«Every kiss begins with Kay.® Every kiss begins with Kay.® Signet Jewelers is the largest specialty jewelry retailer in the US and UK. Signet’s US ...»
2013 ANNUAL REPORT
Every kiss begins with Kay.®
Every kiss begins with Kay.®
Signet Jewelers is the largest specialty jewelry retailer in
the US and UK. Signet’s US division operates over 1,400
stores in all 50 states primarily under the name brands of
Kay Jewelers and Jared The Galleria Of Jewelry. Signet’s
UK division operates approximately 500 stores primarily
under the name brands of H.Samuel and Ernest Jones.
Signet’s goal is to create and offer jewelry and watch
products that bring joy to its customers as they celebrate life and express love.
The beginning of forever.
The moments that matter.
Visibly brighter futures.
1 Perfect timing.
2 Dreams Begin Here Signet’s Brands Are No. 1 in the US and UK Specialty Jewelry Markets He went to Jared!™ Stores 949 Stores 190 Kay Jewelers is the #1 specialty retail jeweler Jared is the leading off-mall destination specialty in the US based on sales and targets the middle jeweler in the US, serving the upper middle market. Kay’s target customer has a house- market. Jared’s target customer has a house- hold income ranging from $35,000– $100,000. hold income ranging from $50,000–$150,000.
Kay had sales of $2.0 billion in Fiscal 2013 with Jared had sales of $1.0 billion in Fiscal 2013 with average sales per store of $2.0 million. Kay’s average sales per store of $5.2 million. Jared’s average store selling space is 1,300 square feet. average store selling space is 4,800 square feet.
Helps You Say it Better Stores 318 Stores 193 H.Samuel is the #1 specialty jewelry brand in the Ernest Jones is the leading upper-middle UK by number of stores and targets the middle market jeweler by number of stores, with an market, with an average household income average household income target ranging from target ranging from £15,000– £40,000. It had £30,000–£50,000. It had sales of £202.8 million sales of £243.4 million in Fiscal 2013 with aver- in Fiscal 2013 with average sales per store of age sales per store of £0.7 million. H.Samuel’s £1.0 million. Ernest Jones’s average store average store selling space is 1,100 square feet. selling space is 900 square feet.
3 Signet’s Competitive Strengths Outstanding customer experience driven by in-store teams, training, after-sale service, and digital technology capabilities branded Successful development and growth of differentiated and exclusive merchandise Sector leading advertising and creative campaigns that drive high customer awareness and purchase intent High quality, diversified store base driven by disciplined real estate evaluation criteria Supply chain leadership that drives product and economic advantages In-house customer finance programs uniquely designed to support customers in the purchase of jewelry builds customer loyalty Solid financial performance and strong balance sheet provide operating flexibility and the ability to make strategic investments to further strengthen our competitive position 4 Results and Key Events for Fiscal 2013 Same store sales (1): up 3.3% (Fiscal 2012: 9.0%) Total sales: $3,983.4 million (Fiscal 2012: $3,749.2 million), up 6.2% Operating margin: 14.1%, up 60 bps (Fiscal 2012: 13.5%) Diluted earnings per share: $4.35 (Fiscal 2012: $3.73), up 16.6% eCommerce sales: $129.8 million (Fiscal 2012: $92.3 million), up 40.6% Acquired Ultra Stores, Inc. and launched outlet strategy Opened 53 new Kay and Jared stores Increased sales of branded differentiated and exclusive merchandise by 9.7% to 27.4% of merchandise sales Executed growth initiatives in digital technology impacting websites, social media, mobile technology and in-store selling Repurchased 7.4% of outstanding shares at an average price of $44.70 per share Increased quarterly dividend in Fiscal 2013 by 20% Achieved return on capital employed of 28.1%
(1) As Fiscal 2013 includes 53 weeks, sales in the last week of the fiscal year were not included.
(2) Including corporate administrative costs of $27.3 million.
$4.35 $3,983.4 $3.73 $3,749.2 $3,437.4 $3,328.0 $3,273.6 $2.32 $1.83 $1.47 2009(1) 2011(2) 2009 2010 2011 2012 2013 2010 2012 2013
23.0% 10.8% 8.1% 15.0% 6.5% 10.6% 2009(1) 2013(3) 2010 2011 2012 2013 2009 2010 2011 2012 (1) Excluding the following non-recurring costs included in operating income in Fiscal 2009: $516.9 million for impairment of goodwill and $10.5 million of relisting costs in respect of the move in primary listing to the NYSE.
(2) During the fourth quarter of Fiscal 2011, Signet incurred a $47.5 million Make Whole Payment arising from the prepayment in full of $229.1 million private placement notes. Excluding this impact, diluted EPS was $2.66.
(3) Calculated by dividing the 52-week annual operating income by the average quarterly capital employed.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ‘ No È 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 È No ‘ Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation ST during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained to the best of Registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer or a smaller reporting company.
Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ‘ No È The aggregate market value of voting common shares held by non-affiliates of the Registrant (based upon the closing sales price quoted on the New York Stock Exchange) as of July 31, 2012 was $3,552,850,908.
Number of common shares outstanding on March 22, 2013: 81,331,741
DOCUMENTS INCORPORATED BY REFERENCEThe Registrant will incorporate by reference information required in response to Part III, Items 10-14, in its definitive proxy statement for its annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days of February 2, 2013.
REFERENCES Unless the context otherwise requires, references to “Signet” or the “Company,” refer to Signet Jewelers Limited (and before September 11, 2008 to Signet Group plc) and its consolidated subsidiaries. References to the “Parent Company” are to Signet Jewelers Limited. References to “Predecessor Company” are to Signet Group plc prior to the reorganization that was effected on September 11, 2008, and financial and other results and statistics for Fiscal 2008 and prior periods relate to Signet prior to such reorganization.
PRESENTATION OF FINANCIAL INFORMATIONAll references to “dollars,” “US dollars,” “$,” “cents” and “c” are to the lawful currency of the United States of America. Signet prepares its financial statements in US dollars. All references to “pounds,” “pounds sterling,” “sterling,” “£,” “pence,” and “p” are to the lawful currency of the United Kingdom.
Percentages in tables have been rounded and accordingly may not add up to 100%. Certain financial data may have been rounded. As a result of such rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data.
Throughout this Annual Report on Form 10-K, financial data has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). However, Signet gives certain additional nonGAAP measures in order to provide increased insight into the underlying or relative performance of the business.
An explanation of each non-GAAP measure used can be found in Item 6.
Fiscal year and fourth quarter Signet’s fiscal year ends on the Saturday nearest to January 31. As used herein, “Fiscal 2014,” “Fiscal 2013,” “Fiscal 2012,” “Fiscal 2011,” “Fiscal 2010” and “Fiscal 2009” refer to the 52 week period ending February 1, 2014, the 53 week period ending February 2, 2013, and the 52 week periods ending January 28, 2012, January 29, 2011, January 30, 2010 and January 31, 2009, respectively. As used herein, “Fiscal 2007” refers to the 53 week period ending February 3, 2007, “Fiscal 2008,” and “Fiscal 2006” refer to the 52 week periods ending February 2, 2008 and January 28, 2006, respectively. Fourth quarter references the 13 weeks ended January 28, 2012 (“prior year fourth quarter”) and the 14 weeks ended February 2, 2013 (“fourth quarter”).
FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, based upon management’s beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this Annual Report on Form 10-K and include statements regarding, among other things, Signet’s results of operation, financial condition, liquidity, prospects, growth, strategies and the industry in which Signet operates. The use of the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “target,” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, including but not limited to general economic conditions, risks relating to Signet being a Bermuda corporation, the merchandising, pricing and inventory policies followed by Signet, the reputation of Signet and its brands, the level of competition in the jewelry sector, the cost and availability of diamonds, gold and other precious metals, regulations relating to consumer credit, seasonality of Signet’s business, financial market risks, deterioration in consumers’ financial condition, exchange rate fluctuations, changes in consumer attitudes regarding jewelry, management of social, ethical and environmental risks, security breaches and other disruptions to Signet’s information technology infrastructure and databases, inadequacy in and disruptions to internal controls and systems, and changes in assumptions used in making accounting estimates relating to items such as extended service plans and pensions.
For a discussion of these risks and other risks and uncertainties which could cause actual results to differ materially from those expressed in any forward looking statement, see Item 1A and elsewhere in this Annual Report on Form 10-K. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
ITEM 1. BUSINESS OVERVIEW Signet is the largest specialty retail jeweler by sales in the US and UK.
Signet is incorporated in Bermuda and its address and telephone number are shown on the cover of this document. Its corporate website is www.signetjewelers.com, from where documents that the Company is obliged to file or furnish with the US Securities and Exchange Commission (“SEC”) may be viewed or downloaded free of charge.
On September 11, 2008, Signet Group plc became a wholly-owned subsidiary of Signet Jewelers Limited, a new company incorporated in Bermuda under the Companies Act 1981 of Bermuda, following the completion of a scheme of arrangement approved by the High Court of Justice in England and Wales under the UK Companies Act 2006. Shareholders of Signet Group plc became shareholders of Signet Jewelers Limited, owning 100% of that company. Signet Jewelers Limited is governed by the laws of Bermuda.
Effective January 31, 2010, Signet became a foreign issuer subject to the rules and regulations of the US Securities Exchange Act of 1934 (“Exchange Act”) applicable to domestic US issuers. Prior to this date, Signet was a foreign private issuer and filed with the SEC its annual report on Form 20-F.
Signet’s US division operated 1,443 stores in all 50 states at February 2, 2013. Its stores trade nationally in malls and off-mall locations as Kay Jewelers (“Kay”), and regionally under a number of well-established mall-based brands. Destination superstores trade nationwide as Jared The Galleria Of Jewelry (“Jared”). Signet acquired Ultra Stores, Inc. (“Ultra”) on October 29, 2012 (the “Ultra Acquisition”) with the primary purpose to immediately increase Signet’s share of the US outlet channel for jewelry. Based on publicly available data, Signet’s US division was the largest specialty jeweler in the US in calendar 2012.
Signet’s UK division operated 511 stores at February 2, 2013, including 14 stores in the Republic of Ireland and three in the Channel Islands. Its stores trade in major regional shopping malls and prime ‘High Street’ locations (main shopping thoroughfares with high pedestrian traffic) as “H.Samuel,” “Ernest Jones,” and “Leslie Davis.” Based on publicly filed accounts, Signet’s UK division was the largest specialty retailer of fine jewelry in the UK in calendar 2012.