Attached files
| file | filename |
|---|---|
| EX-99 - EXHIBIT 99.1 - JONES GROUP INC | exhibit99_1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-KCURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 20, 2011
THE JONES GROUP INC.
(Exact Name of registrant as specified in its charter)
|
Pennsylvania (State or Other Jurisdiction of Incorporation) |
1-10746 (Commission File Number) |
06-0935166 (IRS Employer Identification No.) |
| 1411 Broadway New York, New York 10018 (Address of principal executive offices) |
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| (212) 642-3860
(Registrant's telephone number, including area code) |
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| Not Applicable
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:
[ ] 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 January 20, 2010, The Jones Group Inc. (the "Company") issued a press release announcing preliminary 2010 fourth quarter and full year GAAP and adjusted results and other items, including an anticipated net loss for the 2010 fourth quarter, anticipated non-cash impairment charges to be recorded in the 2010 fourth quarter, as discussed under Item 2.06 below, and an anticipated year-end cash balance and an anticipated amount of cash provided by operating activities for 2010.
A copy of the press release is attached as Exhibit 99.1 to this report.
This information shall not be deemed "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.
The press release attached as Exhibit 99.1 contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. To supplement the Company's consolidated financial statements presented in accordance with GAAP, it is presenting non-GAAP information regarding the effect on earnings per share from costs related to, among other things:
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the impairments recorded as a result of the required annual review of our indefinite-lived intangible assets and goodwill;
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severance, fixed asset impairment and other charges and credits related to the closure of underperforming retail locations;
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the amortization of the acquired order backlog from the acquisitions of Moda Nicola International, LLC ("Robert Rodriguez") and Stuart Weitzman Holdings, LLC ("Stuart Weitzman") and the fair value adjustment of the contingent consideration payable for the Robert Rodriguez acquisition;
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investment consulting fees, legal fees, accounting fees and other items related to the acquisitions and other business development activities;
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severance and restricted stock amortization related to executive management changes in our footwear and accessories and retail segments;
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the impairment of the intangible asset related to the handbag license acquired with the Stuart Weitzman business;
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contributions made to the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins and for the establishment of an educational assistance fund for the children of Company associates;
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severance and other costs related to the exit from or restructuring of our moderate sportswear and certain other product lines and other charges not considered by management to be part of ongoing operations;
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severance and other expenses associated with the closure of the Texas warehouse;
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the loss and costs associated with the repurchase of 4.250% Senior Notes and the write-off of deferred financing fees related to the Company's prior revolving credit facility upon extinguishment; and
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the periodic adjustment in accordance with GAAP of the remaining consideration payable related to the acquisition of Stuart Weitzman.
These non-GAAP measures are provided to enhance the user's overall understanding of the Company's current financial performance. Specifically, the Company believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses that may not be indicative of the Company's core operating results. In addition, because the Company has historically reported certain non-GAAP results to investors, the Company believes the inclusion of non-GAAP numbers provides consistency in its financial reporting. These measures should be considered in addition to results prepared in accordance with GAAP, but are not a substitute for or superior to GAAP results. The non-GAAP measures of adjusted net income and adjusted diluted earnings per share included in the attached press release have been reconciled to the equivalent GAAP measure.
Item 2.06 Material Impairments.
On January 20, 2011, the Company announced that it had completed its annual goodwill and trademark impairment analysis for 2010 as required by ASC 350 - Intangibles - Goodwill and Other, and that, as a result of the analysis, it expects to record a charge of approximately $37.6 million during the fiscal quarter ended December 31, 2010 for the impairment of certain trademarks primarily utilized in our wholesale jeanswear business.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release of the Registrant dated January 20, 2011. |
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SIGNATURES
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.
| THE JONES GROUP INC. (Registrant) By: /s/ John T. McClain |
Date: January 20, 2010
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Exhibit Index
| Exhibit No. | Description |
| 99.1 | Press Release of the Registrant dated January 20, 2011. |
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