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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 14,
2008
JONES APPAREL GROUP, INC.
Pennsylvania (State or Other Jurisdiction of Incorporation) |
1-10746 (Commission File Number) |
06-0935166 (IRS Employer Identification No.) |
1411 Broadway New York, New York 10018 (Address of principal executive offices) |
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(212) 642-3860
(Registrant's telephone number, including area code) |
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
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.
Item 7.01 Regulation FD Disclosure.
On October 14, 2008, Jones Apparel Group, Inc. issued a press release announcing anticipated adjusted earnings per share for the 2008 third fiscal quarter and providing revised adjusted earnings guidance for the full year. A copy of the press release is attached as Exhibit 99.1 to this report.
This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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 the Company's consolidated financial statements presented in accordance with GAAP, it is presenting non-GAAP information regarding the effect on earnings per share from trademark and goodwill impairments, impairments recorded as a result from the exit from certain of our moderate sportswear brands, the gain recorded in the sale of our interest in an Australian joint venture, certain items and charges incurred in relation to the overall strategic review of operations and other restructuring costs.
These non-GAAP measures are provided to enhance the user's overall understanding of the Company's current financial performance. Specifically, the Company believes 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 the Company has historically reported certain non-GAAP results to investors, the Company believes 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.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description |
99.1 | Press Release of the Registrant dated October 14, 2008. |
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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/ John T. McClain |
Date: October 14, 2008
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Exhibit Index
Exhibit No. | Description |
99.1 | Press Release of the Registrant dated October 14, 2008. |
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EXHIBIT 99.1
FOR IMMEDIATE RELEASEInvestor Contact:
John T. McClain, Chief Financial Officer
Jones Apparel Group
(212) 642-3860
Media Contacts:
Joele Frank and Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
JONES APPAREL
GROUP, INC. REVISES FISCAL 2008 GUIDANCE;
REPORTS
PRELIMINARY 2008 THIRD QUARTER RESULTS
Reconciliation of Projected GAAP EPS to
Projected Adjusted EPS
for the three months ended October 4, 2008 and the twelve months ended December
31, 2008
(UNAUDITED)
As required by the Securities and Exchange Commission Regulation G, the following table contains information regarding the non-GAAP adjustments used by the Company in the presentation of its financial results:
All amounts in millions, except per share data
THIRD
QUARTER
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FULL YEAR |
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2008 | 2007 | 2008 | 2007 | |||||
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Income from continuing operations | $ 24.5 - 26.0 | $ 138.4 | $ 58.7 - 61.2 | $ 45.9 | ||||
Provision (benefit) for income taxes | 13.5 - 14.5 | (90.9) | 32.3 - 33.8 | (104.4) | ||||
Reversal of losses on assets held for sale (a) | - | (30.4) | - | - | ||||
Gain on sale of Mexican operations | - | - | (0.2) | - | ||||
Items affecting segment income: | ||||||||
Gain on sale of interest in Australian joint venture (b) | - | - | - | (8.2) | ||||
Goodwill impairments (c) | - | - | - | 78.0 | ||||
Trademark impairments (d) | - | 11.5 | - | 88.0 | ||||
Severance and other costs related to the exit from certain moderate product lines and other restructuring costs | 3.0 - 4.0 | 48.6 | 30.2 - 33.2 | 93.7 | ||||
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Adjusted income from continuing operations before taxes | 41.0 - 44.5 | 77.2 | 121.0 - 128.0 | 193.0 | ||||
Adjusted provision for income taxes | 14.5 - 16.0 | 25.5 | 43.0 - 45.5 | 64.9 | ||||
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Adjusted income from continuing operations | $ 26.5 - 28.5 | $ 51.7 | $ 78.0 - 82.5 | $ 128.1 | ||||
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Earnings per share from continuing operations - diluted | $ 0.30 - 0.31 | $ 1.37 | $ 0.70 - 0.73 | $ 0.45 | ||||
Provision (benefit) for income taxes | 0.16 - 0.17 | (0.90) | 0.38 - 0.40 | (1.03) | ||||
Reversal of osses on assets held for sale (a) | - | (0.30) | - | - | ||||
Gain on sale of Mexican operations | - | - | - | - | ||||
Items affecting segment income: | ||||||||
Gain on sale of interest in Australian joint venture (b) | - | - | - | (0.08) | ||||
Goodwill impairments (c) | - | - | - | 0.77 | ||||
Trademark impairments (d) | - | 0.11 | - | 0.87 | ||||
Severance and other costs related to the exit from certain moderate product lines and other restructuring costs | 0.04 - 0.05 | 0.48 | 0.36 - 0.39 | 0.92 | ||||
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Adjusted income from continuing operations before taxes | 0.50 - 0.53 | 0.76 | 1.44 - 1.52 | 1.90 | ||||
Adjusted provision for income taxes | 0.18 - 0.19 | 0.25 | 0.51 - 0.54 | 0.64 | ||||
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Adjusted earnings per share from continuing operations - diluted | $ 0.32 - 0.34 | $ 0.51 | $ 0.93 - 0.98 | $ 1.26 | ||||
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(a) | Represents the reversal of the loss recorded in the second quarter 2007 relating to the adjustment of certain assets to their net realizable value. |
(b) | Represents the gain recorded in relation to the sale of our interest in the Nine West Australia joint venture in December 2007. |
(c) | Represents the impairments recorded as a result of the annual valuation of the fair value of our indefinite-lived intangible assets and goodwill in accordance with GAAP. |
(d) | Represents the impairments recorded in accordance with SFAS No. 142, resulting from the shutdown of certain of our moderate sportswear brands. |
Financial information discussed in this press release includes both GAAP and non-GAAP measures, which include or exclude certain items. These non-GAAP measures differ from reported results and are intended to illustrate what management believes are relevant period-over-period comparisons. A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the financial tables section of this press release. The Company has not provided reconciliation with respect to 2008 targeted earnings per share projection given that it is an estimate derived from projected results.
About Jones Apparel Group, Inc.
Jones Apparel Group, Inc. (www.jonesapparel.com) is a leading designer, marketer and wholesaler of branded apparel, footwear and accessories. The Company also markets directly to consumers through its chain of specialty retail and value-based stores. The Company's nationally recognized brands include Jones New York, Nine West, Anne Klein, Gloria Vanderbilt, Kasper, Bandolino, Easy Spirit, Evan-Picone, l.e.i., Energie, Enzo Angiolini, Joan & David, Mootsies Tootsies, Sam & Libby, Napier, Judith Jack, Albert Nipon and Le Suit. The Company also markets costume jewelry under the Givenchy brand licensed from Givenchy Corporation, footwear under the Dockers Women brand licensed from Levi Strauss & Co., and apparel under the Rachel Roy brand licensed from Rachel Roy IP Company, LLC. Each brand is differentiated by its own distinctive styling, pricing strategy, distribution channel and target consumer. The Company contracts for the manufacture of its products through a worldwide network of quality manufacturers. The Company has capitalized on its nationally known brand names by entering into various licenses for several of its trademarks, including Jones New York, Evan-Picone, Anne Klein New York, Nine West, Gloria Vanderbilt and l.e.i., with select manufacturers of women's and men's products which the Company does not manufacture. For more than 30 years, the Company has built a reputation for excellence in product quality and value, and in operational execution.
Forward Looking Statements
Certain statements contained herein are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements regarding the Company's expected financial position, business and financing plans are forward-looking statements. The words "believes," "expects," "plans," "intends," "anticipates" and similar expressions identify forward-looking statements. Forward-looking statements also include representations of the Company's expectations or beliefs concerning future events that involve risks and uncertainties, including:
A further description of these risks and uncertainties and other important factors that could cause actual results to differ materially from the Company's expectations can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, including, but not limited to, the Statement Regarding Forward-Looking Disclosure and Item 1A-Risk Factors therein, and in the Company's other filings with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such expectations may prove to be incorrect. The Company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.