UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 16, 2012
NEW YORK & COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE |
|
1-32315 |
|
33-1031445 |
(State or other jurisdiction of |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
450 West 33rd Street
5th Floor
New York, New York 10001
(Address of principal executive offices, including Zip Code)
(212) 884-2000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On August 16, 2012, New York & Company, Inc. (the Company) issued a press release announcing, among other things, its financial results for the three and six months ended July 28, 2012. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Press release issued on August 16, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
NEW YORK & COMPANY, INC. | |
|
|
|
|
|
/s/ Sheamus Toal |
Date: August 16, 2012 |
Name: |
Sheamus Toal |
|
Title: |
Executive Vice President and |
|
|
Chief Financial Officer |
Exhibit 99.1
FINAL: For Release
NEW YORK & COMPANY, INC. ANNOUNCES SIGNIFICANTLY
IMPROVED SECOND QUARTER 2012 OPERATING RESULTS
~ Introduces Q3 Guidance ~
New York, New York August 16, 2012 New York & Company, Inc. [NYSE:NWY], a specialty apparel chain with 537 retail stores, today announced results for the second quarter ended July 28, 2012. For the second quarter of fiscal year 2012, net sales were $227.7 million, as compared to $228.6 million for the second quarter of fiscal year 2011. Comparable store sales for the second quarter of fiscal year 2012 were flat versus a comparable store sales decrease of 3.4% in the prior year second quarter.
Operating loss for the second quarter of fiscal year 2012 was $4.4 million, reflecting a significant improvement from the prior years second quarter operating loss of $15.1 million.
Net loss for the second quarter of fiscal year 2012 narrowed to $4.3 million, or $0.07 per diluted share. This compares to the prior year net loss of $15.4 million, or $0.25 per diluted share.
Gregory Scott, New York & Companys CEO, stated: Our second quarter operating results reflect a significant improvement from last year driven by continued progress on our strategic initiatives our six keys to success. Enhancements made to our summer merchandise assortments combined with compelling event-driven promotions led to flat comparable store sales for the quarter, despite less than optimal levels of inventory. We also benefited from improved product costs, while generating savings in both our buying and occupancy costs and reductions in our planned level of SG&A expenses. We remain encouraged by our multi-channel growth initiatives Outlet and eCommerce which continue to increase as a percentage of our overall business while contributing to the bottom line.
The Company continues to cite its six keys to success as its drivers toward improved fiscal year 2012 results. These include: maximizing sales and profitability particularly during peak traffic times of the year; increasing its marketing efforts to grow traffic in stores and on-line; maintaining dominance in wear-to-work, while redefining its casual assortment; improving average unit cost; optimizing its real estate portfolio; and expanding its growing eCommerce and Outlet businesses.
During the quarter, the Company accomplished the following:
· Despite lower than optimal inventory levels throughout the quarter, comparable store sales improved from the year-ago period.
· Gross profit as a percentage of net sales improved by 480 basis points versus the prior year, driven by improved product costs combined with reductions in buying and occupancy costs.
· Selling, general and administrative expenses were up slightly compared to the prior year period as the Company invested in marketing, eCommerce and Outlet initiatives, which were partially offset by continued expense controls along with a benefit from insurance proceeds and a reduction in share-based compensation expense.
· Inventory remained tightly managed with total quarter-end inventory declining by 4.8%, as compared to the end of last years second quarter. The retail value of on-hand inventory per average store increased 5.7%.
· The Company ended the quarter with $39.4 million of cash-on-hand and no outstanding borrowings under its revolving credit facility.
· The Company opened six new Outlet stores, remodeled three existing stores and closed 10 stores, ending the quarter with 537 stores, including 41 Outlet stores, and 2.8 million selling square feet in operation.
For the six months ended July 28, 2012, net sales were $455.4 million, as compared to $467.9 million for the six months ended July 30, 2011. Comparable store sales decreased 1.5% for the six months ended July 28, 2012, as compared to a decrease of 0.4% in the prior year period. Operating loss for the six months ended July 28, 2012 was $4.5 million, reflecting a significant improvement from the prior years operating loss of $18.7 million. Net loss for the six months ended July 28, 2012 narrowed to $4.5 million, or $0.07 per diluted share. This compares to the prior year net loss of $19.1 million, or $0.32 per diluted share.
Outlook
The Company is providing the following outlook for the third quarter reflecting its expectations for the balance of the quarter.
Comparable store sales for the third quarter of fiscal year 2012 are expected to be flat to up slightly versus the year-ago period, and the Company expects to have 538 stores in operation at the end of the third quarter as compared to 542 in the prior year.
Gross margin is expected to significantly increase by more than 200 basis points from the prior years rate primarily driven by improved product costs resulting in merchandise margin increases. This improvement is expected to be offset by investments in selling, general and administrative expenses, including: (i) an increase in accruals for variable-based compensation; (ii) incremental investments in marketing to drive traffic and increase brand awareness; and (iii) incremental store expense associated with the growth of the Companys Outlet and eCommerce businesses, and to support the core New York & Company stores. Selling, general and administrative expenses as a percentage of net sales in the fourth quarter of fiscal year 2012 are expected to be comparable to the fourth quarter of fiscal year 2011.
As a result, operating loss in the third quarter of fiscal year 2012 is projected to be in the range of $4 million to $8 million. The year-to-date operating loss at the end of the third quarter is expected to be in the range of $8.5 million to $12.5 million, which is a significant improvement from the operating loss of $24.8 million last year and positions the Company closer to a return to profitability for the full year in the fourth quarter of fiscal year 2012.
As previously announced, the Company continues to provide for adjustments to the deferred tax valuation allowance initially recorded in the second quarter of fiscal year 2010 substantially offsetting any future tax provisions or benefits resulting in an approximately 0% effective tax rate for GAAP purposes.
The Company anticipates total inventory levels at the end of the third quarter of fiscal year 2012 to be down by a low single digit percentage versus the prior year reflecting continued reductions in product costs. The retail value of on-hand inventory per average store is expected to be approximately flat.
While the Company expects to utilize its credit facility for certain seasonal working capital needs, it expects to end the year with no borrowings under its credit facility and no long-term debt.
Capital expenditures are expected to be approximately $8.0 million for the third quarter of fiscal year 2012, as compared to $3.5 million in the prior year. Depreciation expense for the period is estimated at $9.0 million.
The Company expects to open two new Outlet stores, remodel six existing locations and close one store, ending the third quarter of fiscal year 2012 with 538 stores, including 43 Outlet stores.
The Company expects to report its third quarter fiscal year 2012 results during the last week of November, following the Thanksgiving holiday weekend.
Conference Call Information
A conference call to discuss the second quarter of fiscal year 2012 results is scheduled for Thursday, August 16, 2012 at 4:30 pm Eastern Time. Investors and analysts interested in participating in the call are invited to dial 888-487-0361, referencing conference ID number 6488422, approximately ten minutes prior to the start of the call. The conference call will also be web-cast live at www.nyandcompany.com. A replay of this call will be available until midnight on August 26, 2012 and can be accessed by dialing (877) 870-5176 and entering conference ID number 6488422.
About New York & Company, Inc.
New York & Company, Inc. is a leading specialty retailer of womens fashion apparel and accessories, and the modern wear-to-work destination for women, providing perfectly fitting pants and NY Style that is feminine, polished, on-trend and versatileall at an amazing value. The Companys proprietary branded New York & Company® merchandise is sold exclusively through its national network of retail stores and eCommerce store at www.nyandcompany.com. The Company currently operates 537 retail stores in 43 states. Additionally, certain product, press release and SEC filing information concerning the Company are available at the Companys website: www.nyandcompany.com.
New York & Company, Inc.
Suzanne Rosenberg
Director, Investor Relations
212-884-2140
Investor/Media Contact:
ICR, Inc.
(203) 682-8200
Investor: Allison Malkin
Forward-looking Statements
This press release contains certain forward looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Some of these statements can be identified by terms and phrases such as expect anticipate, believe, intend, estimate, continue, could, may, plan, project, predict, and similar expressions and references to assumptions that the Company believes are reasonable and relate to its future prospects, developments and business strategies. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These include, but are not limited to: (i) the impact of general economic conditions and their effect on consumer confidence and spending patterns; (ii) changes in the cost of raw materials, distribution services or labor; (iii) the potential for current economic conditions to negatively impact the Companys merchandise vendors and their ability to deliver products; (iv) the Companys ability to open and operate stores successfully; (v) seasonal fluctuations in the Companys business; (vi) the Companys ability to anticipate and respond to fashion trends; (vii) the Companys dependence on mall traffic for its sales; (viii) competition in the Companys market, including promotional and pricing competition; (ix) the Companys ability to retain, recruit and train key personnel; (x) the Companys reliance on third parties to manage some aspects of its business; (xi) the Companys reliance on foreign sources of production; (xii) the Companys ability to protect its trademarks and other intellectual property rights; (xiii) the Companys ability to maintain, and its reliance on, its information technology infrastructure; (xiv) the effects of government regulation; (xv) the control of the Company by its sponsors and any potential change of ownership of those sponsors; and (xvi) other risks and uncertainties as described in the Companys documents filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to revise the forward looking statements included in this press release to reflect any future events or circumstances.
Exhibit (1)
New York & Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands, except per share amounts) |
|
Three months |
|
% |
|
Three months |
|
% |
| ||
Net sales |
|
$ |
227,690 |
|
100.0 |
% |
$ |
228,557 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
| ||
Cost of goods sold, buying and occupancy costs |
|
169,971 |
|
74.7 |
% |
181,633 |
|
79.5 |
% | ||
|
|
|
|
|
|
|
|
|
| ||
Gross profit |
|
57,719 |
|
25.3 |
% |
46,924 |
|
20.5 |
% | ||
|
|
|
|
|
|
|
|
|
| ||
Selling, general and administrative expenses |
|
62,122 |
|
27.2 |
% |
62,038 |
|
27.1 |
% | ||
|
|
|
|
|
|
|
|
|
| ||
Operating loss |
|
(4,403 |
) |
(1.9 |
)% |
(15,114 |
) |
(6.6 |
)% | ||
|
|
|
|
|
|
|
|
|
| ||
Interest expense, net of interest income |
|
87 |
|
|
% |
121 |
|
0.1 |
% | ||
|
|
|
|
|
|
|
|
|
| ||
Loss before income taxes |
|
(4,490 |
) |
(1.9 |
)% |
(15,235 |
) |
(6.7 |
)% | ||
|
|
|
|
|
|
|
|
|
| ||
(Benefit) provision for income taxes |
|
(160 |
) |
|
% |
163 |
|
|
% | ||
|
|
|
|
|
|
|
|
|
| ||
Net loss |
|
$ |
(4,330 |
) |
(1.9 |
)% |
$ |
(15,398 |
) |
(6.7 |
)% |
|
|
|
|
|
|
|
|
|
| ||
Basic loss per share |
|
$ |
(0.07 |
) |
|
|
$ |
(0.25 |
) |
|
|
|
|
|
|
|
|
|
|
|
| ||
Diluted loss per share |
|
$ |
(0.07 |
) |
|
|
$ |
(0.25 |
) |
|
|
|
|
|
|
|
|
|
|
|
| ||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
| ||
Basic shares of common stock |
|
61,437 |
|
|
|
60,953 |
|
|
| ||
Diluted shares of common stock |
|
61,437 |
|
|
|
60,953 |
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
Selected operating data: |
|
|
|
|
|
|
|
|
| ||
(Dollars in thousands, except square foot data) |
|
|
|
|
|
|
|
|
| ||
Comparable store sales increase (decrease) |
|
0.0 |
% |
|
|
(3.4 |
)% |
|
| ||
Net sales per average selling square foot (a) |
|
$ |
79 |
|
|
|
$ |
77 |
|
|
|
Net sales per average store (b) |
|
$ |
422 |
|
|
|
$ |
417 |
|
|
|
Average selling square footage per store (c) |
|
5,299 |
|
|
|
5,423 |
|
|
|
(a) Net sales per average selling square foot is defined as net sales divided by the average of beginning and end of period selling square feet.
(b) Net sales per average store is defined as net sales divided by the average of beginning and end of period number of stores.
(c) Average selling square footage per store is defined as end of period selling square feet divided by end of period number of stores.
Exhibit (2)
New York & Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands, except per share amounts) |
|
Six months |
|
% |
|
Six months |
|
% |
| ||
Net sales |
|
$ |
455,426 |
|
100.0 |
% |
$ |
467,911 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
| ||
Cost of goods sold, buying and occupancy costs |
|
333,157 |
|
73.2 |
% |
358,997 |
|
76.7 |
% | ||
|
|
|
|
|
|
|
|
|
| ||
Gross profit |
|
122,269 |
|
26.8 |
% |
108,914 |
|
23.3 |
% | ||
|
|
|
|
|
|
|
|
|
| ||
Selling, general and administrative expenses |
|
126,748 |
|
27.8 |
% |
127,627 |
|
27.3 |
% | ||
|
|
|
|
|
|
|
|
|
| ||
Operating loss |
|
(4,479 |
) |
(1.0 |
)% |
(18,713 |
) |
(4.0 |
)% | ||
|
|
|
|
|
|
|
|
|
| ||
Interest expense, net of interest income |
|
177 |
|
|
% |
251 |
|
0.1 |
% | ||
|
|
|
|
|
|
|
|
|
| ||
Loss before income taxes |
|
(4,656 |
) |
(1.0 |
)% |
(18,964 |
) |
(4.1 |
)% | ||
|
|
|
|
|
|
|
|
|
| ||
(Benefit) provision for income taxes |
|
(115 |
) |
|
% |
112 |
|
|
% | ||
|
|
|
|
|
|
|
|
|
| ||
Net loss |
|
$ |
(4,541 |
) |
(1.0 |
)% |
$ |
(19,076 |
) |
(4.1 |
)% |
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
Basic loss per share |
|
$ |
(0.07 |
) |
|
|
$ |
(0.32 |
) |
|
|
|
|
|
|
|
|
|
|
|
| ||
Diluted loss per share |
|
$ |
(0.07 |
) |
|
|
$ |
(0.32 |
) |
|
|
|
|
|
|
|
|
|
|
|
| ||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
| ||
Basic shares of common stock |
|
61,369 |
|
|
|
60,487 |
|
|
| ||
Diluted shares of common stock |
|
61,369 |
|
|
|
60,487 |
|
|
|
Selected operating data: |
|
|
|
|
|
|
|
|
| ||
(Dollars in thousands, except square foot data) |
|
|
|
|
|
|
|
|
| ||
Comparable store sales decrease |
|
(1.5 |
)% |
|
|
(0.4 |
)% |
|
| ||
Net sales per average selling square foot (a) |
|
$ |
159 |
|
|
|
$ |
157 |
|
|
|
Net sales per average store (b) |
|
$ |
851 |
|
|
|
$ |
852 |
|
|
|
Average selling square footage per store (c) |
|
5,299 |
|
|
|
5,423 |
|
|
|
(a) Net sales per average selling square foot is defined as net sales divided by the average of beginning and end of period selling square feet.
(b) Net sales per average store is defined as net sales divided by the average of beginning and end of period number of stores.
(c) Average selling square footage per store is defined as end of period selling square feet divided by end of period number of stores.
Exhibit (3)
New York & Company, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands) |
|
July 28, |
|
January 28, |
|
July 30, |
| |||
|
|
(Unaudited) |
|
(Audited) |
|
(Unaudited) |
| |||
Assets |
|
|
|
|
|
|
| |||
Current assets: |
|
|
|
|
|
|
| |||
Cash and cash equivalents |
|
$ |
39,364 |
|
$ |
50,787 |
|
$ |
36,215 |
|
Accounts receivable |
|
10,064 |
|
7,269 |
|
10,698 |
| |||
Income taxes receivable |
|
475 |
|
477 |
|
927 |
| |||
Inventories, net |
|
79,838 |
|
81,328 |
|
83,848 |
| |||
Prepaid expenses |
|
21,785 |
|
21,057 |
|
21,612 |
| |||
Other current assets |
|
1,001 |
|
968 |
|
1,194 |
| |||
Total current assets |
|
152,527 |
|
161,886 |
|
154,494 |
| |||
|
|
|
|
|
|
|
| |||
Property and equipment, net |
|
107,152 |
|
115,280 |
|
130,225 |
| |||
Intangible assets |
|
14,879 |
|
14,879 |
|
14,879 |
| |||
Deferred income taxes |
|
4,361 |
|
4,361 |
|
3,362 |
| |||
Other assets |
|
894 |
|
950 |
|
584 |
| |||
Total assets |
|
$ |
279,813 |
|
$ |
297,356 |
|
$ |
303,544 |
|
Liabilities and stockholders equity |
|
|
|
|
|
|
| |||
Current liabilities: |
|
|
|
|
|
|
| |||
Current portion long-term debt |
|
$ |
|
|
$ |
|
|
$ |
4,500 |
|
Accounts payable |
|
67,324 |
|
72,297 |
|
60,002 |
| |||
Accrued expenses |
|
51,990 |
|
55,146 |
|
49,919 |
| |||
Income taxes payable |
|
411 |
|
3,064 |
|
139 |
| |||
Deferred income taxes |
|
4,361 |
|
4,361 |
|
3,362 |
| |||
Total current liabilities |
|
124,086 |
|
134,868 |
|
117,922 |
| |||
|
|
|
|
|
|
|
| |||
Deferred rent |
|
53,309 |
|
57,127 |
|
61,189 |
| |||
Other liabilities |
|
4,951 |
|
5,256 |
|
5,625 |
| |||
Total liabilities |
|
182,346 |
|
197,251 |
|
184,736 |
| |||
|
|
|
|
|
|
|
| |||
Total stockholders equity |
|
97,467 |
|
100,105 |
|
118,808 |
| |||
Total liabilities and stockholders equity |
|
$ |
279,813 |
|
$ |
297,356 |
|
$ |
303,544 |
|
Exhibit (4)
New York & Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands) |
|
Six months |
|
Six months |
| ||
|
|
|
|
|
| ||
Operating activities |
|
|
|
|
| ||
Net loss |
|
$ |
(4,541 |
) |
$ |
(19,076 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| ||
Depreciation and amortization |
|
17,310 |
|
19,366 |
| ||
Loss from impairment charges |
|
366 |
|
887 |
| ||
Amortization of deferred financing costs |
|
60 |
|
108 |
| ||
Share-based compensation expense |
|
1,733 |
|
1,898 |
| ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Accounts receivable |
|
(2,795 |
) |
(942 |
) | ||
Income taxes receivable |
|
2 |
|
(400 |
) | ||
Inventories, net |
|
1,490 |
|
(1,786 |
) | ||
Prepaid expenses |
|
(728 |
) |
(905 |
) | ||
Accounts payable |
|
(4,973 |
) |
(13,609 |
) | ||
Accrued expenses |
|
(3,156 |
) |
(14,283 |
) | ||
Income taxes payable |
|
(2,653 |
) |
(121 |
) | ||
Deferred rent |
|
(3,818 |
) |
(5,673 |
) | ||
Other assets and liabilities |
|
(248 |
) |
108 |
| ||
Net cash used in operating activities |
|
(1,951 |
) |
(34,428 |
) | ||
|
|
|
|
|
| ||
Investing activities |
|
|
|
|
| ||
Capital expenditures |
|
(9,549 |
) |
(5,898 |
) | ||
Net cash used in investing activities |
|
(9,549 |
) |
(5,898 |
) | ||
|
|
|
|
|
| ||
Financing activities |
|
|
|
|
| ||
Repayment of debt |
|
|
|
(3,000 |
) | ||
Proceeds from exercise of stock options |
|
77 |
|
2,149 |
| ||
Net cash provided by (used in) financing activities |
|
77 |
|
(851 |
) | ||
|
|
|
|
|
| ||
Net decrease in cash and cash equivalents |
|
(11,423 |
) |
(41,177 |
) | ||
|
|
|
|
|
| ||
Cash and cash equivalents at beginning of period |
|
50,787 |
|
77,392 |
| ||
Cash and cash equivalents at end of period |
|
$ |
39,364 |
|
$ |
36,215 |
|