Adjusted Earnings Per Share Increased
10.3% for the Quarter
Total Sales Up 10.9%; Comparable Brand
Sales Up 8.4%
Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company" or "Jos.
A. Bank") today announced that adjusted earnings per diluted share
were $.32 for the first quarter of fiscal 2014, representing a
10.3% increase compared to adjusted earnings per diluted share of
$.29 in the first quarter of fiscal 2013. Adjusted net income was
$9.0 million for the first quarter of fiscal 2014 compared to $8.1
million in the same period in fiscal year 2013.
R. Neal Black, President and CEO, said, "We are pleased to have
continued the positive trend of increases in adjusted earnings that
started in the second half of 2013. Comparable brand sales
increased by double digits in the first two months of the quarter
but then slowed after Easter resulting in a strong 8.4% increase
for the quarter. As we begin the second quarter, we had solid sales
again in fiscal May 2014 as we generated an estimated total sales
gain of approximately 7.7%. However, our gross profit margin rate
declined in May as we aggressively sold clearance goods left over
from spring 2013 and our sales and marketing expenses increased. We
are therefore cautious as we approach the critical Father's Day
selling period as we attempt to balance strong sales with the
appropriate amount of clearance markdowns and advertising
expenses."
The adjusted earnings per diluted share and adjusted net income
for the first quarter of fiscal year 2014 exclude expenses of
approximately $75.4 million, or $1.65 per diluted share, of
"Strategic Activity Costs," namely fees and expenses related to the
Company's strategic activities, including a) a $48.5 million
termination fee and expense reimbursement paid to the owner of
Eddie Bauer, b) legal and professional fees and expenses incurred
in connection with various merger and acquisition activities and c)
incremental incentive compensation related to the merger
transaction with Men's Wearhouse. After deducting the $75.4 million
of Strategic Activity Costs, GAAP net (loss) was ($37.1) million or
($1.33) per diluted share for the first quarter of fiscal year
2014. GAAP net income in the first quarter of fiscal 2013 was $8.1
million or $.29 per diluted share as there were no adjustments to
income in this period.
The first quarter of fiscal 2014 ended on May 3, 2014. The first
quarter of fiscal 2013 ended on May 4, 2013. Fiscal May 2014 ended
on May 31, 2014. The estimated financial results for fiscal May
2014 presented above are preliminary and are still subject to the
internal completion of financial closing and review procedures.
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 639 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, Md., 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 and adjusted
net income, which are non-GAAP financial measures. Jos. A. Bank
believes presentation of these non-GAAP financial measures are
useful to investors in connection with their financial analysis as
it is more indicative of the Company's operations. 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 third
paragraph of this press release.
ADDITIONAL INFORMATION
On January 6, 2014, Java Corp. ("Purchaser"), a wholly owned
subsidiary of The Men's Wearhouse, Inc. ("Men's Wearhouse"),
commenced a cash tender offer for all outstanding shares of common
stock of Jos. A. Bank not already owned by Men's Wearhouse or any
of its subsidiaries, subject to the terms and conditions set forth
in the Second Amended and Restated Offer to Purchase dated as of
March 20, 2014 (the "Offer to Purchase"). The purchase price to be
paid upon the successful closing of the cash tender offer is $65.00
net per share in cash, without interest and less any required
withholding tax, subject to the terms and conditions in the Offer
to Purchase and the related letter of transmittal that accompanies
the Offer to Purchase. The tender offer is scheduled to expire at
5:00 p.m. New York City time, on June 19, 2014, unless
extended.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
is for informational purposes only. The tender offer is not
being made to, nor will tenders be accepted from, or on behalf of,
holders of shares in any jurisdiction in which the making of the
tender offer or the acceptance thereof would not comply with the
laws of that jurisdiction. The tender offer is being made
pursuant to a tender offer statement on Schedule TO (including the
Offer to Purchase, a related letter of transmittal and other offer
materials) filed by Men's Wearhouse and the Purchaser with the U.S.
Securities and Exchange Commission ("SEC") on January 6, 2014, as
amended from time to time. INVESTORS AND SECURITY HOLDERS OF JOS.
A. BANK ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER. Investors and security holders
can obtain free copies of these documents and other documents filed
with the SEC by Jos. A. Bank through the web site maintained by the
SEC at http://www.sec.gov. The Offer to Purchase, related
letter of transmittal and other offering documents may also be
obtained for free by contacting the Information Agent for the
tender offer, MacKenzie Partners, Inc., at 212-929-5500 or
toll-free at 800-322-2885.
This press release contains forward-looking
information. Forward-looking statements are not guarantees of
future performance and a variety of factors could cause actual
results to differ materially from the anticipated or expected
results expressed in or suggested by these forward-looking
statements. These forward-looking statements may be
significantly impacted by various factors, including, but not
limited to: actions by governmental entities; domestic and
international economic activity and inflation; success, or lack
thereof, in executing our internal operating plans and new store
and new market expansion plans, including successful integration of
acquisitions; performance issues with key suppliers; disruption in
buying trends due to homeland security concerns; severe weather;
foreign currency fluctuations; government export and import
policies; aggressive advertising or marketing activities of
competitors; and legal proceedings. Future results will also be
dependent upon our ability to continue to identify and complete
successful expansions and penetrations into existing and new
markets and our ability to integrate such expansions with our
existing operations. Additionally, interim period sales are
not necessarily indicative of sales expected for the full quarter.
Furthermore, sales are just one component of earnings and no
projection of earnings should be inferred from any discussion of
interim period sales or other information in this release.
These forward-looking statements are based upon management's
current beliefs or expectations and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies and third-party approvals, many of which are beyond
our control. The following factors, among others, could cause
actual results to differ materially from those expressed or implied
in the forward-looking statements: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Agreement and Plan of Merger by and among Men's
Wearhouse, the Purchaser and Jos. A. Bank; (2) the failure to
consummate the acquisition of Jos. A. Bank for reasons including
that the conditions to Men's Wearhouse's offer to purchase all
outstanding shares of Jos. A. Bank's common stock, including the
condition that a minimum number of shares be tendered and not
withdrawn, are not satisfied or waived by Men's Wearhouse; (3) the
possibility that the expected benefits from the proposed
transaction will not be realized within the anticipated time
period; (4) the risks related to the costs and difficulties related
to the integration of Jos. A. Bank's business and operations with
Men's Wearhouse's business and operations; (5) the inability to
obtain, or delays in obtaining, cost savings and synergies from the
transaction; (6) unexpected costs, charges or expenses resulting
from the transaction; (7) litigation relating to the transaction;
(8) the inability to retain key personnel; and (9) the possible
disruption that may be caused by the transaction to the business
and operations of Men's Wearhouse and its relationships with
customers, employees and other third parties.
The forward-looking statements in this press release speak only
as of the date hereof. Except for the ongoing obligations of Jos.
A. Bank to disclose material information under the federal
securities laws, Jos. A. Bank undertakes no obligation to revise or
update publicly any forward-looking statement, except as required
by law. Other factors that may impact the forward-looking
statements are described in Jos. A. Bank's Annual Report on Form
10-K for the fiscal year ended February 1, 2014, as amended, and
Quarterly Report on Form 10-Q for the first quarter of fiscal year
2014. For additional information on Jos. A. Bank, please visit
www.josabank.com.
CONTACT: JoS. A. Bank Clothiers, Inc.,
Hampstead, Md. |
David E. Ullman |
EVP/CFO |
410-239-5715 |
or Investor Relations Information Request
Website
(http://phx.corporate-ir.net/phoenix.zhtml?c=113815&p=irol-inforeq), |
or Investor Relations Voicemail,
410-239-5900 |
E-commerce Address for JoS. A. Bank
Clothiers, Inc.: |
www.josbank.com |
|
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. AND SUBSIDIARIES |
Condensed Consolidated
Statements of Income |
(Unaudited) |
|
|
|
|
Three
Months Ended |
|
May 4,
2013 |
May 3,
2014 |
|
(In thousands, except
per share information) |
Net sales |
$ 196,055 |
$ 217,422 |
Cost of goods sold |
76,869 |
85,552 |
Gross profit |
119,186 |
131,870 |
Operating expenses: |
|
|
Sales and marketing, including
occupancy costs |
88,701 |
96,921 |
General and administrative |
17,532 |
20,264 |
Strategic activity costs |
— |
75,390 |
Total operating expenses |
106,233 |
192,575 |
Operating income |
12,953 |
(60,705) |
Other income (expense): |
|
|
Interest income |
171 |
61 |
Interest expense |
(5) |
(11) |
Total other income (expense) |
166 |
50 |
Income before provision for income taxes |
13,119 |
(60,655) |
Provision (benefit) for income taxes |
5,031 |
(23,518) |
Net income |
$ 8,088 |
$ (37,137) |
Per share information: |
|
|
Earnings per share: |
|
|
Basic |
$ 0.29 |
$ (1.33) |
Diluted |
$ 0.29 |
$ (1.33) |
Weighted average shares outstanding: |
|
|
Basic |
27,965 |
27,992 |
Diluted |
28,047 |
27,992 |
|
|
|
Note: The foregoing unaudited
Consolidated Statements of Income are excerpts from our unaudited
Consolidated Financial Statements for the three months ended
May 4, 2013 and May 3, 2014 and do not include the Notes, which are
considered an integral part thereof. The foregoing unaudited
financial information should be read in conjunction with the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended May 3, 2014, which was filed with the Securities and Exchange
Commission on June 6, 2014. |
|
|
|
|
|
|
JOS. A. BANK CLOTHIERS,
INC. AND SUBSIDIARIES |
Condensed Consolidated
Balance Sheets |
(Unaudited) |
|
|
|
|
February 1,
2014 |
May 3,
2014 |
|
(In
thousands) |
ASSETS |
|
|
CURRENT ASSETS: |
|
|
Cash and cash equivalents |
$ 305,531 |
$ 338,420 |
Short-term investments |
139,969 |
— |
Accounts receivable, net |
13,592 |
18,278 |
Inventories: |
|
|
Finished
goods |
295,889 |
319,056 |
Raw
materials |
8,433 |
11,194 |
Total
inventories |
304,322 |
330,250 |
Prepaid expenses and other
current assets |
23,060 |
28,891 |
Deferred tax asset -
current |
— |
25,406 |
Total current
assets |
786,474 |
741,245 |
NONCURRENT ASSETS: |
|
|
Property, plant and equipment,
net |
148,966 |
150,980 |
Other noncurrent assets |
298 |
278 |
Total assets |
$ 935,738 |
$ 892,503 |
LIABILITIES AND STOCKHOLDERS'
EQUITY |
|
|
CURRENT LIABILITIES: |
|
|
Accounts payable |
$ 32,946 |
$ 47,696 |
Accrued expenses |
115,023 |
98,137 |
Deferred tax liability —
current |
1,819 |
— |
Total current
liabilities |
149,788 |
145,833 |
NONCURRENT LIABILITIES: |
|
|
Deferred rent |
41,296 |
40,469 |
Deferred tax liability —
noncurrent |
11,158 |
9,463 |
Other noncurrent
liabilities |
1,412 |
1,360 |
Total
liabilities |
203,654 |
197,125 |
COMMITMENTS AND CONTINGENCIES |
|
|
STOCKHOLDERS' EQUITY: |
|
|
Preferred Stock |
— |
— |
Common stock |
279 |
279 |
Additional paid-in capital |
95,825 |
96,256 |
Retained earnings |
636,044 |
598,906 |
Accumulated other comprehensive
income (loss) |
(64) |
(63) |
Total
stockholders' equity |
732,084 |
695,378 |
Total liabilities
and stockholders' equity |
$ 935,738 |
$ 892,503 |
|
|
|
Note: The foregoing unaudited
Consolidated Balance Sheets are excerpts from our Consolidated
Financial Statements (as of February 1, 2014 and as of May 3, 2014)
and do not include the Notes, which are an integral part
thereof. The foregoing financial information should be read in
conjunction with the Company's Quarterly Report on Form 10-Q for
the quarterly period ended May 3, 2014 and the Annual Report on
Form 10-K for the fiscal year ended February 1, 2014, which were
filed with the Securities and Exchange Commission on June 6, 2014
and April 2, 2014, respectively. |
|
|
|
|
|
|
JOS. A. BANK CLOTHIERS,
INC. AND SUBSIDIARIES |
Condensed Consolidated
Statements of Cash Flows |
(Unaudited) |
|
|
|
|
Three
Months Ended |
|
May 4,
2013 |
May 3,
2014 |
|
(In
thousands) |
Cash flows from operating activities: |
|
|
Net income |
$ 8,088 |
$ (37,137) |
Adjustments to reconcile net income to net
cash (used in) operating activities: |
|
|
Depreciation and
amortization |
7,493 |
7,401 |
Loss on disposals of property,
plant and equipment |
28 |
45 |
Non-cash equity
compensation |
510 |
690 |
Deferred taxes |
(542) |
(28,920) |
Net (increase) in
operating working capital and other components |
(65,860) |
(43,075) |
Net cash
(used in) operating activities |
(50,283) |
(100,996) |
Cash flows from investing activities: |
|
|
Capital expenditures |
(5,895) |
(5,825) |
Proceeds from maturities of
short-term investments |
140,915 |
139,969 |
Payments to acquire short-term
investments |
(124,934) |
— |
Net cash
provided by investing activities |
10,086 |
134,144 |
Cash flows from financing activities: |
|
|
Income tax benefit (detriment)
from equity compensation plans |
(40) |
90 |
Net proceeds from issuance of
common stock |
— |
— |
Tax payments related to equity
compensation plans |
(173) |
(349) |
Net cash
(used in) financing activities |
(213) |
(259) |
Net (decrease) in cash and cash
equivalents |
(40,410) |
32,889 |
Cash and cash equivalents — beginning of
period |
71,288 |
305,531 |
Cash and cash equivalents — end of
period |
$ 30,878 |
$ 338,420 |
|
|
|
Note: The foregoing unaudited
Consolidated Statements of Cash Flows are excerpts from our
unaudited Consolidated Financial Statements for the three months
ended May 4, 2013 and May 3, 2014 and do not include the Notes,
which are considered an integral part thereof. The foregoing
unaudited financial information should be read in conjunction with
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended May 3, 2014, which was filed with the Securities and
Exchange Commission on June 6, 2014. |
|
|
|
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