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): September 29, 2004
HARTMARX CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 1-8501 36-3217140
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
101 North Wacker Drive
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 372-6300
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(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 nay of the
following provisions (see General Instruction A.2. below):
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 C.F.R. 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 C.F.R. 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 C.F.R. 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 C.F.R. 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On September 29, 2004, Hartmarx Corporation (the "Company") issued the
press release attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated September 29, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
HARTMARX CORPORATION
/s/Taras R. Proczko
-----------------------------
Taras R. Proczko
Senior Vice President
Dated: September 29, 2004
EXHIBIT LIST
Exhibit Number Description
-------------- -----------
99.1 Press Release dated September 29, 2004.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Erin Gaffney 212-840-4771
Web Site: www.hartmarx.com
HARTMARX REPORTS IMPROVED THIRD QUARTER REVENUES
AND 41% NET EARNINGS INCREASE;
COMPANY AGAIN RAISES FULL YEAR 2004 EARNINGS GUIDANCE
CHICAGO, September 29, 2004 - - Hartmarx Corporation (NYSE: HMX) today reported
improved operating results for its third quarter and nine months ended August
31, 2004. Third quarter revenues were $155.8 million in 2004 compared to $151.6
million in 2003. Net earnings improved to $5.0 million or $.14 per diluted
share in the current period compared to net earnings of $3.5 million or $.10
per diluted share in the third quarter of 2003. For the nine months, revenues
increased 5.9% to $434.8 million from $410.4 million in 2003. Net earnings
improved to $10.1 million or $.28 per diluted share compared to net earnings of
$5.6 million or $.16 per diluted share in 2003.
Homi B. Patel, chairman and chief executive officer of Hartmarx,
commented, "We are executing well, achieving sales and earnings increases,
improved operating margins and significant debt reduction from efficient
working capital management. For the full year, we continue to expect a sales
increase in the mid single digits. As a result of anticipating a favorable
impact of $.02 to $.03 per diluted share to fourth quarter earnings from the
Misook acquisition, we are once again increasing our estimate for full year
earnings from a 50% increase over last year to a 55% - 60% increase. Total debt
of $132.5 million at August 31 declined $23.6 million or 15.1% from the year
earlier level, even after reflecting the $32.1 million cash payment related to
the Misook acquisition," Mr. Patel concluded.
Third quarter operating earnings were $9.8 million in 2004 compared to
$7.9 million in 2003. The Misook business contributed $.01 to third quarter
earnings per diluted share. For the nine months, operating earnings improved to
$21.3 million from $15.9 million in 2003. The increase reflected the sales
improvement, including approximately $4 million from the Misook business, along
with a higher year-to-date gross margin rate of 30.6% compared to 29.5% in
2003. Selling, general and administrative expenses increased $6.5 million on
the higher sales, including the Misook business, representing 26.1% of sales
compared to 26.0% in 2003.
Interest expense for the nine months declined to $4.6 million from
$5.5 million in 2003, principally from lower average borrowing levels.
Year-to-date results for 2003 also included a $.8 million first quarter pre-tax
refinancing charge associated with the January, 2003 early retirement of the
then outstanding 12.5% senior unsecured notes, representing the non-cash
write-off of unamortized debt discount and financing fees.
- - MORE - -
Hartmarx produces and markets business, casual and golf apparel under
its own brands including Hart Schaffner Marx, Hickey-Freeman, Palm Beach,
Coppley, Cambridge, Keithmoor, Racquet Club, Naturalife, Pusser's of the West
Indies, Royal, Brannoch, Riserva, Sansabelt, Exclusively Misook, Barrie Pace
and Hawksley & Wight. In addition, the Company has certain exclusive rights
under licensing agreements to market selected products under a number of
premier brands such as Austin Reed, Tommy Hilfiger, Kenneth Cole, Burberry
men's tailored clothing, Ted Baker, Bobby Jones, Jack Nicklaus, Claiborne,
Pierre Cardin, Perry Ellis, Andrea Jovine, Lyle & Scott and Golden Bear. The
Company's broad range of distribution channels includes fine specialty and
leading department stores, value-oriented retailers and direct mail catalogs.
The comments set forth above contain forward-looking statements made
in reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements can be
identified by the use of forward-looking terminology such as "anticipate,"
"believe," "continue," "estimate," "expect," "intend," "may," "should" or
"will" or the negatives thereof or other comparable terminology.
Forward-looking statements are not guarantees as actual results could differ
materially from those expressed or implied in such forward-looking statements
as a result of certain factors, including those factors set forth in Hartmarx's
filings with the Securities and Exchange Commission ("SEC"). The statements
could be significantly impacted by such factors as the level of consumer
spending for men's and women's apparel, the prevailing retail environment, the
Company's relationships with its suppliers, customers, licensors and licensees,
actions of competitors that may impact the Company's business, possible
acquisitions and the impact of unforeseen economic changes, such as interest
rates, or in other external economic and political factors over which the
Company has no control. The reader is also directed to the Company's periodic
filings with the SEC for additional factors that may impact the Company's
results of operations and financial condition. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
- - FINANCIAL SUMMARY FOLLOWS - -
HARTMARX CORPORATION
--- UNAUDITED FINANCIAL SUMMARY --
(000'S OMITTED, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF EARNINGS THREE MONTHS ENDED AUGUST 31, NINE MONTHS ENDED AUGUST 31,
2004 2003 2004 2003
------------ ------------ ------------ ------------
Net sales $ 155,783 $ 151,559 $ 434,779 $ 410,373
Licensing and other income 934 560 1,837 1,532
--------- --------- --------- ---------
156,717 152,119 436,616 411,905
--------- --------- --------- ---------
Cost of goods sold 108,200 108,505 301,909 289,218
Selling, general &
administrative expenses 38,750 35,736 113,358 106,822
--------- --------- --------- ---------
146,950 144,241 415,267 396,040
--------- --------- --------- ---------
Operating earnings 9,767 7,878 21,349 15,865
Interest expense 1,512 1,773 4,634 5,540
Refinancing expense -- -- -- 795
--------- --------- --------- ---------
Earnings before taxes 8,255 6,105 16,715 9,530
Tax provision (3,265) (2,565) (6,605) (3,915)
--------- --------- --------- ---------
Net earnings $ 4,990 $ 3,540 $ 10,110 $ 5,615
========= ========= ========= =========
Earnings per share:
Basic $ .14 $ .11 $ .29 $ .17
Diluted $ .14 $ .10 $ .28 $ .16
Average shares: Basic 35,285 33,351 34,708 33,195
Diluted 36,459 34,688 36,142 34,246
* * *
AUGUST 31,
-------------------------------------
CONDENSED BALANCE SHEET 2004 2003
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Cash $ 2,752 $ 6,027
Accounts receivable, net 135,579 146,652
Inventories 133,069 137,577
Other current assets 21,503 18,212
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Current Assets 292,903 308,468
Other assets, including goodwill
and intangibles 66,626 29,490
Deferred taxes 49,875 58,551
Prepaid and intangible pension asset 64,016 58,708
Net fixed assets 28,212 29,446
--------- ---------
Total $ 501,632 $ 484,663
========= =========
Accounts payable and accrued expenses $ 97,816 $ 72,767
Total debt 132,497 156,083
Minimum pension liability 65,428 69,473
Shareholders' equity 205,891 186,340
--------- ---------
Total $ 501,632 $484,663
========= =========
Book value per share $5.75 $5.34
===== =====
Selected cash flow data (year-to-date):
Capital expenditures $ 3,243 $ 1,744
Depreciation of fixed assets 4,188 4,761
Amortization of long-lived assets and
unearned employee benefits 3,186 1,734
This information is preliminary and may be changed prior to filing Form 10-Q.
No investment decisions should be based solely on this data.
Calculation of basic and diluted shares for the three months and nine months of
2003 have been revised to reflect the methodology utilized in 2004 related to
restricted stock awards. Basic earnings per share as previously reported in
2003 were $.10 for the three months and $.16 for the nine months.