8-K 1 january2810.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):
January 28, 2010

 

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.)
1411 Broadway
New York, New York  10018
(Address of principal executive offices)
(212) 642-3860
(Registrant's 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:

[  ] 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.

On January 28, 2010, Jones Apparel Group, Inc. (the "Company") issued a press release announcing preliminary 2009 fourth quarter and full year adjusted results and other items, including an anticipated net loss for the 2009 fourth quarter and full year, anticipated non-cash impairment charges to be recorded in the 2009 fourth quarter, as discussed under Item 2.06 below, and an anticipated year-end cash balance and an anticipated amount of cash provided by operating activities for 2009.

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 the impairments recorded as a result of the required review of our indefinite-lived intangible assets and goodwill, loss and costs associated with the repurchase of 4.250% Senior Notes, the write-off of deferred financing fees related to the Company's prior revolving credit facility, costs related to the exit from or restructuring of certain moderate sportswear lines and the repositioning of l.e.i. as an exclusive Walmart stores product, fixed asset impairment and other charges related to the closure of  underperforming retail locations announced in April 2009, severance related to the restructuring of the Company's costume jewelry business and other expenses related to restructuring activities and certain other charges.

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 the Company's 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 its 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 2.06  Material Impairments.

On January 28, 2010, the Company announced that it had completed its annual goodwill and trademark impairment analysis for 2009 as required by SFAS No. 142, "Goodwill and Other Intangible Assets" and that, as a result of the analysis, it expects to record a charge of approximately $150 million during the fiscal quarter ended December 31, 2009 for the impairment of goodwill and trademarks. 

Approximately $121 million of the non-cash charges relates to the impairment of goodwill recorded in connection with the Company's Retail business.  The balance of the non-cash charge of approximately $29 million relates to the impairment of trademarks utilized in our Wholesale Jeanswear and Wholesale Footwear and Accessories businesses.

Item 9.01  Financial Statements and Exhibits.

Exhibit No. Description
99.1 Press Release of the Registrant dated January 28, 2010.  

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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 
     John T. McClain
     Chief Financial Officer

 Date: January 28, 2010

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Exhibit Index

Exhibit No. Description
99.1 Press Release of the Registrant dated January 28, 2010.

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