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8-K - FORM 8-K - Maidenform Brands, Inc.v327297_8-k.htm

 

 

MAIDENFORM BRANDS, INC. REPORTS THIRD QUARTER 2012 RESULTS
PROVIDES FOURTH QUARTER GUIDANCE

 

Iselin, New Jersey, November 7, 2012Maidenform Brands, Inc. (NYSE: MFB), a global branded marketer of intimate apparel, today reported third quarter 2012 net sales of $150.2 million, an increase of 1.3% over the third quarter of 2011. Reported EPS was $0.46 for the third quarter of 2012 compared to EPS of $0.44 for the third quarter of 2011.

 

“Our third quarter results met our EPS expectations as favorable expenses and higher gross profit more than offset lower than planned revenues. Looking forward, we anticipate global economic challenges and increased competition; we are addressing these concerns with a continued focus on product innovation, such as Comfort Devotion, amplified emphasis on leveraging the equity of the Maidenform brand and operational improvements” stated Maurice S. Reznik, Chief Executive Officer.

 

 

Financial Results for Third Quarter 2012 versus Third Quarter 2011

 

Net sales for the third quarter of 2012 increased $2.0 million, or 1.3%, to $150.2 million. Wholesale segment net sales for the third quarter of 2012 increased $1.3 million, or 1.0%, to $131.5 million. Retail segment net sales increased $0.7 million, or 3.9%, to $18.7 million.

 

The Company's net sales performance by channel of distribution is highlighted in Exhibit 1 to this press release.

 

Wholesale Segment

 

Department Stores and National Chain Stores

Net sales for the department stores and national chain stores channel increased $4.3 million, or 7.2%, to $64.2 million for the third quarter of 2012. This increase was led by growth in the bra and pant categories, resulting from replenishment orders and new product launches.

 

Mass Merchants

Mass merchant channel net sales decreased $0.3 million, or 0.7%, to $44.8 million for the third quarter of 2012, resulting from a decline in shipments to a mass customer that was nearly offset by program shipments to a warehouse club.

 

Other

Net sales in the other channel decreased $2.7 million, or 10.7%, to $22.5 million for the third quarter of 2012 from lower sales to a specialty retailer that was partially offset by increased sales to off-price retailers.

 

 

 
 

 

Total international net sales, which are included in the wholesale segment, increased $2.5 million, or 17.7%, to $16.6 million. This increase was driven by sales in Canada and Mexico that more than offset lower sales in most European countries.

 

Retail Segment

 

Total retail segment net sales increased $0.7 million, or 3.9%, to $18.7 million, largely driven by e-commerce growth. Same store sales, defined as outlet stores that have been open for more than one year, increased 0.7%. Internet sales increased $0.6 million, or 35.3%, to $2.3 million for the third quarter of 2012. The retail segment operated 76 outlet stores as of the end of the third quarter of 2012 and 75 outlet stores as of the end of the third quarter of 2011.

 

Consolidated gross profit increased $1.3 million, or 2.7%, to $48.7 million for the third quarter of 2012. As a percentage of net sales, consolidated gross margins were 32.4% for the third quarter of 2012 versus 32.0% for the third quarter of 2011. The increase in gross margin was primarily a result of favorable product mix during the quarter. Partially offsetting this increase was a higher mix of sales to off-price retailers.

 

Consolidated selling, general and administrative expenses (SG&A) decreased $0.6 million, or 1.9%, to $30.9 million for the third quarter of 2012. This decrease was primarily due to a reduction in incentive compensation and the benefit of currency exchange rates, particularly in Mexico. These decreases were partially offset by increases in retail operating expenses, including costs associated with e-commerce sales promotion activities. As a percentage of net sales, SG&A decreased to 20.5% for the third quarter of 2012 compared to 21.3% for the third quarter of 2011.

 

Net interest expense for the third quarter of 2012 was $0.3 million compared to $0.2 million for the third quarter of 2011.

 

The Company’s effective income tax rate for the third quarter of 2012 was 38.5% compared to 35.0% for the third quarter of 2011. The lower effective income tax rate in the third quarter of 2011 was primarily a result of discrete items recorded, such as the utilization of research and development credits and non-recurring state income tax benefits.

 

Net income for the third quarter of 2012 and 2011 was $10.8 million and $10.2 million, respectively, and EPS was $0.46 and $0.44, respectively.

 

Financial Results for Year-To-Date 2012 versus Year-To-Date 2011

 

Net sales for the first nine months of 2012 decreased $16.6 million, or 3.4%, to $465.2 million. Wholesale segment net sales, on a year-to-date basis, decreased $18.3 million, or 4.2%, to $417.7 million.

 

Department stores and national chain stores were relatively flat when compared to the prior year. In addition to the reasons mentioned for the third quarter, the Company experienced an assortment expansion in 2011 at one of the Company’s chain store customers that did not repeat in 2012, and sales declines at a mid-tier department store as it transitions to a new pricing and merchandising strategy. These decreases were partially offset by sales of the Jennifer Lopez brand that shipped for the first time to a chain store customer in the second quarter of 2012.

 

 
 

 

 

The Company’s mass merchant channel decreased $7.9 million, or 4.9%, resulting from the changes mentioned in the third quarter, along with mixed results with other mass merchant customers. The other channel decreased $10.3 million, or 12.4%, resulting from the reasons mentioned in the third quarter, along with fewer program sales to off-price retailers.

 

Total international net sales increased $3.8 million, or 8.6%, to $47.9 million, driven by growth in major markets, such as Canada, the United Kingdom and Mexico. Partially offsetting these increases were sales decreases in other major markets, such as the Benelux countries and Sweden.

 

Retail segment net sales for the first nine months of 2012 increased $1.7 million, or 3.7%, to $47.5 million. Same store sales for Maidenform’s retail outlet stores increased 0.3%. Internet sales increased $1.9 million, or 38.0%, to $6.9 million, resulting from promotional events which increased sales. The Company's net sales performance by channel of distribution is highlighted in Exhibit 1 to this press release.

 

Consolidated gross margins on a year-to-date basis were 31.2% versus 33.7% for the same period in 2011. The decrease in gross margin was a result of increased off-price retailer activity to drive inventory productivity and inventory related clearing costs.

 

Consolidated SG&A increased $0.6 million, or 0.6%, to $98.6 million for the first nine months of 2012. This increase is a result of increased payroll and related benefits and increased retail operating expenses. Partially offsetting these increases were reductions in incentive compensation and professional fees, and the benefit of favorable currency exchange rates, primarily in Mexico. As a percentage of net sales, SG&A increased to 21.2% for the first nine months of 2012 compared to 20.4% for the same period of 2011.

 

Year-to-date operating income for 2012 was $46.6 million, or 10.0% of net sales. Year-to-date operating income for 2011, including a litigation settlement (which is separately listed on the consolidated statements of income), was $57.4 million, or 11.9% of net sales. Continued operating income for the first nine months of 2011, excluding the litigation settlement, was $64.2 million, or 13.3% of net sales.

 

The Company’s effective income tax rate for the first nine months of 2012 was 38.8% compared to 36.0% for the same period of 2011. The lower effective rate for 2011 was a result of the discrete items mentioned above along with a discrete income tax benefit related to a New Jersey tax law change recorded in the second quarter of 2011.

 

Net income for the first nine months of 2012 and 2011 was $28.0 million and $36.3 million, respectively, and EPS was $1.19 and $1.55, respectively. Excluding the litigation settlement of $4.1 million after tax, or $0.17 EPS, net income was $40.4 million, or EPS of $1.72 for the first nine months of 2011.

 

Total cash and cash equivalents as of September 29, 2012 were $72.5 million compared to $51.8 million as of October 1, 2011. The Company’s outstanding debt was $68.2 million as of September 29, 2012 versus $69.3 million as of October 1, 2011.

 

 

 
 

 

Financial Performance Guidance for 2012:

 

2012 Outlook:

 

·Fourth quarter sales in a range of $130 to $135 million, including the impact of a weaker than expected European economy, suppressed sales due to Hurricane Sandy and increased shapewear competition
·Fourth quarter EPS in a range of 20 to 25 cents per share
·Full year EPS in a range of $1.39 to $1.44 per share

 

 

Conference Call Information

 

Maidenform will host a conference call and webcast on Wednesday, November 7, 2012 at 8:30 am ET to discuss its third quarter 2012 results, in addition to providing an update on its business. The conference call telephone number is (866) 578-5784 and the passcode is “Maidenform.” The conference call will be simultaneously webcasted and can be accessed via the investor relations page of Maidenform’s website at www.maidenformbrands.com. A dial-in replay of this event will be available through November 21, 2012 and will be hosted on the Company’s website for a limited time. The replay telephone numbers are (888) 286-8010 or (617) 801-6888. The replay passcode is 71063165.

 

About Maidenform Brands, Inc.

Maidenform Brands, Inc. is a global intimate apparel company with a portfolio of established, well-known brands, top-selling products and an iconic heritage. Maidenform designs, sources and markets an extensive range of intimate apparel products, including bras, panties and shapewear. During its 90-year history, Maidenform has built strong equity for its brands and established a platform for growth through a combination of innovative, first-to-market designs and creative advertising campaigns focused on increasing brand awareness with generations of women. Maidenform sells its products under some of the most recognized brands in the intimate apparel industry, including Maidenform®, Control It!®, Fat Free Dressing®, Flexees®, Lilyette®, Maidenform’s Charmed®, Bodymates®, Inspirations®, Self Expressions® and Sweet Nothings®. Maidenform products are currently distributed in approximately 63 countries and territories outside the United States.

 

Maidenform Contact:

Chris Vieth

Chief Operating Officer & Chief Financial Officer

(732) 621-2101 or cvieth@maidenform.com

 

Forward Looking Statement: This press release contains forward-looking statements relating to future events and the Company’s future performance within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects” or similar words or phrases, although not all forward-looking statements contain such identifying words. All forward-looking statements included in this press release are based on information available to the Company on the date hereof. It is routine for the Company’s internal projections and expectations to change as the year or each quarter in the year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which the Company bases its expectations may change prior to the end of each quarter or the year. Although these expectations may change, we assume no obligation to update or revise publicly any forward-looking statements whether as a result of new information, future events or otherwise. Actual events or results may differ materially from those contained in the projections or forward-looking statements.

 
 

 

 

The following factors, among others, could cause the Company’s actual results to differ materially from those expressed in any forward-looking statements: the worldwide apparel industry may continue to be harmed by the current global economic downturn, the conditions in the financial and credit markets may affect the availability and cost of our funding, the Company’s growth cannot be assured and any growth may be unprofitable; potential fluctuations in our results of operations or rate of growth; our dependence on a limited number of customers; the Company has larger competitors with greater resources; retail trends in the intimate apparel industry, including consolidation and continued growth in the development of private brands, resulting in downward pressure on prices, reduced floor space and other harmful changes; failure to anticipate, identify or promptly react to changing trends, styles, or consumer preferences; the Company’s credit agreement could limit growth opportunities; external events that disrupt the Company’s supply chain, result in increased cost of goods or an inability to deliver its products; events which result in difficulty in procuring or producing products on a cost-effective basis; disputes with third parties for infringement or misappropriation of their proprietary rights; increases in the prices of raw materials; changing international trade regulation, including as it relates to the imposition or elimination of quotas on imports of textiles and apparel; foreign currency exposure; and the sufficiency of cash to fund operations and capital expenditures.

 

This list is intended to identify only certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by the Company with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements.

 

 

 
 

 

MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)

 

   September 29,  December 31,
   2012  2011
Assets          
Current assets          
Cash and cash equivalents  $72,507   $68,041 
Accounts receivable, net   85,409    54,517 
Inventories   116,385    113,200 
Deferred income taxes   15,357    15,357 
Prepaid expenses and other current assets   18,304    14,310 
Total current assets   307,962    265,425 
Property, plant and equipment, net   30,151    29,497 
Goodwill   7,162    7,162 
Intangible assets, net   92,067    92,765 
Other non-current assets   374    386 
Total assets  $437,716   $395,235 
           
Liabilities and stockholders’ equity          
Current liabilities          
Current portion of long-term debt  $1,100   $1,100 
Accounts payable   49,618    38,425 
Accrued expenses and other current liabilities   24,501    24,967 
Total current liabilities   75,219    64,492 
Long-term debt   67,125    67,950 
Deferred income taxes   27,474    25,108 
Other non-current liabilities   13,268    14,497 
Total liabilities   183,086    172,047 
           
           
           
Stockholders’ equity          
Preferred stock -  $0.01 par value; 10,000,000 shares authorized          
and none issued and outstanding   —      —   
Common stock - $0.01 par value; 100,000,000 shares authorized;          
24,399,732 shares issued and 23,097,188 outstanding at September 29, 2012          
and 24,399,732 shares issued and 22,922,969 outstanding at December 31, 2011   244    244 
Additional paid-in capital   79,569    78,362 
Retained earnings   207,976    181,227 
Accumulated other comprehensive loss   (7,916)   (8,301)
Treasury stock, at cost (1,302,544 shares at September 29, 2012 and          
1,476,763 shares at December 31, 2011)   (25,243)   (28,344)
Total stockholders’ equity   254,630    223,188 
Total liabilities and stockholders’ equity  $437,716   $395,235 

 

 

 
 

 

MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)
(unaudited)

 

   Three Months Ended  Nine Months Ended
   September 29,  October 1,  September 29,  October 1,
   2012  2011  2012  2011
             
Net sales  $150,122   $148,224   $465,153   $481,811 
Cost of sales   101,401    100,798    319,967    319,587 
         Gross profit   48,721    47,426    145,186    162,224 
Selling, general and                    
administrative expenses   30,979    31,517    98,617    98,111 
Litigation settlement   —      —      —      6,750 
         Operating income   17,742    15,909    46,569    57,363 
                     
Interest expense, net   291    227    840    689 
         Income before provision                    
for income taxes   17,451    15,682    45,729    56,674 
Income tax expense   6,712    5,492    17,761    20,407 
        Net income  $10,739   $10,190   $27,968   $36,267 
Basic earnings per common share  $0.47   $0.44   $1.21   $1.59 
Diluted earnings per common share  $0.46   $0.44   $1.19   $1.55 
Basic weighted average number of                    
     shares outstanding   23,091,707    22,904,002    23,027,595    22,834,252 
Diluted weighted average number of                    
     shares outstanding   23,467,726    23,371,945    23,415,705    23,332,432 

 

 

 

 
 

 

MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)

 

   Three Months Ended  Nine Months Ended
   September 29,  October 1,  September 29,  October 1,
   2012  2011  2012  2011
             
Net income  $10,739   $10,190   $27,968   $36,267 
Other comprehensive income (loss), before tax:                    
Foreign currency translation adjustments   357    (1,090)   138    (200)
Net gain on defined benefit pension plan   137    57    411    169 
Other comprehensive income (loss), before tax   494    (1,033)   549    (31)
Income tax expense related to items of                    
other comprehensive income (loss)   54    23    164    68 
Other comprehensive income (loss), net of tax   440    (1,056)   385    (99)
Comprehensive income  $11,179   $9,134   $28,353   $36,168 

 

 

 

 
 

 

MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

 

  Nine Months Ended
  September 29,  October 1,
   2012  2011
Cash flows from operating activities          
Net income  $27,968   $36,267 
Adjustments to reconcile net income to net cash          
provided by (used in) operating activities          
Depreciation and amortization   3,880    3,414 
Amortization of intangible assets   823    817 
Amortization of deferred financing costs   160    133 
Stock-based compensation   3,430    2,972 
Deferred income taxes   2,235    3,014 
Excess tax benefits related to stock-based compensation   (887)   (1,078)
Bad debt expense   269    55 
Other non-cash items   617    221 
Net changes in operating assets and liabilities          
Accounts receivable   (30,967)   (44,051)
Inventories   (2,765)   (34,935)
Prepaid expenses and other current and          
 non-current assets   (1,102)   (3,425)
Accounts payable   11,166    27,003 
Accrued expenses and other current and          
non-current liabilities   (1,628)   (3,989)
Income taxes payable   (1,979)   (1,961)
Net cash provided by (used in) operating activities   11,220    (15,543)
Cash flows from investing activities          
Capital expenditures   (4,653)   (4,848)
Net cash used in investing activities   (4,653)   (4,848)
Cash flows from financing activities          
Term loan repayments   (825)   (825)
Proceeds from stock options exercised   636    1,521 
Excess tax benefits related to stock-based compensation   887    1,078 
Payments of employee withholding taxes related to equity awards   (1,698)   (1,286)
Purchase of common stock for treasury   —      (1,961)
Payments of capital lease obligations   (228)   (208)
Financing fees paid   (250)   —   
Net cash used in financing activities   (1,478)   (1,681)
Effects of exchange rate changes on cash and cash equivalents   (623)   619 
Net increase (decrease) in cash and cash equivalents   4,466    (21,453)
Cash and cash equivalents          
Beginning of period   68,041    73,221 
End of period  $72,507   $51,768 
Supplementary disclosure of cash flow information          
Cash paid during the period          
Interest  $766   $730 
Income taxes  $17,219   $19,245 
Supplemental schedule of non-cash financing activities          
Treasury stock issued related to equity award activity  $4,799   $4,824 

 

 

 
 

 

Exhibit 1

 

MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
SALES BY CHANNEL OF DISTRIBUTION AND PRODUCT MIX
(in millions)
(unaudited)

 

   Three months ended
   September 29,  October 1,  $  %
   2012  2011  change  change
   (in millions)
Department stores and                    
national chain stores  $64.2   $59.9   $4.3    7.2%
Mass merchants   44.8    45.1    (0.3)   (0.7)
Other   22.5    25.2    (2.7)   (10.7)
Total wholesale   131.5    130.2    1.3    1.0 
                     
Retail   18.7    18.0    0.7    3.9 
                     
Total consolidated net sales  $150.2   $148.2   $2.0    1.3%

 

   Nine months ended
   September 29,  October 1,  $  %
   2012  2011  change  change
   (in millions)
Department stores and                    
national chain stores  $193.2   $193.3   $(0.1)   (0.1%)
Mass merchants   152.0    159.9    (7.9)   (4.9)
Other   72.5    82.8    (10.3)   (12.4)
Total wholesale   417.7    436.0    (18.3)   (4.2)
                     
Retail   47.5    45.8    1.7    3.7 
                     
Total consolidated net sales  $465.2   $481.8   $(16.6)   (3.4%)

 

   Three months ended  Nine months ended
   September 29,  October 1,  September 29,  October 1,
   2012  2011  2012  2011
Bras   56%    56%    57%    56% 
Shapewear   33    37    35    37 
Panties   11    7    8    7 
    100%    100%    100%    100% 

 

 

 

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