THE JONES GROUP INC.
(Exact name of registrant as specified in its charter)
|
|
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
|
06-0935166
(I.R.S. Employer
Identification No.)
|
1411 Broadway
New York, New York
(Address of principal executive offices)
|
10018
(Zip Code)
|
(212) 642-3860
(Registrant's telephone number, including area code)
|
|
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
|
Class of Common Stock
$.01 par value
|
Outstanding at July 26, 2012
80,284,435
|
Index
|
Page No.
|
|||
PART I.FINANCIAL INFORMATION
|
||||
June 30, 2012, July 2, 2011 and December 31, 2011
|
3
|
|||
Fiscal Quarters and Six Months ended June 30, 2012 and July 2, 2011
|
4
|
|||
Fiscal Quarters and Six Months ended June 30, 2012 and July 2, 2011
|
5
|
|||
Fiscal Six Months ended June 30, 2012 and July 2, 2011
|
6
|
|||
Fiscal Six Months ended June 30, 2012 and July 2, 2011
|
7
|
|||
|
8
|
|||
|
26
|
|||
|
37
|
|||
|
38
|
|||
PART II. OTHER INFORMATION
|
|
|||
|
38
|
|||
|
38
|
|||
|
39
|
|||
|
39
|
|||
|
40
|
|||
41
|
|
|
June 30, 2012
|
|
|
July 2, 2011
|
|
December 31, 2011
|
|
|
ASSETS
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
277.1
|
|
$
|
146.4
|
|
$
|
238.8
|
|
Accounts receivable
|
|
327.2
|
|
|
378.3
|
|
|
339.6
|
|
Inventories, primarily finished goods
|
|
467.5
|
|
|
523.2
|
|
|
491.1
|
|
Prepaid and refundable income taxes
|
|
1.4
|
|
|
11.5
|
|
|
11.9
|
|
Deferred taxes
|
|
27.7
|
|
|
26.2
|
|
|
26.4
|
|
Loan to unconsolidated affiliate
|
|
-
|
|
|
-
|
|
|
10.0
|
|
Prepaid expenses and other current assets
|
|
59.1
|
|
|
44.3
|
|
|
37.7
|
|
Total current assets
|
|
1,160.0
|
|
|
1,129.9
|
|
|
1,155.5
|
|
Property, plant and equipment, at cost, less accumulated depreciation and amortization of $590.2, $579.6 and $605.4
|
|
271.4
|
|
|
270.2
|
|
|
271.4
|
|
Goodwill
|
|
256.3
|
|
|
258.9
|
|
|
255.3
|
|
Other intangibles, at cost, less accumulated amortization
|
|
891.8
|
|
|
947.3
|
|
|
897.4
|
|
Investment in and loan to unconsolidated affiliate
|
|
38.4
|
|
|
43.6
|
|
|
35.6
|
|
Other assets
|
|
91.0
|
|
|
109.1
|
|
|
100.1
|
|
Total assets
|
$
|
2,708.9
|
|
$
|
2,759.0
|
|
$
|
2,715.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt and capital lease obligations
|
$
|
2.1
|
|
$
|
1.9
|
|
$
|
2.0
|
|
Current portion of acquisition consideration payable
|
|
216.7
|
|
|
23.0
|
|
|
194.1
|
|
Accounts payable
|
|
232.7
|
|
|
230.2
|
|
|
236.2
|
|
Income taxes payable
|
|
4.6
|
|
|
0.4
|
|
|
1.4
|
|
Accrued employee compensation and benefits
|
|
36.4
|
|
|
39.2
|
|
|
45.3
|
|
Accrued expenses and other current liabilities
|
|
98.7
|
|
|
103.3
|
|
|
101.0
|
|
Total current liabilities
|
|
591.2
|
|
|
398.0
|
|
|
580.0
|
|
Long-term debt
|
|
834.2
|
|
|
825.4
|
|
|
831.4
|
|
Obligations under capital leases
|
|
22.3
|
|
|
24.3
|
|
|
23.3
|
|
Deferred taxes
|
|
69.6
|
|
|
74.9
|
|
|
73.4
|
|
Income taxes payable
|
|
0.5
|
|
|
8.7
|
|
|
6.7
|
|
Acquisition consideration payable
|
|
4.8
|
|
|
206.7
|
|
|
17.7
|
|
Other noncurrent liabilities
|
|
112.4
|
|
|
79.1
|
|
|
93.4
|
|
Total liabilities
|
|
1,635.0
|
|
|
1,617.1
|
|
|
1,625.9
|
|
Commitments and contingencies
|
|
-
|
|
|
-
|
|
|
-
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value - shares authorized 1.0; none issued
|
|
-
|
|
|
-
|
|
|
-
|
|
Common stock, $.01 par value - shares authorized 200.0; issued 80.2, 85.9 and 81.0
|
|
0.8
|
|
|
0.9
|
|
|
0.8
|
|
Additional paid-in capital
|
|
521.3
|
|
|
539.4
|
|
|
521.8
|
|
Retained earnings
|
|
579.8
|
|
|
611.3
|
|
|
596.2
|
|
Accumulated other comprehensive loss
|
|
(28.3
|
)
|
|
(9.9
|
)
|
|
(29.6
|
)
|
Total Jones stockholders' equity
|
|
1,073.6
|
|
|
1,141.7
|
|
|
1,089.2
|
|
Noncontrolling interest
|
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
Total equity
|
|
1,073.9
|
|
|
1,141.9
|
|
|
1,089.4
|
|
Total liabilities and equity
|
$
|
2,708.9
|
|
$
|
2,759.0
|
|
$
|
2,715.3
|
|
|
Fiscal Quarter Ended
|
|
Fiscal Six Months Ended
|
|
||||||||
|
|
June 30,
2012
|
|
|
July 2,
2011
|
|
|
June 30,
2012
|
|
|
July 2,
2011
|
|
Net sales
|
$
|
844.3
|
|
$
|
876.7
|
|
$
|
1,767.7
|
|
$
|
1,825.7
|
|
Licensing income
|
|
10.2
|
|
|
10.4
|
|
|
22.5
|
|
|
22.5
|
|
Other revenues
|
|
0.3
|
|
|
0.3
|
|
|
0.5
|
|
|
0.5
|
|
Total revenues
|
|
854.8
|
|
|
887.4
|
|
|
1,790.7
|
|
|
1,848.7
|
|
Cost of goods sold
|
|
528.6
|
|
|
564.3
|
|
|
1,121.1
|
|
|
1,194.9
|
|
Gross profit
|
|
326.2
|
|
|
323.1
|
|
|
669.6
|
|
|
653.8
|
|
Selling, general and administrative expenses
|
|
304.5
|
|
|
278.2
|
|
|
607.7
|
|
|
547.7
|
|
Operating income
|
|
21.7
|
|
|
44.9
|
|
|
61.9
|
|
|
106.1
|
|
Interest income
|
|
0.2
|
|
|
0.3
|
|
|
0.4
|
|
|
0.4
|
|
Interest expense and financing costs
|
|
9.0
|
|
|
37.3
|
|
|
51.9
|
|
|
58.6
|
|
Equity in income of unconsolidated affiliate
|
|
0.4
|
|
|
0.7
|
|
|
1.3
|
|
|
2.0
|
|
Income before provision for income taxes
|
|
13.3
|
|
|
8.6
|
|
|
11.7
|
|
|
49.9
|
|
Provision for income taxes
|
|
4.9
|
|
|
3.2
|
|
|
4.3
|
|
|
18.7
|
|
Net income
|
|
8.4
|
|
|
5.4
|
|
|
7.4
|
|
|
31.2
|
|
Less: income attributable to noncontrolling interest
|
|
0.3
|
|
|
0.2
|
|
|
0.5
|
|
|
0.4
|
|
Income attributable to Jones
|
$
|
8.1
|
|
$
|
5.2
|
|
$
|
6.9
|
|
$
|
30.8
|
|
Earnings per common share attributable to Jones
|
|
|
|
|
|
|
|
|
|
|
||
Basic
|
$
|
0.11
|
|
$
|
0.06
|
|
$
|
0.09
|
|
$
|
0.37
|
|
Diluted
|
|
0.10
|
|
|
0.06
|
|
|
0.09
|
|
|
0.36
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
75.2
|
|
|
81.7
|
|
|
75.7
|
|
|
81.9
|
|
Diluted
|
|
76.0
|
|
|
83.2
|
|
|
77.5
|
|
|
83.3
|
|
Dividends declared per share
|
$
|
0.05
|
|
$
|
0.05
|
|
$
|
0.10
|
|
$
|
0.10
|
|
|
Fiscal Quarter Ended
|
Fiscal Six Months Ended
|
||||||||||||||
|
June 30,
2012
|
July 2,
2011
|
June 30,
2012
|
July 2,
2011
|
||||||||||||
Net income
|
$
|
8.4
|
$
|
5.4
|
$
|
7.4
|
$
|
31.2
|
||||||||
Other comprehensive income (loss):
|
||||||||||||||||
Change in fair value of cash flow hedges, net of $(0.1), $0.0, $(0.1) and $0.2 tax (provision) benefit
|
0.2
|
(0.1
|
)
|
0.1
|
(0.4
|
)
|
||||||||||
Reclassification adjustment for hedge gains and losses included in net income, net of $0.1, $0.0 and $0.1 tax benefit
|
-
|
0.2
|
0.1
|
0.3
|
||||||||||||
Foreign currency translation adjustments
|
(8.2
|
)
|
(4.6
|
)
|
1.1
|
(1.4
|
)
|
|||||||||
Total other comprehensive (loss) income
|
(8.0
|
)
|
(4.5
|
)
|
1.3
|
(1.5
|
)
|
|||||||||
Comprehensive income
|
$
|
0.4
|
$
|
0.9
|
$
|
8.7
|
$
|
29.7
|
|
Number of common shares outstanding
|
|
Total equity
|
|
Common stock
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comp-rehensive loss
|
|
|
Non-controlling interest
|
|
|||||
Balance, January 1, 2011
|
86.4
|
$
|
1,138.3
|
|
$
|
0.9
|
|
$
|
541.9
|
|
$
|
603.8
|
|
$
|
(8.4
|
)
|
|
$
|
0.1
|
|
Comprehensive income
|
-
|
|
29.7
|
|
|
-
|
|
|
-
|
|
|
30.8
|
|
|
(1.5
|
)
|
|
|
0.4
|
|
Issuance of restricted stock to employees, net of forfeitures
|
1.7
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Amortization of restricted stock
|
-
|
|
11.1
|
|
|
-
|
|
|
11.1
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Distributions to noncontrolling interest
|
-
|
|
(0.3
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
(0.3
|
)
|
Tax effects from vesting of restricted stock
|
-
|
|
0.9
|
|
|
-
|
|
|
0.9
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Tax effects of expired employee stock options
|
-
|
|
(1.2
|
)
|
|
-
|
|
|
(1.2
|
)
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Repurchase of common shares
|
(2.2
|
)
|
(28.0
|
)
|
|
-
|
|
|
(13.3
|
)
|
|
(14.7
|
)
|
|
-
|
|
|
|
-
|
|
Dividends on common stock ($0.10 per share)
|
-
|
|
(8.7
|
)
|
|
-
|
|
|
-
|
|
|
(8.7
|
)
|
|
-
|
|
|
|
-
|
|
Other
|
-
|
|
0.1
|
|
|
-
|
|
|
-
|
|
|
0.1
|
|
|
-
|
|
|
|
-
|
|
Balance, July 2, 2011
|
85.9
|
$
|
1,141.9
|
|
$
|
0.9
|
|
$
|
539.4
|
|
$
|
611.3
|
|
$
|
(9.9
|
)
|
|
$
|
0.2
|
|
Balance, January 1, 2012
|
81.0
|
$
|
1,089.4
|
|
$
|
0.8
|
|
$
|
521.8
|
|
$
|
596.2
|
|
$
|
(29.6
|
)
|
|
$
|
0.2
|
|
Comprehensive income
|
-
|
|
8.7
|
|
|
-
|
|
|
-
|
|
|
6.9
|
|
|
1.3
|
|
|
|
0.5
|
|
Issuance of restricted stock to employees, net of forfeitures
|
2.2
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Amortization of restricted stock
|
-
|
|
13.3
|
|
|
-
|
|
|
13.3
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Distributions to noncontrolling interest
|
-
|
|
(0.4
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
(0.4
|
)
|
Tax effects from vesting of restricted stock
|
-
|
|
1.5
|
|
|
-
|
|
|
1.5
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Tax effects of expired employee stock options
|
-
|
|
(1.5
|
)
|
|
-
|
|
|
(1.5
|
)
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Repurchase of common shares
|
(3.0
|
)
|
(29.2
|
)
|
|
-
|
|
|
(13.8
|
)
|
|
(15.4
|
)
|
|
-
|
|
|
|
-
|
|
Dividends on common stock ($0.10 per share)
|
-
|
|
(8.1
|
)
|
|
-
|
|
|
-
|
|
|
(8.1
|
)
|
|
-
|
|
|
|
-
|
|
Other
|
-
|
|
0.2
|
|
|
-
|
|
|
-
|
|
|
0.2
|
|
|
-
|
|
|
|
-
|
|
Balance, June 30, 2012
|
80.2
|
$
|
1,073.9
|
|
$
|
0.8
|
|
$
|
521.3
|
|
$
|
579.8
|
|
$
|
(28.3
|
)
|
|
$
|
0.3
|
|
|
Fiscal Six Months Ended
|
|||||||
|
June 30,
2012
|
July 2,
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income
|
$
|
7.4
|
$
|
31.2
|
||||
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisitions:
|
||||||||
Amortization of restricted stock
|
13.3
|
11.1
|
||||||
Depreciation and other amortization
|
44.5
|
38.5
|
||||||
Impairment losses
|
0.4
|
2.9
|
||||||
Adjustments to acquisition consideration payable
|
19.4
|
25.3
|
||||||
Equity in income of unconsolidated affiliate
|
(1.3
|
)
|
(2.0
|
)
|
||||
Deferred taxes
|
(7.4
|
)
|
13.5
|
|||||
Fair value adjustments related to interest rate swaps and cap
|
1.4
|
1.9
|
||||||
Write-off of deferred financing fees
|
-
|
1.9
|
||||||
Other items, net
|
2.4
|
3.2
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
22.2
|
(12.4
|
)
|
|||||
Inventories
|
24.1
|
(2.8
|
)
|
|||||
Prepaid expenses and other current assets
|
(21.1
|
)
|
(5.0
|
)
|
||||
Other assets
|
8.1
|
(4.4
|
)
|
|||||
Accounts payable
|
(3.8
|
)
|
(13.3
|
)
|
||||
Income taxes payable/prepaid income taxes
|
6.7
|
9.9
|
||||||
Accrued expenses and other current liabilities
|
(10.6
|
)
|
(29.2
|
)
|
||||
Acquisition consideration payable
|
(0.8
|
)
|
(4.8
|
)
|
||||
Other liabilities
|
19.1
|
0.1
|
||||||
Total adjustments
|
116.6
|
34.4
|
||||||
Net cash provided by operating activities
|
124.0
|
65.6
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Capital expenditures
|
(38.2
|
)
|
(49.5
|
)
|
||||
Contingent consideration paid related to investment in GRI
|
(3.5
|
)
|
-
|
|||||
Acquisition of KG Group Holdings Limited, net of cash acquired
|
-
|
(143.1
|
)
|
|||||
Other
|
(0.1
|
)
|
-
|
|||||
Net cash used in investing activities
|
(41.8
|
)
|
(192.6
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Issuance of 6.875% Senior Notes due 2019
|
-
|
300.0
|
||||||
Debt issuance costs
|
-
|
(6.8
|
)
|
|||||
Costs related to secured revolving credit agreement
|
(0.3
|
)
|
(2.9
|
)
|
||||
Repayment of acquired debt of KG Group Holdings Limited
|
-
|
(174.1
|
)
|
|||||
Dividends paid
|
(7.9
|
)
|
(8.5
|
)
|
||||
Repurchases of common stock
|
(29.0
|
)
|
(28.0
|
)
|
||||
Payments of acquisition consideration payable
|
(7.5
|
)
|
(6.2
|
)
|
||||
Other items, net
|
1.0
|
0.3
|
||||||
Net cash (used in) provided by financing activities
|
(43.7
|
)
|
73.8
|
|||||
EFFECT OF EXCHANGE RATES ON CASH
|
(0.2
|
)
|
(1.2
|
)
|
||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
38.3
|
(54.4
|
)
|
|||||
CASH AND CASH EQUIVALENTS, BEGINNING
|
238.8
|
200.8
|
||||||
CASH AND CASH EQUIVALENTS, ENDING
|
$
|
277.1
|
$
|
146.4
|
(In millions, except per share amounts)
|
Fiscal Quarter Ended
|
Fiscal Six Months Ended
|
||||||||||||||
|
June 30,
2012
|
July 2,
2011
|
June 30,
2012
|
July 2,
2011
|
||||||||||||
Net income
|
$
|
8.4
|
$
|
5.4
|
$
|
7.4
|
$
|
31.2
|
||||||||
Less: income attributable to noncontrolling interest
|
0.3
|
0.2
|
0.5
|
0.4
|
||||||||||||
Income attributable to Jones
|
8.1
|
5.2
|
6.9
|
30.8
|
||||||||||||
Less: income allocated to participating securities
|
0.2
|
0.2
|
-
|
0.8
|
||||||||||||
Income available to common stockholders of Jones
|
$
|
7.9
|
$
|
5.0
|
$
|
6.9
|
$
|
30.0
|
||||||||
Weighted-average shares outstanding - basic
|
75.2
|
81.7
|
75.7
|
81.9
|
||||||||||||
Effect of dilutive employee restricted stock
|
0.8
|
1.5
|
1.8
|
1.4
|
||||||||||||
Weighted-average shares outstanding - diluted
|
76.0
|
83.2
|
77.5
|
83.3
|
||||||||||||
Earnings per common share attributable to Jones
|
||||||||||||||||
Basic
|
$
|
0.11
|
$
|
0.06
|
$
|
0.09
|
$
|
0.37
|
||||||||
Diluted
|
0.10
|
0.06
|
0.09
|
0.36
|
(In millions)
|
Weighted-average amortization life (in months)
|
Fair
Value |
||||||
Cash
|
$
|
6.9
|
||||||
Accounts receivable
|
19.7
|
|||||||
Inventories
|
55.1
|
|||||||
Other current assets
|
9.5
|
|||||||
Property, plant and equipment
|
27.0
|
|||||||
Intangible assets:
|
||||||||
Trademarks - nonamortized
|
95.1
|
|||||||
Trademarks - amortized
|
120
|
0.1
|
||||||
Goodwill
|
99.3
|
|||||||
Customer relationships
|
232
|
125.7
|
||||||
Order backlog
|
9
|
2.8
|
||||||
Favorable lease agreements
|
99
|
6.8
|
||||||
Total assets acquired
|
448.0
|
|||||||
Accounts payable
|
30.6
|
|||||||
Other current liabilities
|
28.5
|
|||||||
Long-term debt
|
174.1
|
|||||||
Unfavorable lease agreements
|
100
|
0.2
|
||||||
Deferred taxes
|
64.6
|
|||||||
Total liabilities assumed
|
298.0
|
|||||||
Total purchase price
|
$
|
150.0
|
(In millions, except per share amounts)
|
Fiscal Quarter Ended
July 2, 2011
|
Fiscal Six Months Ended July 2, 2011
|
||||||
Total revenues
|
$
|
942.6
|
$
|
1,978.9
|
||||
Net income
|
8.9
|
28.1
|
||||||
Earnings per share attributable to Jones
|
||||||||
Basic
|
$
|
0.10
|
$
|
0.33
|
||||
Diluted
|
0.10
|
0.32
|
|
June 30,
2012
|
July 2,
2011
|
December 31, 2011
|
|||||||||
(In millions)
|
||||||||||||
Trade accounts receivable
|
$
|
352.6
|
$
|
409.2
|
$
|
367.9
|
||||||
Allowances for doubtful accounts, returns, discounts and co-op advertising
|
(25.4
|
)
|
(30.9
|
)
|
(28.3
|
)
|
||||||
|
$
|
327.2
|
$
|
378.3
|
$
|
339.6
|
(In millions)
|
One-time
termination
benefits
|
Lease
obligations
|
Total jewelry restructuring
|
|||||||||
Balance, January 1, 2011
|
$
|
1.3
|
$
|
2.3
|
$
|
3.6
|
||||||
Additions
|
-
|
0.1
|
0.1
|
|||||||||
Payments and reductions
|
(1.3
|
)
|
(0.6
|
)
|
(1.9
|
)
|
||||||
Balance, July 2, 2011
|
$
|
-
|
$
|
1.8
|
$
|
1.8
|
||||||
Balance, January 1, 2012
|
$
|
-
|
$
|
1.5
|
$
|
1.5
|
||||||
Additions
|
-
|
0.2
|
0.2
|
|||||||||
Payments and reductions
|
-
|
(0.2
|
)
|
(0.2
|
)
|
|||||||
Balance, June 30, 2012
|
$
|
-
|
$
|
1.5
|
$
|
1.5
|
(In millions)
|
Lease obligations
|
|||
Balance, January 1, 2011
|
$
|
4.1
|
||
Additions
|
0.1
|
|||
Payments and reductions
|
(2.3
|
)
|
||
Balance, July 2, 2011
|
$
|
1.9
|
||
Balance, January 1, 2012
|
$
|
0.9
|
||
Payments and reductions
|
(0.1
|
)
|
||
Balance, June 30, 2012
|
$
|
0.8
|
(In millions)
|
One-time termination benefits
|
|||
Balance, January 1, 2011
|
$
|
2.2
|
||
Additions
|
0.5
|
|||
Payments and reductions
|
(1.9
|
)
|
||
Balance, July 2, 2011
|
$
|
0.8
|
||
Balance, January 1, 2012
|
$
|
1.3
|
||
Additions
|
1.9
|
|||
Payments and reductions
|
(1.3
|
)
|
||
Balance, June 30, 2012
|
$
|
1.9
|
(In millions)
|
Domestic Wholesale Sportswear
|
Domestic Wholesale Jeanswear
|
Domestic Wholesale Footwear & Accessories
|
Domestic Retail
|
International Wholesale
|
International Retail
|
Total
|
|||||||||||||||||||||
Balance, December 31, 2010
|
||||||||||||||||||||||||||||
Goodwill
|
$
|
46.7
|
$
|
519.2
|
$
|
873.0
|
$
|
120.6
|
$
|
55.3
|
$
|
-
|
$
|
1,614.8
|
||||||||||||||
Accumulated impairment losses
|
-
|
(519.2
|
)
|
(813.2
|
)
|
(120.6
|
)
|
-
|
-
|
(1,453.0
|
)
|
|||||||||||||||||
Net goodwill
|
46.7
|
-
|
59.8
|
-
|
55.3
|
-
|
161.8
|
|||||||||||||||||||||
Acquisition of Kurt Geiger
|
-
|
-
|
-
|
-
|
45.8
|
53.5
|
99.3
|
|||||||||||||||||||||
Foreign currency translation effects
|
-
|
-
|
-
|
-
|
(1.0
|
)
|
(1.2
|
)
|
(2.2
|
)
|
||||||||||||||||||
Balance, July 2, 2011
|
||||||||||||||||||||||||||||
Goodwill
|
46.7
|
519.2
|
873.0
|
120.6
|
100.1
|
52.3
|
1,711.9
|
|||||||||||||||||||||
Accumulated impairment losses
|
-
|
(519.2
|
)
|
(813.2
|
)
|
(120.6
|
)
|
-
|
-
|
(1,453.0
|
)
|
|||||||||||||||||
Net goodwill
|
$
|
46.7
|
$
|
-
|
$
|
59.8
|
$
|
-
|
$
|
100.1
|
$
|
52.3
|
$
|
258.9
|
||||||||||||||
Balance, December 31, 2011
|
||||||||||||||||||||||||||||
Goodwill
|
$
|
46.7
|
$
|
519.2
|
$
|
859.8
|
$
|
120.6
|
$
|
111.6
|
$
|
50.4
|
$
|
1,708.3
|
||||||||||||||
Accumulated impairment losses
|
-
|
(519.2
|
)
|
(813.2
|
)
|
(120.6
|
)
|
-
|
-
|
(1,453.0
|
)
|
|||||||||||||||||
Net goodwill
|
46.7
|
-
|
46.6
|
-
|
111.6
|
50.4
|
255.3
|
|||||||||||||||||||||
Foreign currency translation effects
|
-
|
-
|
-
|
-
|
0.5
|
0.5
|
1.0
|
|||||||||||||||||||||
Balance, June 30, 2012
|
||||||||||||||||||||||||||||
Goodwill
|
46.7
|
519.2
|
859.8
|
120.6
|
112.1
|
50.9
|
1,709.3
|
|||||||||||||||||||||
Accumulated impairment losses
|
-
|
(519.2
|
)
|
(813.2
|
)
|
(120.6
|
)
|
-
|
-
|
(1,453.0
|
)
|
|||||||||||||||||
Net goodwill
|
$
|
46.7
|
$
|
-
|
$
|
46.6
|
$
|
-
|
$
|
112.1
|
$
|
50.9
|
$
|
256.3
|
·
|
Level 1 - inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date;
|
·
|
Level 2 - inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and
|
·
|
Level 3 - unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing assets or liabilities based on the best information available.
|
·
|
the assets and liabilities of The Jones Group Inc. Deferred Compensation Plan (the "Rabbi Trust"), which represent deferred employee compensation invested in mutual funds and which fall within Level 1 of the fair value hierarchy;
|
·
|
deferred director fees, which represent phantom units of our common stock that have a fair value based on the market price of our common stock and which fall within Level 1 of the fair value hierarchy;
|
·
|
foreign currency forward contracts, which have fair values calculated by comparing foreign exchange forward rates to the contract rates discounted at our incremental borrowing rate, which fall within Level 2 of the fair value hierarchy;
|
·
|
interest rate swap and cap contracts, which have or had fair values calculated by comparing current yield curves and LIBOR rates to the stated contract rates adjusted for estimated risk of counterparty nonperformance, which fall within Level 2 of the fair value hierarchy;
|
·
|
long-term debt that was hedged by interest rate swaps as a fair-value hedge, calculated by comparing current yield curves and LIBOR rates to the stated contract rates of the associated interest rate swaps, which falls within Level 2 of the fair value hierarchy; and
|
·
|
consideration liabilities recorded as a result of the acquisition of Moda Nicola International, LLC ("Moda") and Stuart Weitzman Holdings, LLC ("SWH"), which have fair values based on our projections of financial results and cash flows for the acquired business and a discount factor based on our weighted average cost of capital, and which fall within Level 3 of the fair value hierarchy.
|
(In millions)
Description
|
Classification
|
Total Value
|
Quoted prices in active markets for identical assets (Level 1)
|
Significant other observable inputs (Level 2)
|
Significant unobserv-able inputs (Level 3)
|
||||||||||||
July 2, 2011:
|
|
||||||||||||||||
Rabbi Trust assets
|
Prepaid expenses and other current assets
|
$
|
9.5
|
$
|
9.5
|
$
|
-
|
$
|
-
|
||||||||
British Pound - Euro forward contracts
|
Prepaid expenses and other current assets
|
0.1
|
-
|
0.1
|
-
|
||||||||||||
Interest rate swaps
|
Other long-term assets
|
5.1
|
-
|
5.1
|
-
|
||||||||||||
Interest rate cap
|
Other long-term assets
|
0.6
|
-
|
0.6
|
-
|
||||||||||||
Total assets
|
$
|
15.3
|
$
|
9.5
|
$
|
5.8
|
$
|
-
|
|||||||||
Rabbi Trust liabilities
|
Accrued employee compensation and benefits
|
$
|
9.5
|
$
|
9.5
|
$
|
-
|
$
|
-
|
||||||||
Canadian Dollar - U.S. Dollar forward contracts
|
Accrued expenses and other current liabilities
|
0.6
|
-
|
0.6
|
-
|
||||||||||||
Acquisition consideration
|
Current portion of acquisition consideration payable
|
21.5
|
-
|
-
|
21.5
|
||||||||||||
5.125% Senior Notes due 2014
|
Long-term debt
|
261.2
|
-
|
261.2
|
-
|
||||||||||||
Hedged portion of 6.875% Senior Notes due 2019
|
Long-term debt
|
154.4
|
-
|
154.4
|
-
|
||||||||||||
Acquisition consideration
|
Acquisition consideration payable, net of current portion
|
206.7
|
-
|
-
|
206.7
|
||||||||||||
Total liabilities
|
$
|
653.9
|
$
|
9.5
|
$
|
416.2
|
$
|
228.2
|
|||||||||
December 31, 2011:
|
|
||||||||||||||||
Rabbi Trust assets
|
Prepaid expenses and other current assets
|
$
|
7.5
|
$
|
7.5
|
$
|
-
|
$
|
-
|
||||||||
Interest rate swaps
|
Other long-term assets
|
5.5
|
-
|
5.5
|
-
|
||||||||||||
Interest rate cap
|
Other long-term assets
|
0.2
|
-
|
0.2
|
-
|
||||||||||||
Canadian Dollar - U.S. Dollar forward contracts
|
Prepaid expenses and other current assets
|
0.1
|
-
|
0.1
|
-
|
||||||||||||
Total assets
|
$
|
13.3
|
$
|
7.5
|
$
|
5.8
|
$
|
-
|
|||||||||
Rabbi Trust liabilities
|
Accrued employee compensation and benefits
|
$
|
7.5
|
$
|
7.5
|
$
|
-
|
$
|
-
|
||||||||
Deferred director fees
|
Accrued expenses and other current liabilities
|
0.2
|
0.2
|
-
|
-
|
||||||||||||
Acquisition consideration
|
Current portion of acquisition consideration payable
|
192.7
|
-
|
-
|
192.7
|
||||||||||||
5.125% Senior Notes due 2014
|
Long-term debt
|
263.0
|
-
|
263.0
|
-
|
||||||||||||
Acquisition consideration
|
Acquisition consideration payable, net of current portion
|
17.7
|
-
|
-
|
17.7
|
||||||||||||
Total liabilities
|
$
|
481.1
|
$
|
7.7
|
$
|
263.0
|
$
|
210.4
|
|||||||||
June 30, 2012:
|
|
||||||||||||||||
Rabbi Trust assets
|
Prepaid expenses and other current assets
|
$
|
8.0
|
$
|
8.0
|
$
|
-
|
$
|
-
|
||||||||
British Pound- U.S. Dollar forward contracts
|
Prepaid expenses and other current assets
|
0.1
|
-
|
0.1
|
-
|
||||||||||||
Canadian Dollar - U.S. Dollar forward contracts
|
Prepaid expenses and other current assets
|
0.1
|
-
|
0.1
|
-
|
||||||||||||
Total assets
|
$
|
8.2
|
$
|
8.0
|
$
|
0.2
|
$
|
-
|
|||||||||
Rabbi Trust liabilities
|
Accrued employee compensation and benefits
|
$
|
8.0
|
$
|
8.0
|
$
|
-
|
$
|
-
|
||||||||
Deferred director fees
|
Accrued expenses and other current liabilities
|
0.2
|
0.2
|
-
|
-
|
||||||||||||
Acquisition consideration
|
Current portion of acquisition consideration payable
|
216.7
|
-
|
-
|
216.7
|
||||||||||||
Acquisition consideration
|
Acquisition consideration payable, net of current portion
|
4.8
|
-
|
-
|
4.8
|
||||||||||||
Total liabilities
|
$
|
229.7
|
$
|
8.2
|
$
|
-
|
$
|
221.5
|
(In millions)
|
Acquisition of Moda
|
Acquisition of SWH
|
Total Acquisition Consideration Payable
|
|||||||||
Beginning balance, January 1, 2011
|
$
|
22.9
|
$
|
191.0
|
$
|
213.9
|
||||||
Payments
|
-
|
(11.0
|
)
|
(11.0
|
)
|
|||||||
Total adjustments included in earnings
|
(6.5
|
)
|
31.8
|
25.3
|
||||||||
Balance, July 2, 2011
|
$
|
16.4
|
$
|
211.8
|
$
|
228.2
|
||||||
Beginning balance, January 1, 2012
|
$
|
14.8
|
$
|
195.6
|
$
|
210.4
|
||||||
Payments
|
(3.5
|
)
|
(4.8
|
)
|
(8.3
|
)
|
||||||
Total adjustments included in earnings
|
(4.1
|
)
|
23.5
|
19.4
|
||||||||
Balance, June 30, 2012
|
$
|
7.2
|
$
|
214.3
|
$
|
221.5
|
(In millions)
|
Fair Value at June 30, 2012
|
Valuation
technique
|
Unobservable
inputs
|
Range
(Weighted Average)
|
||||
Acquisition of Moda
|
$
|
7.2
|
Discounted projection of financial results
|
Net sales growth
Gross margin multiplier
Discount rate
|
-32% - +10% (-3.0%)
1.63 - 1.70 (1.68)
11.7%
|
|||
Acquisition of SWH
|
$
|
214.3
|
Discounted projection of financial results and future cash flow
|
EBITDA (1) growth
EBITDA (1) multiplier
Discount rate
|
-18% - +22% (2.1%)
8.0 - 9.0 (8.3)
11.7%
|
(In millions)
|
Fair Value Measurements Using
|
|||||||||||||||||||
Description
|
Carrying Value
|
Quoted prices in active markets for identical assets (Level 1)
|
Significant other observable inputs (Level 2)
|
Significant unobserv-able inputs (Level 3)
|
Total
losses recorded for the fiscal six months
|
|||||||||||||||
At July 2, 2011:
|
||||||||||||||||||||
Property and equipment
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
2.5
|
||||||||||
Transportation equipment
|
0.6
|
0.6
|
-
|
-
|
0.4
|
|||||||||||||||
At June 30, 2012:
|
||||||||||||||||||||
Property and equipment
|
-
|
-
|
-
|
-
|
0.4
|
(In millions)
|
June 30, 2012
|
July 2, 2011
|
December 31, 2011
|
|||||||||||||||||||||||||
|
Fair Value Level
|
Carrying Amount
|
Fair
Value
|
Carrying Amount
|
Fair
Value
|
Carrying Amount
|
Fair
Value
|
|||||||||||||||||||||
Senior Notes, including hedged items recorded at fair value
|
1
|
$
|
824.4
|
$
|
732.5
|
$
|
815.3
|
$
|
740.5
|
$
|
821.7
|
$
|
692.6
|
|||||||||||||||
Other long-term debt, including current portion
|
2
|
9.9
|
8.7
|
10.3
|
9.1
|
9.8
|
8.2
|
|||||||||||||||||||||
Note receivable from GRI
|
2
|
-
|
-
|
10.0
|
10.0
|
10.0
|
10.0
|
|||||||||||||||||||||
Other notes receivable
|
2
|
2.8
|
1.7
|
-
|
-
|
-
|
-
|
(In millions)
|
Fiscal Quarter Ended
|
Fiscal Six Months Ended
|
||||||||||||||
|
June 30,
2012
|
July 2,
2011
|
June 30,
2012
|
July 2,
2011
|
||||||||||||
Interest rate swaps
|
$
|
(0.2
|
)
|
$
|
(0.9
|
)
|
$
|
1.3
|
$
|
1.2
|
||||||
Interest rate cap
|
-
|
0.5
|
0.2
|
0.7
|
||||||||||||
Net (decrease) increase in interest expense
|
$
|
(0.2
|
)
|
$
|
(0.4
|
)
|
$
|
1.5
|
$
|
1.9
|
(In millions)
|
Notional Amounts
|
|||||||||||
|
June 30,
2012
|
July 2,
2011
|
December 31,
2011
|
|||||||||
Canadian Dollar - U.S. Dollar forward exchange contracts
|
US$10.2
|
US$10.3
|
US$5.3
|
|||||||||
British Pound - Euro forward exchange contracts
|
-
|
|
€2.4
|
-
|
||||||||
British Pound - U.S. Dollar exchange options
|
-
|
US$2.5
|
-
|
|||||||||
British Pound - U.S. Dollar forward exchange contracts
|
|
£3.0
|
-
|
-
|
(In millions)
|
June 30, 2012
|
July 2, 2011
|
December 31, 2011
|
||||||||||||
|
Balance Sheet Location
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
|||||||||
Derivatives designated as hedging instruments
|
|
|
|||||||||||||
Interest rate swap contracts
|
|
$
|
-
|
Other long-term assets
|
$
|
5.1
|
Other long-term assets
|
$
|
5.5
|
||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
0.1
|
|
-
|
Prepaid expenses and other current assets
|
0.1
|
|||||||||
Total derivative assets
|
|
$
|
0.1
|
|
$
|
5.1
|
|
$
|
5.6
|
||||||
Foreign exchange contracts
|
|
Accrued expenses and other current liabilities
|
$
|
0.6
|
|
||||||||||
Total derivative liabilities
|
|
|
$
|
0.6
|
|
||||||||||
Derivatives not designated as hedging instruments
|
|
|
|||||||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
$
|
0.1
|
Prepaid expenses and other current assets
|
$
|
0.1
|
|
$
|
-
|
||||||
Interest rate cap contract
|
|
-
|
Other long-term assets
|
0.6
|
Other long-term assets
|
0.2
|
|||||||||
Total derivative assets
|
|
$
|
0.1
|
|
$
|
0.7
|
|
$
|
0.2
|
(In millions)
|
|
Amount of Pretax (Loss) due to Ineffectiveness Recognized in Income
|
|||||||
Derivative type
|
Location of Pretax (Loss)
due to Ineffectiveness
Recognized in Income
|
Fiscal Six
Months Ended
June 30, 2012
|
Fiscal Six
Months Ended
July 2, 2011
|
||||||
Interest rate swap contracts
|
Interest expense
|
$
|
(1.3
|
)
|
$
|
(1.2
|
)
|
(In millions)
|
Amount of Pretax Gain (Loss) Recognized in Other Comprehensive Income
|
Amount of Pretax (Loss) Reclassified from Other Comprehensive Income
into Income
|
|||||||||||||||
Derivative type
|
Fiscal Six Months Ended
June 30,
2012
|
Fiscal Six Months Ended
July 2,
2011
|
Location of Pretax
(Loss) Reclassified
from Other Comprehensive
Income into Income
|
Fiscal Six Months Ended
June 30,
2012
|
Fiscal Six Months Ended
July 2,
2011
|
||||||||||||
Canadian Dollar - U.S. Dollar forward contracts
|
$
|
0.2
|
$
|
(0.6
|
)
|
Cost of sales
|
$
|
(0.1
|
)
|
$
|
(0.4
|
)
|
(In millions)
|
|
Amount of Pretax Gain (Loss)
Recognized in Income
|
|||||||
Derivative type
|
Location of Pretax (Loss)
Recognized in Income
|
Fiscal Six
Months Ended
June 30, 2012
|
Fiscal Six
Months Ended
July 2, 2011
|
||||||
British Pound - Euro forward contracts
|
Selling, general and administrative expenses
|
$
|
-
|
$
|
0.1
|
||||
Interest rate cap contract
|
Interest expense
|
(0.2
|
)
|
(0.7
|
)
|
Fiscal Six Months Ended
|
June 30,
2012
|
July 2,
2011
|
||||||
(In millions)
|
||||||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid (received) during the period for:
|
||||||||
Interest
|
$
|
26.0
|
$
|
21.0
|
||||
Net income tax payments (refunds)
|
1.1
|
(7.4
|
)
|
|||||
Supplemental disclosures of non-cash investing and financing activities:
|
||||||||
Restricted stock issued to employees
|
20.8
|
26.2
|
||||||
Note payable and deferred compensation recorded related to acquisition of Kurt Geiger
|
-
|
10.2
|
(In millions)
|
Fiscal Quarter Ended
|
Fiscal Six Months Ended
|
||||||||||||||
|
June 30,
2012
|
July 2,
2011
|
June 30,
2012
|
July 2,
2011
|
||||||||||||
Interest cost
|
$
|
0.6
|
$
|
0.7
|
$
|
1.2
|
$
|
1.3
|
||||||||
Expected return on plan assets
|
(0.7
|
)
|
(0.7
|
)
|
(1.3
|
)
|
(1.3
|
)
|
||||||||
Amortization of net loss
|
0.6
|
0.4
|
1.1
|
0.9
|
||||||||||||
Net periodic benefit cost
|
$
|
0.5
|
$
|
0.4
|
$
|
1.0
|
$
|
0.9
|
(In millions)
|
Domestic Wholesale Sportswear
|
Domestic Wholesale Jeanswear
|
Domestic Wholesale Footwear & Access-ories
|
Domestic Retail
|
International Wholesale
|
International Retail
|
Licensing, Other & Eliminations
|
Consolidated
|
||||||||||||||||||||||||
For the fiscal quarter ended June 30, 2012
|
||||||||||||||||||||||||||||||||
Revenues
|
$
|
174.8
|
$
|
151.0
|
$
|
195.5
|
$
|
150.6
|
$
|
75.4
|
$
|
97.3
|
$
|
10.2
|
$
|
854.8
|
||||||||||||||||
Segment income (loss)
|
$
|
8.9
|
$
|
7.0
|
$
|
(1.6
|
)
|
$
|
(3.0
|
)
|
$
|
9.7
|
$
|
3.7
|
$
|
(3.0
|
)
|
21.7
|
||||||||||||||
Net interest expense
|
(8.8
|
)
|
||||||||||||||||||||||||||||||
Equity in income of unconsolidated affiliate
|
0.4
|
|||||||||||||||||||||||||||||||
Income before provision for income taxes
|
$
|
13.3
|
||||||||||||||||||||||||||||||
For the fiscal quarter ended July 2, 2011
|
||||||||||||||||||||||||||||||||
Revenues
|
$
|
203.0
|
$
|
189.1
|
$
|
188.4
|
$
|
166.5
|
$
|
76.6
|
$
|
53.4
|
$
|
10.4
|
$
|
887.4
|
||||||||||||||||
Segment income (loss)
|
$
|
22.3
|
$
|
11.9
|
$
|
(2.4
|
)
|
$
|
4.9
|
$
|
9.5
|
$
|
3.5
|
$
|
(4.8
|
)
|
44.9
|
|||||||||||||||
Net interest expense
|
(37.0
|
)
|
||||||||||||||||||||||||||||||
Equity in income of unconsolidated affiliate
|
0.7
|
|||||||||||||||||||||||||||||||
Income before provision for income taxes
|
$
|
8.6
|
||||||||||||||||||||||||||||||
For the fiscal six months ended June 30, 2012
|
||||||||||||||||||||||||||||||||
Revenues
|
$
|
408.4
|
$
|
335.8
|
$
|
421.3
|
$
|
278.7
|
$
|
148.8
|
$
|
175.2
|
$
|
22.5
|
$
|
1,790.7
|
||||||||||||||||
Segment income (loss)
|
$
|
32.2
|
$
|
23.6
|
$
|
16.7
|
$
|
(25.4
|
)
|
$
|
19.6
|
$
|
(1.3
|
)
|
$
|
(3.5
|
)
|
61.9
|
||||||||||||||
Net interest expense
|
(51.5
|
)
|
||||||||||||||||||||||||||||||
Equity in income of unconsolidated affiliate
|
1.3
|
|||||||||||||||||||||||||||||||
Income before provision for income taxes
|
$
|
11.7
|
||||||||||||||||||||||||||||||
For the fiscal six months ended July 2, 2011
|
||||||||||||||||||||||||||||||||
Revenues
|
$
|
471.7
|
$
|
424.6
|
$
|
409.0
|
$
|
301.7
|
$
|
155.7
|
$
|
63.6
|
$
|
22.4
|
$
|
1,848.7
|
||||||||||||||||
Segment income (loss)
|
$
|
53.1
|
$
|
39.9
|
$
|
15.6
|
$
|
(18.0
|
)
|
$
|
18.8
|
$
|
1.9
|
$
|
(5.2
|
)
|
106.1
|
|||||||||||||||
Net interest expense
|
(58.2
|
)
|
||||||||||||||||||||||||||||||
Equity in income of unconsolidated affiliate
|
2.0
|
|||||||||||||||||||||||||||||||
Income before provision for income taxes
|
$
|
49.9
|
|
June 30, 2012
|
December 31, 2011
|
||||||||||||||||||||||||||||||
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
||||||||||||||||||||||||
ASSETS
|
||||||||||||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
$
|
210.6
|
$
|
66.5
|
$
|
-
|
$
|
277.1
|
$
|
195.8
|
$
|
43.0
|
$
|
-
|
$
|
238.8
|
||||||||||||||||
Accounts receivable
|
173.0
|
154.2
|
-
|
327.2
|
182.9
|
156.7
|
-
|
339.6
|
||||||||||||||||||||||||
Inventories
|
258.7
|
210.1
|
(1.3
|
)
|
467.5
|
270.5
|
220.9
|
(0.3
|
)
|
491.1
|
||||||||||||||||||||||
Prepaid and refundable income taxes
|
16.8
|
3.9
|
(19.3
|
)
|
1.4
|
5.3
|
4.9
|
1.7
|
11.9
|
|||||||||||||||||||||||
Deferred taxes
|
14.5
|
13.2
|
-
|
27.7
|
13.2
|
13.2
|
-
|
26.4
|
||||||||||||||||||||||||
Prepaid expenses and other current assets
|
37.5
|
21.6
|
-
|
59.1
|
21.5
|
26.2
|
-
|
47.7
|
||||||||||||||||||||||||
Total current assets
|
711.1
|
469.5
|
(20.6
|
)
|
1,160.0
|
689.2
|
464.9
|
1.4
|
1,155.5
|
|||||||||||||||||||||||
Property, plant and equipment
|
60.0
|
211.4
|
-
|
271.4
|
64.9
|
206.5
|
-
|
271.4
|
||||||||||||||||||||||||
Due from affiliates
|
-
|
288.3
|
(288.3
|
)
|
-
|
-
|
1,604.4
|
(1,604.4
|
)
|
-
|
||||||||||||||||||||||
Goodwill
|
46.7
|
209.6
|
-
|
256.3
|
46.7
|
208.6
|
-
|
255.3
|
||||||||||||||||||||||||
Other intangibles
|
6.4
|
885.4
|
-
|
891.8
|
6.9
|
890.5
|
-
|
897.4
|
||||||||||||||||||||||||
Deferred taxes
|
92.3
|
-
|
(92.3
|
)
|
-
|
80.6
|
-
|
(80.6
|
)
|
-
|
||||||||||||||||||||||
Investments in and loan to subsidiaries
|
1,713.9
|
38.4
|
(1,713.9
|
)
|
38.4
|
3,047.9
|
35.6
|
(3,047.9
|
)
|
35.6
|
||||||||||||||||||||||
Other assets
|
70.2
|
20.8
|
-
|
91.0
|
79.3
|
20.8
|
-
|
100.1
|
||||||||||||||||||||||||
Total assets
|
$
|
2,700.6
|
$
|
2,123.4
|
$
|
(2,115.1
|
)
|
$
|
2,708.9
|
$
|
4,015.5
|
$
|
3,431.3
|
$
|
(4,731.5
|
)
|
$
|
2,715.3
|
||||||||||||||
LIABILITIES AND EQUITY
|
||||||||||||||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||||||||||
Current portion of long-term debt and capital lease obligations
|
$
|
-
|
$
|
2.1
|
$
|
-
|
$
|
2.1
|
$
|
-
|
$
|
2.0
|
$
|
-
|
$
|
2.0
|
||||||||||||||||
Current portion of acquisition consideration payable
|
216.7
|
-
|
-
|
216.7
|
192.7
|
1.4
|
-
|
194.1
|
||||||||||||||||||||||||
Accounts payable
|
130.2
|
102.5
|
-
|
232.7
|
139.7
|
96.5
|
-
|
236.2
|
||||||||||||||||||||||||
Income taxes payable
|
16.6
|
27.6
|
(39.6
|
)
|
4.6
|
11.2
|
8.3
|
(18.1
|
)
|
1.4
|
||||||||||||||||||||||
Accrued expenses and other current liabilities
|
71.3
|
63.8
|
-
|
135.1
|
79.0
|
67.3
|
-
|
146.3
|
||||||||||||||||||||||||
Total current liabilities
|
434.8
|
196.0
|
(39.6
|
)
|
591.2
|
422.6
|
175.5
|
(18.1
|
)
|
580.0
|
||||||||||||||||||||||
Long-term debt
|
834.1
|
0.1
|
-
|
834.2
|
831.3
|
0.1
|
-
|
831.4
|
||||||||||||||||||||||||
Obligations under capital leases
|
-
|
22.3
|
-
|
22.3
|
-
|
23.3
|
-
|
23.3
|
||||||||||||||||||||||||
Income taxes payable
|
0.5
|
-
|
-
|
0.5
|
6.7
|
-
|
-
|
6.7
|
||||||||||||||||||||||||
Deferred taxes
|
-
|
167.9
|
(98.3
|
)
|
69.6
|
-
|
160.0
|
(86.6
|
)
|
73.4
|
||||||||||||||||||||||
Acquisition consideration payable
|
4.8
|
-
|
-
|
4.8
|
17.7
|
-
|
-
|
17.7
|
||||||||||||||||||||||||
Due to affiliates
|
288.3
|
-
|
(288.3
|
)
|
-
|
1,604.4
|
-
|
(1,604.4
|
)
|
-
|
||||||||||||||||||||||
Other
|
87.8
|
24.6
|
-
|
112.4
|
67.7
|
25.7
|
-
|
93.4
|
||||||||||||||||||||||||
Total liabilities
|
1,650.3
|
410.9
|
(426.2
|
)
|
1,635.0
|
2,950.4
|
384.6
|
(1,709.1
|
)
|
1,625.9
|
||||||||||||||||||||||
Equity:
|
||||||||||||||||||||||||||||||||
Common stock and additional paid-in capital
|
522.1
|
947.8
|
(947.8
|
)
|
522.1
|
522.6
|
2,352.4
|
(2,352.4
|
)
|
522.6
|
||||||||||||||||||||||
Retained earnings
|
556.5
|
771.7
|
(748.4
|
)
|
579.8
|
572.1
|
704.3
|
(680.2
|
)
|
596.2
|
||||||||||||||||||||||
Accumulated other comprehensive (loss) income
|
(28.3
|
)
|
(7.3
|
)
|
7.3
|
(28.3
|
)
|
(29.6
|
)
|
(10.2
|
)
|
10.2
|
(29.6
|
)
|
||||||||||||||||||
Total Jones stockholders' equity
|
1,050.3
|
1,712.2
|
(1,688.9
|
)
|
1,073.6
|
1,065.1
|
3,046.5
|
(3,022.4
|
)
|
1,089.2
|
||||||||||||||||||||||
Noncontrolling interest
|
-
|
0.3
|
-
|
0.3
|
-
|
0.2
|
-
|
0.2
|
||||||||||||||||||||||||
Total equity
|
1,050.3
|
1,712.5
|
(1,688.9
|
)
|
1,073.9
|
1,065.1
|
3,046.7
|
(3,022.4
|
)
|
1,089.4
|
||||||||||||||||||||||
Total liabilities and equity
|
$
|
2,700.6
|
$
|
2,123.4
|
$
|
(2,115.1
|
)
|
$
|
2,708.9
|
$
|
4,015.5
|
$
|
3,431.3
|
$
|
(4,731.5
|
)
|
$
|
2,715.3
|
|
Fiscal Quarter Ended June 30, 2012
|
Fiscal Quarter Ended July 2, 2011
|
||||||||||||||||||||||||||||||
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
||||||||||||||||||||||||
Net sales
|
$
|
516.6
|
$
|
333.7
|
$
|
(6.0
|
)
|
$
|
844.3
|
$
|
557.3
|
$
|
324.1
|
$
|
(4.7
|
)
|
$
|
876.7
|
||||||||||||||
Licensing income
|
-
|
10.2
|
-
|
10.2
|
0.1
|
10.3
|
-
|
10.4
|
||||||||||||||||||||||||
Other revenues
|
0.3
|
-
|
-
|
0.3
|
0.3
|
-
|
-
|
0.3
|
||||||||||||||||||||||||
Total revenues
|
516.9
|
343.9
|
(6.0
|
)
|
854.8
|
557.7
|
334.4
|
(4.7
|
)
|
887.4
|
||||||||||||||||||||||
Cost of goods sold
|
333.8
|
198.6
|
(3.8
|
)
|
528.6
|
356.3
|
210.2
|
(2.2
|
)
|
564.3
|
||||||||||||||||||||||
Gross profit
|
183.1
|
145.3
|
(2.2
|
)
|
326.2
|
201.4
|
124.2
|
(2.5
|
)
|
323.1
|
||||||||||||||||||||||
Selling, general and administrative expenses
|
216.2
|
90.3
|
(2.0
|
)
|
304.5
|
227.2
|
53.3
|
(2.3
|
)
|
278.2
|
||||||||||||||||||||||
Operating (loss) income
|
(33.1
|
)
|
55.0
|
(0.2
|
)
|
21.7
|
(25.8
|
)
|
70.9
|
(0.2
|
)
|
44.9
|
||||||||||||||||||||
Net interest expense (income) and financing costs
|
9.2
|
(0.4
|
)
|
-
|
8.8
|
38.0
|
(1.0
|
)
|
-
|
37.0
|
||||||||||||||||||||||
Equity in income of unconsolidated affiliate
|
-
|
0.4
|
-
|
0.4
|
-
|
0.7
|
-
|
0.7
|
||||||||||||||||||||||||
(Loss) income before (benefit) provision for income taxes and equity in earnings of subsidiaries
|
(42.3
|
)
|
55.8
|
(0.2
|
)
|
13.3
|
(63.8
|
)
|
72.6
|
(0.2
|
)
|
8.6
|
||||||||||||||||||||
(Benefit) provision for income taxes
|
(12.2
|
)
|
17.1
|
-
|
4.9
|
(17.5
|
)
|
20.7
|
-
|
3.2
|
||||||||||||||||||||||
Equity in earnings of subsidiaries
|
38.4
|
-
|
(38.4
|
)
|
-
|
51.5
|
-
|
(51.5
|
)
|
-
|
||||||||||||||||||||||
Net income
|
8.3
|
38.7
|
(38.6
|
)
|
8.4
|
5.2
|
51.9
|
(51.7
|
)
|
5.4
|
||||||||||||||||||||||
Less: income attributable to noncontrolling interest
|
-
|
0.3
|
-
|
0.3
|
-
|
0.2
|
-
|
0.2
|
||||||||||||||||||||||||
Income attributable to Jones
|
$
|
8.3
|
$
|
38.4
|
$
|
(38.6
|
)
|
$
|
8.1
|
$
|
5.2
|
$
|
51.7
|
$
|
(51.7
|
)
|
$
|
5.2
|
|
Fiscal Six Months Ended June 30, 2012
|
Fiscal Six Months Ended July 2, 2011
|
||||||||||||||||||||||||||||||
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
||||||||||||||||||||||||
Net sales
|
$
|
1,087.2
|
$
|
693.3
|
$
|
(12.8
|
)
|
$
|
1,767.7
|
$
|
1,174.9
|
$
|
660.3
|
$
|
(9.5
|
)
|
$
|
1,825.7
|
||||||||||||||
Licensing income
|
-
|
22.5
|
-
|
22.5
|
0.1
|
22.4
|
-
|
22.5
|
||||||||||||||||||||||||
Other revenues
|
0.5
|
-
|
-
|
0.5
|
0.5
|
-
|
-
|
0.5
|
||||||||||||||||||||||||
Total revenues
|
1,087.7
|
715.8
|
(12.8
|
)
|
1,790.7
|
1,175.5
|
682.7
|
(9.5
|
)
|
1,848.7
|
||||||||||||||||||||||
Cost of goods sold
|
711.1
|
417.5
|
(7.5
|
)
|
1,121.1
|
764.5
|
434.1
|
(3.7
|
)
|
1,194.9
|
||||||||||||||||||||||
Gross profit
|
376.6
|
298.3
|
(5.3
|
)
|
669.6
|
411.0
|
248.6
|
(5.8
|
)
|
653.8
|
||||||||||||||||||||||
Selling, general and administrative expenses
|
422.8
|
189.1
|
(4.2
|
)
|
607.7
|
447.9
|
105.4
|
(5.6
|
)
|
547.7
|
||||||||||||||||||||||
Operating (loss) income
|
(46.2
|
)
|
109.2
|
(1.1
|
)
|
61.9
|
(36.9
|
)
|
143.2
|
(0.2
|
)
|
106.1
|
||||||||||||||||||||
Net interest expense (income) and financing costs
|
52.4
|
(0.9
|
)
|
-
|
51.5
|
60.6
|
(2.4
|
)
|
-
|
58.2
|
||||||||||||||||||||||
Equity in income of unconsolidated affiliate
|
-
|
1.3
|
-
|
1.3
|
-
|
2.0
|
-
|
2.0
|
||||||||||||||||||||||||
(Loss) income before (benefit) provision for income taxes and equity in earnings of subsidiaries
|
(98.6
|
)
|
111.4
|
(1.1
|
)
|
11.7
|
(97.5
|
)
|
147.6
|
(0.2
|
)
|
49.9
|
||||||||||||||||||||
(Benefit) provision for income taxes
|
(28.1
|
)
|
32.8
|
(0.4
|
)
|
4.3
|
(23.4
|
)
|
42.1
|
-
|
18.7
|
|||||||||||||||||||||
Equity in earnings of subsidiaries
|
78.3
|
-
|
(78.3
|
)
|
-
|
105.0
|
-
|
(105.0
|
)
|
-
|
||||||||||||||||||||||
Net income
|
7.8
|
78.6
|
(79.0
|
)
|
7.4
|
30.9
|
105.5
|
(105.2
|
)
|
31.2
|
||||||||||||||||||||||
Less: income attributable to noncontrolling interest
|
-
|
0.5
|
-
|
0.5
|
-
|
0.4
|
-
|
0.4
|
||||||||||||||||||||||||
Income attributable to Jones
|
$
|
7.8
|
$
|
78.1
|
$
|
(79.0
|
)
|
$
|
6.9
|
$
|
30.9
|
$
|
105.1
|
$
|
(105.2
|
)
|
$
|
30.8
|
|
Fiscal Quarter Ended June 30, 2012
|
Fiscal Quarter Ended July 2, 2011
|
||||||||||||||||||||||||||||||
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
||||||||||||||||||||||||
Net income
|
$
|
8.3
|
$
|
38.7
|
$
|
(38.6
|
)
|
$
|
8.4
|
$
|
5.2
|
$
|
51.9
|
$
|
(51.7
|
)
|
$
|
5.4
|
||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||
Change in fair value of cash flow hedges, net of tax
|
0.2
|
0.2
|
(0.2
|
)
|
0.2
|
(0.1
|
)
|
(0.1
|
)
|
0.1
|
(0.1
|
)
|
||||||||||||||||||||
Reclassification adjustment for hedge gains and losses included in net income, net of tax
|
-
|
-
|
-
|
-
|
0.2
|
0.2
|
(0.2
|
)
|
0.2
|
|||||||||||||||||||||||
Foreign currency translation adjustments
|
(8.2
|
)
|
(8.2
|
)
|
8.2
|
(8.2
|
)
|
(4.6
|
)
|
(4.6
|
)
|
4.6
|
(4.6
|
)
|
||||||||||||||||||
Total other comprehensive income
|
(8.0
|
)
|
(8.0
|
)
|
8.0
|
(8.0
|
)
|
(4.5
|
)
|
(4.5
|
)
|
4.5
|
(4.5
|
)
|
||||||||||||||||||
Comprehensive income
|
$
|
0.3
|
$
|
30.7
|
$
|
(30.6
|
)
|
$
|
0.4
|
$
|
0.7
|
$
|
47.4
|
$
|
(47.2
|
)
|
$
|
0.9
|
|
Fiscal Six Months Ended June 30, 2012
|
Fiscal Six Months Ended July 2, 2011
|
||||||||||||||||||||||||||||||
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
||||||||||||||||||||||||
Net income
|
$
|
7.8
|
$
|
78.6
|
$
|
(79.0
|
)
|
$
|
7.4
|
$
|
30.9
|
$
|
105.5
|
$
|
(105.2
|
)
|
$
|
31.2
|
||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||
Change in fair value of cash flow hedges, net of tax
|
0.1
|
0.1
|
(0.1
|
)
|
0.1
|
(0.4
|
)
|
(0.4
|
)
|
0.4
|
(0.4
|
)
|
||||||||||||||||||||
Reclassification adjustment for hedge gains and losses included in net income, net of tax
|
0.1
|
0.1
|
(0.1
|
)
|
0.1
|
0.3
|
0.3
|
(0.3
|
)
|
0.3
|
||||||||||||||||||||||
Foreign currency translation adjustments
|
1.1
|
1.1
|
(1.1
|
)
|
1.1
|
(1.4
|
)
|
(1.4
|
)
|
1.4
|
(1.4
|
)
|
||||||||||||||||||||
Total other comprehensive income
|
1.3
|
1.3
|
(1.3
|
)
|
1.3
|
(1.5
|
)
|
(1.5
|
)
|
1.5
|
(1.5
|
)
|
||||||||||||||||||||
Comprehensive income
|
$
|
9.1
|
$
|
79.9
|
$
|
(80.3
|
)
|
$
|
8.7
|
$
|
29.4
|
$
|
104.0
|
$
|
(103.7
|
)
|
$
|
29.7
|
|
Fiscal Six Months Ended June 30, 2012
|
Fiscal Six Months Ended July 2, 2011
|
||||||||||||||||||||||||||||||
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
Issuers
|
Others
|
Elim-
inations
|
Cons-
olidated
|
||||||||||||||||||||||||
Net cash provided by operating activities
|
$
|
58.7
|
$
|
71.2
|
$
|
(5.9
|
)
|
$
|
124.0
|
$
|
21.3
|
$
|
57.8
|
$
|
(13.5
|
)
|
$
|
65.6
|
||||||||||||||
Cash flows from investing activities:
|
||||||||||||||||||||||||||||||||
Capital expenditures
|
(9.0
|
)
|
(29.2
|
)
|
-
|
(38.2
|
)
|
(24.5
|
)
|
(25.0
|
)
|
-
|
(49.5
|
)
|
||||||||||||||||||
Contingent consideration paid related to investment in GRI
|
-
|
(3.5
|
)
|
-
|
(3.5
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
Acquisition of KG Group Holdings Limited, net of cash acquired
|
-
|
-
|
-
|
-
|
(150.0
|
)
|
6.9
|
-
|
(143.1
|
)
|
||||||||||||||||||||||
Other
|
-
|
(0.1
|
)
|
-
|
(0.1
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
Net cash used in investing activities
|
(9.0
|
)
|
(32.8
|
)
|
-
|
(41.8
|
)
|
(174.5
|
)
|
(18.1
|
)
|
-
|
(192.6
|
)
|
||||||||||||||||||
Cash flows from financing activities:
|
||||||||||||||||||||||||||||||||
Issuance of 6.875% Senior Notes due 2019
|
-
|
-
|
-
|
-
|
300.0
|
-
|
-
|
300.0
|
||||||||||||||||||||||||
Debt issuance costs
|
-
|
-
|
-
|
-
|
(6.8
|
)
|
-
|
-
|
(6.8
|
)
|
||||||||||||||||||||||
Costs related to revolving credit agreement
|
(0.3
|
)
|
-
|
-
|
(0.3
|
)
|
(2.9
|
)
|
-
|
-
|
(2.9
|
)
|
||||||||||||||||||||
Repayment of acquired debt of KG Group Holdings Limited
|
-
|
-
|
-
|
-
|
(174.1
|
)
|
-
|
-
|
(174.1
|
)
|
||||||||||||||||||||||
Dividends paid
|
(7.9
|
)
|
(5.9
|
)
|
5.9
|
(7.9
|
)
|
(8.5
|
)
|
(13.5
|
)
|
13.5
|
(8.5
|
)
|
||||||||||||||||||
Repurchase of common shares
|
(29.0
|
)
|
-
|
-
|
(29.0
|
)
|
(28.0
|
)
|
-
|
-
|
(28.0
|
)
|
||||||||||||||||||||
Payments of acquisition consideration payable
|
-
|
(7.5
|
)
|
-
|
(7.5
|
)
|
-
|
(6.2
|
)
|
-
|
(6.2
|
)
|
||||||||||||||||||||
Other items, net
|
2.3
|
(1.3
|
)
|
-
|
1.0
|
1.5
|
(1.2
|
)
|
-
|
0.3
|
||||||||||||||||||||||
Net cash (used in) provided by financing activities
|
(34.9
|
)
|
(14.7
|
)
|
5.9
|
(43.7
|
)
|
81.2
|
(20.9
|
)
|
13.5
|
73.8
|
||||||||||||||||||||
Effect of exchange rates on cash
|
-
|
(0.2
|
)
|
-
|
(0.2
|
)
|
-
|
(1.2
|
)
|
-
|
(1.2
|
)
|
||||||||||||||||||||
Net increase (decrease) in cash and cash equivalents
|
14.8
|
23.5
|
-
|
38.3
|
(72.0
|
)
|
17.6
|
-
|
(54.4
|
)
|
||||||||||||||||||||||
Cash and cash equivalents, beginning
|
195.8
|
43.0
|
-
|
238.8
|
163.0
|
37.8
|
-
|
200.8
|
||||||||||||||||||||||||
Cash and cash equivalents, ending
|
$
|
210.6
|
$
|
66.5
|
$
|
-
|
$
|
277.1
|
$
|
91.0
|
$
|
55.4
|
$
|
-
|
$
|
146.4
|
·
|
on February 17, 2012, we announced the creation of The Jones Group Fashion Office to support the growth of core and emerging brands, and
|
·
|
on July 2, 2012, we acquired an 80% interest in Brian Atwood-related intellectual property from BA Holding Group, Inc., BKA International, Inc. and Brian Atwood, we acquired 100% of the equity interests in Atwood Italia S.r.l., and we acquired certain assets and assumed certain liabilities of Brian Atwood, Ltd.
|
(In millions)
|
Fiscal Quarter Ended
|
Fiscal Six Months Ended
|
||||||||||||||||||||||||||||||
|
June 30, 2012
|
July 2, 2011
|
June 30, 2012
|
July 2, 2011
|
||||||||||||||||||||||||||||
Net sales
|
$
|
844.3
|
98.8
|
%
|
$
|
876.7
|
98.8
|
%
|
$
|
1,767.7
|
98.7
|
%
|
$
|
1,825.7
|
98.8
|
%
|
||||||||||||||||
Licensing income
|
10.2
|
1.2
|
10.4
|
1.2
|
22.5
|
1.3
|
22.5
|
1.2
|
||||||||||||||||||||||||
Other revenues
|
0.3
|
0.0
|
0.3
|
0.0
|
0.5
|
0.0
|
0.5
|
0.0
|
||||||||||||||||||||||||
Total revenues
|
854.8
|
100.0
|
887.4
|
100.0
|
1,790.7
|
100.0
|
1,848.7
|
100.0
|
||||||||||||||||||||||||
Cost of goods sold
|
528.6
|
61.8
|
564.3
|
63.6
|
1,121.1
|
62.6
|
1,194.9
|
64.6
|
||||||||||||||||||||||||
Gross profit
|
326.2
|
38.2
|
323.1
|
36.4
|
669.6
|
37.4
|
653.8
|
35.4
|
||||||||||||||||||||||||
Selling, general and administrative expenses
|
304.5
|
35.6
|
278.2
|
31.4
|
607.7
|
33.9
|
547.7
|
29.6
|
||||||||||||||||||||||||
Operating income
|
21.7
|
2.5
|
44.9
|
5.1
|
61.9
|
3.5
|
106.1
|
5.7
|
||||||||||||||||||||||||
Net interest expense and financing costs
|
8.8
|
1.0
|
37.0
|
4.2
|
51.5
|
2.9
|
58.2
|
3.1
|
||||||||||||||||||||||||
Equity in income of unconsolidated affiliate
|
0.4
|
0.0
|
0.7
|
0.1
|
1.3
|
0.1
|
2.0
|
0.1
|
||||||||||||||||||||||||
Income before provision for income taxes
|
13.3
|
1.6
|
8.6
|
1.0
|
11.7
|
0.7
|
49.9
|
2.7
|
||||||||||||||||||||||||
Provision for income taxes
|
4.9
|
0.6
|
3.2
|
0.4
|
4.3
|
0.2
|
18.7
|
1.0
|
||||||||||||||||||||||||
Net income
|
8.4
|
1.0
|
5.4
|
0.6
|
7.4
|
0.4
|
31.2
|
1.7
|
||||||||||||||||||||||||
Less: income attributable to noncontrolling interest
|
0.3
|
0.0
|
0.2
|
0.0
|
0.5
|
0.0
|
0.4
|
0.0
|
||||||||||||||||||||||||
Income attributable to Jones
|
$
|
8.1
|
0.9
|
%
|
$
|
5.2
|
0.6
|
%
|
$
|
6.9
|
0.4
|
%
|
$
|
30.8
|
1.7
|
%
|
(In millions)
|
Second Fiscal Quarter
of 2012 |
Second Fiscal Quarter
of 2011 |
Increase (Decrease
|
) |
Percent
Change
|
|||||||||||
Domestic wholesale sportswear
|
$
|
174.8
|
$
|
203.0
|
$
|
(28.2
|
)
|
(13.9
|
%)
|
|||||||
Domestic wholesale jeanswear
|
151.0
|
189.1
|
(38.1
|
)
|
(20.1
|
)
|
||||||||||
Domestic wholesale footwear and accessories
|
195.5
|
188.4
|
7.1
|
3.8
|
||||||||||||
Domestic retail
|
150.6
|
166.5
|
(15.9
|
)
|
(9.5
|
)
|
||||||||||
International wholesale
|
75.4
|
76.6
|
(1.2
|
)
|
(1.6
|
)
|
||||||||||
International retail
|
97.3
|
53.4
|
43.9
|
82.2
|
||||||||||||
Licensing and other
|
10.2
|
10.4
|
(0.2
|
)
|
(1.9
|
)
|
||||||||||
Total revenues
|
$
|
854.8
|
$
|
887.4
|
$
|
(32.6
|
)
|
(3.7
|
%)
|
(In millions)
|
First Fiscal Six Months
of 2012 |
First Fiscal Six Months
of 2011 |
Increase (Decrease
|
) |
Percent
Change
|
|||||||||||
Domestic wholesale sportswear
|
$
|
408.4
|
$
|
471.7
|
$
|
(63.3
|
)
|
(13.4
|
%)
|
|||||||
Domestic wholesale jeanswear
|
335.8
|
424.6
|
(88.8
|
)
|
(20.9
|
)
|
||||||||||
Domestic wholesale footwear and accessories
|
421.3
|
409.0
|
12.3
|
3.0
|
||||||||||||
Domestic retail
|
278.7
|
301.7
|
(23.0
|
)
|
(7.6
|
)
|
||||||||||
International wholesale
|
148.8
|
155.7
|
(6.9
|
)
|
(4.4
|
)
|
||||||||||
International retail
|
175.2
|
63.6
|
111.6
|
175.5
|
||||||||||||
Licensing and other
|
22.5
|
22.4
|
0.1
|
0.4
|
||||||||||||
Total revenues
|
$
|
1,790.7
|
$
|
1,848.7
|
$
|
(58.0
|
)
|
(3.1
|
%)
|
Period
|
(a) Total
Number
of Shares
(or Units)
Purchased
|
(b) Average
Price Paid
per Share
(or Unit)
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
(d) Maximum Number
(or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
||||||||||||
April 2, 2012 to April 28, 2012
|
165,575
|
$
|
11.42
|
165,575
|
$
|
204,564,236
|
||||||||||
April 29, 2012 to May 26, 2012
|
1,779,405
|
$
|
9.95
|
1,779,405
|
$
|
186,856,704
|
||||||||||
May 26, 2012 to June 30, 2012
|
42,627
|
$
|
9.38
|
42,627
|
$
|
186,456,711
|
||||||||||
Total
|
1,987,607
|
$
|
10.06
|
1,987,607
|
$
|
186,456,711
|
·
|
those associated with the effect of national, regional and international economic conditions;
|
·
|
lowered levels of consumer spending resulting from a general economic downturn or lower levels of consumer confidence;
|
·
|
the tightening of the credit markets and our ability to obtain capital on satisfactory terms;
|
·
|
given the uncertain economic environment, the possible unwillingness of committed lenders to meet their obligations to lend to borrowers, in general;
|
·
|
the performance of our products within the prevailing retail environment;
|
·
|
customer acceptance of both new designs and newly-introduced product lines;
|
·
|
our reliance on a few department store groups for large portions of our business;
|
·
|
our ability to identify acquisition candidates and, in a competitive environment for such acquisitions, acquire such businesses on reasonable financial and other terms;
|
·
|
the integration of the organizations and operations of any acquired business into our existing organization and operations;
|
·
|
consolidation of our retail customers;
|
·
|
financial difficulties encountered by our customers;
|
·
|
the effects of vigorous competition in the markets in which we operate;
|
·
|
our ability to attract and retain qualified executives and other key personnel;
|
·
|
our reliance on independent foreign manufacturers, including political instability in countries where contractors and suppliers are located;
|
·
|
changes in the costs of raw materials, labor, advertising and transportation, including the impact such changes may have on the pricing of our products and the resulting impact on consumer acceptance of our products at higher price points;
|
·
|
our ability to successfully implement new operational and financial information systems; and
|
·
|
our ability to secure and protect trademarks and other intellectual property rights.
|
10.1*
|
The Jones Group Inc. Severance Plan, as amended, and Summary Plan Description.
|
31*
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32♦
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
XBRL Instance Document.
|
101.SCH*
|
XBRL Taxonomy Extension Schema.
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase.
|
♦ | Furnished herewith. |
EXHIBIT 10.1
THE JONES GROUP INC.
SEVERANCE PLAN AND
SUMMARY PLAN DESCRIPTION
Effective May 31, 2006
(amended April 19, 2012)
PURPOSE OF THE PLAN |
The purpose of The Jones Group Inc. Severance Plan ("Plan") is to provide severance benefits to eligible employees whose employment with The Jones Group Inc. (the "Company") and all U.S. domestic Subsidiaries and Affiliates of the Company is terminated involuntarily under the conditions described below.
Except as otherwise provided herein or by the Company in writing after the effective date hereof, this Plan (i) is the sole arrangement of the Company regarding Severance-type benefits to eligible employees and (ii) replaces and supersedes all prior plans, programs, understandings and arrangements providing Severance-type benefits to eligible employees.
Notwithstanding anything to the contrary in this Plan, if an employee is eligible for Severance-type benefits under an employment or other written agreement with the Employer providing for Severance-type benefits ("Alternative Benefits"), such employee shall remain and be eligible for those benefits; provided , that if the amount of Severance-type benefits to which an employee may be entitled under such agreement providing for Alternative Benefits would be greater in the aggregate than the benefits which the Employee would otherwise be eligible to receive under this Plan, then the employee shall not receive benefits under this Plan but instead shall be entitled to receive such Alternative Benefits.
This document contains the official text of the Plan.
DEFINITIONS |
Affiliate of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.
Company means The Jones Group Inc.
Designated Termination Date means the date specified by an Employer as an employee's last day of active work.
Employer means the Company and all U.S. Subsidiaries and Affiliates of the Company (which shall include Stuart Weitzman Holdings, LLC and its U.S. Subsidiaries and Affiliates effective January 1, 2013).
Person means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.
Plan Administrator means the Company or such other person or committee appointed from time to time by the Company to administer the Plan.
Severance-type benefits means post-termination compensation under any employment agreement or other written agreement between the Employer and the employee or other plan or arrangement maintained by the Employer, other than compensation that is paid solely as consideration for a covenant not to compete with the Employer.
Subsidiary of any person means another person, an amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body or, if there are no such voting interests, more than 50% of the equity interest of which is owned directly or indirectly by such first person.
WARN means the Worker Adjustment and Retraining Notification Act.
ELIGIBLE EMPLOYEES |
The benefits under this Plan are limited to corporate employees, as well as retail employees employed by JAG Footwear, Accessories and Retail Corporation at the level of District Sales Manager or above, in all instances who are classified by an Employer as regular full-time employees and whose regular place of employment is within the United States. Notwithstanding anything to the contrary, union employees are not eligible under this Plan.
INVOLUNTARY TERMINATION OF EMPLOYMENT |
An employee will be eligible for severance benefits under this Plan only if the Plan Administrator, in its sole discretion, determines that the employee's employment has been terminated involuntarily for any of the following reasons:
- Reduction in staff or layoff.
- Position elimination.
- Closure of a business unit.
- Organization restructuring.
- Such other circumstances as the Plan Administrator deems appropriate for the payment of severance benefits.
An employee who terminates employment for any reason prior to his or her Designated Termination Date will not be considered to have terminated employment involuntarily unless (i) his or her Employer provides otherwise in writing, or (ii) he or she has been notified that his or her employment is being terminated due to a reduction in staff or layoff requiring notice under federal or state WARN. Such an employee is, however, required to provide two (2) weeks' prior notice if electing to terminate employment on a date prior to his or her Designated Termination Date.
Unless the Company provides otherwise in writing, an employee will not be eligible for severance benefits if the Plan Administrator, in its sole discretion, determines that the employee's employment is terminated for any of the following reason
2
- Resignation or other voluntary termination of employment.
- Failure to return to work upon the expiration of an authorized leave of absence.
- Death or disability.
- Termination for cause or for behavior prejudicial to the Employer, as determined by the Plan Administrator in its sole discretion.
- Termination for gross misconduct or violation of company policy.
- Termination for poor performance.
An employee who terminates employment for any reason prior to his or her Designated Termination Date will not be considered to have terminated employment involuntarily unless (i) his or her Employer provides otherwise in writing, or (ii) he or she has been notified that his or her employment is being terminated due to a reduction in staff or layoff requiring notice under federal or state WARN. Such an employee is, however, required to provide two (2) weeks' prior notice if electing to terminate employment on a date prior to his or her Designated Termination Date.
Unless the Company provides otherwise in writing, or except as expressly provided in this Plan, an employee will not be eligible to receive benefits under this Plan if the Plan Administrator, in its sole discretion, determines that any of the following events has occurred prior to the employee's Designated Termination Date:
- The employee has been offered, but has refused to accept, a suitable position with the Company or any of its Subsidiaries or Affiliates; OR
- The employee's employment is being terminated in connection with a sale or transfer, merger, establishment of a joint venture, or other corporate transaction, and the employee has been offered a suitable position by the successor employer; OR
- The employee's employment is being terminated in connection with the "outsourcing" of operational functions and he or she has been offered a suitable position by the outsourcing vendor.
CONDITIONS FOR PAYMENT OF SEVERANCE BENEFITS |
An employee who is involuntarily terminated will not receive severance benefits under this Plan unless the Plan Administrator, in its sole discretion, determines that the employee has satisfied all of the following conditions:
The employee must continue to be actively at work through his or her Designated Termination Date or such earlier date as may be specified by his or her Employer in writing, unless the employee is absent due to vacation, temporary layoff, or an approved absence from work (including leave under the Family and Medical Leave Act).
This section does not apply to employees whose employment is being terminated due to a reduction in force or layoff requiring notice under federal or state WARN. Such employees are required, however, to provide two (2) weeks' prior notice.
3
The employee must execute and deliver to the Company, within the period of time specified by the Company, an agreement in a form satisfactory to the Company containing a general release of claims in favor of the Company and such other terms and provisions as may be determined by the Company in its sole discretion.
The employee must return all company property and satisfactorily settle all expenses owed to the Company and any of its Subsidiaries or Affiliates.
SEVERANCE BENEFITS |
The severance benefits to be provided to an eligible employee will be determined in accordance with the Severance Benefit Guidelines attached to this Plan subject to the reductions set forth below; provided, that the Company has the right, in its sole discretion, and on a case-by case basis, to determine the amount of severance benefits to be provided to an eligible employee.
Reduction for Other Severance Benefits
In the event that an employee
is entitled to receive Severance-type benefits under another plan or arrangement maintained by the Employer, or
is covered by an employment agreement or other written agreement with the Employer providing for Severance-type benefits,
then the severance benefits payable to the employee under this Plan will be reduced by the amount of Severance-type benefits payable to the employee under such other plan, arrangement or agreement, unless the Company provides otherwise in writing. For the avoidance of doubt, if the Severance-type benefits payable under such other plan, arrangement or agreement are greater in the aggregate than the severance benefits payable to the employee under this Plan, then the employee shall not receive benefits under this Plan, and shall instead receive the Severance-type benefits under such other plan, arrangement or agreement.
REEMPLOYMENT |
The following rules apply if an employee is reemployed by the Company or any of its Subsidiaries, Affiliates or successors.
Right to Terminate Benefits
Notwithstanding anything in this Plan to the contrary, in the event that an employee is reemployed before the completion of the scheduled payment of severance benefits, then an Employer shall have the right to terminate the benefits payable under this Plan at any time.
4
Repayment of Severance Pay
In the event that an employee is offered reemployment within thirty (30) days after payment of his or her severance pay has commenced and subsequently accepts reemployment, then the employee shall repay to the Company the full amount of severance pay that he or she has received under this Plan.
RIGHT TO TERMINATE BENEFITS |
Notwithstanding anything in this Plan to the contrary, in the event that the Plan Administrator determines that an employee has breached any of the terms and conditions set forth in any agreement executed by the employee as a condition to receiving benefits under this Plan, including, but not limited to, the general release of claims, then the Company shall have the right to terminate the benefits payable under this Plan at any time.
GENERAL RULES |
The Company shall withhold such amounts from payments under this Plan as it determines necessary to fulfill any federal, state, or local wage or compensation withholding requirements.
Neither the Plan nor any action taken with respect to it shall confer upon any person the right to continue in the employ of the Company or any of its Subsidiaries or Affiliates.
Benefits under the Plan may not be anticipated, assigned or alienated.
The Company will make all payments under the Plan, and pay all expenses of the Plan, from its general assets. Nothing contained in this Plan shall give any eligible employee any right, title or interest in any property of the Company or any of its Affiliates nor shall it create any trust relationship.
The provisions of the Plan shall be construed, administered and enforced according to applicable federal law and, where appropriate, the laws of the State of New York without reference to its conflict of laws rules and without regard to any rule of any jurisdiction that would result in the application of the law of another jurisdiction.
No action relating to this Plan or any release or other agreement entered into with respect to this Plan may be brought later than the earlier of second anniversary of the termination of employment or other event giving rise to the claim.
The provisions of the Plan are severable. If any provision of the Plan is deemed legally or factually invalid or unenforceable to any extent or in any application, then the remainder of
5
the provisions of the Plan, except to such extent or in such application, shall not be affected, and each and every provision of the Plan shall be valid and enforceable to the fullest extent and in the broadest application permitted by law.
Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Plan.
ADMINISTRATION OF THE PLAN |
The Plan Administrator shall have sole authority and discretion to administer and construe the terms of this Plan, subject to applicable requirements of law. Without limiting the generality of the foregoing, the Plan Administrator shall have complete discretionary authority to carry out the following powers and duties:
CLAIMS PROCEDURE |
The Plan Administrator reviews and authorizes payment of severance benefits for those employees who qualify under the provisions of the Plan. No claim forms need be submitted. Questions regarding payment of the severance benefits should be directed to Vice President, Benefits or the Plan Administrator.
If an employee feels he or she is not receiving severance benefits which are due, the employee should file a written claim for the benefits with a Vice President in the Human Resources Department. A decision on whether to grant or deny the claim will be made within 90 days following receipt of the claim. If more than 90 days is required to render a decision, the employee will be notified in writing of the reasons for delay. In any event, however, a decision to grant or deny a claim will be made by not later than 180 days following the initial receipt of the claim.
If the claim is denied in whole or in part, the employee will receive a written explanation of the specific reasons for the denial, including a reference to the Plan provisions on which the denial is based.
If the employee wishes to appeal this denial, the employee may write within 60 days after receipt of the notification of denial. The claim will then be reviewed by the Plan Administrator and the employee will receive written notice of the final decision within 60 days after the request .
6
for review. If more than 60 days is required to render a decision, the employee will be notified in writing of the reasons for delay before the end of the initial 60 day period. In any event, however, the employee will receive a written notice of the final decision within 120 days after the request for review.
AMENDMENT AND TERMINATION |
The Company may amend, modify or terminate this Plan with respect to any employee or group of employees at any time pursuant to a writing executed by any duly authorized officer of the Company. Such amendment, modification or termination will be effective with respect to employees who have not received notice of a Designated Termination Date on the date such amendment is executed.
STATEMENT OF ERISA RIGHTS |
As a participant in this Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants shall be entitled to:
Examine, without charge, at the plan administrator's office and at other specified locations all documents governing the plan and a copy of the latest annual report (Form 5500 Series) required to be filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.
Obtain, upon written request to the plan administrator, copies of documents governing the operation of the plan and copies of the latest annual report (Form 5500 Series), if any required, and updated summary plan description. The administrator may make a reasonable charge for the copies.
Receive a summary of the plan's annual financial report. The plan administrator is required by law to furnish each participant with a copy of this summary annual report.
In addition to creating rights for plan participants ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your plan, called "fiduciaries" of the plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.
If your claim for a severance benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the plan and do not receive them within thirty (30) days, you may file suit in a Federal court. In such a case, the
7
court may require the plan administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. If it should happen that plan fiduciaries misuse the plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.
If you have any questions about your plan, you should contact the plan administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the plan administrator, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
ADDITIONAL INFORMATION |
Plan Sponsor: | The Jones Group Inc. 180 Rittenhouse Circle Keystone Park Bristol, Pennsylvania 19007 (215) 785-4000 |
Employer Identification Number (EIN): | 06-0935166 |
Plan Name: | The Jones Group Inc. Severance Plan |
Type of Plan: | Welfare benefit plan - severance pay |
Plan Year: | Calendar year |
Plan Number: | 550 |
Plan Administrator: | Executive Vice President of Human Resources The Jones Group Inc. 180 Rittenhouse Circle Keystone Park Bristol, Pennsylvania 19007 |
Agent for Service of Legal Process: | Plan Administrator |
8
THE JONES GROUP INC. SEVERANCE PLAN
SEVERANCE BENEFIT GUIDELINES
Effective as of April 19, 2012
EMPLOYEES BELOW VICE PRESIDENT
An employee may elect to receive either the severance benefits described in OPTION ONE or OPTION TWO below. The election must be made within the time period, and in accordance with the procedures, specified by the Plan Administrator.
- Severance Pay
Years of Service Amount of Severance Pay Less than 20 years 2 weeks of Base Pay for each Year of Service
- Minimum of 2 weeks of Base Pay
- Maximum of 26 weeks of Base Pay
20 or more years 52 weeks of Base Pay The Company shall pay the severance pay in a single lump sum as soon as practicable after the later of the employee's last day of employment or the date on which the employee's separation agreement and general release becomes effective, provided that if the employee satisfies all of the conditions for payment, then in no event will payment be made later than the March 15th of the calendar year following the calendar year in which the employee's last day of employment occurred.
- Continued Group Health Benefit Coverage - Payment of Cost for COBRA Coverage
If the employee elects to continue coverage under the Company's group health benefits plan in accordance with the COBRA continuation coverage requirements, the employee will be required to pay only a portion of the full cost for COBRA coverage during the period equal to the number of weeks used in calculating the amount of the employee's severance pay under this Plan.
- The COBRA coverage cost to be paid by the employee during this severance period will be the same as the amount paid by active employees for the same group health benefits coverage.
9
After the end of the severance period, the employee, if eligible, will be required to pay the full cost of COBRA coverage in order to continue COBRA coverage for the remainder of the COBRA coverage period.
2 weeks of Base Pay for each Year of Service
- Minimum of 2 weeks of Base Pay
- NO maximum
The Company shall pay the severance pay in a single lump sum as soon as practicable after the later of the employee's last day of employment or the date on which the employee's separation agreement and general release becomes effective, provided that if the employee satisfies all of the conditions for payment, then in no event will payment be made later than the March 15th of the calendar year following the calendar year in which the employee's last day of employment occurred.
For purposes of determining the amount of severance pay -
- Base Paymeans the employee's regular rate of salary (determined on a weekly basis) payable immediately preceding his or her date of termination. Base Pay does not include discretionary bonuses, other variable compensation, or extra pay.
- Years of Service means an employee's full and partial years of employment beginning as of the later of (a) his or her most recent date of hire by an Employer or (b) his or her first day of work following a break in service of thirty (30) days or more, until his or her last day of active employment. A partial year of employment will be rounded up to the next highest year.
10
THE JONES GROUP INC. SEVERANCE PLAN
SEVERANCE BENEFIT GUIDELINES
Effective as of May 31, 2006
VICE PRESIDENTS AND ABOVE BUT BELOW
THE LEVEL OF EXECUTIVE VICE PRESIDENT
Severance Pay
Amount of Severance Pay
Years of Service | Amount of Severance Pay |
Less than 5 years | 3 months of Base Pay |
5 to 9 years | 6 months of Base Pay |
10 or more years | 12 months of Base Pay |
For purposes of determining the amount of severance pay -
Base Pay means the employee's regular rate of salary (determined on a monthly basis) payable immediately preceding his or her date of termination. Base Pay does not include discretionary bonuses, other variable compensation, or extra pay.
Years of Service means an employee's full and partial years of employment beginning as of the later of (a) his or her most recent date of hire by an Employer or (b) his or her first day of work following a break in service of thirty (30) days or more, until his or her last day of active employment. A partial year of employment will be rounded up to the next highest year.
Payment of Severance Pay
The Company shall pay the severance pay in a single lump sum as soon as practicable after the later of the employee's last day of employment or the date on which the employee's separation agreement and general release becomes effective, provided that if the employee satisfies all of the conditions for payment, then in no event will payment be made later than the March 15th of the calendar year following the calendar year in which the employee's last day of employment occurred.
Continued Group Health Benefit Coverage - Payment of Cost for COBRA Coverage
If the employee elects to continue coverage under the Company's group health benefits plan in accordance with the COBRA continuation coverage requirements, the employee will be required to pay only a portion of the full cost for COBRA coverage during the period equal to the number of weeks used in calculating the amount of the employee's severance pay under this Plan.
11
The COBRA coverage cost to be paid by the employee during this severance period will be the same as the amount paid by active employees for the same group health benefits coverage.
After the end of the severance period, the employee, if eligible, will be required to pay the full cost of COBRA coverage in order to continue COBRA coverage for the remainder of the COBRA coverage period.
12
THE JONES GROUP INC. SEVERANCE PLAN
SEVERANCE BENEFIT GUIDELINES
Effective as of May 31, 2006
EXECUTIVE VICE PRESIDENTS AND ABOVE
- Amount of Severance Pay
Years of Service | Amount of Severance Pay |
Less than 5 years | 3 months of Base Pay |
5 to 9 years | 6 months of Base Pay |
10 to 19 years | 12 months of Base Pay |
20 or more years | 18 months of Base Pay |
For purposes of determining the amount of severance pay -
- Base Pay means the employee's regular rate of salary (determined on a monthly basis) payable immediately preceding his or her date of termination. Base Pay does not include discretionary bonuses, other variable compensation, or extra pay.
- Years of Service means an employee's full and partial years of employment beginning as of the later of (a) his or her most recent date of hire by an Employer or (b) his or her first day of work following a break in service of thirty (30) days or more, until his or her last day of active employment. A partial year of employment will be rounded up to the next highest year.
- Payment of Severance Pay
The Company shall pay the severance pay in a single lump sum as soon as practicable after the later of the employee's last day of employment or the date on which the employee's separation agreement and general release becomes effective, provided that if the employee satisfies all of the conditions for payment, then in no event will payment be made later than the March 15th of the calendar year following the calendar year in which the employee's last day of employment occurred.
If the employee elects to continue coverage under the Company's group health benefits plan in accordance with the COBRA continuation coverage requirements, the employee will be required to pay only a portion of the full cost for COBRA coverage during the period equal to the number of weeks used in calculating the amount of the employee's severance pay under this Plan, or, if earlier, until the expiration of COBRA coverage.
13
- The COBRA coverage cost to be paid by the employee during this severance period will be the same as the amount paid by active employees for the same group health benefits coverage.
After the end of the severance period, the employee, if eligible, will be required to pay the full cost of COBRA coverage in order to continue COBRA coverage for the remainder of the COBRA coverage period.
As determined by the Company.
14
EXHIBIT 31
CERTIFICATIONS
I, Wesley R. Card, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of The Jones Group Inc.; |
|
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
||
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
||
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
||
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
||
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
||
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: July 27, 2012 |
|
/s/ Wesley R. Card Wesley R. Card Chief Executive Officer |
I, John T. McClain, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of The Jones Group Inc.; |
|
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
||
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
||
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
||
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
||
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
||
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: July 27, 2012 |
|
/s/ John T. McClain John T. McClain Chief Financial Officer |
EXHIBIT 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Wesley R. Card, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of The Jones Group Inc. on Form 10-Q for the fiscal quarter ended June 30, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of The Jones Group Inc.
By: /s/ Wesley R. Card
Name: Wesley R. Card
Title: Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to The Jones Group Inc. and will be retained by Jones Apparel Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
I, John T. McClain, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of The Jones Group Inc. on Form 10-Q for the fiscal quarter ended June 30, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of The Jones Group Inc.
By: /s/ John T. McClain
Name: John T. McClain
Title: Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to The Jones Group Inc. and will be retained by The Jones Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
SUBSEQUENT EVENTS (Details) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Jul. 02, 2012
|
|
Atwood Italia S.r.l. [Member]
|
||
Business Acquisition [Line Items] | ||
Percentage of equity interests acquired | 100.00% | |
Brian Atwood-related intellectual property [Member]
|
||
Business Acquisition [Line Items] | ||
Percentage of equity interests acquired | 80.00% | |
Brian Atwood [Member]
|
||
Business Acquisition [Line Items] | ||
Cost of acquired entity, Cash Paid | $ 5.0 | |
Legal expenses and other transactions related to acquisition | $ 0.6 |
DERIVATIVES Part I (Details)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
USD ($)
|
Jul. 02, 2011
USD ($)
|
Jun. 30, 2012
USD ($)
|
Jul. 02, 2011
USD ($)
|
Mar. 07, 2011
|
Jun. 30, 2012
Designated as Hedging Instrument [Member]
USD ($)
|
Dec. 31, 2011
Designated as Hedging Instrument [Member]
USD ($)
|
Jul. 02, 2011
Designated as Hedging Instrument [Member]
USD ($)
|
Jun. 30, 2012
Not Designated as Hedging Instrument [Member]
USD ($)
|
Dec. 31, 2011
Not Designated as Hedging Instrument [Member]
USD ($)
|
Jul. 02, 2011
Not Designated as Hedging Instrument [Member]
USD ($)
|
Dec. 31, 2011
Interest Rate Swap Contracts [Member]
Other Long Term Assets [Member]
Designated as Hedging Instrument [Member]
USD ($)
|
Jul. 02, 2011
Interest Rate Swap Contracts [Member]
Other Long Term Assets [Member]
Designated as Hedging Instrument [Member]
USD ($)
|
Jul. 02, 2011
Foreign Exchange Contract [Member]
Accrued Expenses and Other Current Liabilities [Member]
Designated as Hedging Instrument [Member]
USD ($)
|
Jun. 30, 2012
Foreign Exchange Contract [Member]
Prepaid expenses and other current assets [Member]
Designated as Hedging Instrument [Member]
USD ($)
|
Dec. 31, 2011
Foreign Exchange Contract [Member]
Prepaid expenses and other current assets [Member]
Designated as Hedging Instrument [Member]
USD ($)
|
Jun. 30, 2012
Foreign Exchange Contract [Member]
Prepaid expenses and other current assets [Member]
Not Designated as Hedging Instrument [Member]
USD ($)
|
Jul. 02, 2011
Foreign Exchange Contract [Member]
Prepaid expenses and other current assets [Member]
Not Designated as Hedging Instrument [Member]
USD ($)
|
Dec. 31, 2011
Interest Rate Cap Contract [Member]
Other Long Term Assets [Member]
Not Designated as Hedging Instrument [Member]
USD ($)
|
Jul. 02, 2011
Interest Rate Cap Contract [Member]
Other Long Term Assets [Member]
Not Designated as Hedging Instrument [Member]
USD ($)
|
Dec. 31, 2010
Interest Rate Swaps on 2014 Notes [Member]
USD ($)
|
Dec. 17, 2010
Interest Rate Swaps on 2014 Notes [Member]
USD ($)
|
Jun. 30, 2012
Interest Rate Swaps on 2019 Notes [Member]
USD ($)
|
Dec. 31, 2011
Interest Rate Swaps on 2019 Notes [Member]
USD ($)
|
Mar. 21, 2012
Interest Rate Swaps on 2019 Notes [Member]
USD ($)
|
Mar. 07, 2011
Interest Rate Swaps on 2019 Notes [Member]
USD ($)
|
Jun. 30, 2012
British Pound - U.S. Dollar Forward Exchange Contracts [Member]
GBP (£)
|
Jul. 02, 2011
British Pound - U.S. Dollar Exchange Options [Member]
USD ($)
|
Jun. 30, 2012
Canadian Dollar- U.S. forward exchange contracts [Member]
USD ($)
|
Dec. 31, 2011
Canadian Dollar- U.S. forward exchange contracts [Member]
USD ($)
|
Jul. 02, 2011
Canadian Dollar- U.S. forward exchange contracts [Member]
USD ($)
|
Jul. 02, 2011
British Pound - Euro forward exchange contract [Member]
EUR (€)
|
|
Derivative [Line Items] | ||||||||||||||||||||||||||||||||
Number of interest rate swap transactions | 3 | 3 | 3 | 3 | ||||||||||||||||||||||||||||
Amount of hedged item related to derivative | $ 250 | $ 150 | $ 150 | |||||||||||||||||||||||||||||
Fixed interest rate related to derivative | 5.125% | 6.875% | 6.875% | |||||||||||||||||||||||||||||
Variable interest rate related to derivative | three-month LIBOR rates (which are reset on the 15th day of each calendar quarter) plus 3.46% | one-month LIBOR rates (which were reset on the 15th day of each calendar quarter) plus 5.195% | based on three-month LIBOR rates (which are reset on the 15th day of each calendar quarter) plus 3.73% | |||||||||||||||||||||||||||||
Interest rate cap | 5.00% | |||||||||||||||||||||||||||||||
Amount received upon termination of swaps | 5.7 | 3.5 | 8.1 | |||||||||||||||||||||||||||||
Change in interest expense related to ineffectiveness of swap | (0.2) | (0.9) | 1.3 | 1.2 | ||||||||||||||||||||||||||||
Change in interest expense related to changes in the fair value of interest rate cap | 0 | 0.5 | 0.2 | 0.7 | ||||||||||||||||||||||||||||
Net (decrease) increase in interest expense | (0.2) | (0.4) | 1.5 | 1.9 | ||||||||||||||||||||||||||||
Notional amounts of foreign exchange contracts outstanding | 3.0 | 2.5 | 10.2 | 5.3 | 10.3 | 2.4 | ||||||||||||||||||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||||||||||||||||||||||||
Total derivative assets | 0.1 | 5.6 | 5.1 | 0.1 | 0.2 | 0.7 | 5.5 | 5.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.2 | 0.6 | ||||||||||||||||||
Total derivative liabilities | $ 0.6 | $ 0.6 |
STATEMENT OF CASH FLOWS (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental disclosures of cash flow information: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Cash Flow Supplemental Disclosures and Part Noncash Acquisitions | STATEMENT OF CASH FLOWS
|
SUBSEQUENT EVENTS
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS [Text Block] | SUBSEQUENT EVENTS On July 2, 2012, we acquired an 80% interest in Brian Atwood-related intellectual property from BA Holding Group, Inc., BKA International, Inc. and Brian Atwood, we acquired 100% of the equity interests in Atwood Italia S.r.l., and we acquired certain assets and assumed certain liabilities of Brian Atwood, Ltd. The purchase price was $5.0 million. Acquisition-related expenses incurred during the fiscal six months ended June 30, 2012 were $0.6 million. This acquisition will be reported as part of our international wholesale and licensing, eliminations and other segments. |
STATEMENT OF CASH FLOWS (Details) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Jul. 02, 2011
|
|
Cash paid (received) during the period for: | ||
Interest | $ 26.0 | $ 21.0 |
Net income tax payments (refunds) | 1.1 | (7.4) |
Supplemental disclosures of non-cash investing and financing activities: | ||
Restricted stock issued to employees | 20.8 | 26.2 |
Kurt Geiger [Member]
|
||
Supplemental disclosures of non-cash investing and financing activities: | ||
Note payable and deferred compensation recorded related to acquisition | $ 0 | $ 10.2 |
BASIS OF PRESENTATION (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jul. 02, 2011
|
Jun. 30, 2012
|
Jul. 02, 2011
|
|
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Distribution costs included in SG&A expenses | $ 21.1 | $ 21.9 | $ 44.7 | $ 47.0 |
SEGMENT INFORMATION (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jul. 02, 2011
|
Jun. 30, 2012
|
Jul. 02, 2011
|
|
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 6 | 6 | ||
Revenues | $ 854.8 | $ 887.4 | $ 1,790.7 | $ 1,848.7 |
Segment income (loss) | 21.7 | 44.9 | 61.9 | 106.1 |
Net interest expense | (8.8) | (37.0) | (51.5) | (58.2) |
Equity in income of unconsolidated affiliate | 0.4 | 0.7 | 1.3 | 2.0 |
Income before provision for income taxes | 13.3 | 8.6 | 11.7 | 49.9 |
Licensing, Other and Eliminations [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues | 10.2 | 10.4 | 22.5 | 22.4 |
Segment income (loss) | (3.0) | (4.8) | (3.5) | (5.2) |
International Wholesale [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues | 75.4 | 76.6 | 148.8 | 155.7 |
Segment income (loss) | 9.7 | 9.5 | 19.6 | 18.8 |
International Retail [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues | 97.3 | 53.4 | 175.2 | 63.6 |
Segment income (loss) | 3.7 | 3.5 | (1.3) | 1.9 |
Domestic Wholesale Sportswear [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues | 174.8 | 203.0 | 408.4 | 471.7 |
Segment income (loss) | 8.9 | 22.3 | 32.2 | 53.1 |
Domestic Wholesale Jeanswear [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues | 151.0 | 189.1 | 335.8 | 424.6 |
Segment income (loss) | 7.0 | 11.9 | 23.6 | 39.9 |
Domestic Wholesale Footwear & Accessories [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues | 195.5 | 188.4 | 421.3 | 409.0 |
Segment income (loss) | (1.6) | (2.4) | 16.7 | 15.6 |
Domestic Retail [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues | 150.6 | 166.5 | 278.7 | 301.7 |
Segment income (loss) | $ (3.0) | $ 4.9 | $ (25.4) | $ (18.0) |
LONG-TERM DEBT (Details) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jul. 02, 2011
|
Mar. 07, 2011
|
|
Long-Term Debt [Abstract]] | ||
Senior Notes due 2019 | $ 300.0 | |
Senior Notes due 2019, stated rate | 6.875% | |
Proceeds from Issuance of Long-term Debt | 293.3 | |
Proceeds used to repay amounts then outstanding under secured revolving credit agreement | 45.0 | |
Number of interest rate swap transactions | 3 | |
Amount of 2019 Notes converted to variable-rate debt | $ 150 |