credits, among other provisions.
Uncertain Income Tax Benefits
The Company classifies interest and penalties related to unrecognized tax benefits as part of its income tax benefit (provision). The total amount of unrecognized tax benefits, including interest and penalties, was $84.2 million and $91.4 million as of September 25, 2021 and March 27, 2021, respectively, and was included within the non-current liability for unrecognized tax benefits in the consolidated balance sheets.
The total amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate was $61.0 million and $68.0 million as of September 25, 2021 and March 27, 2021, respectively.
Future Changes in Unrecognized Tax Benefits
The total amount of unrecognized tax benefits relating to the Company's tax positions is subject to change based on future events including, but not limited to, settlements of ongoing tax audits and assessments and the expiration of applicable statutes of limitations. Although the outcomes and timing of such events are highly uncertain, the Company does not anticipate that the balance of gross unrecognized tax benefits, excluding interest and penalties, will change significantly during the next twelve months. However, changes in the occurrence, expected outcomes, and timing of such events could cause the Company's current estimate to change materially in the future.
The Company files a consolidated U.S. federal income tax return, as well as tax returns in various state, local, and foreign jurisdictions. The Company is generally no longer subject to examinations by the relevant tax authorities for years prior to its fiscal year ended March 30, 2013.
| 21 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. Debt
Debt consists of the following:
| September 25, 2021 | March 27, 2021 | |||||||||||||
| (millions) | ||||||||||||||
| $400 million 3.750% Senior Notes**(a)** | $ | 397.4 | $ | 397.1 | ||||||||||
| $500 million 1.700% Senior Notes**(b)** | 499.1 | 498.4 | ||||||||||||
| $750 million 2.950% Senior Notes**(c)** | 738.1 | 737.4 | ||||||||||||
| Total debt | 1,634.6 | 1,632.9 | ||||||||||||
| Less: current portion of long-term debt | 499.1 | — | ||||||||||||
| Total long-term debt | $ | 1,135.5 | $ | 1,632.9 |
**(a)**The carrying value of the 3.750% Senior Notes is presented net of unamortized debt issuance costs and original issue discount of $2.6 million and $2.9 million as of September 25, 2021 and March 27, 2021, respectively.
**(b)**The carrying value of the 1.700% Senior Notes is presented net of unamortized debt issuance costs and original issue discount of $0.9 million and $1.6 million as of September 25, 2021 and March 27, 2021, respectively.
**(c)**The carrying value of the 2.950% Senior Notes is presented net of unamortized debt issuance costs and original issue discount of $11.9 million and $12.6 million as of September 25, 2021 and March 27, 2021, respectively.
Senior Notes
In August 2018, the Company completed a registered public debt offering and issued $400 million aggregate principal amount of unsecured senior notes due September 15, 2025, which bear interest at a fixed rate of 3.750%, payable semi-annually (the "3.750% Senior Notes"). The 3.750% Senior Notes were issued at a price equal to 99.521% of their principal amount. The proceeds from this offering were used for general corporate purposes, including repayment of the Company's previously outstanding $300 million principal amount of unsecured 2.125% senior notes that matured September 26, 2018 (the "2.125% Senior Notes").
In June 2020, the Company completed another registered public debt offering and issued an additional $500 million aggregate principal amount of unsecured senior notes due June 15, 2022, which bear interest at a fixed rate of 1.700%, payable semi-annually (the "1.700% Senior Notes"), and $750 million aggregate principal amount of unsecured senior notes due June 15, 2030, which bear interest at a fixed rate of 2.950%, payable semi-annually (the "2.950% Senior Notes"). The 1.700% Senior Notes and 2.950% Senior Notes were issued at prices equal to 99.880% and 98.995% of their principal amounts, respectively. The proceeds from these offerings are being used for general corporate purposes, which included the repayment of $475 million previously outstanding under the Company's Global Credit Facility (as defined below) on June 3, 2020 and repayment of its previously outstanding $300 million principal amount of unsecured 2.625% senior notes that matured August 18, 2020 (the "2.625% Senior Notes").
The Company has the option to redeem the 3.750% Senior Notes, 1.700% Senior Notes, and 2.950% Senior Notes (collectively, the "Senior Notes"), in whole or in part, at any time at a price equal to accrued and unpaid interest on the redemption date plus the greater of (i) 100% of the principal amount of the series of Senior Notes to be redeemed or (ii) the sum of the present value of Remaining Scheduled Payments, as defined in the supplemental indentures governing such Senior Notes (together with the indenture governing the Senior Notes, the "Indenture"). The Indenture contains certain covenants that restrict the Company's ability, subject to specified exceptions, to incur certain liens; enter into sale and leaseback transactions; consolidate or merge with another party; or sell, lease, or convey all or substantially all of the Company's property or assets to another party. However, the Indenture does not contain any financial covenants.
| 22 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Commercial Paper
The Company has a commercial paper borrowing program that allows it to issue up to $500 million of unsecured commercial paper notes through private placement using third-party broker-dealers (the "Commercial Paper Program").
Borrowings under the Commercial Paper Program are supported by the Global Credit Facility (as defined below). Accordingly, the Company does not expect combined borrowings outstanding under the Commercial Paper Program and Global Credit Facility to exceed $500 million. Commercial Paper Program borrowings may be used to support the Company's general working capital and corporate needs. Maturities of commercial paper notes vary, but cannot exceed 397 days from the date of issuance. Commercial paper notes issued under the Commercial Paper Program rank equally in seniority with the Company's other forms of unsecured indebtedness. As of both September 25, 2021 and March 27, 2021, there were no borrowings outstanding under the Commercial Paper Program.
Revolving Credit Facilities
Global Credit Facility
In August 2019, the Company replaced its then existing credit facility and entered into a new credit facility that provides for a $500 million senior unsecured revolving line of credit through August 12, 2024 (the "Global Credit Facility") under terms and conditions substantially similar to those of the previous facility. The Global Credit Facility is also used to support the issuance of letters of credit and maintenance of the Commercial Paper Program. Borrowings under the Global Credit Facility may be denominated in U.S. Dollars and certain other currencies, including Euros, Hong Kong Dollars, and Japanese Yen, and are guaranteed by all of the Company's domestic significant subsidiaries. In accordance with the terms of the agreement governing the Global Credit Facility, the Company has the ability to expand its borrowing availability under the Global Credit Facility to $1 billion, subject to the agreement of one or more new or existing lenders under the facility to increase their commitments. There are no mandatory reductions in borrowing ability throughout the term of the Global Credit Facility.
Under the Global Credit Facility as originally implemented, U.S. Dollar-denominated borrowings bear interest, at the Company's option, either at (a) a base rate, by reference to the greatest of: (i) the annual prime commercial lending rate of JPMorgan Chase Bank, N.A. in effect from time to time, (ii) the weighted-average overnight Federal funds rate plus 50 basis points, or (iii) one-month LIBOR plus 100 basis points; or (b) LIBOR, adjusted for the Federal Reserve Board's Eurocurrency liabilities maximum reserve percentage, plus a spread of 75 basis points, subject to adjustment based on the Company's credit ratings ("Adjusted LIBOR"). Foreign currency-denominated borrowings bear interest at Adjusted LIBOR. In addition to paying interest on any outstanding borrowings under the Global Credit Facility, the Company is required to pay a commitment fee to the lenders under the Global Credit Facility relating to the unutilized commitments. The commitment fee rate of 6.5 basis points is subject to adjustment based on the Company's credit ratings. These provisions were amended in May 2020, as discussed further below.
The Global Credit Facility contains a number of covenants that, among other things, restrict the Company's ability, subject to specified exceptions, to incur additional debt; incur liens; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve itself; engage in businesses that are not in a related line of business; make loans, advances, or guarantees; engage in transactions with affiliates; and make certain investments. As originally implemented, the Global Credit Facility also required the Company to maintain a maximum ratio of Adjusted Debt to Consolidated EBITDAR (the "leverage ratio") of no greater than 4.25 as of the date of measurement for the four most recent consecutive fiscal quarters. Adjusted Debt is defined generally as consolidated debt outstanding, including finance lease obligations, plus all operating lease obligations. Consolidated EBITDAR is defined generally as consolidated net income plus (i) income tax expense, (ii) net interest expense, (iii) depreciation and amortization expense, (iv) operating lease cost, (v) restructuring and other non-recurring expenses, and (vi) acquisition-related costs. This requirement was amended in May 2020, as discussed below.
In May 2020, the Company entered into an amendment of its Global Credit Facility (the "Amendment"). Under the Amendment, until the earlier of (a) the date on which the Company provides the periodic reporting information required under the Global Credit Facility for the quarter ending September 30, 2021 and (b) the date on which the Company certifies that its leverage ratio as of the last day of the two most recent fiscal quarters was no greater than 4.25 (the "Ratings-Based Toggle Date"), for loans based on Adjusted LIBOR, the spread over Adjusted LIBOR will be increased to 187.5 basis points, the spread on loans based on the base rate will be 87.5 basis points and the commitment fee will be increased to 25 basis points, in each case with no adjustments based on the Company's credit ratings. This pricing will return to the original levels set forth in
| 23 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the Global Credit Facility, as discussed above, on the Ratings-Based Toggle Date. Additionally, the leverage ratio requirements have been waived until the quarter ending September 30, 2021. The maximum permitted leverage ratio for that fiscal quarter would be 5.25. For the fiscal quarters ending December 31, 2021 and March 31, 2022, the maximum permitted leverage ratio would be 4.75. For each fiscal quarter ending on or after June 30, 2022, the maximum permitted leverage ratio would return to 4.25. The Amendment also (a) imposes a new requirement that would remain in effect until the Ratings-Based Toggle Date that the aggregate amount of unrestricted cash of the Company and its subsidiaries plus the undrawn amounts available under the Global Credit Facility may not be less than $750 million, (b) restricts the amount of dividends and distributions on, or purchases, redemptions, repurchases, retirements or acquisitions of, the Company's stock until the Specified Period Termination Date (as defined below), (c) until March 31, 2021, amended the material adverse change representation to disregard pandemic-related impacts to the business, and (d) until the Specified Period Termination Date, adds certain other restrictions on indebtedness incurred by the Company and its subsidiaries and investments and acquisitions by the Company and its subsidiaries. The "Specified Period Termination Date" is the earlier of (i) the date on which the Company provides the periodic reporting information required under the Global Credit Facility for the quarter ending June 30, 2022 and (ii) the date on which the Company certifies that its leverage ratio as of the last day of the two most recent fiscal quarters was no greater than 4.25.
Upon the occurrence of an Event of Default under the Global Credit Facility, the lenders may cease making loans, terminate the Global Credit Facility, and declare all amounts outstanding to be immediately due and payable. The Global Credit Facility specifies a number of events of default (many of which are subject to applicable grace periods), including, among others, the failure to make timely principal, interest, and fee payments or to satisfy the covenants, including the financial covenant described above. Additionally, the Global Credit Facility provides that an Event of Default will occur if Mr. Ralph Lauren, the Company's Executive Chairman and Chief Creative Officer, and entities controlled by the Lauren family fail to maintain a specified minimum percentage of the voting power of the Company's common stock. As of September 25, 2021, no Event of Default (as such term is defined pursuant to the Global Credit Facility) has occurred under the Company's Global Credit Facility.
As of both September 25, 2021 and March 27, 2021, there were no borrowings outstanding under the Global Credit Facility. In addition, the Company was contingently liable for $9.5 million and $8.9 million of outstanding letters of credit as of September 25, 2021 and March 27, 2021, respectively.
Pan-Asia Borrowing Facilities
Certain of the Company's subsidiaries in Asia have uncommitted credit facilities with regional branches of JPMorgan Chase in China and South Korea (the "Pan-Asia Credit Facilities"). Additionally, the Company's Japan subsidiary has an uncommitted overdraft facility with Sumitomo Mitsui Banking Corporation (the "Japan Overdraft Facility"). The Pan-Asia Credit Facilities and Japan Overdraft Facility (collectively, the "Pan-Asia Borrowing Facilities") are subject to annual renewal and may be used to fund general working capital needs of the Company's operations in the respective countries. Borrowings under the Pan-Asia Borrowing Facilities are guaranteed by the parent company and are granted at the sole discretion of the respective banks, subject to availability of the banks' funds and satisfaction of certain regulatory requirements. The Pan-Asia Borrowing Facilities do not contain any financial covenants. A summary of the Company's Pan-Asia Borrowing Facilities by country is as follows:
-
China Credit Facility — provides Ralph Lauren Trading (Shanghai) Co., Ltd. with a revolving line of credit of up to 50 million Chinese Renminbi (approximately $8 million) through April 3, 2022, which is also able to be used to support bank guarantees.
-
South Korea Credit Facility — provides Ralph Lauren (Korea) Ltd. with a revolving line of credit of up to 30 billion South Korean Won (approximately $25 million) through October 28, 2022.
-
Japan Overdraft Facility — provides Ralph Lauren Corporation Japan with an overdraft amount of up to 5 billion Japanese Yen (approximately $45 million) through April 28, 2022.
As of both September 25, 2021 and March 27, 2021, there were no borrowings outstanding under the Pan-Asia Borrowing Facilities.
Refer to Note 11 of the Fiscal 2021 10-K for additional discussion of the terms and conditions of the Company's debt and credit facilities.
| 24 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. Fair Value Measurements
U.S. GAAP prescribes a three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy for a particular asset or liability depends on the inputs used in its valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally-derived (unobservable). A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
-
Level 1 — inputs to the valuation methodology based on quoted prices (unadjusted) for identical assets or liabilities in active markets.
-
Level 2 — inputs to the valuation methodology based on quoted prices for similar assets or liabilities in active markets for substantially the full term of the financial instrument; quoted prices for identical or similar instruments in markets that are not active for substantially the full term of the financial instrument; and model-derived valuations whose inputs or significant value drivers are observable.
-
Level 3 — inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement.
The following table summarizes the Company's financial assets and liabilities that are measured and recorded at fair value on a recurring basis, excluding accrued interest components:
| September 25, 2021 | March 27, 2021 | |||||||||||||
| (millions) | ||||||||||||||
| Derivative assets**(a)** | $ | 16.1 | $ | 15.8 | ||||||||||
| Derivative liabilities**(a)** | 41.1 | 55.4 |
**(a)**Based on Level 2 measurements.
The Company's derivative financial instruments are recorded at fair value in its consolidated balance sheets and are valued using pricing models that are primarily based on market observable external inputs, including spot and forward currency exchange rates, benchmark interest rates, and discount rates consistent with the instrument's tenor, and consider the impact of the Company's own credit risk, if any. Changes in counterparty credit risk are also considered in the valuation of derivative financial instruments.
To the extent the Company invests in commercial paper, such investments are classified as available-for-sale and recorded at fair value in its consolidated balance sheets using external pricing data, based on interest rates and credit ratings for similar issuances with the same remaining term as the Company's investments. To the extent the Company invests in bonds, such investments are also classified as available-for-sale and recorded at fair value in its consolidated balance sheets based on quoted prices in active markets.
The Company's cash and cash equivalents, restricted cash, and time deposits are recorded at carrying value, which generally approximates fair value based on Level 1 measurements.
The Company's debt instruments are recorded at their amortized cost in its consolidated balance sheets, which may differ from their respective fair values. The fair values of the Senior Notes are estimated based on external pricing data, including available quoted market prices, and with reference to comparable debt instruments with similar interest rates, credit ratings, and trading frequency, among other factors. The fair values of the Company's commercial paper notes and borrowings outstanding under its credit facilities, if any, are estimated using external pricing data, based on interest rates and credit ratings for similar issuances with the same remaining term as the Company's outstanding borrowings. Due to their short-term nature, the fair values of the Company's commercial paper notes and borrowings outstanding under its credit facilities, if any, generally approximate their amortized cost carrying values.
| 25 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the carrying values and the estimated fair values of the Company's debt instruments:
| September 25, 2021 | March 27, 2021 | |||||||||||||||||||||||||
| Carrying Value**(a)** | Fair Value**(b)** | Carrying Value**(a)** | Fair Value**(b)** | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| $400 million 3.750% Senior Notes | $ | 397.4 | $ | 440.6 | $ | 397.1 | $ | 443.4 | ||||||||||||||||||
| $500 million 1.700% Senior Notes | 499.1 | 505.1 | 498.4 | 507.8 | ||||||||||||||||||||||
| $750 million 2.950% Senior Notes | 738.1 | 797.3 | 737.4 | 779.4 |
**(a)**See Note 10 for discussion of the carrying values of the Company's senior notes.
**(b)**Based on Level 2 measurements.
Unrealized gains or losses resulting from changes in the fair value of the Company's debt instruments do not result in the realization or expenditure of cash unless the debt is retired prior to its maturity.
Non-financial Assets and Liabilities
The Company's non-financial assets, which primarily consist of goodwill, other intangible assets, property and equipment, and lease-related ROU assets, are not required to be measured at fair value on a recurring basis, and instead are reported at their amortized cost in its consolidated balance sheet. However, on a periodic basis or whenever events or changes in circumstances indicate that they may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), the respective carrying value of non-financial assets are assessed for impairment and, if ultimately considered impaired, are adjusted and written down to their fair value, as estimated based on consideration of external market participant assumptions and discounted cash flows.
During the three-month and six-month periods ended September 25, 2021 and September 26, 2020, the Company recorded non-cash impairment charges to reduce the carrying values of certain long-lived assets to their estimated fair values. The fair values of these assets were determined based on Level 3 measurements, the related inputs of which included estimates of the amount and timing of the assets' net future discounted cash flows (including any potential sublease income for lease-related ROU assets), based on historical experience and consideration of current trends, market conditions, and comparable sales, as applicable.
The following tables summarize non-cash impairment charges recorded by the Company during the fiscal periods presented to reduce the carrying values of certain long-lived assets to their estimated fair values as of the assessment date:
| Three Months Ended | ||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||||
| Long-Lived Asset Category | Fair Value as of Impairment Date | Total Impairments | Fair Value as of Impairment Date | Total Impairments | ||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Property and equipment, net | $ | — | $ | 0.6 | $ | — | $ | 10.8 | ||||||||||||||||||
| Operating lease right-of-use assets | — | 0.1 | 33.9 | 20.2 |
| Six Months Ended | ||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||||
| Long-Lived Asset Category | Fair Value as of Impairment Date | Total Impairments | Fair Value as of Impairment Date | Total Impairments | ||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Property and equipment, net | $ | — | $ | 1.0 | $ | — | $ | 10.8 | ||||||||||||||||||
| Operating lease right-of-use assets | 16.8 | 18.3 | 33.9 | 22.3 |
| 26 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
See Note 7 for additional discussion regarding non-cash impairment charges recorded by the Company within the consolidated statements of operations during the fiscal periods presented.
No impairment charges associated with goodwill or other intangible assets were recorded during either of the six-month periods ended September 25, 2021 or September 26, 2020. The Company performed its annual goodwill impairment assessment using a qualitative approach as of the beginning of the second quarter of Fiscal 2022. In performing the assessment, the Company identified and considered the significance of relevant key factors, events, and circumstances that affected the fair values and/or carrying amounts of its reporting units with allocated goodwill. These factors included external factors such as macroeconomic, industry, and market conditions, as well as entity-specific factors, such as the Company's actual and expected financial performance. Additionally, the Company also considered the results of its most recent quantitative goodwill impairment test, which was performed as of the end of Fiscal 2020 and incorporated assumptions related to COVID-19 business disruptions, the results of which indicated that the fair values of these reporting units significantly exceeded their respective carrying values. Based on the results of its qualitative goodwill impairment assessment, the Company concluded that it is not more likely than not that the fair values of its reporting units are less than their respective carrying values and there were no reporting units at risk of impairment.
12. Financial Instruments
Derivative Financial Instruments
The Company is exposed to changes in foreign currency exchange rates, primarily relating to certain anticipated cash flows and the value of the reported net assets of its international operations, as well as changes in the fair value of its fixed-rate debt obligations attributed to changes in benchmark interest rates. Accordingly, based on its assessment thereof, the Company may use derivative financial instruments to manage and mitigate such risks. The Company does not use derivatives for speculative or trading purposes.
The following table summarizes the Company's outstanding derivative instruments recorded on its consolidated balance sheets as of September 25, 2021 and March 27, 2021:
| Notional Amounts | Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative Instrument**(a)** | September 25, 2021 | March 27, 2021 | September 25, 2021 | March 27, 2021 | September 25, 2021 | March 27, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance Sheet Line**(b)** | Fair Value | Balance Sheet Line**(b)** | Fair Value | Balance Sheet Line**(b)** | Fair Value | Balance Sheet Line**(b)** | Fair Value | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Designated Hedges: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FC — Cash flow hedges | $ | 86.9 | $ | 168.9 | PP | $ | 3.2 | PP | $ | 5.0 | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment hedges**(c)** | 721.6 | 723.2 | ONCA | 12.9 | ONCA | 10.2 | ONCL | 40.7 | ONCL | 55.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Designated Hedges | 808.5 | 892.1 | 16.1 | 15.2 | 40.7 | 55.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Undesignated Hedges: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FC — Undesignated hedges**(d)** | 198.6 | 242.4 | — | PP | 0.6 | AE | 0.4 | AE | 0.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Hedges | $ | 1,007.1 | $ | 1,134.5 | $ | 16.1 | $ | 15.8 | $ | 41.1 | $ | 55.4 |
**(a)**FC = Forward foreign currency exchange contracts.
**(b)**PP = Prepaid expenses and other current assets; AE = Accrued expenses and other current liabilities; ONCA = Other non-current assets; ONCL = Other non-current liabilities.
**(c)**Includes cross-currency swaps designated as hedges of the Company's net investment in certain foreign operations.
**(d)**Relates to third-party and intercompany foreign currency-denominated exposures and balances.
| 27 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company presents the fair values of its derivative assets and liabilities recorded on its consolidated balance sheets on a gross basis, even when they are subject to master netting arrangements. However, if the Company were to offset and record the asset and liability balances of all of its derivative instruments on a net basis in accordance with the terms of each of its master netting arrangements, spread across nine separate counterparties, the amounts presented in the consolidated balance sheets as of September 25, 2021 and March 27, 2021 would be adjusted from the current gross presentation as detailed in the following table:
| September 25, 2021 | March 27, 2021 | |||||||||||||||||||||||||||||||||||||
| Gross Amounts Presented in the Balance Sheet | Gross Amounts Not Offset in the Balance Sheet that are Subject to Master Netting Agreements | Net Amount | Gross Amounts Presented in the Balance Sheet | Gross Amounts Not Offset in the Balance Sheet that are Subject to Master Netting Agreements | Net Amount | |||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||
| Derivative assets | $ | 16.1 | $ | (0.3) | $ | 15.8 | $ | 15.8 | $ | (0.3) | $ | 15.5 | ||||||||||||||||||||||||||
| Derivative liabilities | 41.1 | (0.3) | 40.8 | 55.4 | (0.3) | 55.1 |
The Company's master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties. See Note 3 for further discussion of the Company's master netting arrangements.
The following tables summarize the pretax impact of gains and losses from the Company's designated derivative instruments on its consolidated financial statements for the three-month and six-month periods ended September 25, 2021 and September 26, 2020:
| Gains (Losses) Recognized in OCI | ||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Designated Hedges: | ||||||||||||||||||||||||||
| FC — Cash flow hedges | $ | 1.6 | $ | (3.6) | $ | 0.2 | $ | (6.6) | ||||||||||||||||||
| Net investment hedges — effective portion | 14.4 | (25.0) | 5.2 | (24.3) | ||||||||||||||||||||||
| Net investment hedges — portion excluded from assessment of hedge effectiveness | 1.2 | (4.5) | 11.8 | (21.3) | ||||||||||||||||||||||
| Total Designated Hedges | $ | 17.2 | $ | (33.1) | $ | 17.2 | $ | (52.2) |
| Location and Amount of Gains (Losses) from Cash Flow Hedges Reclassified from AOCI to Earnings | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | Other income (expense), net | Cost of goods sold | Other income (expense), net | Cost of goods sold | Other income (expense), net | Cost of goods sold | Other income (expense), net | |||||||||||||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total amounts presented in the consolidated statements of operations in which the effects of related cash flow hedges are recorded | $ | (488.9) | $ | (1.4) | $ | (394.1) | $ | 1.8 | $ | (897.1) | $ | (0.5) | $ | (532.9) | $ | 3.9 | ||||||||||||||||||||||||||||||||||
| Effects of cash flow hedging: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| FC — Cash flow hedges | 0.2 | — | 4.8 | — | 0.1 | — | 6.5 | (0.3) |
| 28 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Gains (Losses) from Net Investment Hedges Recognized in Earnings | Location of Gains (Losses) Recognized in Earnings | |||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||
| Net Investment Hedges | ||||||||||||||||||||||||||||||||
| Net investment hedges — portion excluded from assessment of hedge effectiveness**(a)** | $ | 2.9 | $ | 2.9 | $ | 5.7 | $ | 5.6 | Interest expense | |||||||||||||||||||||||
| Total Net Investment Hedges | $ | 2.9 | $ | 2.9 | $ | 5.7 | $ | 5.6 |
**(a)**Amounts recognized in other comprehensive income (loss) ("OCI") relating to the effective portion of the Company's net investment hedges would be recognized in earnings only upon the sale or liquidation of the hedged net investment.
As of September 25, 2021, it is estimated that $4.9 million of pretax net gains on both outstanding and matured derivative instruments designated and qualifying as cash flow hedges deferred in AOCI will be recognized in earnings over the next twelve months. Amounts ultimately recognized in earnings will depend on exchange rates in effect when outstanding derivative instruments are settled.
The following table summarizes the pretax impact of gains and losses from the Company's undesignated derivative instruments on its consolidated financial statements for the three-month and six-month periods ended September 25, 2021 and September 26, 2020:
| Gains (Losses) Recognized in Earnings | Location of Gains (Losses) Recognized in Earnings | |||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||
| Undesignated Hedges: | ||||||||||||||||||||||||||||||||
| FC — Undesignated hedges | $ | 1.5 | $ | (0.8) | $ | 0.5 | $ | 3.9 | Other income (expense), net | |||||||||||||||||||||||
| Total Undesignated Hedges | $ | 1.5 | $ | (0.8) | $ | 0.5 | $ | 3.9 |
Risk Management Strategies
Forward Foreign Currency Exchange Contracts
The Company uses forward foreign currency exchange contracts to mitigate its risk related to exchange rate fluctuations on inventory transactions made in an entity's non-functional currency, the settlement of foreign currency-denominated balances, and the translation of certain foreign operations' net assets into U.S. dollars. As part of its overall strategy for managing the level of exposure to such exchange rate risk, relating primarily to the Euro, the Japanese Yen, the South Korean Won, the Australian Dollar, the Canadian Dollar, the British Pound Sterling, the Swiss Franc, and the Chinese Renminbi, the Company generally hedges a portion of its related exposures anticipated over the next twelve months using forward foreign currency exchange contracts with maturities of two months to one year to provide continuing coverage over the period of the respective exposure.
Cross-Currency Swap Contracts
The Company periodically designates pay-fixed rate, receive fixed-rate cross-currency swap contracts as hedges of its net investment in certain of its European subsidiaries.
The Company's pay-fixed rate, receive-fixed rate cross-currency swap contracts swap U.S. Dollar-denominated fixed interest rate payments based on the contract's notional amount and the fixed rate of interest payable on certain of the Company's senior notes for Euro-denominated fixed interest rate payments, thereby economically converting a portion of its fixed-rate U.S. Dollar-denominated senior note obligations to fixed rate Euro-denominated obligations.
See Note 3 for further discussion of the Company's accounting policies relating to its derivative financial instruments.
| 29 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Investments
As of September 25, 2021, the Company's investments were all classified as short-term and consisted of $673.1 million of time deposits. The Company's investments as of March 27, 2021 were also all classified as short-term and consisted of $197.5 million of time deposits.
No significant realized or unrealized gains or losses on available-for-sale investments or impairment charges were recorded during any of the fiscal periods presented.
Refer to Note 3 of the Fiscal 2021 10-K for further discussion of the Company's accounting policies relating to its investments.
13. Commitments and Contingencies
The Company is involved, from time to time, in litigation, other legal claims, and proceedings involving matters associated with or incidental to its business, including, among other things, matters involving credit card fraud, trademark and other intellectual property, licensing, importation and exportation of its products, taxation, unclaimed property, leases, and employee relations. The Company believes at present that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on its consolidated financial statements. However, the Company's assessment of any current litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact which are not in accord with management's evaluation of the possible liability or outcome of such litigation or claims.
In the normal course of business, the Company may enter into certain guarantees or other agreements that provide general indemnifications. The Company has not made any significant indemnification payments under such agreements in the past and does not currently anticipate incurring any material indemnification payments.
14. Equity
Common Stock Repurchase Program
On May 13, 2019, the Company's Board of Directors approved an expansion of the Company's existing common stock repurchase program that allowed it to repurchase up to an additional $600 million of Class A common stock. As of September 25, 2021, the remaining availability under the Company's Class A common stock repurchase program was approximately $580 million. Repurchases of shares of Class A common stock are subject to certain restrictions under the Company's Global Credit Facility and more generally overall business and market conditions. Accordingly, in response to business disruptions related to the COVID-19 pandemic, effective beginning in the first quarter of Fiscal 2021, the Company temporarily suspended its common stock repurchase program as a preemptive action to preserve cash and strengthen its liquidity position. However, the Company anticipates resuming activities under its Class A common stock repurchase program during the second half of Fiscal 2022.
In addition, during the six-month periods ended September 25, 2021 and September 26, 2020, 0.3 million and 0.5 million shares of Class A common stock, respectively, at a cost of $39.9 million and $35.5 million, respectively, were surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards under the Company's long-term stock incentive plans.
Repurchased and surrendered shares are accounted for as treasury stock at cost and held in treasury for future use.
Dividends
Except as discussed below, the Company has maintained a regular quarterly cash dividend program on its common stock since 2003.
In response to business disruptions related to the COVID-19 pandemic, effective beginning in the first quarter of Fiscal 2021 the Company temporarily suspended its quarterly cash dividend program as a preemptive action to preserve cash and strengthen its liquidity position. On May 19, 2021, the Company's Board of Directors approved the reinstatement of its
| 30 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
quarterly cash dividend program at the pre-pandemic amount of $0.6875 per share. The second quarter Fiscal 2022 dividend of $0.6875 per share was declared on September 10, 2021, was payable to shareholders of record at the close of business on September 24, 2021, and was paid on October 8, 2021.
The Company intends to pay regular dividends on its outstanding common stock. However, any decision to declare and pay dividends in the future will be made at the discretion of the Company's Board of Directors and will depend on the Company's results of operations, cash requirements, financial condition, and other factors that the Board of Directors may deem relevant, including economic and market conditions.
15. Accumulated Other Comprehensive Income (Loss)
The following table presents OCI activity, net of tax, accumulated in equity:
| Foreign Currency Translation Gains (Losses)****(a) | Net Unrealized Gains (Losses) on Cash Flow Hedges**(b)** | Net Unrealized Gains (Losses) on Defined Benefit Plans**(c)** | Total Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Balance at March 27, 2021 | $ | (123.2) | $ | 4.6 | $ | (2.2) | $ | (120.8) | ||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||
| OCI before reclassifications | 0.8 | 0.2 | — | 1.0 | ||||||||||||||||||||||
| Amounts reclassified from AOCI to earnings | — | (0.1) | (0.1) | (0.2) | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | 0.8 | 0.1 | (0.1) | 0.8 | ||||||||||||||||||||||
| Balance at September 25, 2021 | $ | (122.4) | $ | 4.7 | $ | (2.3) | $ | (120.0) | ||||||||||||||||||
| Balance at March 28, 2020 | $ | (130.4) | $ | 18.0 | $ | (5.8) | $ | (118.2) | ||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||
| OCI before reclassifications | 30.3 | (5.8) | (0.3) | 24.2 | ||||||||||||||||||||||
| Amounts reclassified from AOCI to earnings | — | (5.5) | — | (5.5) | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | 30.3 | (11.3) | (0.3) | 18.7 | ||||||||||||||||||||||
| Balance at September 26, 2020 | $ | (100.1) | $ | 6.7 | $ | (6.1) | $ | (99.5) |
**(a)**OCI before reclassifications to earnings related to foreign currency translation gains (losses) includes an income tax provision of $4.0 million and an income tax benefit of $11.2 million for the six-month periods ended September 25, 2021 and September 26, 2020, respectively. OCI before reclassifications to earnings for the six-month periods ended September 25, 2021 and September 26, 2020 includes a gain of $13.0 million (net of a $4.0 million income tax provision) and a loss of $34.8 million (net of a $10.8 million income tax benefit), respectively, related to changes in the fair values of instruments designated as hedges of the Company's net investment in certain foreign operations (see Note 12).
**(b)**OCI before reclassifications to earnings related to net unrealized gains (losses) on cash flow hedges are presented net of an immaterial tax effect for the six-month period ended September 25, 2021 and net of an income tax benefit of $0.8 million for the six-month period ended September 26, 2020. The tax effects on amounts reclassified from AOCI to earnings are presented in a table below.
**(c)**Activity is presented net of taxes, which were immaterial for both periods presented.
| 31 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents reclassifications from AOCI to earnings for cash flow hedges, by component:
| Three Months Ended | Six Months Ended | Location of Gains (Losses) Reclassified from AOCI to Earnings | ||||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||
| Gains (losses) on cash flow hedges**(a)****:** | ||||||||||||||||||||||||||||||||
| FC — Cash flow hedges | $ | 0.2 | $ | 4.8 | $ | 0.1 | $ | 6.5 | Cost of goods sold | |||||||||||||||||||||||
| FC — Cash flow hedges | — | — | — | (0.3) | Other income (expense), net | |||||||||||||||||||||||||||
| Tax effect | — | (0.5) | — | (0.7) | Income tax benefit (provision) | |||||||||||||||||||||||||||
| Net of tax | $ | 0.2 | $ | 4.3 | $ | 0.1 | $ | 5.5 |
**(a)**FC = Forward foreign currency exchange contracts.
16. Stock-based Compensation
The Company's stock-based compensation awards are currently issued under the 2019 Incentive Plan, which was approved by its stockholders on August 1, 2019. However, any prior awards granted under either the Company's 2010 Incentive Plan or 1997 Incentive Plan remain subject to the terms of those plans, as applicable. Any awards that expire, are forfeited, or are surrendered to the Company in satisfaction of taxes are available for issuance under the 2019 Incentive Plan.
Refer to Note 18 of the Fiscal 2021 10-K for a detailed description of the Company's stock-based compensation awards, including information related to vesting terms, service, performance, and market conditions and payout percentages.
Impact on Results
A summary of total stock-based compensation expense and the related income tax benefits recognized during the three-month and six-month periods ended September 25, 2021 and September 26, 2020 is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Compensation expense**(a)** | $ | 22.2 | $ | 19.5 | $ | 40.6 | (a) | $ | 34.6 | |||||||||||||||||
| Income tax benefit | (3.6) | (3.6) | (6.6) | (6.7) |
**(a)**Includes $2.0 million of accelerated stock-based compensation expense recorded within restructuring and other charges in the consolidated statements of operations (see Note 8). All other stock-based compensation expense was recorded within SG&A expenses.
The Company issues its annual grants of stock-based compensation awards in the first half of each fiscal year. Due to the timing of the annual grants and other factors, including the timing and magnitude of forfeiture and performance goal achievement adjustments, as well as changes to the size and composition of the eligible employee population, stock-based compensation expense recognized during any given fiscal period is not indicative of the level of compensation expense expected to be incurred in future periods.
Service-based RSUs
The fair values of service-based RSUs granted to certain of the Company's senior executives and other employees, as well as to non-employee directors, are based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for any awards for which dividend equivalent amounts do not accrue to the holder while outstanding and unvested. The weighted-average grant date fair values of service-based RSU awards granted were $117.97 and $63.57 per share during the six-month periods ended September 25, 2021 and September 26, 2020, respectively.
| 32 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of service-based RSU activity during the six months ended September 25, 2021 is as follows:
| Number of Service-based RSUs | ||||||||
| Unvested at March 27, 2021 | 1,809 | |||||||
| Granted | 524 | |||||||
| Vested | (582) | |||||||
| Forfeited | (69) | |||||||
| Unvested at September 25, 2021 | 1,682 |
Performance-based RSUs
The fair values of the Company's performance-based RSUs granted to its senior executives and other key employees are based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for any awards for which dividend equivalent amounts do not accrue to the holder while outstanding and unvested. The weighted-average grant date fair values of performance-based RSU awards granted was $117.79 during the six months ended September 25, 2021. No such awards were granted during the six months ended September 26, 2020.
Market-based RSUs
The Company grants market-based RSUs, which are based on total shareholder return ("TSR") performance, to its senior executives and other key employees. The Company estimates the fair value of its TSR awards on the date of grant using a Monte Carlo simulation, which models multiple stock price paths of the Company's Class A common stock and that of its peer group to evaluate and determine its ultimate expected relative TSR performance ranking. Compensation expense, net of estimated forfeitures, is recorded regardless of whether, and the extent to which, the market condition is ultimately satisfied. The weighted-average grant date fair values of market-based RSUs granted was $146.46 per share during the six months ended September 25, 2021. No such awards were granted during the six months ended September 26, 2020. The assumptions used to estimate the fair value of TSR awards granted during the six months ended September 25, 2021 were as follows:
| Six Months Ended | ||||||||||||||||||||
| September 25, 2021 | ||||||||||||||||||||
| Expected volatility | 46.8 | % | ||||||||||||||||||
| Expected dividend yield | 2.2 | % | ||||||||||||||||||
| Risk-free interest rate | 0.4 | % | ||||||||||||||||||
A summary of performance-based RSU activity including TSR awards during the six months ended September 25, 2021 is as follows:
| Number of Performance-based RSUs | ||||||||
| (thousands) | ||||||||
| Unvested at March 27, 2021 | 600 | |||||||
| Granted | 239 | |||||||
| Change due to performance and/or market condition achievement | 9 | |||||||
| Vested | (229) | |||||||
| Forfeited | (13) | |||||||
| Unvested at September 25, 2021 | 606 |
| 33 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock Options
A summary of stock option activity during the six months ended September 25, 2021 is as follows:
| Number of Options | ||||||||
| (thousands) | ||||||||
| Options outstanding at March 27, 2021 | 255 | |||||||
| Granted | — | |||||||
| Exercised | — | |||||||
| Cancelled/Forfeited | (250) | |||||||
| Options outstanding at September 25, 2021 | 5 |
17. Segment Information
The Company has three reportable segments based on its business activities and organization:
-
North America — The North America segment primarily consists of sales of Ralph Lauren branded apparel, footwear, accessories, home furnishings, and related products made through the Company's retail and wholesale businesses in the U.S. and Canada. In North America, the Company's retail business is primarily comprised of its Ralph Lauren stores, its factory stores, and its digital commerce site, www.RalphLauren.com. The Company's wholesale business in North America is comprised primarily of sales to department stores, and to a lesser extent, specialty stores.
-
Europe — The Europe segment primarily consists of sales of Ralph Lauren branded apparel, footwear, accessories, home furnishings, and related products made through the Company's retail and wholesale businesses in Europe, the Middle East, and Latin America. In Europe, the Company's retail business is primarily comprised of its Ralph Lauren stores, its factory stores, its concession-based shop-within-shops, and its various digital commerce sites. The Company's wholesale business in Europe is comprised of a varying mix of sales to both department stores and specialty stores, depending on the country, as well as to various third-party digital partners.
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Asia — The Asia segment primarily consists of sales of Ralph Lauren branded apparel, footwear, accessories, home furnishings, and related products made through the Company's retail and wholesale businesses in Asia, Australia, and New Zealand. The Company's retail business in Asia is primarily comprised of its Ralph Lauren stores, its factory stores, its concession-based shop-within-shops, and its various digital commerce sites. In addition, the Company sells its products online through various third-party digital partner commerce sites. The Company's wholesale business in Asia is comprised primarily of sales to department stores, with related products distributed through shop-within-shops.
No operating segments were aggregated to form the Company's reportable segments. In addition to these reportable segments, the Company also has other non-reportable segments, which primarily consist of (i) sales of Club Monaco branded products made through its retail and wholesale businesses in the U.S., Canada, and Europe, and its licensing alliances in Asia, and (ii) royalty revenues earned through its global licensing alliances, excluding Club Monaco. As discussed in Note 8, the Company completed the sale of its Club Monaco business at the end of its first quarter Fiscal 2022.
The Company's segment reporting structure is consistent with how it establishes its overall business strategy, allocates resources, and assesses performance of its business. The accounting policies of the Company's segments are consistent with those described in Notes 2 and 3 of the Fiscal 2021 10-K. Sales and transfers between segments are generally recorded at cost and treated as transfers of inventory. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. Each segment's performance is evaluated based upon net revenues and operating income before restructuring-related charges, impairment of assets, and certain other one-time items, if any. Certain corporate overhead expenses related to global functions, most notably the Company's executive office, information technology, finance and accounting, human resources, and legal departments, largely remain at corporate. Additionally, other costs that cannot be allocated to the segments based on specific usage are also maintained at corporate, including corporate advertising and marketing expenses, depreciation and amortization of corporate assets, and other general and administrative expenses resulting from corporate-level activities and projects.
| 34 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Net revenues for each of the Company's segments are as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Net revenues: | ||||||||||||||||||||||||||
| North America | $ | 703.1 | $ | 542.9 | $ | 1,365.2 | $ | 708.0 | ||||||||||||||||||
| Europe | 495.5 | 359.5 | 850.4 | 480.2 | ||||||||||||||||||||||
| Asia | 269.9 | 236.6 | 558.1 | 408.5 | ||||||||||||||||||||||
| Other non-reportable segments | 35.6 | 54.5 | 106.7 | 84.3 | ||||||||||||||||||||||
| Total net revenues | $ | 1,504.1 | $ | 1,193.5 | $ | 2,880.4 | $ | 1,681.0 |
Operating income (loss) for each of the Company's segments is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Operating income (loss)(a): | ||||||||||||||||||||||||||
| North America | $ | 170.6 | $ | 123.3 | $ | 356.9 | $ | 98.5 | ||||||||||||||||||
| Europe | 161.8 | 83.6 | 256.3 | 66.7 | ||||||||||||||||||||||
| Asia | 43.4 | 41.1 | 103.8 | 51.2 | ||||||||||||||||||||||
| Other non-reportable segments | 32.3 | 15.2 | 67.7 | 16.1 | ||||||||||||||||||||||
| 408.1 | 263.2 | 784.7 | 232.5 | |||||||||||||||||||||||
| Unallocated corporate expenses | (148.5) | (123.0) | (303.8) | (253.3) | ||||||||||||||||||||||
| Unallocated restructuring and other charges**(b)** | (7.7) | (160.5) | (8.4) | (167.5) | ||||||||||||||||||||||
| Total operating income (loss) | $ | 251.9 | $ | (20.3) | $ | 472.5 | $ | (188.3) |
**(a)**During the three months ended September 26, 2020, segment operating income (loss) reflects net bad debt expense reversals of $5.3 million, $3.0 million, and $0.6 million related to North America, Europe, and other non-reportable segments, respectively, and $20.8 million, $4.0 million, and $0.6 million related to North America, Europe, and other non-reportable segments, respectively, during the six months ended September 26, 2020, primarily related to adjustments to reserves previously established in connection with COVID-19 business disruptions. Segment operating income (loss) and unallocated corporate expenses during the three-month and six-month periods ended September 25, 2021 and September 26, 2020 also included asset impairment charges (see Note 7), which are detailed below:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | ||||||||||||||||||||||||||
| (millions) | |||||||||||||||||||||||||||||
| Asset impairment charges: | |||||||||||||||||||||||||||||
| North America | $ | (0.4) | $ | (9.7) | $ | (0.4) | $ | (9.9) | |||||||||||||||||||||
| Europe | — | (21.2) | — | (21.2) | |||||||||||||||||||||||||
| Asia | — | — | (1.1) | (1.3) | |||||||||||||||||||||||||
| Other non-reportable segments | (0.3) | (0.1) | (0.3) | (0.7) | |||||||||||||||||||||||||
| Unallocated corporate expenses | — | — | (17.5) | — | |||||||||||||||||||||||||
| Total asset impairment charges | $ | (0.7) | $ | (31.0) | $ | (19.3) | $ | (33.1) |
| 35 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
**(b)**The three-month and six-month periods ended September 25, 2021 and September 26, 2020 included certain unallocated restructuring and other charges (see Note 8), which are detailed below:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | ||||||||||||||||||||||||||
| (millions) | |||||||||||||||||||||||||||||
| Unallocated restructuring and other charges: | |||||||||||||||||||||||||||||
| North America-related | $ | — | $ | (41.2) | $ | 0.1 | $ | (41.3) | |||||||||||||||||||||
| Europe-related | — | (26.3) | 1.0 | (26.3) | |||||||||||||||||||||||||
| Asia-related | 0.3 | (10.1) | 0.4 | (9.9) | |||||||||||||||||||||||||
| Other non-reportable segment-related | — | (0.7) | (0.1) | (1.8) | |||||||||||||||||||||||||
| Corporate operations-related | (2.9) | (79.3) | (3.9) | (80.9) | |||||||||||||||||||||||||
| Unallocated restructuring charges | (2.6) | (157.6) | (2.5) | (160.2) | |||||||||||||||||||||||||
| Other charges (see Note 8) | (5.1) | (2.9) | (5.9) | (7.3) | |||||||||||||||||||||||||
| Total unallocated restructuring and other charges | $ | (7.7) | $ | (160.5) | $ | (8.4) | $ | (167.5) |
Depreciation and amortization expense for the Company's segments is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Depreciation and amortization expense: | ||||||||||||||||||||||||||
| North America | $ | 17.7 | $ | 17.6 | $ | 35.7 | $ | 35.7 | ||||||||||||||||||
| Europe | 7.5 | 8.1 | 15.3 | 15.8 | ||||||||||||||||||||||
| Asia | 12.9 | 14.4 | 25.8 | 28.6 | ||||||||||||||||||||||
| Other non-reportable segments | — | 1.0 | 0.4 | 2.1 | ||||||||||||||||||||||
| Unallocated corporate | 17.8 | 20.4 | 35.9 | 43.0 | ||||||||||||||||||||||
| Total depreciation and amortization expense | $ | 55.9 | $ | 61.5 | $ | 113.1 | $ | 125.2 |
Net revenues by geographic location of the reporting subsidiary are as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Net revenues**(a)****:** | ||||||||||||||||||||||||||
| The Americas**(b)** | $ | 741.9 | $ | 597.8 | $ | 1,477.3 | $ | 792.5 | ||||||||||||||||||
| Europe**(c)** | 492.0 | 358.8 | 844.5 | 479.7 | ||||||||||||||||||||||
| Asia**(d)** | 270.2 | 236.9 | 558.6 | 408.8 | ||||||||||||||||||||||
| Total net revenues | $ | 1,504.1 | $ | 1,193.5 | $ | 2,880.4 | $ | 1,681.0 |
**(a)**Net revenues for certain of the Company's licensed operations are included within the geographic location of the reporting subsidiary which holds the respective license.
**(b)**Includes the U.S., Canada, and Latin America. Net revenues earned in the U.S. during the three-month and six-month periods ended September 25, 2021 were $709.1 million and $1.417 billion, respectively, and $567.7 million and $753.8 million during the three-month and six-month periods ended September 26, 2020, respectively.
**(c)**Includes the Middle East.
**(d)**Includes Australia and New Zealand.
| 36 |
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. Additional Financial Information
Reconciliation of Cash, Cash Equivalents, and Restricted Cash
A reconciliation of cash, cash equivalents, and restricted cash as of September 25, 2021 and March 27, 2021 from the consolidated balance sheets to the consolidated statements of cash flows is as follows:
| September 25, 2021 | March 27, 2021 | |||||||||||||
| (millions) | ||||||||||||||
| Cash and cash equivalents | $ | 2,387.9 | $ | 2,579.0 | ||||||||||
| Restricted cash included within prepaid expenses and other current assets | 1.5 | 1.5 | ||||||||||||
| Restricted cash included within other non-current assets | 7.3 | 7.5 | ||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | 2,396.7 | $ | 2,588.0 |
Restricted cash relates to cash held in escrow with certain banks as collateral, primarily to secure guarantees in connection with certain international tax matters and real estate leases.
Cash Interest and Taxes
Cash paid for interest and income taxes is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| September 25, 2021 | September 26, 2020 | September 25, 2021 | September 26, 2020 | |||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||
| Cash paid for interest | $ | 5.9 | $ | 7.8 | $ | 23.6 | $ | 11.1 | ||||||||||||||||||
| Cash paid for income taxes, net of refunds | 48.9 | 46.8 | 84.4 | 27.9 |
Non-cash Transactions
Operating lease ROU assets recorded in connection with the recognition of new lease liabilities was $153.6 million during the six months ended September 25, 2021. No finance lease ROU assets were recorded in connection with the recognition of new lease liabilities during the six months ended September 25, 2021. Operating and finance lease ROU assets recorded in connection with the recognition of new lease liabilities were $26.6 million and $0.9 million, respectively, during the six months ended September 26, 2020.
Non-cash investing activities also included capital expenditures incurred but not yet paid of $32.8 million and $27.4 million for the six-month periods ended September 25, 2021 and September 26, 2020, respectively.
There were no other significant non-cash investing or financing activities for any of the fiscal periods presented.
| 37 |
Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.