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‘11-K’ — Annual Report by an Employee Stock Purchase, Savings or Similar Plan
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator and Participants
Kontoor Brands 401(k) Savings Plan
Greensboro, North Carolina
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Kontoor Brands 401(k) Savings Plan (the “Plan”) as of December 31, 2020 and 2019, the related statement of changes in net assets available for benefits for the year ended December 31, 2020, and the related notes (collectively, the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of
the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying supplemental schedule H, line 4a-schedule of delinquent participant contributions for the year ended December 31, 2020, and schedule H, line 4i- schedule of assets (held at end of year) as of December 31, 2020
have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity
with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
The
following description of the Kontoor Brands 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan, which is sponsored by Kontoor Brands, Inc. (the "Company" or "Kontoor"), is a defined contribution plan under Section 401(k) of the Internal Revenue Code (“IRC”) covering substantially all U.S. employees of Kontoor and its subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan administrator is the Kontoor Brands, Inc. Retirement Plans Committee (the “Committee” or "Plan Administrator").
The
Company adopted the Plan on May 22, 2019 in connection with the spin-off from VF Corporation ("VF" or "former parent"). Upon Plan adoption, all net assets in participant accounts for employees that transferred from VF to the Company were transferred from the VF 401K Savings Plan to the Plan, totaling $212,523,463.
Eligibility
Effective January 1, 2020, the Plan was amended to allow each employee of the Company to become eligible to participate in the Plan as of the first day of the month following the date of hire.
During the period from May
22, 2019 to December 31, 2019 ("2019 Plan period"), employees who transferred from the VF 401K Savings Plan were eligible to participate in the Plan upon adoption of the Plan and new employees of the Company became eligible after the later of three consecutive months or at least 250 hours of service.
Contributions
Participants may elect to contribute between 1% and 50% of their annual compensation on a pre-tax or Roth 401(k) basis or any combination of the two, as defined in the Plan, subject to certain IRC limitations. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions up to 65% of their annual compensation, as defined by the Plan, subject to certain IRC limitations. See
Note 8 to the Plan's financial statements for additional information on changes to maximum contribution percentages that became effective subsequent to December 31, 2020. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
The Plan was initially established utilizing a safe harbor design under Internal Revenue Service (“IRS”) regulations in which employee pre-tax and employer matching contributions were not subject to discrimination testing, and the Company matched 100% of the first 6% of eligible compensation that a participant contributes to the Plan ("safe harbor matching contributions"). Effective March 23, 2020, the Plan was amended to suspend
the Company's safe harbor matching contributions to the Plan on any eligible compensation paid after April 24, 2020. This amendment was subsequently reversed and the Company's safe harbor matching contributions to the Plan were reinstated effective January 1, 2021, as discussed in Note 8 to the Plan's financial statements.
The Plan includes an automatic enrollment feature known as an Eligible Automatic Contribution Arrangement (“EACA”). Under the Plan’s EACA provisions, if eligible employees do not elect to make pre-tax salary deferrals or Roth contributions or elect to opt out of EACA, the Plan will automatically withhold 2% of the participant's
eligible earnings from each pay period and contribute that amount to the Plan as a pre-tax salary deferral contribution.
Participant Accounts
Individual accounts are maintained by the Plan’s record-keeper for each Plan participant. Each participant’s account is credited with the participant’s contributions, the Company’s safe harbor matching contributions, and an allocation of investment funds’ earnings. In addition, each participant's account is charged with an allocation of administrative expenses, investment funds’ losses, and withdrawals including benefit payments. Allocations are based on participant earnings or account balances, as defined within the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants
immediately vest in their contributions, and in the Company’s safe harbor matching contributions, plus actual earnings thereon.
Fidelity Management Trust Company (“Fidelity”) currently serves as trustee for all Plan investments. Participants may direct the investment of their contributions and the
Company’s safe harbor matching contributions into one or more formal investment options offered by the Plan, including mutual funds, collective investment trusts, Kontoor Brands, Inc. Common Stock fund, a fully benefit-responsive investment contract and various other mutual funds and exchange-traded funds available through a self-directed brokerage account. The VF Corporation Common Stock fund was frozen as an investment option for new elections upon Plan adoption, and any remaining assets were liquidated effective November 13, 2020 and reinvested into age-appropriate target date funds. Certain participant balances in the VF 401K Savings Plan also contained Employee Stock Ownership Plan (“ESOP”) features that were frozen as an investment option for new elections upon Plan adoption, and are reported in the Kontoor Brands,
Inc. Common Stock fund. Dividends paid on shares of Kontoor Brands, Inc. Common Stock in the Kontoor Brands, Inc. Common Stock fund are automatically reinvested in Kontoor Brands, Inc. Common Stock, unless participants elect to have dividends paid to them outside of the Plan in cash. As discussed in Note 8 to the Plan's financial statements, the Plan was amended on March 1, 2021 to eliminate this cash distribution option.
If a participant does not direct the investment of contributions, they will be invested in the age-appropriate target date fund. Participants may change their deferral percentage and investment direction at any time.
Effective May 1, 2020, certain investment options were removed and replaced with similar investment options. All existing balances or investment elections
were mapped and transferred to the corresponding new investment options at the time of removal. Additionally, new investment options under the Plan were added and the separately managed fixed income fund was removed.
Payment of Benefits
Participants may withdraw the vested value of their accounts upon retirement, disability, death or termination of employment. Participants may elect to receive distributions in a lump sum or installments, or accounts may be rolled over into another IRS-approved tax deferral account. The Plan provides for mandatory distribution of account balances less than $5,000 following termination of employment with (i) the automatic rollover to an Individual Retirement Account (“IRA”) of any mandatory distributions exceeding $1,000 but equal to or less than $5,000 for which the participant does not elect a direct rollover to an IRA or another qualified
plan; or (ii) a direct payment to the participant of any mandatory distributions less than $1,000. Subject to certain limitations, in-service hardship withdrawals are permitted on demonstration of financial hardship, and in-service withdrawals of all fully vested balances are available for distribution after the participant reaches the age of 59 ½.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was passed by Congress. Plan management evaluated the impact of the CARES Act on the Plan and, effective April 1, 2020, the Plan was amended to: (i) allow a participant or former participant who is a qualified individual ("qualified participant") to request a coronavirus-related distribution from their account and (ii) suspend required minimum distributions for the remainder of 2020.
Forfeitures
Forfeitures
can be used to pay Plan expenses or to reduce safe harbor matching contributions. During the period from January 1, 2020 to December 31, 2020 ("2020 Plan year"), the Plan used $5,339 resulting from forfeitures to pay Plan expenses.
Notes Receivable from Participants
Participants may borrow the lesser of $50,000 or 50% of their vested account balance. They may borrow only from their participant contribution and rollover account balances. Notes receivable are collateralized by the participant's vested account balance. Participants are charged interest at the Reuters prime rate plus one percent, based on the rate in effect on the first business day of the month in which funds are borrowed, and the interest rate is fixed for the term of the loan. Participants must repay the principal
within 60 months, or 120 months if the loan is for the purchase of their primary residence. Loan payments are made through payroll deductions. At termination of employment, a participant may elect to continue paying their outstanding loan directly through Fidelity. Loan interest rates on participant loan balances ranged from 3.25% to 6.50% at December 31, 2020.
Plan Termination
Although the Company has not expressed any intent to do so, Kontoor has the right under the Plan to discontinue its contributions at any time and to terminate or modify the Plan at any time, subject to the Plan provisions of applicable law. In the event of plan termination, participants will remain 100% vested in their accounts.
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The Plan’s
investments are reported at fair value, except for the fully benefit-responsive investment contract, which is reported at contract value. See Note 6 and Note 7 to the Plan's financial statements for additional information on investments measured at fair value and contract value, respectively. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Purchases and sales of securities, including gains and losses thereon, are recorded on a trade date basis. Dividends are recorded on the ex-dividend date, and interest is recorded on the accrual basis. Net appreciation in the fair value
of investments includes realized gains (losses) from investments that were purchased and sold during the year as well as the net change in unrealized gains (losses) on investments held at year end.
Contributions
Participants' contributions and the Company's safe harbor matching contributions are recorded in the period that the related payroll deductions are made.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. The Plan considers a loan as in default if any repayment remains unpaid as of the last business day of the calendar quarter following the calendar quarter in which a loan is initially considered
past due. Defaulted notes receivable from participants are deemed distributed and recorded as benefits paid to participants in the statement of changes in net assets available for benefits. Based on evaluation of current and expected conditions, no allowance for credit losses was recorded at December 31, 2020 or 2019.
Payment of Benefits
Benefits paid to participants are recorded upon distribution.
Administrative Expenses
The Plan’s administrative expenses are paid by either the Plan or Kontoor, as provided by the Plan document. Expenses paid by Kontoor are excluded from these financial statements. Certain administrative functions of the Plan are performed by employees of the
Company. No such employee receives compensation from the Plan. Each participant's account is charged with an allocation of the Plan's general administrative expenses. Allocations are based on participant earnings or account balances, as defined within the Plan document. Expenses relating to specific participant transactions (notes receivable, distributions and investment advisory services) are charged directly to the participant’s account. All allocated and participant-specific Plan expenses are included within administrative expenses in the statement of changes in net assets available for benefits. Investment management fees are recorded within net appreciation in the fair value of investments in the statement of changes in net assets available for benefits.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect certain reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results may differ from those estimates and assumptions.
Recently Adopted Accounting Pronouncement
In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement," which modified the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. This guidance was effective for the 2020 Plan year. The adoption of this guidance did not have a significant impact on the Plan's financial statements or disclosures.
NOTE
3 — TAX STATUS
The IRS has determined and informed the Company by letter dated October 30, 2020 that the Plan is qualified under the appropriate sections of the IRC. Although the Plan has been amended (as discussed in Note 8 to the Plan's financial statements) since receiving the determination letter, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, the Plan Administrator believes the Plan continues to be qualified.
The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that there are no uncertain positions taken or expected to be taken that would require recognition of a liability or asset or disclosure
in the financial statements as of December 31, 2020 and 2019. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
The Plan provides for investment in mutual funds, collective investment trusts and a fully benefit-responsive investment contract, all of which invest in equity, fixed income, or other securities. The Plan also provides for investment in Kontoor Brands, Inc. Common Stock fund and self-directed brokerage accounts. Investments are exposed to various risks, such as market, interest rate and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
On March
11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. The pandemic has generated significant uncertainty in the global economy and volatility in financial markets. The ultimate impacts of COVID-19 on participants’ account balances and the amounts reported in the statements of net assets available for benefits will depend on future developments, including the duration of the pandemic and the pace of economic recovery.
NOTE 5 — RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS
The following are transactions considered exempt party-in-interest transactions:
Certain plan investments are managed by Fidelity, who is the trustee as defined by the Plan.
During the 2020 Plan year, total fees paid by the Plan directly to Fidelity were $193,498 for administrative services and $116,333 for investment advisory services.
Additionally, notes receivable from participants qualify as exempt party-in-interest transactions. The Plan also invests in Kontoor Brands, Inc. Common Stock and invested in VF Corporation Common Stock prior to the fund being liquidated on November 13, 2020; therefore, transactions in these securities qualify as exempt party-in-interest transactions.
Delinquent participant contributions represent non-exempt party-in-interest transactions. Plan management identified certain instances of delinquent participant contributions related to the Plan year ended December 31, 2020 and the Plan period ended December
31, 2019. Delinquent participant contributions of $35,460 in the 2020 Plan year and lost earnings on delinquent contributions of $16,481 in the 2019 Plan period were deposited into the Plan in the 2020 Plan year.
NOTE 6 — INVESTMENTS MEASURED AT FAIR VALUE
Accounting standards provide a three-level fair value hierarchy that prioritizes inputs to valuation techniques used to measure and report financial assets and financial liabilities at fair value. Categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows:
•Level
1 — Quoted prices for identical assets or liabilities in active markets accessible by the Plan.
•Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.
•Level 3 — Prices or valuation techniques that require significant unobservable data inputs.
Following is a description of the valuation methodologies used for the underlying assets of the Plan measured at fair value.
Mutual funds
– Mutual funds represent investments with various investment managers. The mutual funds are valued at the daily closing net asset value ("NAV") per share as reported by the fund. Mutual funds held by the Plan are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Self-directed brokerage accounts – These accounts may include mutual funds, common stock and exchange-traded funds, all of which are valued at the closing price reported in the active market in which the securities are traded. Short-term investments held in these accounts are mutual funds valued as noted above.
Collective investment trusts – These funds are valued at the NAV per share of the individual collective trusts included in each respective fund, which is
based on the fair value of the underlying net assets. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund that are traded in an active market, less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.
Kontoor
Brands, Inc. Common Stock fund – This is a unitized fund which invests in Kontoor Brands, Inc. Common Stock and short-term investments. The Plan owns units in the underlying investments of the fund. The Kontoor Brands, Inc. Common Stock is valued at the closing price reported in the active market in which the security is traded. Short-term investments held by the fund are mutual funds valued as noted above.
As discussed in Note 1 to the Plan's financial statements, the separately managed fixed income fund and VF Corporation Stock fund were removed as investment options under the Plan during 2020. Prior to these investment option changes, the following is a description of the valuation methodologies used for the underlying assets of the Plan measured at fair value as of December 31, 2019, which are no longer held by the Plan as of December
31, 2020.
Separately managed fixed income fund – The separately managed account was a fixed income fund specifically designed for the participants of the Plan. The Plan owned units in the underlying investments of the fund, which consisted of U.S. Treasury and government agency securities and short-term investments. U.S. Treasury securities were valued at the closing price reported in the active market in which the securities were traded. Other U.S. government and related agency securities were valued using pricing models that maximized the use of observable inputs for similar securities with similar credit ratings (Level 2). The short-term investments held by the fund were valued at fair value based on their outstanding balances.
VF Corporation Common Stock fund – This was a unitized fund which invested in VF Corporation Common Stock and short-term investments. The Plan owned
units in the underlying investments of the fund. The VF Corporation Common Stock was valued at the closing price reported in the active market in which the security was traded. Short-term investments held by the fund were mutual funds valued as noted above.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table presents the underlying investments in the Plan as of December 31, 2020:
Total
Fair
Value Measurements
Investments
Level 1
Level 2
Level 3
Investments at fair value
Mutual funds
$
97,955,472
$
97,955,472
$
—
$
—
Self-directed
brokerage accounts
12,763,101
12,763,101
—
—
Kontoor Brands, Inc. Common Stock fund
4,772,061
4,772,061
—
—
Total
Plan investments in the fair value hierarchy
The following table presents the underlying investments in the Plan as of December 31, 2019:
Total
Fair
Value Measurements
Investments
Level 1
Level 2
Level 3
Investments at fair value
Mutual funds
$
12,627,107
$
12,627,107
$
—
$
—
Self-directed
brokerage accounts
11,922,478
11,922,478
—
—
Separately managed fixed income fund
6,156,939
3,100,964
3,055,975
—
Kontoor
Brands, Inc. Common Stock fund
3,767,511
3,767,511
—
—
VF Corporation Common Stock fund
35,372,738
35,372,738
—
—
Total
Plan investments in the fair value hierarchy
$
69,846,773
$
66,790,798
$
3,055,975
$
—
Investments
measured at net asset value
Collective investment trusts (a)
166,573,347
Total Plan investments
$
236,420,120
(a)
Participant
transactions (purchases and sales) may occur daily. Redemptions for collective investment trusts are permitted with no other restrictions or notice periods, and there are no unfunded commitments.
The Plan entered into a fully benefit-responsive investment contract with New York Life Insurance Company ("NYL") to establish the NYL Anchor Account, which was made available as an investment option to Plan participants effective May 1,
2020. The NYL Anchor Account is a group annuity contract. Contributions to the contract are held in a pooled separate account that invests primarily in a diversified portfolio of high-quality, fixed income securities, which are owned and managed by NYL. NYL is contractually obligated to repay the principal and accumulated interest to the Plan. Interest is accrued daily and credited monthly at rates determined by NYL under the contract based on the investment experience of the pooled separate account. The crediting interest rate is reset at least annually and not more frequently than daily, and guaranteed by NYL to not be less than zero.
The NYL Anchor
Account meets the fully benefit-responsive investment contract criteria and is therefore reported at contract value in the statement of net assets available for benefits. Benefit responsiveness is defined as the extent to which a contract’s terms and the Plan permit or require participant-initiated withdrawals at contract value. Contract value, as reported to the Plan by NYL, represents contributions made under the contract,
plus earnings, less participant withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investments at contract value. Certain events would limit the ability of the Plan to transact at contract value with NYL, including: (i) termination of the Plan's interest by the Plan Administrator with less than twelve months' notice, (ii) termination of the Plan's interest due to loss of qualified status, or (iii) withdrawals and transfers of more than five percent of amounts held under the contract due to a Plan Administrator event including, but not limited to, a total or partial plan termination,
merger, spin-off, lay-off, early retirement incentive program, sale or closing of all or part of the Plan sponsor's operations, bankruptcy or receivership. The Plan Administrator does not believe that any events which would limit the Plan's ability to transact at contract value with participants are probable of occurring.
NOTE 8 — SUBSEQUENT EVENTS
Effective January 1, 2021, the Plan was amended to reverse the suspension of the Company's safe harbor matching contributions to the Plan and reinstate such
matching contributions, as discussed in Note 1 to the Plan's financial statements.
Effective March 1, 2021, the Plan was amended to increase the maximum participant deferral percentage from 50% to 75%. Consequently, beginning as of such date, participants may elect to contribute between 1% and 75% of their annual compensation on a pre-tax or Roth 401(k) basis or any combination of the two, as defined in the Plan, subject to certain IRC limitations. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions up to 75% of their annual compensation, subject to the IRC annual limit on catch-up contributions.
Effective March 1, 2021, the Plan was amended to eliminate the cash distribution option with respect to dividends paid on shares
of Kontoor Brands, Inc. Common Stock allocated to a participant’s account. Dividends paid on or after March 1, 2021 with respect to shares of Kontoor Brands, Inc. Common Stock allocated to a participant’s account are reinvested for the participant in the Kontoor Brands, Inc. Common Stock fund.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Kontoor Brands, Inc. Retirement Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
