-----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, FohTHqGO1+eOg3//h3qZrMtv3UEgmkBz3LG+nSetiKE+SacZJfAHWqk6OITum0y0 9WpqMqGeOE+bU2+aJYl10w== 0000874016-03-000026.txt : 20030429 0000874016-03-000026.hdr.sgml : 20030429 20030429080719 ACCESSION NUMBER: 0000874016-03-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030429 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES APPAREL GROUP INC CENTRAL INDEX KEY: 0000874016 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 060935166 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10746 FILM NUMBER: 03667766 BUSINESS ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE STREET 2: KEYSTONE PK CITY: BRISTOL STATE: PA ZIP: 19007 BUSINESS PHONE: 2157854000 MAIL ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE CITY: BRISTOL STATE: PA ZIP: 19007 8-K 1 apr29_2003.htm FORM 8-K Form 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):
April 29, 2003

 

JONES APPAREL GROUP, INC.
(Exact Name of registrant as specified in its charter)

 

Pennsylvania
(State or Other Jurisdiction of Incorporation)

1-10746
(Commission File Number)

06-0935166
(IRS Employer Identification No.)

250 Rittenhouse Circle
Bristol, PA 19007
(Address of principal executive offices)

(215) 785-4000
(Registrant's telephone number, including area code)

Item 7. Exhibits

99.1 Press Release of the Registrant dated April 29, 2003.
  

Item 12. Results of Operations and Financial Condition

    The information under this caption is furnished by Jones Apparel Group, Inc. (the "Company") in accordance with Securities and Exchange Commission Release No. 33-8216. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

    On April 29, 2003, the Company issued a press release describing its results of operations for the first quarter ended Apri1 5, 2003. A copy of the press release is attached as Exhibit 99.1 to this report.

    The press release attached as Exhibit 99.1 contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. To supplement our consolidated financial statements presented in accordance with GAAP, we are presenting non-GAAP measures of adjusted selling, general and administrative expenses, operating income, net income and earnings per share, which are adjusted from results based on GAAP to exclude both certain executive compensation obligations and the cumulative effect of the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets," that were recorded during the first fiscal quarter of 2002. 

    These non-GAAP measures are provided to enhance the user’s overall understanding of our current financial performance. Specifically, we believe the non-GAAP results provide useful information to both management and investors by excluding certain expenses that may not be indicative of our core operating results. In addition, because we have historically reported certain non-GAAP results to investors, we believe the inclusion of non-GAAP numbers provides consistency in our financial reporting. These measures should be considered in addition to results prepared in accordance with GAAP, but are not a substitute for or superior to GAAP results. The non-GAAP measures of adjusted net income and adjusted diluted earnings per share included in the attached press release have been reconciled to the equivalent GAAP measure.

2

 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.

 

JONES APPAREL GROUP, INC.
(Registrant)

By: /s/ Wesley R. Card 
     Wesley R. Card
     Chief Operating and Financial Officer

 Date: April 29, 2003

 3

Exhibit Index

Exhibit No. Description
99.1 Press Release of the Registrant dated April 29, 2003.

4

 EX-99 3 april29ex99_1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Jones Apparel Group, Inc.

Contacts: Wesley R. Card, Chief Operating and Financial Officer
Anita Britt, Executive Vice President Finance
(215) 785-4000

 

JONES APPAREL GROUP, INC.
REPORTS REVENUES AND EARNINGS FOR THE FIRST QUARTER 2003  

NEW YORK, NEW YORK -- April 29, 2003 -- Jones Apparel Group, Inc. (NYSE:JNY) today reported results for the first quarter of 2003. Revenues increased 9.5% to $1,234 million for the first quarter ended April 5, 2003, from $1,127 million for the first quarter of 2002. Earnings per share under Generally Accepted Accounting Principles ("GAAP") increased to $.90 for the first quarter of 2003 as compared to $.53 for the first quarter of 2002. On an operating basis, adjusted to exclude certain charges, earnings per share for the first quarter of 2002 were $.77. The Company believes these adjusted results provide a more meaningful comparison of its ongoing operational results. For a full analysis of the adjustments, refer to Note 1 below along with the reconciliation of adjusted results to GAAP results.

Peter Boneparth, Chief Executive Officer, stated, "Our first quarter results were very satisfying in a period that witnessed a generally soft economic climate, major geopolitical concerns and military conflict. This was evidenced in our retail stores, which were impacted by lackluster consumer traffic resulting in a 10% decline in comparable store sales. The weaker than planned retail performance was offset by the acquisitions of Gloria Vanderbilt and l.e.i., which provided healthy sales and strong operating margins. In general, our wholesale businesses performed at or close to plan despite the difficult retail environment. The combination of these factors allowed us to exceed our expectations for the quarter."

Wesley Card, Chief Operating and Financial Officer, commented, "Our operating margin for the quarter rose to 16.9% compared to an adjusted operating margin of 16.2% for the first quarter of 2002. We continue to focus on key financial and operational components of our business -- inventory management and expense control -- to maintain and to further enhance our margins. Inventory levels were $532 million, or $456 million excluding acquisitions, compared to $479 million in 2002, representing a 5% reduction. The Company ended the quarter with $1 billion of debt, principally long-term, resulting in a debt to book capitalization ratio, net of cash, of 27.5%. During the quarter, we repurchased 1 million shares of Company common stock in the open market at an aggregate cost of $28 million."

Mr. Boneparth added, "The economic outlook for the balance of 2003 remains uncertain, with most economists not predicting a significant upturn until early 2004. We therefore continue to maintain our prudent posture of focusing on managing cash flow and our balance sheet. We now expect that earnings per share for the full year will fall in a range of $2.90 to $3.10. Should consumer traffic and spending on apparel and footwear improve for the remainder of the year, we believe that we would achieve the upper end of this range. However, should the trends noted in the first four months continue, we would expect earnings per share to be closer to the lower end of the range."

Mr. Boneparth concluded, "Despite the near-term challenges created by the soft economic landscape, we continue to believe that our corporate strategy emphasizing diversification in distribution channels, product offerings and targeting consumers, uniquely positions us to deliver consistently strong results. Our initiatives for 2003 and beyond are to significantly reduce our production cycles where possible and to deliver fashion right product to the customer. We also continue to offer new product initiatives and brand extensions to fill market voids. Our product launch in ESPRIT footwear for Spring is showing good initial consumer response. Additional 2003 product launches include Bandolino apparel, Gloria Vanderbilt sportswear, ESPRIT handbags, and Gloria Vanderbilt footwear and handbags. As our industry becomes increasingly more competitive, we at Jones Apparel Group continue to focus on inventory management, cost control and our connection with our consumer." 

- continued -

Note 1: In the first quarter of 2002, adjusted results exclude pre-tax charges of (i) $31.2 million, or $.14 per share, for executive compensation obligations under employment agreements with certain former officers, and; (ii) $22.2 million, or $.10 per share, resulting from a cumulative effect of change in accounting principle for the adoption of SFAS No. 142.

 

Reconciliation of Adjusted Results to GAAP Results

First Quarter

First Quarter
 

2003

2002

     

Reconciliation of net income (net of tax)

    

Adjusted net income

$121.8 

$103.9 

Executive compensation obligations

- 

(19.4)

Cumulative effect of change in accounting principle

- 

(13.8)

Net income

$121.8 

$70.7 

     

Reconciliation of earnings per share – diluted

    

Adjusted net income

$0.90 

$0.77 

Executive compensation obligations

- 

(0.14)

Cumulative effect of change in accounting principle

- 

(0.10)

Net income

$0.90 

$0.53 

 

The Company will host a conference call with management to discuss these results and its outlook for 2003 at 8:30 a.m. EST today, which is accessible by dialing 412-858-4600 or through a web cast at www.jny.com.

Jones Apparel Group, Inc. (www.jny.com), a Fortune 500 Company, is a leading designer and marketer of branded apparel, footwear and accessories. The Company's nationally recognized brands include: Jones New York; Lauren by Ralph Lauren, Ralph by Ralph Lauren, and Polo Jeans Company, which are licensed from Polo Ralph Lauren Corporation; Evan-Picone, Rena Rowan, Norton McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Currants, Jamie Scott, Todd Oldham, Nine West, Easy Spirit, Enzo Angiolini, Bandolino, Napier and Judith Jack. The Company also markets costume jewelry under the Tommy Hilfiger brand licensed from Tommy Hilfiger Corporation and the Givenchy brand licensed from Givenchy Corporation, and footwear and accessories under the ESPRIT brand licensed from Esprit Europe, B.V. Celebrating more than 30 years of service, the Company has built a reputation for excellence in product quality and value, and in operational execution.

Certain statements herein are "forward-looking statements'' made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements represent the Company's expectations or beliefs concerning future events that involve risks and uncertainties, including the strength of the economy and the overall level of consumer spending, the performance of the Company's products within the prevailing retail environment, and other factors which are set forth in the Company's 2002 Form 10-K and in all filings with the SEC made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

# # #

JONES APPAREL GROUP, INC.
CONSOLIDATED OPERATING RESULTS
(UNAUDITED)

All amounts in millions except per share data 

                                                             FIRST QUARTER
                                                  -----------------------------------
                                                        2003               2002
                                                  ----------------   ----------------
Net sales                                         $1,226.7   99.4%   $1,120.3   99.4%
Licensing income (net)                                 7.5    0.6%        6.6    0.6%
                                                  --------  ------   --------  ------
Total revenues                                     1,234.2  100.0%    1,126.9  100.0%
Cost of goods sold                                   752.8   61.0%      678.5   60.2%
                                                  --------  ------   --------  ------
Gross profit                                         481.4   39.0%      448.4   39.8%
SG&A expenses                                        272.4   22.1%      265.5   23.6%
Executive compensation obligations                       -      -        31.2    2.8%
                                                  --------  ------   --------  ------
Income from operations                               209.0   16.9%      151.7   13.5%
Net interest expense and financing costs              14.1    1.1%       16.0    1.4%
Equity in earnings of unconsolidated affiliates        0.6    0.0%          -      -
                                                  --------  ------   --------  ------
Income before taxes                                  195.5   15.8%      135.7   12.0%
Provision for income taxes                            73.7    6.0%       51.2    4.5%
                                                  --------  ------   --------  ------
Income before cumulative effect of change in
  accounting principle                               121.8    9.9%       84.5    7.5%
Cumulative effect of change in accounting
  for intangible assets, net of tax                      -      -        13.8    1.2%
                                                  --------  ------   --------  ------
Net income                                        $  121.8    9.9%   $   70.7    6.3%
                                                  ========  ======   ========  ======

Shares outstanding - diluted                         137.4              137.3
Earnings per share - diluted
  Income before cumulative effect of change in
    accounting principle                             $0.90              $0.63
  Cumulative effect of change in accounting
    for intangible assets, net of tax                    -               0.10
                                                  --------           --------
  Net income                                         $0.90              $0.53
                                                  ========           ========

Percentages may not add due to rounding. 

JONES APPAREL GROUP, INC.
SEGMENT INFORMATION

all amounts in millions 


                                        Wholesale  Wholesale    Wholesale
                                           Better   Moderate   Footwear &                 Other &
                                          Apparel    Apparel  Accessories    Retail  Eliminations  Consolidated
                                        -----------------------------------------------------------------------

For the fiscal quarter ended April 5, 2003
  Revenues from external customers         $445.1     $412.3       $229.0    $140.3          $7.5      $1,234.2
  Intersegment revenues                      26.5        1.4         16.1         -         (44.0)            -
                                        -----------------------------------------------------------------------
    Total revenues                          471.6      413.7        245.1     140.3         (36.5)      1,234.2
                                        -----------------------------------------------------------------------

  Segment income (loss)                    $101.5      $73.7        $47.0     $(4.8)        $(8.4)        209.0
                                        =========================================================
                                             21.5%      17.8%        19.2%     (3.4%)                      16.9%

  Net interest expense                                                                                    (14.1)
  Equity in earnings of unconsolidated affiliates                                                           0.6
                                                                                                        -------
    Income before provision for income taxes                                                             $195.5
                                                                                                        =======


For the fiscal quarter ended April 6, 2002
  Revenues from external customers         $474.0     $256.5       $233.9    $155.9          $6.6      $1,126.9
  Intersegment revenues                      29.8        1.4         22.5         -         (53.7)            -
                                        -----------------------------------------------------------------------
    Total revenues                          503.8      257.9        256.4     155.9         (47.1)      1,126.9
                                        -----------------------------------------------------------------------

  Segment income (loss)                    $108.1      $46.9        $31.0      $6.6        $(40.9)        151.7
                                        =========================================================
                                             21.5%      18.2%        12.1%      4.2%                       13.5%

  Net interest expense                                                                                    (16.0)
                                                                                                        -------
    Income before provision for income taxes                                                             $135.7
                                                                                                        =======

JONES APPAREL GROUP, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

all amounts in millions

                                                 April 5, 2003        April 6, 2002
                                                 -------------        -------------
ASSETS
CURRENT:
  Cash and cash equivalents                              $95.1               $143.3
  Accounts receivable, net of allowances
    of $54.1 and $47.4 for doubtful
    accounts, discounts, returns and
    co-op advertising                                    722.8                585.1
  Inventories                                            531.9                478.9
  Deferred taxes                                          73.9                 64.3
  Other current assets                                    42.7                 45.6
                                                    ----------           ----------
    TOTAL CURRENT ASSETS                               1,466.4              1,317.2


Property, plant and equipment, at cost,
  less accumulated depreciation and
  amortization                                           256.6                246.6
Goodwill, less accumulated amortization                1,541.3              1,369.8
Other intangibles, less accumulated amortization         674.1                509.8
Other assets                                              61.7                 79.7
                                                    ----------           ----------
                                                      $4,000.1             $3,523.1
                                                    ==========           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
  Current portion of long-term debt and
    capital lease obligations                             $7.2                 $8.3
  Accounts payable                                       208.2                181.3
  Income taxes payable                                    81.5                 67.8
  Accrued expenses and other current liabilities         148.2                171.8
                                                    ----------           ----------
    TOTAL CURRENT LIABILITIES                            445.1                429.2
                                                    ----------           ----------

NONCURRENT LIABILITIES:
  Long-term debt and obligation under capital leases     998.4                980.7
  Deferred taxes                                         100.0                 66.5
  Other                                                   53.1                 33.0
                                                    ----------           ----------
    TOTAL NONCURRENT LIABILITIES                       1,151.5              1,080.2
                                                    ----------           ----------
    TOTAL LIABILITIES                                  1,596.6              1,509.4
                                                    ----------           ----------

STOCKHOLDERS' EQUITY                                   2,403.5              2,013.7
                                                    ----------           ----------
                                                      $4,000.1             $3,523.1
                                                    ==========           ==========

JONES APPAREL GROUP, INC.
ADJUSTED CONSOLIDATED OPERATING RESULTS
(UNAUDITED)

All amounts in millions except per share data 

                                                             FIRST QUARTER
                                                  -----------------------------------
                                                        2003               2002
                                                  ----------------   ----------------
Net sales                                         $1,226.7   99.4%   $1,120.3   99.4%
Licensing income (net)                                 7.5    0.6%        6.6    0.6%
                                                  --------  ------   --------  ------
Total revenues                                     1,234.2  100.0%    1,126.9  100.0%
Cost of goods sold                                   752.8   61.0%      678.5   60.2%
                                                  --------  ------   --------  ------
Gross profit                                         481.4   39.0%      448.4   39.8%
Adjusted SG&A expenses                               272.4   22.1%      265.5   23.6%
                                                  --------  ------   --------  ------
Adjusted income from operations                      209.0   16.9%      182.9   16.2%
Net interest expense and financing costs              14.1    1.1%       16.0    1.4%
Equity in earnings of unconsolidated affiliates        0.6    0.0%          -      -
                                                  --------  ------   --------  ------
Adjusted income before taxes                         195.5   15.8%      166.9   14.8%
Adjusted provision for income taxes                   73.7    6.0%       63.0    5.6%
                                                  --------  ------   --------  ------
Adjusted net income                               $  121.8    9.9%   $  103.9    9.2%
                                                  ========  ======   ========  ======

Shares outstanding - diluted                         137.4              137.3

Adjusted earnings per share - diluted                $0.90              $0.77

Reconciliation of net income
  Adjusted net income                               $121.8             $103.9
  Executive compensation obligations                     -              (19.4)
  Cumulative effect of change in
    accounting principle                                 -              (13.8)
                                                  --------           --------
  Net income                                        $121.8              $70.7
                                                  ========           ========

Reconciliation of earnings per share - diluted
  Adjusted earnings per share - diluted              $0.90              $0.77
  Executive compensation obligations                     -              (0.14)
  Cumulative effect of change in
    accounting principle                                 -              (0.10)
                                                  --------           --------
  Earnings per share - diluted                       $0.90              $0.53
                                                  ========           ========

Percentages may not add due to rounding.

Adjusted information excludes the executive compensation obligations and cumulative effect of change in accounting principle in 2002.

JONES APPAREL GROUP, INC.
ADJUSTED SEGMENT INFORMATION
(UNAUDITED)

all amounts in millions 


                                        Wholesale  Wholesale    Wholesale
                                           Better   Moderate   Footwear &                 Other &
                                          Apparel    Apparel  Accessories    Retail  Eliminations  Consolidated
                                        -----------------------------------------------------------------------

For the fiscal quarter ended April 5, 2003
  Revenues from external customers         $445.1     $412.3       $229.0    $140.3          $7.5      $1,234.2
  Intersegment revenues                      26.5        1.4         16.1         -         (44.0)            -
                                        -----------------------------------------------------------------------
    Total revenues                          471.6      413.7        245.1     140.3         (36.5)      1,234.2
                                        -----------------------------------------------------------------------

  Segment income (loss)                    $101.5      $73.7        $47.0     $(4.8)        $(8.4)        209.0
                                        =========================================================
                                             21.5%      17.8%        19.2%     (3.4%)                      16.9%

  Net interest expense                                                                                    (14.1)
  Equity in earnings of unconsolidated affiliates                                                           0.6
                                                                                                        -------
    Income before provision for income taxes                                                             $195.5
                                                                                                        =======


For the fiscal quarter ended April 6, 2002
  Revenues from external customers         $474.0     $256.5       $233.9    $155.9          $6.6      $1,126.9
  Intersegment revenues                      29.8        1.4         22.5         -         (53.7)            -
                                        -----------------------------------------------------------------------
    Total revenues                          503.8      257.9        256.4     155.9         (47.1)      1,126.9
                                        -----------------------------------------------------------------------

  Adjusted segment income (loss)           $108.1      $46.9        $31.0      $6.6         $(9.7)        182.9
                                        =========================================================
                                             21.5%      18.2%        12.1%      4.2%                       16.2%

  Net interest expense                                                                                    (16.0)
                                                                                                        -------
    Adjusted income before provision for income taxes                                                    $166.9
                                                                                                        =======

Adjusted segment information excludes the executive compensation obligations and cumulative effect of change in accounting principle in 2002.

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