|
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| Three Months Ended March |
| | | | | | | |
(Dollars in millions) | | 2019 | | | 2018 | | Percent Change |
Revenues | | $ | 36.9 |
| | | $ | 42.7 |
| | (13.7 | )% |
Loss | | $ | (3.1 | ) | | | $ | (1.7 | ) | | (76.4 | )% |
Operating margin | | (8.4 | )% | | | (4.1 | )% | |
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|
Other revenues decreased 14% for the three months ended March 2019 as compared to the 2018 period, primarily due to a 15% decline in VF Outlet™25 store revenues as a result of a decrease in comparable store sales along with decreased store counts and square footage as compared to 2018.
Total sales to VF included in other revenues are $10.6 million and $13.5 million for the three months ended March 2019 and 2018, respectively.
Kontoor Brands, Inc. Q1 FY19FY24 Form 10-Q28
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Reconciliation of Segment Profit to Income Before Income Taxes |
For purposes of preparing these combined financial statements on a "carve-out" basis, the Company has been allocated a portion of VF's total corporate expenses. These additional allocationsThe costs below are reported as corporate and other expenses in the table below. Refer to Note 1 of the combined financial statements for additional information on the Company's methodology for allocating these costs.
There are three types of costs necessary to reconcile total reportable segment profit to combined income before taxes. These costs are corporate and other expenses, related party interest income, net and other interest income, net. These costs are excluded from segment profit as they are managed centrally and are not under control of brand management.
|
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| Three Months Ended March |
| | | | | | | |
(Dollars in millions) | | 2019 | | | 2018 | | Percent Change |
Corporate and other expenses | | $ | 14.0 |
| | | $ | 6.0 |
| | 134.1 | % |
Related party interest income, net | | 2.3 |
| | | 1.7 |
| | 41.7 | % |
Other interest income, net | | $ | 1.3 |
| | | $ | 0.9 |
| | 44.5 | % |
Corporate and other expenses, increased 134% forincluding certain restructuring and other transformation costs, and interest income and expense are not controlled by segment management and therefore are excluded from the three months endedmeasurement of segment profit.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March | | |
| | | | | | | | | | | | | | | |
(Dollars in millions) | | 2024 | | | 2023 | | Percent Change | | | | | | | | |
Total reportable segment profit | | $ | 109.8 | | | | $ | 110.7 | | | (0.8) | % | | | | | | | | |
Corporate and other expenses | | (28.1) | | | | (18.1) | | | 55.3 | % | | | | | | | | |
Interest expense | | (9.3) | | | | (10.3) | | | (9.5) | % | | | | | | | | |
Interest income | | 2.4 | | | | 0.4 | | | 478.8 | % | | | | | | | | |
(Loss) profit related to other revenues | | (0.2) | | | | 0.1 | | | (243.0) | % | | | | | | | | |
Income before income taxes | | $ | 74.7 | | | | $ | 82.9 | | | (9.9) | % | | | | | | | | |
Three Months Ended March 2019 as compared2024 Compared to the 2018 period,Three Months Ended March 2023
Corporate and other expenses increased $10.0 million, primarily due to an increase in general corporate allocations, driven by higher bonuscompensation-related expense and restructuring and other transformation charges in the current period along with $3.0first quarter of 2024.
Interest expense decreased $1.0 million of incremental costs attributabledue to lower average debt outstanding during the three months ended March 2024 compared to the Separation.
three months ended March 2023.
29 Kontoor Brands, Inc. Q1 FY19 Form 10-Q
| | |
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ANALYSIS OF FINANCIAL CONDITION |
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Liquidity and Capital Resources |
Historically, we have generated strong annual cash flows from operating activities. However, we have operated within VF's cash management structure, which uses a centralized approach to cash management and financing of our operations. A substantial portion of theThe Company's cash was transferred to VF, which is not reflective of the manner in which we would have been able to finance our operations had we been an independent, publicly traded company during the periods presented herein.
The cash and equivalents held by VF at the corporate level are not specifically identifiable to the Company and therefore have not been reflected within our combined balance sheets. VF's third-party long-term debt and the related interest expense have not been allocated to the Company for any of the periods presented herein as we were not the legal obligor of the respective debt obligations. Following the Separation, our capital structure and sources of liquidity will no longer be part of VF's capital structure as we will be a standalone public company and will no longer participate in VF's centralized cash management program.
Our ability to fund our operating needs will beis dependent upon our future ability to continue to generate positive long-term cash flow from operations and obtainmaintain our debt financing on acceptable terms. Based upon our history of generatingThe Company has historically generated strong positive cash flows from operations weand continues to take proactive measures to manage working capital. We believe that wecash flows from operations will be able to support our short-term liquidity needs. We believe that we will be able to sufficiently fund known and reasonably likelyneeds as well as any future liquidity and capital requirements, through thein combination of cash flows from operations,with available cash balances and borrowing capacity from our revolving credit facility.
The Company is party to a senior secured Credit Agreement, as amended and restated on November 18, 2021 (the “Credit Agreement”), which provides for (i) a five-year $400.0 million term loan A facility (“Term Loan A”) and (ii) a five-year $500.0 million revolving credit facility (the “Revolving Credit Facility”), collectively referred to as “Credit Facilities,” with the lenders and agents party thereto. Term Loan A requires quarterly repayments of $5.0 million through September 2026, and the remaining principal of $335.0 million is due at maturity in November 2026. Additionally, the Company has outstanding $400.0 million of unsecured 4.125% senior notes due 2029. Refer to Note 11 in the Company's 2023 Annual Report on Form 10-K and Note 7 to the Company's financial statements in this Form 10-Q for additional information regarding the Company’s debt obligations. As of March 2024, the Company was in compliance with all applicable covenants under the Credit Agreement and expects to maintain compliance with the applicable covenants for at least one year from the issuance of third-party debt. Inthese financial statements. If economic conditions significantly deteriorate for a prolonged period, this could impact the event thatCompany’s operating results and cash flows and thus our ability to maintain compliance with the aforementionedapplicable covenants. As a result, the Company could be required to seek new amendments to the Credit Agreement or secure other sources of liquidity, need to be augmented, additional cash requirements would likely be financed throughsuch as refinancing of existing borrowings, the issuance of debt or equity securities; however,securities, or sales of assets. However, there can be no assurancesassurance that we willthe Company would be able to obtain such additional debt or equity financing on acceptablecommercially reasonable terms if required,or at all.
The Revolving Credit Facility may be used to borrow funds in future periods.both U.S. dollar and certain non-U.S. dollar currencies, and has a maximum borrowing capacity of $500.0 million with a $75.0 million letter of credit sublimit. There were no outstanding borrowings under the Revolving Credit Facility as of March 2024.
We anticipate utilizing cash flows from operations to support continued investments in our brands, talentKontoor Brands, Inc. Q1 FY24 Form 10-Q 26
The following table presents outstanding borrowings and capabilities, growth strategies, dividend payments to shareholders,available borrowing capacity under the Revolving Credit Facility and repayment of our debt obligations over time. Management believes that our cash and cash equivalents balances and funds provided by operating activities, along with expectedas of March 2024:
| | | | | | | | | | | | | | | |
(In millions) | | March 2024 | | | | | |
| | | | | | | |
Outstanding borrowings under the Revolving Credit Facility | | $ | — | | | | | | |
Available borrowing capacity under the Revolving Credit Facility (1) | | $ | 493.3 | | | | | | |
Cash and cash equivalents | | $ | 215.1 | | | | | | |
(1) Available borrowing capacity under the Revolving Credit Facility is net of $6.7 million of outstanding standby letters of credit issued on behalf of the Company under this facility.
At March 2024, the Company had $23.9 million of international lines of credit with various banks, which are uncommitted and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet allmay be terminated at any time by either the Company or the banks. There were no outstanding balances under these arrangements at March 2024.
During the three months ended March 2024, the Company repurchased 0.3 million shares of our current and long-term obligations when due,Common Stock for $20.0 million, including third-party debt incurredcommissions, under its $300.0 million share repurchase program authorized by the Company's Board of Directors. All shares reacquired in connection with the Separation, (ii) adequate liquidityrepurchase program are treated as authorized and unissued shares upon repurchase. As of March 2024, $280.0 million remained available for repurchase under the program.
During the three months ended March 2024, the Company paid $27.8 million of dividends to fund capital expenditures and plannedits shareholders. On April 18, 2024, the Board of Directors declared a regular quarterly cash dividend payouts, and (iii) flexibilityof $0.50 per share of the Company's Common Stock. The cash dividend will be payable on June 20, 2024, to meet investments opportunities that may arise.
On May 17, 2019, we borrowed $1.05 billionshareholders of newly structured third-party debt, which we utilized primarily to finance a cash transfer to a memberrecord at the close of VF's group in connection with the Separation. This debt obligation may restrict our business strategies and may adversely impact our financial condition, results of operations or cash flows. Additionally, our separation from VF may increase our overall cost of debt funding and decrease the overall debt capacity and commercial credit available to the Company.
on June 10, 2024.
The Company intends to continue to pay cash dividends in future periods. The declaration and amount of any future dividends will be determined and subject to authorization by our Board of Directors and will be dependent upon multiple factors including our financial condition, earnings, cash flows, capital requirements, covenants associated with our debt obligations, legal requirements, regulatory constraints, industry practice and any other factors or considerations that our Board of Directors deems relevant.
OurWe anticipate that we will have sufficient cash flows werefrom operations, along with existing borrowing capacity, to support continued investments in our brands, infrastructure, talent and capabilities, dividend payments to shareholders, repayment of our current and long-term debt obligations when due and repurchases of Common Stock. In addition, we would use current liquidity as follows:well as access to capital markets to fund any strategic investment opportunities that may arise.
We currently expect capital expenditures to be approximately $40.0 million in 2024, primarily to support manufacturing, distribution, facility improvement, information technology, and owned retail store investments. |
| | | | | | | | | |
| Three Months Ended March |
| | | | | |
(in millions) | | 2019 | |
| 2018 |
Cash provided (used) by operating activities | | $ | 206.5 |
| |
| $ | (114.4 | ) |
Cash (used) provided by investing activities | | (5.3 | ) | |
| 0.9 |
|
Cash (used) provided by financing activities | | (195.6 | ) | |
| 117.3 |
|
The following table presents our cash flows during the periods:
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March | | | | |
| | | | | | | | | |
(In millions) | | 2024 | | | 2023 | | | | |
Cash provided (used) by: | | | | | | | | | |
Operating activities | | $ | 56.5 | | | | $ | (12.6) | | | | | |
Investing activities | | $ | (6.4) | | | | $ | (11.8) | | | | | |
Financing activities | | $ | (54.6) | | | | $ | 17.0 | | | | | |
Cash Provided (Used) by Operating Activities
Cash flow provided by operating activities is dependent on the level of net income, adjustments to net income and changes in working capital.
Cash provided by operating activities increased $320.9 million forDuring the three months ended March 20192024, cash provided by operating activities was $56.5 million as compared to cash used by operating activities of $12.6 million in the prior year period. The increase was primarily due to favorable changes in inventory and accounts payable, partially offset by unfavorable changes in accounts receivable compared to the prior year period.
Investing Activities
During the three months ended March 2024, cash used by investing activities decreased $5.4 million as compared to the 2018prior year period, primarily due to a reductiondecrease in amounts due from related parties as a result of timing of settlement primarily related tocapitalized computer software expenditures in the Company's sale of accounts receivable arrangement.current year period.
Kontoor Brands, Inc. Q1 FY19 Form 10-Q 30
Cash (Used) Provided by InvestingFinancing Activities
Cash used by investing activities increased $6.2 million forDuring the three months ended March 2019 as compared to the 2018 period.
The Company had related party notes receivable, with VF as the counterparty, of $517.9 million at March 2019 and $546.7 million at March 2018. The notes outstanding at March 2019 were scheduled to mature during fiscal 2019, and were transferred to and retained by VF at the time of the Separation.
Cash (Used) Provided By Financing Activities
Cash2024, cash used by financing activities increased $312.9was $54.6 million as compared to cash provided by financing activities of $17.0 million in the prior year period. The change was primarily due to $50.0 million of net borrowings under the Revolving Credit Facility during the three months ended March 2019 primarily due to net transfers to parent.
The Company had related party notes payable, with VF as the counterparty, of $241.9 million2023 and $269.1 million at March 2019 and 2018, respectively. The notes outstanding at March 2019 were scheduled to mature during fiscal 2019, and were transferred to and retained by VF at the time of the Separation.
We have $36.1$20.0 million of international lines of credit with various banks, which are uncommitted and may be terminated at any timeCommon Stock repurchases made by either us or the banks. Total outstanding balances under these arrangements were $8.4 million at March 2019 and $12.1 million at March 2018. Borrowings under these arrangements include letters of credit which are non-interest bearing to the Company of $6.0 million atduring the three months ended March 20192024.
27 Kontoor Brands, Inc. Q1 FY24 Form 10-Q
Contractual Obligations and $8.6 million at March 2018.
Other Commercial Commitments
The section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations - Contractual Obligations" included in the Company's Registration Statement2023 Annual Report on Form 10, as amended and filed with the Securities and Exchange Commission ("SEC") on April 30, 2019 ("2018 Form 10")10-K provided a table summarizingsummary of our contractual obligations and commercial commitments at the end of 20182023 that would require the use of funds. As of March 2019,2024, there have been no material changes in the amounts disclosed in the 20182023 Annual Report on Form 10.
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Critical Accounting Policies and Estimates |
We have chosen accounting policies that management believes are appropriate to accurately and fairly report our operating results and financial position in conformity with GAAP. We apply these accounting policies in a consistent manner. Significant accounting policies are summarized in Note 1 to the combinedconsolidated financial statements included in the 20182023 Annual Report on Form 10.10-K.
The application of these accounting policies requirerequires that we make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, net revenues, expenses, contingent assets and liabilities and related disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis. Because our business cycle is relatively short (i.e., from the date that inventory is received until that inventory is sold and the trade accounts receivable is collected), actual results related to most estimates are known within a few months after any balance sheet date. In addition,Several of the estimates and assumptions we may retainare required to make relate to future events and are therefore inherently uncertain, especially as it relates to events outside specialists to assist in impairment testing of goodwill and intangible assets.our control. If actual results ultimately differ from previous estimates, the revisions are included in results of operations when the actual amounts become known.
Refer to Note 1 to the Company's financial statements in this Form 10-Q for considerations related to the macroeconomic environment and other recent developments.The accounting policies that involve the most significant estimates, assumptions and management judgments used in preparation of the combined financial statements, or are the most sensitive to change from outside factors, are discussed in Management'swithin "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" in the 20182023 Annual Report on Form 10. Except as disclosed in Note 2 to our combined financial statements in this Form 10-Q, pertaining to adoption of new accounting pronouncements, there10-K. There have been no material changes in these polices.
policies disclosed in the 2023 Annual Report on Form 10-K. | | | | | | | | | | | | | | |
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Recently Issued and Adopted Accounting Standards |
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Refer to Note 21 to our combinedthe Company's financial statements in this Form 10-Q for additional information regarding recently issued and adopted accounting standards. |
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Cautionary Statement on Forward-looking Statements |
From time to time, the Company may make oral or written statements, including statements in this quarterly report, that constitute “forward-looking statements” within the meaning of the federal securities laws. These include statements concerning plans, objectives, projections and expectations relating to the Company’s operations or economic performance and assumptions related thereto. Forward-looking statements are made based on management’s expectations and beliefs concerning future events impacting the Company and therefore
31 Kontoor Brands, Inc. Q1 FY19 Form 10-Q
involve a number of risks and uncertainties. Forward-looking statements are not guarantees, and actual results could differ materially from those expressed or implied in the forward-looking statements.
In addition, the forward-looking statements in this report are made as of the date of this filing, and the Company does not undertake, and expressly disclaims any duty, to update such statements, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law.
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this releasereport include, but are not limited to: risks associated with the Company's spin-off from VF Corporation,macroeconomic conditions, including the risk of disruption to our business in connection with the spin-offinflation, elevated interest rates, recessionary concerns and that the Company could lose revenue as a result of such disruption; the risk that the Company does not realize all of the expected benefits of the spin-off; the risk that the spin-off will not be tax-free for U.S. federal income tax purposes; and the risk that there will be a loss of synergies from separating the businesses that could negatively impact the balance sheet, profit margins or earnings of the Company. Other risks for Company includefluctuating foreign currency fluctuations;exchange rates, as well as continuing global supply chain issues and geopolitical events, continue to adversely impact global economic conditions and have had, and may continue to have, a negative impact on the Company’s business, results of operations, financial condition and cash flows (including future uncertain impacts); the level of consumer demand for apparel; disruption to distribution systems; reliance on a small number of large customers; supply chain and shipping disruptions, which could continue to result in shipping delays, an increase in transportation costs and increased product costs or lost sales; intense industry competition; the ability to accurately forecast demand for products; the Company’s ability to gauge consumer preferences and product trends, and to respond to constantly changing markets; the Company’s ability to maintain the images of its brands; increasing pressure on margins; e-commerce operations through the Company’s direct-to-consumer business; the financial strengthdifficulty experienced by the retail industry; possible goodwill and other asset impairment; the ability to implement the Company’s business strategy; the stability of customers;manufacturing facilities and foreign suppliers; fluctuations in wage rates and the price, availability and quality of raw materials and contracted products; disruptionthe reliance on a limited number of suppliers for raw material sourcing and volatility in the global capital and credit markets; response to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior, intense competition from online retailers, and manufacturing and product innovation; increasing pressure on margins; ability to implement its business strategy; abilityobtain raw materials on a timely basis or in sufficient quantity or quality; disruption to grow its international and direct-to-consumer businesses;distribution systems; seasonality; unseasonal or severe weather conditions; the companyCompany's and its vendors’ ability to maintain the strength and security of information technology systems; the risk that facilities and systems and those of third-party service providers may be vulnerable to and unable to anticipate or detect data security breaches and data or financial loss; ability to properly collect, use, manage and secure consumer and employee data; stability of manufacturing facilitiesforeign currency fluctuations; disruption and foreign suppliers; continued use by suppliers of ethical business practices;volatility in the global capital and credit markets and its impact on the Company's ability to accurately forecast demandobtain short-term or long-term financing on favorable terms; legal, regulatory, political and economic risks; changes to trade policy, including tariff and import/export regulations;
Kontoor Brands, Inc. Q1 FY24 Form 10-Q 28
the impact of climate change and related legislative and regulatory responses; compliance with anti-bribery, anti-corruption and anti-money laundering laws by the Company and third-party suppliers and manufacturers; changes in tax laws and liabilities; the costs of compliance with or the violation of national, state and local laws and regulations for products;environmental, consumer protection, employment, privacy, safety and other matters; continuity of members of management; labor relations; the ability to protect trademarks and other intellectual property rights; possible goodwillthe ability of the Company’s licensees to generate expected sales and other asset impairment; maintenance by licensees and distributors ofmaintain the value of the Company’s brands; the Company maintaining satisfactory credit ratings; restrictions on the Company’s business relating to its debt obligations; volatility in the price and trading volume of the Company’s common stock; anti-takeover provisions in the Company’s organizational documents; and fluctuations in the amount and frequency of our brands; ability to executeshare repurchases. Many of the foregoing risks and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory, politicaluncertainties will be exacerbated by any worsening of the global business and economic risks; the risk of economic uncertainty associated with the pending exit of the United Kingdom from the European Union ("Brexit") or any other similar referendums that may be held; and adverse or unexpected weather conditions. environment.
More information on potential factors that could affect the Company's financial results will be included from time to timeare described in our publicdetail in the Company’s 2023 Annual Report on Form 10-K and in other reports filedand statements that the Company files with the SEC, including the Company's 2018 Form 10.Securities and Exchange Commission ("SEC").
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ITEM 3 —3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There have been no material changes in the Company's market risk exposures set forth under Item 27A in the 2018our 2023 Annual Report on Form 10.10-K.
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ITEM 4 —4. CONTROLS AND PROCEDURES |
(a) Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act")). Based on such evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
(b) Internal Control Over Financial Reporting.There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of March 30, 2019, we utilized the criteria established in
Internal Control-Integrated Framework (2013)
29 issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Kontoor Brands, Inc. Q1 FY19FY24 Form 10-Q32
PART II — OTHER INFORMATION
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ITEM 1 —1. LEGAL PROCEEDINGS |
The Company is involved in various claims and lawsuits arising in the normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect on our results of operations or financial condition.
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ITEM 1A —1A. RISK FACTORS |
You should carefully considerCareful consideration of the risk factors set forth under Part I, Item 1A, “Risk Factors,” in the 2018of our 2023 Annual Report on Form 10.10-K should be made. There have been no material changes to the risk factors from those describeddisclosed in the 2018Part I, Item 1A of our 2023 Annual Report on Form 1010-K.
.
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ITEM 2 —2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
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First quarter fiscal 2024 | | Total number of shares purchased | | Weighted average price paid per share | | Total number of shares purchased as part of publicly announced program (1) | | Dollar value of shares that may yet be purchased under the program |
December 31 - January 27 | | — | | | $ | — | | | — | | | $ | 300,000,000 | |
January 28 - February 24 | | — | | | — | | | — | | | 300,000,000 | |
February 25 - March 30 | | 336,882 | | | 59.37 | | | 336,882 | | | 280,000,012 | |
Total | | 336,882 | | | $ | 59.37 | | | 336,882 | | | |
(1) The following table sets forth repurchasesCompany has a share repurchase program which authorizes the repurchase of our common stock duringup to $300.0 million of the first quarterCompany's outstanding Common Stock through open market or privately negotiated transactions. The program does not have an expiration date but may be suspended, modified or terminated at any time without prior notice.
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ITEM 5. OTHER INFORMATION |
(c) During the three months ended March 2024, no director or Section 16 officer of fiscal 2019:the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Kontoor Brands, Inc. Q1 FY24 Form 10-Q 30
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| | | | | | | | | | | | | | |
First Quarter 2019 | | Total
Number of
Shares
Purchased
| | Weighted
Average
Price Paid
per Share
| | Total Number of
Shares Purchased
as Part of Publicly
Announced Programs
| | Dollar Value
of Shares that May
Yet be Purchased
Under the Program
|
December 30, 2018 - January 26, 2019 | | — |
| | $ | — |
| | — |
| | $ | — |
|
January 27, 2019 - February 23, 2019 | | — |
| | — |
| | — |
| | — |
|
February 24, 2019 - March 30, 2019 | | — |
| | — |
| | — |
| | — |
|
Total | | — |
| | $ | — |
| | — |
| | ITEM 6. EXHIBITS |
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| | Separation and Distribution Agreement dated May 22, 2019 (incorporated by reference to Exhibit 2.1 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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| | Amended and Restated Articles of Incorporation of Kontoor Brands, Inc. effective, as of May 7, 2019
amended through April 18, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed with the SEC on April 19, 2024) |
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| | Amended and Restated Bylaws of Kontoor Brands, Inc. effective as of May 7, 2019 |
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| | Tax MattersSeparation Agreement dated May 22, 2019entered into April 2, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K of Kontoor Brands, Inc. filed with the CommissionSEC on May 23, 2019 (File No. 001-38854)).April 5, 2024) |
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| | Transition Services Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.2 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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| | VF Intellectual Property License Agreement dated May 17, 2019 (incorporated by reference to Exhibit 10.3 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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| | Kontoor Intellectual Property License Agreement dated May 17, 2019 (incorporated by reference to Exhibit 10.4 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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| | Employee Matters Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.5 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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| | Credit Agreement dated May 17, 2019, among Kontoor Brands, Inc., Lee Wrangler International Sagl, the Borrowing Subsidiaries and the lenders and agents party thereto (incorporated by reference to Exhibit 10.6 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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| | Change in Control Agreement by and between Scott H. Baxter and Kontoor Brands, Inc. dated May 23, 2019 (incorporated by reference to Exhibit 10.7 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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33 Kontoor Brands, Inc. Q1 FY19 Form 10-Q
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| | Change in Control Agreement by and between Rustin Welton and Kontoor Brands, Inc. dated May 23, 2019 (incorporated by reference to Exhibit 10.8 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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| | Change in Control Agreement by and between Thomas E. Waldron and Kontoor Brands, Inc. dated May 23, 2019 (incorporated by reference to Exhibit 10.9 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854)) |
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| | Change in Control Agreement by and between Christopher Waldeck and Kontoor Brands, Inc. dated May 23, 2019 (incorporated by reference to Exhibit 10.10 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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| | Change in Control Agreement by and between Laurel Krueger and Kontoor Brands, Inc. dated May 23, 2019 (incorporated by reference to Exhibit 10.11 to the Form 8-K of Kontoor Brands, Inc. filed with the Commission on May 23, 2019 (File No. 001-38854))
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| | Kontoor Brands, Inc. 2019 Stock Compensation Plan (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Kontoor Brands Executive Deferred Savings Plan (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Kontoor Brands Executive Deferred Savings Plan II (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Kontoor Brands 401(k) Savings Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed with the Commission on May 20, 2019 (File No. 333-231627))
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| | Form of Stock Compensation Plan Non-Qualified Stock Option Certificate (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Form of Stock Compensation Plan Non-Qualified Stock Option Certificate for Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Form of Award Certificate for Performance-Based Restricted Stock Units (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Form of Award Certificate for Restricted Stock Units for Non-Employee Directors (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Form of Award Certificate for Restricted Stock Units (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Form of Award Certificate for Restricted Stock (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Form of Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Form of Deferred Savings Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form 10 of Kontoor Brands, Inc. filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Form of Mid-Term Incentive Plan, a subplan under the Stock Compensation Plan (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form 10 filed with the Commission on April 1, 2019 (File No. 001-38854))
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| | Certification of Scott H. Baxter, Chairman, President, and Chief Executive Officer and Chair of the Board, pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| | Certification of Rustin Welton,Joseph A. Alkire, Executive Vice President and Chief Financial Officer, pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| | Certification of Scott H. Baxter, Chairman, President, and Chief Executive Officer and Chair of the Board, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| | Certification of Rustin Welton,Joseph A. Alkire, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Kontoor Brands, Inc. Q1 FY19 Form 10-Q 34
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101.INS | | |
101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH | | XBRL Taxonomy Extension Schema Document |
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101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
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104 | | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| * | Filed herewith. |
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** | | Furnished herewith. |
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Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-38854.
3531 Kontoor Brands, Inc. Q1 FY19FY24 Form 10-Q
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| KONTOOR BRANDS, INC. |
| (Registrant) |
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Date: May 2, 2024 | By: | | /s/ Rustin WeltonJoseph A. Alkire |
| | | Rustin WeltonJoseph A. Alkire |
| | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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| Date: June 20, 2019 | |
| By: | By: | | /s/ Denise Sumner |
| | | | | Denise Sumner |
| | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer)
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Kontoor Brands, Inc. Q1 FY19FY24 Form 10-Q 3632