-----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, Vt87YVixsV2Vl3PRrJgGhR1GMd3byvSM4FjllEphrxR1GdhLPRyQtrb39G1Y6u9m oMIfJjvhkdAxIEwsP6QAmQ== 0001157523-06-011964.txt : 20061207 0001157523-06-011964.hdr.sgml : 20061207 20061207060240 ACCESSION NUMBER: 0001157523-06-011964 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061207 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061207 DATE AS OF CHANGE: 20061207 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: 061261270 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 8-K 1 a5289387.txt JOS. A. BANK CLOTHIERS 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): December 7, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On December 7, 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 three and nine months ended October 28, 2006. A copy of the Press Release is attached as Exhibit 99.1. This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description - -------- ----------- 99.1 Press Release dated December 7, 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: December 7, 2006 2 EXHIBIT INDEX Exhibit Number Description - -------- ----------- 99.1 Press Release dated December 7, 2006 3 EX-99.1 2 a5289387ex991.txt JOS. A. BANK CLOTHIERS EXHIBIT 99.1 Exhibit 99.1 JoS. A. Bank Clothiers Posts Record Third Quarter Earnings Per Share, with Increase of 15% HAMPSTEAD, Md.--(BUSINESS WIRE)--Dec. 7, 2006--JoS. A. Bank Clothiers, Inc. (Nasdaq Global Select Market: "JOSB") announces net income of $5.5 million for the fiscal third quarter ended October 28, 2006, as compared with net income of $4.7 million in the third quarter of the previous fiscal year. Diluted earnings per share increased 15% to $0.30 in the third quarter of fiscal 2006, as compared with $0.26 in the third quarter of fiscal 2005. Comparing the fiscal nine months ended October 28, 2006 with the comparable prior year period, net income increased to $18.3 million from $16.7 million; and diluted earnings per share rose 8% to $1.00 from $0.93. A conference call to discuss this earnings press release is scheduled for today, December 7, 2006, at 11:00 a.m. Eastern Time. To participate in the call today, please dial (USA) 800-288-8976 or (International) 612-332-0932, at least five minutes before 11:00 a.m. Eastern Time. A replay of the conference call will be available after 2:30 p.m. Eastern Time today until 11:59 p.m. on December 14, 2006, by dialing (USA) 800-475-6701 or (International) 320-365-3844. The access code for the replay will be 850674. In addition, a webcast replay of the conference call will be posted on the investor relations section of our website: www.josbank.com (select 'Company Information' and 'Investor Relations'). Comparing the third fiscal quarter ended October 28, 2006 with the comparable prior year period, total sales increased 13.1% to $119.5 million from $105.6 million; comparable store sales increased 2.3%; and combined catalog and Internet sales increased 21.4%. Comparing the fiscal nine months ended October 28, 2006 with the comparable prior year period, total sales increased 17.1% to $352.3 million from $300.8 million; comparable store sales increased 5.6%; and combined catalog and Internet sales increased 21.6%. 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. 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 371 stores in 42 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 Global Select 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 anticipated 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, higher energy and security costs, 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, fashion 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, litigations 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 and the Company's subsequent Quarterly Reports on Form 10-Q filed through the date hereof. 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 or 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) (Unaudited) Three Months Ended Nine Months Ended ----------------------- ----------------------- October 29, October 28, October 29, October 28, 2005 2006 2005 2006 ----------- ----------- ----------- ----------- Net sales $ 105,639 $ 119,511 $ 300,802 $ 352,274 Cost of goods sold 42,167 47,057 115,539 135,770 ----------- ----------- ----------- ----------- Gross Profit 63,472 72,454 185,263 216,504 ----------- ----------- ----------- ----------- Operating expenses: Sales and marketing 43,294 50,620 123,728 147,133 General and administrative 11,468 12,599 31,487 37,254 Store opening costs 164 176 323 324 ----------- ----------- ----------- ----------- Total operating expenses 54,926 63,395 155,538 184,711 ----------- ----------- ----------- ----------- Operating income 8,546 9,059 29,725 31,793 Interest expense, net 637 418 1,302 986 ----------- ----------- ----------- ----------- Income before provision for income taxes 7,909 8,641 28,423 30,807 Provision for income taxes 3,257 3,133 11,695 12,465 ----------- ----------- ----------- ----------- Net income $ 4,652 $ 5,508 $ 16,728 $ 18,342 =========== =========== =========== =========== Earnings per share: Net income per share: Basic $ 0.27 $ 0.31 $ 0.99 $ 1.02 Diluted $ 0.26 $ 0.30 $ 0.93 $ 1.00 Weighted average shares outstanding: Basic 17,101 18,016 16,966 17,967 Diluted 18,075 18,330 17,993 18,339 Note: The foregoing unaudited Condensed Consolidated Statements of Income are excerpts from our Condensed Consolidated Unaudited Financial Statements (for the three months and nine months ended October 29, 2005 and October 28, 2006) 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 December 7, 2006. The foregoing unaudited financial information should be read in conjunction with the Company's Form 10-Q for the quarterly period ended October 28, 2006, as well as the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2006. JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In Thousands) (Unaudited) January 28, 2006 October 28, 2006 ---------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 7,344 $ 1,554 Accounts receivable, net 6,455 9,056 Inventories: Raw materials 7,574 8,012 Finished goods 169,068 194,625 ---------------- ---------------- Total inventories 176,642 202,637 Prepaid expenses and other current assets 12,852 14,955 Prepaid income taxes - 1,444 ---------------- ---------------- Total current assets 203,293 229,646 ---------------- ---------------- NONCURRENT ASSETS: Property, plant and equipment, net 100,973 113,551 Other noncurrent assets 566 606 ---------------- ---------------- Total assets $ 304,832 $ 343,803 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 42,678 $ 34,289 Accrued expenses 52,480 51,067 Current portion of long-term debt 971 1,020 Deferred tax liability - current 10,954 8,836 ---------------- ---------------- Total current liabilities 107,083 95,212 NONCURRENT LIABILITIES: Long-term debt, net of current portion 4,826 21,117 Noncurrent lease obligations 35,007 39,386 Deferred tax liability - noncurrent 2,697 3,285 Other noncurrent liabilities 1,419 1,204 ---------------- ---------------- Total liabilities 151,032 160,204 ---------------- ---------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock 173 179 Additional paid-in capital 66,757 78,208 Retained earnings 86,870 105,212 ---------------- ---------------- Total stockholders' equity 153,800 183,599 ---------------- ---------------- Total liabilities and stockholders' equity $ 304,832 $ 343,803 ================ ================ Note: The foregoing unaudited Condensed Consolidated Balance Sheets are excerpts from our Condensed Consolidated Unaudited Financial Statements (as of January 28, 2006 and as of October 28, 2006) 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 December 7, 2006. The foregoing unaudited financial information should be read in conjunction with the Company's Form 10-Q for the quarterly period ended October 28, 2006, as well as the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2006. JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (In Thousands) (Unaudited) Nine Months Ended --------------------------------- October 29, 2005 October 28, 2006 ---------------- ---------------- Cash flows from operating activities: Net income $ 16,728 $ 18,342 Adjustments to reconcile net income to net cash used in operating activities: Increase (decrease) in deferred income taxes 7,672 (1,530) Depreciation and amortization 9,460 11,603 Loss on disposals of plant and equipment 24 30 Income tax benefit from exercise of stock options 3,749 - Net increase in operating working capital and other components (64,636) (41,710) ---------------- ---------------- Net cash used in operating activities (27,003) (13,265) ---------------- ---------------- Cash flows from investing activities: Capital expenditures (18,056) (20,322) ---------------- ---------------- Net cash used in investing activities (18,056) (20,322) ---------------- ---------------- Cash flows from financing activities: Borrowings under long-term Credit Agreement 92,731 85,253 Repayments under long-term Credit Agreement (48,186) (68,595) Income tax benefit from exercise of stock options -- 4,371 Proceeds from issuance of long- term debt -- 400 Repayment of other long-term debt (678) (718) Net proceeds from exercise of stock options 1,299 7,086 ---------------- ---------------- Net cash provided by financing activities 45,166 27,797 ---------------- ---------------- Net increase (decrease) in cash and cash equivalents 107 (5,790) Cash and cash equivalents - beginning of period 1,425 7,344 ---------------- ---------------- Cash and cash equivalents - end of period $ 1,532 $ 1,554 ================ ================ Note: The foregoing unaudited Condensed Consolidated Statements of Cash Flows are excerpts from our Condensed Consolidated Unaudited Financial Statements (for the nine months ended October 29, 2005 and October 28, 2006) 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 December 7, 2006. The foregoing unaudited financial information should be read in conjunction with the Company's Form 10-Q for the quarterly period ended October 28, 2006, as well as the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 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-----