UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2012
ANN INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-10738 | 13-3499319 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7 Times Square
New York, New York 10036
(Address, including Zip Code, of Registrants Principal Executive Offices)
(212) 541-3300
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Names or Former Addresses, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
ANN INC. (the Company) issued a Press Release, dated May 18, 2012. A copy of the Press Release is appended to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Press Release issued by ANN INC. on May 18, 2012. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ANN INC. | ||||||
Date: May 18, 2012 |
By: | /s/ Barbara K. Eisenberg | ||||
| ||||||
Barbara K. Eisenberg | ||||||
Executive Vice President, | ||||||
General Counsel and Secretary |
3
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release issued by ANN INC. on May 18, 2012. |
4
Exhibit 99.1
FOR IMMEDIATE RELEASE
ANN INC. Reports First Quarter 2012 EPS of $0.58,
Versus First Quarter 2011 EPS of $0.51
Total Company Net Sales Increase 7%; Comparable Sales Increase 4%
New York, NY, May 18, 2012 ANN INC. (NYSE: ANN) today reported results for the fiscal first quarter of 2012, ended April 28, 2012. The Company also provided its outlook for the second quarter and the full year of fiscal 2012.
For the fiscal first quarter of 2012, the Company reported earnings per diluted share of $0.58, compared with earnings per diluted share of $0.51 in the first quarter of 2011.
Kay Krill, President and CEO, said, We are very pleased that our 2012 fiscal year is off to a strong start. We reported an excellent first quarter with significant increases in both sales and earnings per share. Our gross margin rate also improved dramatically from the fourth quarter of 2011, driven by increased profits at both the Ann Taylor and LOFT brands.
By brand, LOFT once again delivered a phenomenal quarter, continuing its strong momentum across all channels. Clients responded positively to LOFTs entire product offering, its compelling value proposition and engaging in-store experience, all of which contributed to very strong conversion. During the quarter, the Ann Taylor brand continued to deliver top-line growth in its online and outlet channels. In the stores channel, we significantly reduced promotional activity as we focused on reinforcing the aspirational nature of the brand, which resulted in a higher gross margin rate and lower comparable sales versus the first quarter of 2011.
Looking forward, ANN INC. is well-positioned to deliver on our strategic and financial objectives for the year.
Fiscal 2012 First Quarter Results
Total net sales for the first quarter of fiscal 2012 were $560.4 million, compared with net sales of $523.6 million in the first quarter of fiscal 2011. By brand, net sales across all channels of the Ann Taylor brand totaled $212.4 million in the first quarter of 2012, compared with net sales of $222.9 million in the first quarter of 2011. At the LOFT brand, net sales across all channels were $348.0 million in the first quarter of 2012, compared with net sales of $300.8 million in the first quarter of 2011.
Total Company comparable sales for the quarter increased 3.8% versus the first quarter of 2011. At Ann Taylor, total brand comparable sales decreased 6.9%, reflecting a decrease of 15.5% at Ann Taylor stores, partially offset by increases of 9.6% in the Ann Taylor e-commerce channel and 0.7% in the Ann Taylor Factory channel. At LOFT, total brand comparable sales increased 11.3%, reflecting increases of 10.0% at LOFT stores, 29.1% in the LOFT e-commerce channel and 6.1% in the LOFT Outlet channel. (Please refer to Table 3 for a breakdown of sales by brand and channel.)
Gross margin, as a percentage of net sales, was 56.6%, versus the 57.3% gross margin rate achieved in the first quarter of 2011, reflecting a strong gross margin rate performance at Ann Taylor and a slightly lower gross margin rate at LOFT.
Selling, general and administrative expenses for the first quarter of 2012 were $272.0 million versus $254.0 million reported in the first quarter of 2011. As a percentage of net sales, selling, general and administrative expenses were flat with the prior year at 48.5%, reflecting the benefit of increased cost leverage as a result of higher net sales compared with the first quarter of Fiscal 2011, offset by an increase in expenses associated with our year-over-year store growth and other expenses supporting the expansion of our business.
The Company reported operating income of $45.4 million for the quarter, compared with operating income of $45.9 million in the first quarter of 2011. Net income for the first quarter was $28.7 million, or $0.58 per diluted share, compared with net income of $27.3 million, or $0.51 per diluted share in the first quarter of 2011.
The Company ended the quarter with approximately $106 million in cash and cash equivalents, following the repurchase of approximately 1.5 million shares at a cost of $35 million during the fiscal first quarter of 2012.
Total inventory per square foot, excluding e-commerce, at the end of the first quarter increased 3% versus year-ago, reflecting a 3% increase at Ann Taylor stores, a 7% increase at LOFT stores and a 6% decrease in the factory/outlet channel. The increase at Ann Taylor stores reflects earlier receipt of goods in-transit versus last year, without which, inventory per square foot at Ann Taylor stores would have declined by approximately 5%.
During the first quarter of fiscal 2012, the Company opened seven new stores, comprised of two Ann Taylor stores, four LOFT stores and one LOFT Outlet store, and closed eight Ann Taylor stores, four LOFT stores and one LOFT Outlet store. Total store count at the end of the fiscal first quarter was 947, comprised of 274 Ann Taylor stores, 500 LOFT stores, 99 Ann Taylor Factory stores and 74 LOFT Outlet stores.
Outlook for Fiscal Second-Quarter and Full-Year 2012
For the fiscal second quarter of 2012, the Company expects total net sales to be $585 million, reflecting a total Company comparable sales increase in the mid-single digits. Gross margin rate performance is expected to approach 55.0%. Selling, general and administrative expenses are estimated to approach $280 million.
In terms of the full year outlook, the Company provided the following:
| The Company expects fiscal 2012 total net sales to be $2.375 billion, reflecting a total Company comparable sales increase in the mid-single digits. |
| Gross margin rate performance is expected to be 55.0%. |
| Total SG&A expenses in fiscal 2012 are expected to approach $1.140 billion. |
| The Companys effective tax rate is expected to be approximately 40%. |
| Capital expenditures are expected to be approximately $150 million. |
| Total weighted average square footage for fiscal 2012 is expected to increase slightly, reflecting the opening of approximately 65 new stores, partially offset by the impact of downsizes at Ann Taylor stores and approximately 30 store closures. The Company expects to have approximately 985 stores at fiscal year-end. |
| The Company expects to maintain its healthy balance sheet, including a disciplined approach to inventory management throughout the fiscal year. |
About ANN INC.
ANN INC. is the parent Company of Ann Taylor and LOFT, two of the leading womens specialty retail fashion brands in the United States. The Company operates 947 Ann Taylor, Ann Taylor Factory, LOFT and LOFT Outlet stores in 46 states, the District of Columbia and Puerto Rico as of April 28, 2012, as well as online at AnnTaylor.com and LOFT.com. Visit ANNINC.com for more information (NYSE: ANN).
Investor Contact: | Press Contact: | |
Judith Lord | Catherine Fisher | |
Vice President, Investor Relations | Vice President, Corporate Communications | |
ANN INC. | ANN INC. | |
212-541-3300 ext. 3598 | 212-541-3300 ext. 2199 |
Forward-Looking Statements
Certain statements in this press release are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements may use the words expect, anticipate, plan, intend, project, may, believe and similar expressions. Forward-looking statements also include representations of the expectations or beliefs of the Company concerning future events that involve risks and uncertainties, including:
| the Companys ability to anticipate and respond to changing client preferences and fashion trends and provide a balanced assortment of merchandise that satisfies client demands in a timely manner; |
| the effectiveness of the Companys brand awareness and marketing programs, and its ability to maintain the value of its brands; |
| the Companys ability to manage inventory levels and changes in merchandise mix; |
| the Companys ability to successfully implement its business transformation initiatives and upgrade and maintain its information systems, including adequate system security controls, successful transitioning of certain information technology functions to third parties and the ability to operate in accordance with its business continuity plan in the event of a disruption; |
| the performance and operation of the Companys websites and the risks associated with Internet sales; |
| the Companys ability to successfully execute brand goals, objectives and new concepts; |
| the impact of fluctuations in sourcing costs, in particular increases in the costs of raw materials, labor, fuel and transportation; |
| the Companys reliance on key management and its ability to hire, retain and train qualified associates; |
| the depressed levels of consumer spending and consumer confidence resulting from the worldwide economic downturn and financial crisis; |
| the Companys ability to secure and protect trademarks and other intellectual property rights; |
| the Companys reliance on foreign sources of production and the associated risks of doing business in foreign markets, including fluctuations in the value of the U.S. dollar against foreign currencies, the imposition of duties or other possible trade law or import restrictions, including legislation relating to import quotas, and financial or political instability in any of the countries in which the Companys merchandise is manufactured; |
| the Companys reliance on third-party manufacturers and key vendors, including operational risks such as reduced production capacity, errors in complying with merchandise specifications, insufficient quality control and failure to meet production deadlines; |
| the Companys ability to successfully manage store growth and optimize the productivity and profitability of its store portfolio; |
| the impact of a privacy breach and the resulting effect on the Companys business and reputation; |
| a significant change in the regulatory environment applicable to the Companys business and the Companys ability to comply with legal and regulatory requirements; |
| the failure by independent manufacturers to comply with the Companys social compliance program requirements; |
| the effect of competitive pressures from other retailers; |
| the effect of continued uncertainty in the global economy on the Companys liquidity and capital resources; |
| the Companys dependence on its Louisville distribution center and third-party distribution facilities and transportation companies, including any significant interruptions due to work stoppages, slowdowns or strikes by employees of the third-party vendors that it utilizes; |
| the impact on the Companys stock price relating to the Companys level of sales and earnings growth; |
| acts of war or terrorism in the United States or worldwide, and the potential impact of natural disasters and public health concerns, including severe infectious diseases, particularly on the Companys foreign sourcing offices and the manufacturing operations of the Companys vendors; |
| the Companys dependence on shopping malls and other retail centers to attract customers; |
| the impact of potential consolidation of commercial and retail landlords on the Companys ability to negotiate favorable rental terms; |
| the effect of external economic factors on the Companys future funding obligations for its defined benefit pension plan; and |
| the impact of climate change on the Companys business. |
Further description of these risks and uncertainties and other important factors are set forth in the Companys latest Annual Report on Form 10-K, including but not limited to Item 1A Risk Factors and Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations therein, and in the Companys other filings with the SEC. Although these forward-looking statements reflect the Companys current expectations concerning future events, actual results may differ materially from current expectations or historical results. The Company does not assume any obligation to publicly update or revise any forward-looking statements at any time for any reason.
ANN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarters Ended April 28, 2012 and April 30, 2011
(unaudited)
Table 1.
Quarter Ended | ||||||||
April 28, 2012 |
April 30, 2011 |
|||||||
(in thousands, except per share amounts) |
||||||||
Net sales |
$ | 560,411 | $ | 523,628 | ||||
Cost of sales |
243,040 | 223,676 | ||||||
|
|
|
|
|||||
Gross margin |
317,371 | 299,952 | ||||||
Selling, general and administrative expenses |
272,018 | 254,033 | ||||||
|
|
|
|
|||||
Operating income |
45,353 | 45,919 | ||||||
Interest income |
555 | 235 | ||||||
Interest expense |
335 | 280 | ||||||
|
|
|
|
|||||
Income before income taxes |
45,573 | 45,874 | ||||||
Income tax provision |
16,841 | 18,560 | ||||||
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|
|
|
|||||
Net income |
$ | 28,732 | $ | 27,314 | ||||
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|
|
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Earnings per share: |
||||||||
Basic earnings per share |
$ | 0.59 | $ | 0.52 | ||||
Weighted average shares outstanding |
47,922 | 52,082 | ||||||
Diluted earnings per share |
$ | 0.58 | $ | 0.51 | ||||
Weighted average shares outstanding, assuming dilution |
48,677 | 53,089 |
ANN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
April 28, 2012, January 28, 2012 and April 30, 2011
(unaudited)
Table 2.
April 28, | January 28, | April 30, | ||||||||||
2012 | 2012 | 2011 | ||||||||||
(in thousands, except share amounts) | ||||||||||||
Assets | ||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
$ | 106,154 | $ | 150,208 | $ | 104,295 | ||||||
Accounts receivable |
29,783 | 19,591 | 28,126 | |||||||||
Merchandise inventories |
243,516 | 213,447 | 223,628 | |||||||||
Refundable income taxes |
9,240 | 11,965 | 26,511 | |||||||||
Deferred income taxes |
31,891 | 30,999 | 26,163 | |||||||||
Prepaid expenses and other current assets |
63,123 | 49,107 | 58,169 | |||||||||
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|
|
|
|
|||||||
Total current assets |
483,707 | 475,317 | 466,892 | |||||||||
Property and equipment, net |
361,646 | 360,890 | 342,811 | |||||||||
Deferred income taxes |
23,579 | 39,134 | 26,950 | |||||||||
Other assets |
13,606 | 12,340 | 12,704 | |||||||||
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|
|
|
|||||||
Total assets |
$ | 882,538 | $ | 887,681 | $ | 849,357 | ||||||
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|
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Liabilities and Stockholders Equity | ||||||||||||
Current liabilities |
||||||||||||
Accounts payable |
$ | 103,628 | $ | 94,157 | $ | 100,734 | ||||||
Accrued salaries and bonus |
18,770 | 16,122 | 15,533 | |||||||||
Current portion of long-term performance compensation |
29,151 | 19,373 | 14,575 | |||||||||
Accrued tenancy |
41,951 | 41,435 | 42,523 | |||||||||
Gift certificates and merchandise credits redeemable |
43,259 | 50,750 | 41,264 | |||||||||
Accrued expenses and other current liabilities |
68,242 | 64,060 | 61,567 | |||||||||
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|
|
|
|
|||||||
Total current liabilities |
305,001 | 285,897 | 276,196 | |||||||||
Deferred lease costs |
158,866 | 159,435 | 163,439 | |||||||||
Deferred income taxes |
1,367 | 1,320 | 966 | |||||||||
Long-term performance compensation, less current portion |
17,902 | 42,122 | 23,296 | |||||||||
Other liabilities |
28,555 | 35,030 | 23,314 | |||||||||
Commitments and contingencies |
||||||||||||
Stockholders equity |
||||||||||||
Common stock, $.0068 par value; 200,000,000 shares authorized; 82,563,516, 82,563,516 and 82,563,516 shares issued, respectively |
561 | 561 | 561 | |||||||||
Additional paid-in capital |
808,126 | 811,707 | 794,924 | |||||||||
Retained earnings |
602,990 | 574,257 | 515,005 | |||||||||
Accumulated other comprehensive loss |
(5,223 | ) | (5,318 | ) | (2,316 | ) | ||||||
Treasury stock, 33,790,075, 33,284,631 and 30,514,994 shares, respectively, at cost |
(1,035,607 | ) | (1,017,330 | ) | (946,028 | ) | ||||||
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|
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Total stockholders equity |
370,847 | 363,877 | 362,146 | |||||||||
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|
|
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Total liabilities and stockholders equity |
$ | 882,538 | $ | 887,681 | $ | 849,357 | ||||||
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ANN INC.
Brand Sales and Store Data
For the Quarters Ended April 28, 2012 and April 30, 2011
(unaudited)
Table 3.
Quarter Ended | ||||||||||||||||
Sales and Comparable Sales | April 28, 2012 | April 30, 2011 | ||||||||||||||
Sales | Comp % (1) | Sales | Comp % (1) | |||||||||||||
($ in thousands) | ||||||||||||||||
Ann Taylor brand |
||||||||||||||||
Ann Taylor Stores |
$ | 109,597 | (15.5 | )% | $ | 125,379 | 13.7 | % | ||||||||
Ann Taylor e-commerce |
32,614 | 9.6 | % | 29,461 | 43.1 | % | ||||||||||
|
|
|
|
|||||||||||||
Subtotal |
142,211 | (10.3 | )% | 154,840 | 18.3 | % | ||||||||||
Ann Taylor Factory |
70,165 | 0.7 | % | 68,035 | 9.2 | % | ||||||||||
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|
|||||||||||||
Total Ann Taylor brand |
$ | 212,376 | (6.9 | )% | $ | 222,875 | 15.3 | % | ||||||||
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|
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LOFT |
||||||||||||||||
LOFT Stores |
$ | 262,388 | 10.0 | % | $ | 239,099 | (1.0 | )% | ||||||||
LOFT e-commerce |
36,486 | 29.1 | % | 28,293 | 32.8 | % | ||||||||||
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|
|
|
|||||||||||||
Subtotal |
298,874 | 12.0 | % | 267,392 | 1.7 | % | ||||||||||
LOFT Outlet |
49,161 | 6.1 | % | 33,361 | 15.7 | % | ||||||||||
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|
|||||||||||||
Total LOFT brand |
$ | 348,035 | 11.3 | % | $ | 300,753 | 2.4 | % | ||||||||
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|
|||||||||||||
Total Company |
$ | 560,411 | 3.8 | % | $ | 523,628 | 7.8 | % | ||||||||
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Quarter Ended | ||||||||||||||||
Stores And Square Footage | April 28, 2012 | April 30, 2011 | ||||||||||||||
Stores | Square Feet | Stores | Square Feet | |||||||||||||
(square feet in thousands) | ||||||||||||||||
Ann Taylor brand |
||||||||||||||||
Ann Taylor Stores |
274 | 1,416 | 266 | 1,450 | ||||||||||||
Ann Taylor Factory |
99 | 691 | 96 | 690 | ||||||||||||
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|||||||||
Total Ann Taylor brand |
373 | 2,107 | 362 | 2,140 | ||||||||||||
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LOFT brand |
||||||||||||||||
LOFT Stores |
500 | 2,898 | 500 | 2,917 | ||||||||||||
LOFT Outlet |
74 | 519 | 61 | 437 | ||||||||||||
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Total LOFT brand |
574 | 3,417 | 561 | 3,354 | ||||||||||||
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Total Company |
947 | 5,524 | 923 | 5,494 | ||||||||||||
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Number of: |
||||||||||||||||
Stores open at beginning of period |
953 | 5,584 | 896 | 5,284 | ||||||||||||
New stores |
7 | 36 | 32 | 244 | ||||||||||||
Downsized stores (2) |
| (25 | ) | | (4 | ) | ||||||||||
Closed stores |
(13 | ) | (71 | ) | (5 | ) | (30 | ) | ||||||||
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Stores open at end of period |
947 | 5,524 | 923 | 5,494 | ||||||||||||
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(1) | A store is included in comparable sales (comp) in its thirteenth month of operation. A store with a square footage change of greater than 15% is treated as a new store for the first year following its reopening. |
(2) | During the quarter ended April 28, 2012, the Company downsized three Ann Taylor stores, three Ann Taylor Factory stores, one LOFT store and one LOFT Outlet store. During the quarter ended April 30, 2011, the Company downsized one Ann Taylor store. |