-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RIbN3h8wNq+AR/PE/r1eSbRE6OYrQ5z/D0GmhlRg0oskl2ugbvNUhDqk6cUuDgjC txdQHzEPEjFdf00x6V9UWQ== 0001157523-05-007896.txt : 20050906 0001157523-05-007896.hdr.sgml : 20050905 20050906060150 ACCESSION NUMBER: 0001157523-05-007896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050906 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050906 DATE AS OF CHANGE: 20050906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK JOS A CLOTHIERS INC /DE/ CENTRAL INDEX KEY: 0000920033 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 363189198 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-14657 FILM NUMBER: 051069008 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 8-K 1 a4965485.txt JOS. A. BANK 8-K 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): September 6, 2005 JOS. A. BANK CLOTHIERS, INC. (Exact name of registrant as specified in its charter) Delaware 36-3189198 -------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 500 Hanover Pike, Hampstead, MD 21074 ------------------------------- ----- (Address of principal executive offices) (zip code) (410) 239-2700 (Registrant's telephone number, including area code) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. On September 6, 2005, JoS. A. Bank Clothiers, Inc. issued a press release (the "Press Release") in which the Company announced, among other things, certain results of operations for the quarter and six month periods ended July 30, 2005. A copy of the Press Release is attached as Exhibit 99.1. SIGNATURE 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. Jos. A. Bank Clothiers, Inc. (Registrant) By: /s/ Robert N. Wildrick ----------------------- Robert N. Wildrick Chief Executive Officer and Director Dated: September 6, 2005 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release dated September 6, 2005 EX-99.1 2 a4965485ex991.txt JOS. A. BANK EXHIBIT 99.1 Exhibit 99.1 JoS. A. Bank Clothiers' Second Quarter Earnings Per Share Increase 54%; Company Raises Full Year Earnings Guidance Again HAMPSTEAD, Md.--(BUSINESS WIRE)--Sept. 6, 2005--JoS. A. Bank Clothiers, Inc. (Nasdaq National Market: "JOSB") announced net income of $5.3 million for the second quarter ended July 30, 2005, compared with net income of $3.4 million in the second quarter of the previous fiscal year. Earnings per share increased 54% to $0.37 in the second quarter, as compared with $0.24 in the second quarter of fiscal 2004, representing another record quarter of profitability. For the first half of fiscal 2005, net income increased to $12.1 million, as compared with $8.7 million in the first six months of fiscal 2004, and earnings per share rose 38% to $0.84, compared with $0.61 in the corresponding period of the previous fiscal year. "We are very pleased to report our Company's 16th consecutive quarter of record earnings, when compared with prior year periods," observed Robert N. Wildrick, Chief Executive Officer of JoS. A. Bank Clothiers, Inc. "Strong second quarter operating results were driven by an increase in comparable store sales, continued gross profit gains, strength in catalog and Internet sales, new product innovations, and our new store opening program," continued Mr. Wildrick. "Based on these strong results and the current business outlook, we are raising our earnings guidance for the second time for the year ending January 28, 2006 (fiscal 2005) to at least $2.15 to $2.19 per share, compared with $1.72 per share in fiscal 2004." "We opened 14 new stores during the six months ended July 30, 2005," continued Wildrick. "Our plans call for the opening of approximately 46 additional stores in over 20 states across the U.S. during the second half of fiscal 2005. We are optimistic about the opportunities in the second half of fiscal 2005 and we have invested in inventories of our core Fall products. Also, the Company's brand-building media campaign, which is a key element in positioning JoS. A. Bank as the premiere upscale menswear brand in the U.S., will be continued this Fall with a series of television and selective magazine advertisements." As previously reported, total sales for the second quarter ended July 30, 2005 increased 20.2% to $98.6 million, as compared with $82.0 million in the same prior year period. Comparable store sales increased 4.9% in the second quarter ended July 30, 2005, while combined catalog and Internet sales increased 23.4%. Total sales for the six months ended July 30, 2005 increased 20.6% to $195.2 million, as compared with $161.9 million in the comparable prior year period. Comparable store sales increased 4.5% in the six months ended July 30, 2005, while combined catalog and internet sales rose 24.9%. A conference call to discuss this earnings press release is scheduled for today, September 6, 2005, at 11:00 a.m. Eastern Time (EDT). To participate in the call today, please dial (877) 209-0397, or (International) (612) 332-1025, at least five minutes before 11:00 a.m. EDT. A replay of the conference call will be available after 2:30 p.m. EDT today until 11:59 p.m. on September 12, 2005, by dialing (USA) (800) 475-6701 or (International) (302) 365-3844. The access code for the replay will be 791286. All earnings per share amounts noted in this news release represent diluted earnings per share adjusted for two stock dividends that were distributed to stockholders in fiscal 2004. The fiscal 2004 earnings per share amounts included in this news release give effect to the restatement of the Company's financial statements to reflect the revision of the Company's historical practices of accounting for lease transactions as discussed in the Company's Annual Report on Form 10-K for the year ended January 29, 2005. JoS. A. Bank Clothiers, Inc., established in 1905, is one of the nation's leading retailers of men's classically-styled tailored and casual clothing, sportswear, footwear and accessories. The Company sells its full product line through 291 stores in 38 states and the District of Columbia, a nationwide catalog, and an e-commerce website that can be accessed at www.josbank.com. The Company is headquartered in Hampstead, MD, and its common stock is listed on the Nasdaq National Market under the symbol "JOSB." The Company's statements concerning future operations contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those forecast due to a variety of factors outside of the Company's control that can affect the Company's operating results, liquidity and financial condition. Such factors include risks associated with economic, weather, public health and other factors affecting consumer spending, the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the market price of key raw materials such as wool and cotton, availability of lease sites for new stores, the ability to source product from its global supplier base and other competitive factors. Other factors and risks that may affect our business or future financial results are detailed in our filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended January 29, 2005. These cautionary statements qualify all of the forward-looking statements the Company makes herein. The Company cannot assure you that the results or developments anticipated by the Company will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for the Company or affect the Company, its business or its operations in the way the Company expects. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates, and assumes no obligation to update any of the forward-looking statements. These risks should be carefully reviewed before making any investment decision. JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Income (In thousands except per share data) (Unaudited) Three Months Ended Six Months Ended ----------------------- ------------------------ July 31, July 30, July 31, July 30, 2004 2005 2004 2005 ------------- ----------------------- ---------- (As Restated) (As Restated) Net sales $ 81,994 $ 98,588 $ 161,923 $ 195,163 Cost of goods sold 32,883 37,410 63,777 73,372 ------------- --------- ------------- ---------- Gross Profit 49,111 61,178 98,146 121,791 ------------- --------- ------------- ---------- Operating expenses: Sales and marketing 32,171 40,834 62,928 80,374 General and administrative 10,253 10,840 18,837 20,019 Store opening costs 269 107 500 219 ------------- --------- ------------- ---------- Total operating expenses 42,693 51,781 82,265 100,612 ------------- --------- ------------- ---------- Operating income 6,418 9,397 15,881 21,179 Interest expense, net 433 341 914 665 ------------- --------- ------------- ---------- Income before provision for income taxes 5,985 9,056 14,967 20,514 Provision for income taxes 2,553 3,717 6,264 8,438 ------------- --------- ------------- ---------- Net income $ 3,432 $ 5,339 $ 8,703 $ 12,076 ============= ========= ============= ========== Earnings per share: Net income per share: Basic $ 0.26 $ 0.39 $ 0.66 $ 0.89 Diluted $ 0.24 $ 0.37 $ 0.61 $ 0.84 Weighted average shares outstanding: Basic 13,330 13,568 13,288 13,520 Diluted 14,196 14,401 14,204 14,361 Note: The foregoing unaudited Condensed Consolidated Statements of Income are excerpts from our Condensed Consolidated Unaudited Financial Statements (for the six month and quarterly periods ended July 31, 2004 and July 30, 2005) and do not include the Notes, which are considered an integral part thereof. The Company expects to file the Condensed Consolidated Unaudited Financial Statements in its Quarterly Report on Form 10-Q, on or about September 6, 2005. The foregoing unaudited financial information should be read in conjunction with the Company's Form 10-Q for the quarterly period ended July 30, 2005, as well as the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2005. JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In Thousands) (Unaudited) January 29, 2005 July 30, 2005 ---------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,425 $ 1,072 Accounts receivable, net 4,798 5,453 Inventories: Raw materials 8,550 11,646 Finished goods 119,143 160,608 ---------------- ---------------- Total inventories 127,693 172,254 Prepaid expenses and other current assets 11,892 11,746 Deferred income taxes 893 -- ---------------- ---------------- Total current assets 146,701 190,525 ---------------- ---------------- NONCURRENT ASSETS: Property, plant and equipment, net 83,621 88,479 Other noncurrent assets 1,508 601 ---------------- ---------------- Total assets $ 231,830 $ 279,605 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 40,133 $ 57,694 Accrued expenses 37,505 32,181 Current portion of long-term debt 917 938 Deferred tax liability - current -- 6,963 ---------------- ---------------- Total current liabilities 78,555 97,776 NONCURRENT LIABILITIES: Long-term debt, net of current portion 5,942 18,467 Noncurrent lease obligations 30,318 30,902 Deferred tax liability - noncurrent 1,753 1,820 Other noncurrent liabilities 938 939 ---------------- ---------------- Total liabilities 117,506 149,904 ---------------- ---------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock 124 126 Additional paid-in capital 67,594 70,893 Retained earnings 51,664 63,740 ---------------- ---------------- 119,382 134,759 Treasury stock (5,058) (5,058 ) ---------------- ---------------- Total stockholders' equity 114,324 129,701 ---------------- ---------------- Total liabilities and stockholders' equity $ 231,830 $ 279,605 ================ ================ Note: The foregoing unaudited Condensed Consolidated Balance Sheets are excerpts from our Condensed Consolidated Unaudited Financial Statements (for the six month and quarterly periods ended July 31, 2004 and July 30, 2005) and do not include the Notes, which are considered an integral part thereof. The Company expects to file the Condensed Consolidated Unaudited Financial Statements in its Quarterly Report on Form 10-Q, on or about September 6, 2005. The foregoing unaudited financial information should be read in conjunction with the Company's Form 10-Q for the quarterly period ended July 30, 2005, as well as the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2005. JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (In Thousands) (Unaudited) Six Months Ended ---------------------- July 31, July 30, 2004 2005 ------------- -------- (As Restated) Cash flows from operating activities: Net income $ 8,703 $12,076 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Increase (decrease) in deferred income taxes (771) 7,923 Depreciation and amortization 4,904 6,285 Loss on disposals of plant and equipment -- 24 Income tax benefit from exercise of stock options -- 2,702 Net increase in operating working capital (5,588) (30,629) ------------- -------- Net cash provided by (used in) operating activities 7,248 (1,619 ) ------------- -------- Cash flows from investing activities: Capital expenditures (9,404) (11,880) Proceeds from disposal of assets 851 -- ------------- -------- Net cash used in investing activities (8,553) (11,880) ------------- -------- Cash flows from financing activities: Borrowings under long-term Credit Agreement 44,173 42,379 Repayments under long-term Credit Agreement (41,760) (29,376) Repayment of other long-term debt (1,906) (457) Net proceeds from issuance of common stock 707 600 ------------- -------- Net cash provided by financing activities 1,214 13,146 ------------- -------- Net decrease in cash and cash equivalents (91) (353) Cash and cash equivalents - beginning of period 875 1,425 ------------- -------- Cash and cash equivalents - end of period $ 784 $ 1,072 ============= ======== Note: The foregoing unaudited Condensed Consolidated Statements of Cash Flows are excerpts from our Condensed Consolidated Unaudited Financial Statements (for the six month and quarterly periods ended July 31, 2004 and July 30, 2005) and do not include the Notes, which are considered an integral part thereof. The Company expects to file the Condensed Consolidated Unaudited Financial Statements in its Quarterly Report on Form 10-Q, on or about September 6, 2005. The foregoing unaudited financial information should be read in conjunction with the Company's Form 10-Q for the quarterly period ended July 30, 2005, as well as the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2005. CONTACT: JoS. A. Bank Clothiers, Inc. David E. Ullman, 410-239-5715 or Investor Relations Counsel: RJ Falkner and Company, Inc. R. Jerry Falkner, 800-377-9893 or E-commerce Address for JoS. A. Bank Clothiers, Inc.: www.josbank.com -----END PRIVACY-ENHANCED MESSAGE-----