-----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, RDSJKUaLonDFY8at6WgJMF39NNJvPG2FMTqQadmWbEm3U9ExCXuAiyPTtON9FgXd hjX4inaGPv1qIcGLvJe1wQ== 0001157523-06-003551.txt : 20060412 0001157523-06-003551.hdr.sgml : 20060412 20060412142204 ACCESSION NUMBER: 0001157523-06-003551 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060412 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060412 DATE AS OF CHANGE: 20060412 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: 06755611 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 8-K 1 a5123341.txt JOS. A. BANK CLOTHIERS, INC. 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2006 JoS. A. Bank Clothiers, Inc. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 500 Hanover Pike 21074 Hampstead, Maryland (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (410) 239-2700 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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 8.01 OTHER EVENTS On April 12, 2006, 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 year ended January 28, 2006 (fiscal 2005). A copy of the Press Release is attached as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description - ------- ----------- 99.1 Press Release dated April 12, 2006 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: April 12, 2006 2 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release dated April 12, 2006 3 EX-99.1 2 a5123341-ex991.txt EXHIBIT 99.1 Exhibit 99.1 JoS. A. Bank Clothiers Reports 2005 Results; Net Income Increases 44% in Fiscal 2005 HAMPSTEAD, Md.--(BUSINESS WIRE)--April 12, 2006--JoS. A. Bank Clothiers, Inc. (Nasdaq National Market:JOSB) announces today results for its fiscal year ended January 28, 2006 (fiscal 2005). The Company's results reflect: a) net income for fiscal 2005 increased 44% to $35.3 million, as compared with net income of $24.5 million for the fiscal year ended January 29, 2005 (fiscal 2004); and b) earnings per share for fiscal 2005 increased 41% to $1.95 (adjusted for stock dividend), as compared with fiscal 2004 earnings per share of $1.38 (adjusted for stock dividend), representing another year of record earnings. All earnings per share amounts in this news release represent diluted earnings per share adjusted for the 25% stock dividend that the Company announced on December 14, 2005, under which shareholders of record as of January 27, 2006 received one additional share of common stock for each four shares then owned. The stock dividend was distributed on February 15, 2006. The Company previously reported record sales for the fiscal fourth quarter and fiscal 2005. Total sales for the fiscal fourth quarter of 2005 increased 28.1% to $163.8 million, as compared with sales of $127.9 million in the same prior year period. Total sales for fiscal 2005 increased 24.7% to $464.6 million, as compared with sales of $372.5 million in the prior fiscal year. Comparable store sales rose 15.9% in the fiscal fourth quarter and 10.6% in fiscal 2005, while combined catalog and internet sales increased 18.9% and 21.7% in the fiscal fourth quarter and fiscal 2005, respectively. A conference call to discuss this earnings press release will be held tomorrow, Thursday, April 13, 2006 at 11:00 a.m. Eastern Time (ET). To participate in the call please dial (USA) 877-209-0397 or (International) 612-332-0530 at least five minutes before 11:00 a.m. ET. A replay of the conference call will be available until April 20, 2006 at 11:59 p.m. ET by dialing (USA) 800-475-6701 or (International) 320-365-3844. The access code for the replay will be 825372. 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 328 stores in 40 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 successful implementation of the Company's growth strategy including the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the effectiveness and profitability of new concepts, the market price of key raw materials such as wool and cotton, seasonality, merchandise trends and changing consumer preferences, the effectiveness of the Company's marketing programs, the 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 28, 2006. 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. The Company does not undertake an obligation to update or revise any forward-looking statements to reflect actual results or changes in the Company's assumptions, estimates and projections. 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) Fiscal Fourth Quarter Fiscal Year --------------------- ------------------- 2004 2005 2004 2005 ---------- ---------- --------- --------- NET SALES $ 127,943 $ 163,831 $372,500 $464,633 Cost of goods sold 49,803 61,467 147,674 177,006 ---------- ---------- --------- --------- GROSS PROFIT 78,140 102,364 224,826 287,627 ---------- ---------- --------- --------- OPERATING EXPENSES: Sales and marketing 46,042 55,558 143,586 179,201 General and administrative 10,730 14,443 38,003 45,930 Store opening costs 338 293 1,184 701 ---------- ---------- --------- --------- Total operating expenses 57,110 70,294 182,773 225,832 ---------- ---------- --------- --------- OPERATING INCOME 21,030 32,070 42,053 61,795 Interest expense, net 333 492 1,696 1,794 ---------- ---------- --------- --------- Income before provision for income taxes 20,697 31,578 40,357 60,001 Provision for income taxes 8,121 13,056 15,876 24,751 ---------- ---------- --------- --------- NET INCOME $ 12,576 $ 18,522 $ 24,481 $ 35,250 ========== ========== ========= ========= EARNINGS PER SHARE: Net income: Basic $ 0.75 $ 1.08 $ 1.47 $ 2.07 Diluted $ 0.71 $ 1.02 $ 1.38 $ 1.95 Weighted average shares outstanding: Basic 16,756 17,182 16,680 17,021 Diluted 17,789 18,147 17,789 18,031 Note: The foregoing Condensed Consolidated Statements of Income are excerpts from our Consolidated Financial Statements and do not include the Notes, which are considered an integral part thereof. The Company filed the Consolidated Financial Statements in its Annual Report on Form 10-K, on April 12, 2006. The foregoing financial information should be read in conjunction with the Company's Form 10-K for the fiscal year ended January 28, 2006. JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In Thousands) January 29, 2005 January 28, 2006 ---------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,425 $ 7,344 Accounts receivable, net 4,798 6,455 Inventories, net 127,693 176,642 Prepaid expenses and other current assets 11,892 12,852 Deferred income taxes 2,367 -- ---------------- ---------------- Total current assets 148,175 203,293 ---------------- ---------------- NONCURRENT ASSETS: Property, plant and equipment, net 83,621 100,973 Other noncurrent assets 1,508 566 ---------------- ---------------- Total assets $ 233,304 $ 304,832 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 40,133 $ 42,678 Accrued expenses 37,505 52,480 Current portion of long-term debt 917 971 Deferred tax liability - current -- 10,954 ---------------- ---------------- Total current liabilities 78,555 107,083 NONCURRENT LIABILITIES: Long-term debt, net of current portion 5,942 4,826 Noncurrent lease obligations 30,318 35,007 Noncurrent deferred tax liability 3,227 2,697 Other noncurrent liabilities 938 1,419 ---------------- ---------------- Total liabilities 118,980 151,032 ---------------- ---------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, $1.00 par, 500,000 shares authorized, none issued or outstanding - - Common stock, $.01 par, 20,000,000 shares authorized, 19,417,125 issued and 16,825,370 outstanding at January 29, 2005 and 17,283,804 issued and outstanding at January 28, 2006 124 173 Additional paid-in capital 67,594 66,757 Retained earnings 51,664 86,870 ---------------- ---------------- 119,382 153,800 Treasury stock (5,058) -- ---------------- ---------------- Total stockholders' equity 114,324 153,800 ---------------- ---------------- Total liabilities and stockholders' equity $ 233,304 $ 304,832 ================ ================ Note: The foregoing Condensed Consolidated Statements of Income are excerpts from our Consolidated Financial Statements and do not include the Notes, which are considered an integral part thereof. The Company filed the Consolidated Financial Statements in its Annual Report on Form 10-K, on April 12, 2006. The foregoing financial information should be read in conjunction with the Company's Form 10-K for the fiscal year ended January 28, 2006. JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (In Thousands) ----------------------- Fiscal 2004 Fiscal 2005 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 24,481 $ 35,250 Adjustments to reconcile net income to net cash provided by operating activities: Deferred tax expense 1,906 12,791 Depreciation and amortization 10,498 13,020 Loss on disposition of assets 4 31 Income tax benefit from exercise of non- qualified stock options 2,256 2,694 Changes in assets and liabilities: Increase in accounts receivable (597) (1,657) Increase in inventories (6,905) (48,949) Increase in prepaid expenses and other assets (1,569) (960) (Increase) decrease in non-current assets (273) 942 Increase in accounts payable 11,385 2,545 Increase in accrued expenses 263 16,149 Increase in noncurrent lease obligations 10,266 4,689 Increase (decrease) in other noncurrent liabilities (262) 481 ----------- ----------- Net cash provided by operating activities 51,453 37,026 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Payments for capital expenditures (29,939) (31,577) Proceeds from disposal of assets 907 -- ----------- ----------- Net cash used for investing activities (29,032) (31,577) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under revolving loan agreement 80,360 106,185 Repayment of borrowings under revolving loan agreement (100,947) (106,185) Repayment of other long-term debt (2,417) (1,062) Proceeds from issuance of common stock, net of fractional share repurchase 1,133 1,532 ----------- ----------- Net cash provided by (used in) financing activities (21,871) 470 ----------- ----------- Net increase (decrease) in cash and cash equivalents 550 5,919 CASH AND CASH EQUIVALENTS, beginning of year 875 1,425 ----------- ----------- CASH AND CASH EQUIVALENTS, end of year $ 1,425 $ 7,344 =========== =========== Note: The foregoing Condensed Consolidated Statements of Income are excerpts from our Consolidated Financial Statements and do not include the Notes, which are considered an integral part thereof. The Company filed the Consolidated Financial Statements in its Annual Report on Form 10-K, on April 12, 2006. The foregoing financial information should be read in conjunction with the Company's Form 10-K for the fiscal year ended January 28, 2006. CONTACT: JoS. A. Bank Clothiers, Inc., Hampstead, MD David E. Ullman, EVP/CFO, 410-239-5715 or Investor Relations Voicemail, 410-239-5900 E-commerce Address for JoS. A. Bank Clothiers, Inc.: www.josbank.com -----END PRIVACY-ENHANCED MESSAGE-----