UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-KCURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 10, 2012
THE JONES 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.
On January 10, 2012, The Jones Group Inc. (the "Company") issued a press release updating its previous guidance for certain financial metrics for the fourth quarter and fiscal year ended December 31, 2011, as well as providing 2012 guidance for net revenues.
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 financial metrics presented in accordance with GAAP, it is presenting non-GAAP information regarding the effect on selling, general and administrative expenses that include estimated impairments recorded as a result of the required annual review of indefinite-lived intangible assets and goodwill in accordance with GAAP, estimated amounts for severance, fixed asset impairment and other charges and credits related to the closure of underperforming retail locations and estimates of other charges not considered by management to be part of ongoing operations.
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 projected adjusted selling, general and administrative expenses included in the attached press release have been reconciled to the equivalent GAAP measure.
Item 2.06 Material Impairments.
On January 10, 2012, the Company announced that it had substantially completed its annual goodwill and trademark impairment analysis for 2011 as required by Accounting Standards Codification Topic 350: Intangibles - Goodwill and Other, and that, as a result of the analysis, it expects to record a charge of approximately $35 million ($22 million after tax) during the fiscal quarter ended December 31, 2011 for the impairment of certain trademarks primarily utilized in the Company's domestic wholesale jeanswear business.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description |
99.1 | Press Release of the Registrant dated January 10, 2012. |
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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.
THE JONES GROUP INC. (Registrant) By: /s/ John T. McClain |
Date: January 10, 2012
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Exhibit Index
Exhibit No. | Description |
99.1 | Press Release of the Registrant dated January 10, 2012. |
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
The Jones Group Inc.
Investor Contact:
John T. McClain, Chief Financial Officer
The Jones Group
(212) 642-3860
Media Contacts:
Joele Frank and Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
THE JONES GROUP INC. UPDATES 2011 GUIDANCE AND 2012 REVENUE OUTLOOK
New York, New York - January 10, 2012 - The Jones Group Inc. (NYSE: JNY; the "Company"), in conjunction with a presentation to be given by Company management on January 12, 2012 at the ICR XChange Conference, is updating its previous guidance for certain financial metrics for the fourth quarter and fiscal year ended December 31, 2011, as well as providing 2012 guidance for net revenues.
Fourth Quarter 2011:
The Company estimates adjusted and reported net revenues will be in the range of $892 million to $895 million versus previous guidance of $918 million to $961 million. Adjusted and reported gross profit margin is estimated to approximate 35.75%. Adjusted selling, general & administrative (SG&A) expenses are estimated to be in the range of $303 million to $306 million versus previous guidance of approximately $317 million. Reported SG&A is estimated to be in the range of $345 million to $348 million and includes approximately $35 million ($22 million after tax) for the impairment of certain trademarks primarily utilized in our jeanswear business.
Full Year 2011:
The Company estimates adjusted and reported net revenues will be in the range of $3.786 to $3.789 billion versus previous guidance of $3.80 billion to $3.87 billion. Adjusted and reported gross profit margin is estimated to approximate 35.6%. Adjusted SG&A expenses are estimated to be in the range of $1.141 billion to $1.144 billion versus previous guidance of approximately $1.155 billion. Reported SG&A is estimated to be in the range of $1.203 billion to $1.206 billion and includes the impairment of certain trademarks as discussed above.
Additionally, the Company anticipates that its year-end cash balance will exceed $220 million, with no amounts drawn under the $650 million revolving credit facility.
Non-Cash Impairment Charges
The Company has substantially completed its required annual goodwill and trademark impairment analysis for 2011 and expects fourth quarter and full year 2011 reported results to include a pre-tax, non-cash charge of approximately $35 million ($22 million after-tax) for the impairment of certain trademarks primarily utilized in our wholesale jeanswear business.
2012 Revenue Outlook
The Company estimates that net revenue for 2012 will be in the range of $3.8 billion to $4.0 billion. Additionally, the Company estimates that net revenue in the first quarter of 2012 will be in the range of $930 million to $955 million.
Wesley R. Card, The Jones Group Inc.'s Chief Executive Officer, stated: "Revenue estimates for the first quarter of 2012 are based on the current economic environment and business trends experienced in the fourth quarter 2011. Retail sales continue to be promotionally driven and we have planned our business tightly."
Mr. Card further stated, "While we continue to operate in challenging
economic conditions, we are making substantial progress in reinvigorating our
traditional core brands and growing our newer and, primarily upscale,
contemporary brands. As we do this, we are focused on streamlining and finding
efficiencies while continuing to invest in the right places for growth. With the
addition of new talent, implementation of strong brand management and our strong
financial position, we are well positioned for growth as economic conditions
improve. In the meantime, we are planning very cautiously and tightly
controlling inventory purchases and expenses until we see signs of healthy
retail sales growth and a less promotional environment."
Presentation of Information in the Press Release
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 the GAAP measures presented to the comparable non-GAAP information appears in the financial tables section of this press release.
Details on Accessing Live Webcast and Replay:
The Company's presentation at the ICR XChange Conference will take place at 12:45 p.m. Eastern Standard Time on Thursday, January 12, 2012. The live webcast, as well as the audio replay, may be accessed at www.jonesgroupinc.com.
About The Jones Group Inc.
The Jones Group Inc. (www.jonesgroupinc.com) is a leading global designer, marketer and wholesaler of over 35 brands with best-in-class product expertise across five divisions: apparel, footwear, jeanswear, jewelry and handbags. The Jones Group has a reputation for innovation, excellence in product quality and value, operational execution and talent. The Company also markets directly to consumers through branded specialty retail and outlet stores and through its e-commerce sites.
The Company's internationally recognized brands and licensing agreements (L) include: Nine West, Jones New York, Anne Klein, Kurt Geiger, Rachel Roy (L), Robert Rodriguez, Robbi & Nikki, Stuart Weitzman, B Brian Atwood (L), KG, Boutique 9, Easy Spirit, Carvela, Gloria Vanderbilt, l.e.i., Bandolino, Enzo Angiolini, Nine & Co., GLO, Joan & David, Miss KG, Jones Wear, Kasper, Energie, Evan-Picone, Le Suit, Mootsies Tootsies, Grane, Erika, Napier, Jessica Simpson (L), Dockers (L), Sam & Libby, Givenchy (L), Judith Jack, Albert Nipon and Pappagallo.
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, 2010, 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.
Reconciliation of Projected Non-GAAP Measures to GAAP
for the quarter and twelve months ended December 31, 2011
(UNAUDITED)
As required by the Securities and Exchange Commission Regulation G, the following table contains information regarding the non-GAAP adjsutments used by the Company on the presentation of its financial results:
All amounts in millions | Q4 | FULL YEAR | ||||||||||
Bottom 2011 |
Top 2011 |
Bottom 2011 |
Top 2011 |
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Projected selling, general & administrative expenses | $ | 345 | $ | 348 | $ | 1,203 | $ | 1,206 | ||||
Adjustments (a) | (42 | ) | (42 | ) | (62 | ) | (62 | ) | ||||
Projected adjusted selling, general & administrative expenses | $ | 303 | $ | 306 | $ | 1,141 | $ | 1,144 |
(a) | Includes estimated impairments recorded as a result of the required annual review of our indefinite-lived intangible assets and goodwill in accordance with GAAP and estimated amounts for severance, fixed asset impairment and other charges and credits related to the closure of underperforming retail locations as well as estimates of other charges not considered by management to be part of ongoing operations. |