-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WAmhjt9BrZZP/k9/5HmwZ7HYuoG3qQPKtHiTgepy8JuYJn/M3yIZmtdnv4Pc4nNS yArxKl/NxpKD0Nb6i1kE4g== 0001157523-07-005468.txt : 20070522 0001157523-07-005468.hdr.sgml : 20070522 20070522070039 ACCESSION NUMBER: 0001157523-07-005468 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070522 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20070522 DATE AS OF CHANGE: 20070522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZALE CORP CENTRAL INDEX KEY: 0000109156 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 750675400 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 07869686 BUSINESS ADDRESS: STREET 1: 901 W WALNUT HILL LN STREET 2: MS 6B-3 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9725804000 MAIL ADDRESS: STREET 1: 901 WEST WALNUT HILL LANE STREET 2: MAIL STOP 6B-3 CITY: IRVING STATE: TX ZIP: 75038-1003 FORMER COMPANY: FORMER CONFORMED NAME: ZALE JEWELRY CO INC DATE OF NAME CHANGE: 19710510 8-K 1 a5408823.txt ZALE CORPORATION 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K Current Report Dated May 22, 2007 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-2(c)) ================================================================================ Item 2.02. Results of Operations and Financial Condition On May 22, 2007, Zale Corporation issued a press release reporting its financial results for the third fiscal quarter ended April 30, 2007. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference. The attached press release includes a presentation of earnings and earnings per share for the third quarter and nine months ended April 30, 2007 that excludes the impact of derivative versus hedge accounting on the Company's gold and silver contracts, and reflects lifetime jewelry protection plans as if they were amortized using percentage-of-cost-expected-to-be incurred method. In addition, the attached press release includes a presentation of earnings and earnings per share for the third quarter and nine months ended April 30, 2006, excluding impairment charges associated with closing certain Bailey Banks & Biddle stores, severance charges relating to certain executive management changes, a benefit resulting from the settlement of certain retirement benefit obligations and a benefit from repatriated Canadian earnings under the American Jobs Creation Act. Earnings and earnings per share excluding these items would not be considered measures of financial performance under generally accepted accounting principles (GAAP) and should not be considered as alternatives to earnings and earnings per share as computed under GAAP for the applicable period. Management will use earnings and earnings per share measures adjusted to exclude these items as part of its evaluation of the performance of the Company. In addition, the Company believes the adjusted earnings and earnings per share measures provide useful information to investors, particularly in evaluating the performance of the Company in the current year, compared to prior periods and in comparison to the Company's earnings guidance. The Company's earnings guidance for fiscal year 2007 was based on hedge accounting treatment for gold and silver contracts that were entered into to establish the purchase cost of its gold and silver inventory. The Company's adoption of derivative accounting significantly impacted the Company's earnings and earnings per share during the third quarter and nine months ended April 30, 2007. Similarly, the Company believes it is useful to provide investors information regarding its lifetime jewelry protection plans determined on a basis comparable to the prior periods, and on a consistent basis to the Company's earnings guidance. In the second quarter ended January 31, 2007, the Company altered the jewelry protection plan product offering to its customers to increase the price of the products in conjunction with increasing the period under which services could be rendered. Due to the change in the offering, the Company adopted a straight-line method for recognizing revenue associated with these products in lieu of its previous methodology which recognized revenue on a percentage basis over the service period based on how the costs were expected to be incurred. The change in accounting method significantly impacted the Company's earnings and earnings per share during the quarter and nine months ended April 30, 2007. Further, the impairment charges, store closing charges and severance charges and the benefits related to the settlement of certain retirement obligations and repatriated Canadian earnings relate to events that had a significant impact during the applicable quarter or nine month period and will recur in unpredictable amounts and with unpredictable frequency in the future. The information set forth under this Item 2.02 and in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 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 hereunto duly authorized. ZALE CORPORATION ----------------- Registrant Date: May 22, 2007 By: /s/ Cynthia T. Gordon - -------------------------------------------------------------------------------- Cynthia T. Gordon Senior Vice President, Controller (principal accounting officer of the Registrant) - -------------------------------------------------------------------------------- EXHIBIT INDEX ------------- 99.1 Press Release of Zale Corporation issued May 22, 2007. EX-99.1 2 a5408823ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Zale Corporation Announces Third Quarter Earnings Results DALLAS--(BUSINESS WIRE)--May 22, 2007--Zale Corporation (NYSE: ZLC), a leading specialty retailer of fine jewelry in North America, today announced a net loss of $3.1 million or $0.06 per share for the Company's third quarter ended April 30, 2007. This loss includes, on an after-tax basis, a reduction of $6.9 million, or $0.14 per share due to the decline in revenue recognized from the change to a lifetime jewelry protection plan and a benefit of $1.6 million, or $0.03 per share for the net impact of derivative versus hedge accounting on its gold and silver contracts. Excluding these items, the Company reported earnings of $2.2 million, or $0.05 per diluted share. For the same period last year, the Company reported net earnings of $16.8 million, or $0.35 per diluted share. This included, on an after-tax basis, (1) a benefit of $8.4 million, or $0.17 per diluted share, resulting from the settlement of certain retirement benefit obligations partially offset by (2) a charge for severance of $2.2 million, or $0.04 per diluted share and (3) a charge of $0.9 million, or $0.02 per diluted share, related to the closing of certain Bailey Banks & Biddle locations. Excluding these items, third quarter earnings in 2006 amounted to $11.6 million, or $0.24 per diluted share. Revenues for the quarter ended April 30, 2007 were $511.9 million compared to $526.9 million last year, a decrease of 2.9%. Revenues recognized were $8.7 million or 1.7% less than prior year as a result of the change made in the method of amortizing jewelry protection plan sales. Comparable store sales for the third quarter decreased 3.4%. Year-to-date revenues were flat at $1.95 billion, compared to the same period last year. Excluding revenues of $24.3 million related to Bailey Banks & Biddle store closures in the second quarter of last year, year-to-date revenues increased 1.3%. Year-to-date comparable store sales decreased 0.1%. Year-to-date earnings totaled $58.6 million or $1.20 per diluted share. These earnings treat forward commodity contracts as derivatives under SFAS 133 and reflect the change in revenue recognition for jewelry protection plans as a result of the change in the product sold during the year. The after-tax impact of derivative versus hedge accounting treatment was a $0.6 million loss, or $0.01 per diluted share and the negative impact on revenue recognized from the sale of jewelry protection plans was $16.0 million or $0.33 per diluted share. Excluding these items, year-to-date net earnings were $75.3 million, or $1.54 per diluted share. For the same period last year, earnings were $81.0 million, or $1.63 per diluted share. These prior year earnings include, on an after-tax basis, (1) costs related to the closing of Bailey Banks & Biddle stores of $21.4 million, or $0.43 per diluted share, and (2) severance payments of $7.6 million, or $0.16 per diluted share; this was partially offset by (3) a tax benefit from repatriated Canadian earnings under the American Jobs Creation Act of $11.5 million, or $0.23 per diluted share and (4) an $8.4 million, or $0.17 per diluted share, benefit resulting from the settlement of certain retirement benefit obligations. Excluding these items, the Company reported year-to-date earnings of $90.1 million last year, or $1.82 per diluted share. "While comp store sales decreased 3.4%, a focus on maximizing gross margin dollars and good expense control contributed to earnings in-line with expectations for the quarter," commented Betsy Burton, Chief Executive Officer. Ms. Burton continued, "We believe retail in general is showing signs of weakness, and higher gas prices have directly impacted the discretionary income of the moderate customer. Given these overall macro trends, we are lowering our sales projections and, while cautious, we are maintaining our current earnings guidance for fourth quarter." The Company projects a fourth quarter comparable store sales decrease of 2% to 3% and GAAP earnings per share in the range of ($0.11) to ($0.15). The guidance includes an estimated ($0.12) impact due to the decline in revenue recognized from the change to its jewelry protection plan offering and approximately $0.02 for the net impact of derivative versus hedge accounting. Excluding these items, the Company continues to expect earnings per share in the range of ($0.01) to ($0.05) per share. A conference call will be held today at 9:00 a.m. Eastern Time. Parties interested in participating should dial 706-643-7467 five minutes prior to the scheduled start time. A webcast of the call, as well as a replay, will be available on the Company's Web site at www.zalecorp.com. For additional information, contact Investor Relations at 972-580-5047. Zale Corporation is a leading specialty retailer of fine jewelry in North America operating approximately 2,300 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Bailey Banks & Biddle Fine Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com, www.gordonsjewelers.com and www.baileybanksandbiddle.com. Additional information on Zale Corporation and its brands is available at www.zalecorp.com. This release contains forward-looking statements, including statements regarding the Company's turnaround initiatives and their effects, and sales and earnings guidance for the fourth quarter of fiscal year 2007. Forward-looking statements are not guarantees of future performance and a variety of factors could cause the Company's actual results to differ materially from the results expressed in the forward-looking statements. These factors include, but are not limited to: if the general economy performs poorly, discretionary spending on goods that are, or are perceived to be, "luxuries" may not grow and may even decrease; the concentration of a substantial portion of the Company's sales in three, relatively brief selling seasons means that the Company's performance is more susceptible to disruptions; most of the Company's sales are of products that include diamonds, precious metals and other commodities, and fluctuations in the availability and pricing of commodities could impact the Company's ability to obtain and produce products at favorable prices; the Company's sales are dependent upon mall traffic; the Company operates in a highly competitive industry; changes in regulatory requirements or in the Company's private label credit card arrangement with Citi may increase the cost of or adversely affect the Company's operations and its ability to provide consumer credit and write credit insurance; acquisitions involve special risks, including the possibility that the Company may not be able to integrate acquisitions into its existing operations. For other factors, see the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended July 31, 2006. The Company disclaims any obligation to update or revise publicly or otherwise any forward-looking statements to reflect subsequent events, new information or future circumstances. ZALE CORPORATION AND SUBSIDIARIES CONSOLIDATED SELECTED FINANCIAL INFORMATION (Unaudited, Dollars in thousands, except per share amounts) Three Months Ended Nine Months Ended April 30, April 30, ------------------- ----------------------- 2007 2006 2007 2006 --------- --------- ----------- ----------- Revenues $511,866 $526,895 $1,948,850 $1,948,283 Comparable Store Sales % 3.4% 2.5% -0.1% 1.1% Cost of Sales 250,935 254,361 953,550 958,266 --------- --------- ----------- ----------- Gross Margin 260,931 272,534 995,300 990,017 % of Revenue 51.0% 51.7% 51.1% 50.8% Selling, General and Administrative Expenses 244,188 241,348 827,802 835,758 % of Revenue 47.7% 45.8% 42.5% 42.9% Cost of Insurance Operations 2,070 1,598 5,179 5,014 Depreciation and Amortization Expense 15,450 14,935 45,947 44,798 Benefit from Settlement of Retirement Plan --- (13,403) --- (13,403) Derivative (Gain)/Loss (155) --- 7,072 --- --------- --------- ----------- ----------- Operating Earnings (622) 28,056 109,300 117,850 % of Revenue -0.1% 5.3% 5.6% 6.0% --------- --------- ----------- ----------- Interest Expense, Net 4,346 2,449 15,239 7,685 --------- --------- ----------- ----------- Earnings(Loss) Before Income Taxes (4,968) 25,607 94,061 110,165 Income Taxes (1,902) 8,776 35,461 29,180 --------- --------- ----------- ----------- Net (Loss)Earnings $(3,066) $16,831 $58,600 $80,985 ========= ========= =========== =========== Basic Earnings Per Common Share: Net Earnings Per Share $(0.06) $0.35 $1.21 $1.65 Diluted Earnings Per Common Share: Net Earnings Per Share $(0.06) $0.35 $1.20 $1.63 Weighted Average Number of Common Basic 48,975 47,914 48,580 49,066 Diluted 48,975 48,342 48,994 49,578 - -------------------------- ------------------------------------------- Reconciliation of GAAP Information to Non-GAAP basis 3rd Quarter FY07, diluted: Three Months Ended Nine Months Ended April 30, 2007 April 30, 2007 ------------------- ----------------------- Amount Per Share Amount Per Share --------- --------- ----------- ----------- GAAP Net Earnings(Loss) $(3,066) (0.06) $58,600 1.20 Impact of Derivatives (1) (1,568) (0.03) 641 0.01 Change in Revenue Recognition 6,903 0.14 16,041 0.33 --------- --------- ----------- ----------- Non-GAAP Net Earnings(Loss) $2,269 0.05 $75,282 1.54 ========= ========= =========== =========== (1) The Company does not utilize hedge accounting for its derivatives. As a result, changes in the fair market value of derivatives and the settlement of derivative contracts are recorded directly to earnings. This adjustment shows the impact on net earnings had hedge accounting been utilized. Reconciliation of GAAP Information to Non-GAAP basis 3rd Quarter FY06, diluted: Three Months Nine Months Ended Ended April 30, 2006 April 30, 2006 --------------- ---------------- Per Per Amount Share Amount Share -------- ------ --------- ------ GAAP Net Earnings Per Above $16,831 0.35 $80,985 1.63 Benefit from Settlement of Retirement Plan (8,417) (0.17) (8,417) (0.17) CEO and COO Severance Charges 2,240 0.04 7,578 0.16 Bailey Banks & Biddle Store Closing Charges 912 0.02 21,397 0.43 -------- ------ --------- ------ Earnings before Tax Repatriation $11,566 0.24 $101,543 2.05 Benefit from Tax Repatriation --- --- (11,465) (0.23) -------- ------ --------- ------ -------- ------ --------- ------ Non-GAAP Net Earnings $11,566 0.24 $90,078 1.82 ======== ====== ========= ====== ZALE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DATA (Unaudited, Dollars in thousands) Difference April 2007 vs April 30, April 30, April 2006 2007 2006 Amount Percent ----------- ----------- --------- ------- ASSETS Current Assets: Cash and cash equivalents $52,621 $59,920 $(7,299) -12.2% Merchandise inventories 1,086,487 938,050 148,437 15.8% Other current assets 111,494 83,968 27,526 32.8% ----------- ----------- --------- ------- Total current assets 1,250,602 1,081,938 168,664 15.6% ----------- ----------- --------- ------- Property and equipment 301,814 290,433 11,381 3.9% Goodwill 97,901 97,014 887 0.9% Other assets 35,883 34,824 1,059 3.0% ----------- ----------- --------- ------- Total Assets $1,686,200 $1,504,209 $181,991 12.1% =========== =========== ========= ======= LIABILITIES AND STOCKHOLDERS' INVESTMENT Current liabilities: Accounts payable and accrued liabilities $320,341 $359,356 $(39,015) -10.9% Deferred tax liability 70,073 52,059 18,014 34.6% ----------- ----------- --------- ------- Total current liabilities 390,414 411,415 (21,001) -5.1% ----------- ----------- --------- ------- Long-term debt 290,050 204,859 85,191 41.6% Deferred tax liability 19,125 4,538 14,587 321.4% Other liabilities 95,121 51,791 43,330 83.7% Contingencies Stockholders' Investment: Common stock 492 538 (46) -8.6% Additional paid-In capital 136,015 107,454 28,561 26.6% Accumulated other comprehensive income 37,524 37,392 132 0.4% Accumulated earnings 867,459 836,222 31,237 3.7% ----------- ----------- --------- ------- 1,041,490 981,606 59,884 6.1% Treasury stock (150,000) (150,000) 0 0.0% ----------- ----------- --------- ------- Total stockholders' investment 891,490 831,606 59,884 7.2% ----------- ----------- --------- ------- Total liabilities and stockholders' investment $1,686,200 $1,504,209 $181,991 12.1% =========== =========== ========= ======= CONTACT: Zale Corporation David H. Sternblitz, 972-580-5047 Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----