JoS. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company") today
announced that adjusted earnings for the fourth quarter of fiscal
2013 are expected to be approximately $1.04 to $1.10 per diluted
share, compared to $.98 adjusted earnings per diluted share in the
fourth quarter of fiscal 2012.
The adjusted earnings for the fourth quarter of fiscal year 2013
exclude expenses of approximately $.04 per diluted share for legal
and other professional services related to the Company's
acquisition proposal for The Men's Wearhouse, Inc. and other
strategic activity, and approximately $.03 per diluted share for
estimated non-cash asset impairment charges. Including these
adjustments, GAAP earnings for the fourth quarter of fiscal year
2013 are expected to be approximately $.97 to $1.02 per diluted
share. The fourth quarter 2012 adjusted earnings of $.98 per
diluted share exclude approximately $.02 per diluted share for
non-cash asset impairment charges and approximately $.05 per
diluted share for the estimated positive impact of the 14th week in
2012. Including these adjustments, GAAP earnings for the fourth
quarter of fiscal 2012 were $1.01 per diluted share. The
13-week fourth quarter of fiscal year 2013 ended February 1, 2014;
the 14-week fourth quarter of fiscal year 2012 ended February 2,
2013.
"We are pleased that throughout the critical holiday selling
season our business was robust, as the quality of our merchandise
and strength of our assortments resonated strongly with our
customers. This resulted in a combined comparable brand sales
(combined stores and internet sales) gain of 9.1% during the period
of November 3rd through December 24th, and an increase in
merchandise gross margins of approximately 60 basis points for the
same period," stated R. Neal Black, President and
CEO. "Unfortunately, our post-Christmas clearance sales
started slowly and then the snow storms and nationwide deep freeze
significantly impacted our business in the final days of December
and the first week of January. In spite of that, total comparable
brand sales for the 13 week 4th quarter of 2013 versus the
comparable period of 2012 were up 1.8% and total sales were up 4.7%
during the same period. Total sales for the 13 weeks of the
2013 4th quarter versus the 14 weeks of the 2012 4th quarter were
up .4%."
Mr. Black continued, "In order to drive business in the
post-holiday period, we accelerated our promotional efforts, which
allowed us to improve our sales trend as the quarter
ended. These efforts, however, more than offset the gross
margin gains we had achieved going into Christmas. That said,
we are realizing the benefits of the new promotional marketing
strategies we have implemented, which resulted in continued
improvement in our marketing efficiency again in the fourth
quarter. Additionally, the non-promotional portion of our business
continues to perform well, with ongoing increases in
sales."
Mr. Black concluded, "Looking ahead, we are focused on
continuing to improve our sales trend and returning to our peak
levels of profit performance. We feel confident that the strategies
we have in place to drive this growth over the near and longer term
will enable us to achieve these goals."
The Company noted that actual results for the fourth quarter of
fiscal 2013 will depend on, among other things, adjustments that
may arise from the normal quarter-end processing.
In a separate press release issued this morning, Jos. A. Bank
announced that it has signed a definitive agreement to acquire
Everest Holdings LLC, parent company of the Eddie Bauer brand, a
transaction that will enable the Company to drive significant
growth and value creation. In conjunction with the
transaction, the Company also announced that it will promptly
commence a self-tender offer to acquire up to 4.6 million of its
common shares, or 16.4% of its outstanding shares, at a price of
$65 per share, or an aggregate of up to $300 million. The
self-tender offer is conditioned on, and would close promptly
following completion of, the Eddie Bauer acquisition.
Jos. A. Bank Clothiers, Inc., established in 1905, is one of the
nation's leading designers, manufacturers and retailers of men's
classically-styled tailored and casual clothing, sportswear,
footwear and accessories. The Company sells its full product line
through 629 stores in 44 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,
Maryland, and its common stock is listed on the NASDAQ Global
Select Market under the symbol "JOSB."
Non-GAAP Measurements
This press release includes non-GAAP financial measures. Jos. A.
Bank is presenting adjusted earnings per diluted share which is a
non-GAAP financial measure. Jos. A. Bank believes presentation of
these non-GAAP financial measures is (i) helpful to management in
evaluating the proposed transaction and (ii) useful to investors in
connection with their financial analysis. Non-GAAP financial
measures should be viewed in addition to, and not as an alternative
for, Jos. A. Bank's results prepared in accordance with GAAP. For a
description of how Jos. A. Bank reconciles these non-GAAP financial
measures to GAAP earnings, please see the second paragraph of this
press release.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements and
information about our current and future prospects and our
operations and financial results, which are based on currently
available information. The forward-looking statements include
assumptions about our operations, such as cost control, market
conditions, liquidity and financial condition. These statements
also include assumptions about the proposed acquisition of Everest
Holdings LLC by Jos. A. Bank through an acquisition (including its
disadvantages, potential synergies, results, effects and timing)
that may or may not be realized.
Risks and uncertainties that may affect our business or future
financial results include, among others, risks associated with
domestic and international economic activity, weather, public
health and other factors affecting consumer spending (including
negative changes to consumer confidence and other recessionary
pressures), higher energy and security costs, the successful
implementation of our growth strategy (including our ability to
finance our 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) and other
production inputs (such as labor costs), seasonality, merchandise
trends and changing consumer preferences, the effectiveness of our
marketing programs (including compliance with relevant legal
requirements), the availability of suitable lease sites for new
stores, doing business on an international basis, the ability to
source product from our global supplier base, legal and regulatory
matters and other competitive factors.
Additional factors that could cause future results or events to
differ from those we expect are those risks discussed under Item
1A, "Risk Factors," in the Jos. A. Bank Annual Report on Form 10-K
for the fiscal year ended February 2, 2013, the Jos. A. Bank
Quarterly Report on Form 10-Q for the quarter ended May 4, 2013,
the Jos. A. Bank Quarterly Report on Form 10-Q for the quarter
ended August 3, 2013, the Jos. A. Bank Quarterly Report on Form
10-Q for the quarter ended November 2, 2013 and other reports filed
by Jos. A. Bank with the Securities and Exchange Commission (SEC).
Please read our "Risk Factors" and other cautionary statements
contained in these filings. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new
information, the occurrence of certain events or otherwise, except
to the extent required by applicable law, including the
requirements of Rule 14d-9(c) under the Securities and Exchange Act
of 1934, as amended, and Schedule 14D-9. As a result of these risks
and others, actual results could vary significantly from those
anticipated in this press release, and our financial condition and
results of operations could be materially adversely affected.
ADDITIONAL INFORMATION
The issuer tender offer referred to herein has not yet
commenced, and this press release is neither an offer to purchase
nor a solicitation of an offer to sell securities. If and when the
tender offer is commenced, Jos. A. Bank will file with the SEC a
tender offer statement. INVESTORS AND STOCKHOLDERS ARE URGED TO
READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) CAREFULLY
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders may obtain free copies of
the tender offer statement and other documents (when available)
filed with the SEC by Jos. A. Bank free of charge through the
website maintained by the SEC at www.sec.gov. In addition, the
tender offer statement may be obtained from Jos. A. Bank free of
charge by directing a request to Jos. A. Bank's Investor Relations
Department, Jos. A. Bank Clothiers, Inc., 500 Hanover Pike,
Hampstead, MD 21074, 410.239.5900.
This press release does not constitute an offer to buy or
solicitation of an offer to sell any securities. In response to the
tender offer for the shares of Jos. A. Bank commenced by The Men's
Wearhouse, Inc. and Java Corp., Jos. A. Bank has filed a
solicitation/recommendation statement on Schedule 14D-9 with the
U.S. Securities and Exchange Commission ("SEC"). Any
solicitation/recommendation statement filed by Jos. A. Bank that is
required to be mailed to stockholders will be mailed to
stockholders of Jos. A. Bank. INVESTORS AND STOCKHOLDERS OF JOS. A.
BANK ARE URGED TO READ THE SOLICITATION / RECOMMENDATION STATEMENT
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain free copies of the
solicitation/recommendation statement and other documents (when
available) filed with the SEC by Jos. A. Bank free of charge
through the website maintained by the SEC at www.sec.gov. In
addition, the solicitation/recommendation statement and other
materials related to Men's Wearhouse's unsolicited proposal may be
obtained from Jos. A. Bank free of charge by directing a request to
Jos. A. Bank's Investor Relations Department, Jos. A. Bank
Clothiers, Inc., 500 Hanover Pike, Hampstead, MD 21074,
410.239.5900.
INVESTOR RELATIONS CONTACT: David E. Ullman Executive Vice
President/Chief Financial Officer 410-239-5715
or Investor Relations Information Request Website
(http://phx.corporate-ir.net/phoenix.zhtml?c=113815&p=irol-IRHome)
or Investor Relations Voicemail, 410-239-5900
MEDIA CONTACT: Thomas Davies/Molly Morse Kekst and Company
212-521-4873/212-521-4826 thomas-davies@kekst.com
molly-morse@kekst.com
E-commerce Address for JoS. A. Bank Clothiers, Inc.:
www.josbank.com
JoS. A. Bank Clothiers, Inc.
Jos. A. Bank Clothiers (NASDAQ:JOSB)
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