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): August 18, 2005
Limited Brands, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-8344 | 31-1029810 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| Three Limited Parkway Columbus, OH |
43230 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(614) 415-7000
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| ¨ | 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.
Item 7.01 Regulation FD Disclosure.
The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure”, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the liabilities of Section 18 of 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
On August 18, 2005, Limited Brands, Inc. issued a press release setting forth its earnings for the quarter and year-to-date periods ended July 30, 2005 and announcing a $100 million share repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Exhibit 99.1
Press Release dated August 18, 2005 announcing earnings for the quarter and year-to-date periods ended July 30, 2005 and announcing a $100 million share repurchase program.
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.
| Limited Brands, Inc. | ||||
| Date: August 18, 2005 | By | /s/ V. Ann Hailey | ||
| V. Ann Hailey | ||||
| Executive Vice President and | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
LIMITED BRANDS REPORTS 2005 SECOND QUARTER EARNINGS
Columbus, Ohio, August 18, 2005 — Limited Brands (NYSE: LTD) today reported 2005 second quarter results.
Second Quarter Results
On a reported basis, earnings per share were $0.27 for the second quarter compared to $0.31 last year. Operating income was $203.9 million compared to $226.9 million last year, and net income was $113.1 million compared to $148.0 million last year.
On an adjusted basis, second quarter earnings per share were $0.27 compared to $0.29 last year, operating income was $203.9 million compared to $226.9 million last year, and net income was $113.1 million compared to $137.3 million last year.
Comparable store sales for the quarter ended July 30, 2005 were flat and net sales of $2.291 billion increased 4% compared to sales of $2.211 billion last year.
Year-to-Date Results
On a reported basis, earnings per share were $0.33 for the six months ended July 30, 2005 compared to $0.49 last year. Operating income was $252.2 million compared to $346.3 million last year, and net income was $136.2 million compared to $244.6 million last year.
On an adjusted basis, year-to-date earnings per share were $0.33 compared to $0.41 last year, operating income was $252.2 million compared to $346.3 million last year, and net income was $136.2 million compared to $205.1 million last year.
Comparable store sales for the six months ended July 30, 2005 decreased 2% and net sales of $4.266 billion increased 2% compared to sales of $4.189 billion last year.
Share Repurchase Program
The Company completed its existing $100 million share repurchase program on August 3, 2005, bringing the total dollar amount of shares repurchased this year to $200 million. As part of its ongoing strategy to return value to its shareholders, the Company announced that its Board of Directors has authorized an additional $100 million share repurchase program.
2005 Outlook
The Company’s projected 2005 third quarter earnings range is a loss of $0.01 to earnings of $0.01 versus adjusted earnings of $0.10 per share last year. Last year’s adjusted earnings included a $0.03 per share gain from the favorable settlement of tax matters and a $0.01 gain on the sale of land.
For the full year, the Company expects earnings per share of about $1.36 to $1.38, down 2-4% versus last year’s adjusted result of $1.33 plus the $0.08 per share one-time non-cash lease accounting charge taken in the fourth quarter of 2004.
The Company stated that it expects slightly negative August comparable store sales, versus its initial expectation of mid-single digit positive comps, driven by softness at Express.
Adjusted Results
Adjusted results, which are non-GAAP financial measures, are presented in order to improve investors’ understanding of financial results and improve comparability of financial information from period to period. Please refer to the attached income statements for the quarter for a reconciliation of reported and adjusted results. Adjusted results as reported above include the following:
Adjustment Related to Galyan’s Trading Company:
| • | Adjustment to exclude a second quarter 2004 pretax non-operating gain of $17.6 million, or $0.02 per share, resulting from the sale of the Company’s remaining interest in Galyan’s Trading Company. |
Adjustment Related to New York & Company:
| • | Adjustment to exclude a first quarter 2004 pretax non-operating gain of $44.9 million, or $0.06 per share, resulting from the repayment of New York & Company’s $75 million subordinated note held by Limited Brands plus accrued interest of approximately $10 million. The note was repaid prior to its scheduled maturity of November 26, 2009. Additionally, New York & Company purchased warrants representing approximately 13% of New York & Company’s common equity held by Limited Brands, for $20 million. The note and warrants were part of the consideration received by Limited Brands for the sale of New York & Company in November 2002. |
To hear the Company’s live second quarter earnings conference call, log on to www.LimitedBrands.com at 8:00 a.m. EST on Thursday, August 18, 2005, or call 1-877-601-1433. To hear a replay of the earnings call, dial 1-800-337-6551, followed by the ID code LTD (583). An audio replay of the conference call, as well as additional financial information, will also be available at www.LimitedBrands.com.
ABOUT LIMITED BRANDS:
Limited Brands, through Victoria’s Secret, Bath & Body Works, Express, Express Men’s, Limited Stores, White Barn Candle Co. and Henri Bendel, presently operates 3,666 specialty stores. Victoria’s Secret products are also available through the catalogue and www.VictoriasSecret.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this press release or the second quarter earnings call or made by the Company or management of the Company involve risks and uncertainties and are subject to change based on various important factors, many of which are beyond our control. Accordingly, the Company’s future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and similar expressions may identify forward-looking statements. The following factors, among others, in some cases have affected and in the future could affect the Company’s financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this press release or the second quarter earnings call or otherwise made by the Company or management: risks associated with general economic conditions, consumer confidence and consumer spending patterns; the potential impact of national and international security concerns on the retail environment, including any possible military action, terrorist attacks or other hostilities; risks associated with the seasonality of the Company’s business; risks associated with changes in weather patterns; risks associated with the highly competitive nature of the retail industry generally and the segments in which we operate particularly; risks related to consumer acceptance of the Company’s products and the Company’s ability to keep up with fashion trends, develop new merchandise, launch new product lines successfully, offer products at the appropriate price points and enhance the Company’s brand image; risks associated with the Company’s ability to retain, hire and train key personnel and management; risks associated with the possible inability of the Company’s manufacturers to deliver products in a timely manner or meet quality standards; risks associated with the Company’s reliance on foreign sources of production, including risks related to the disruption of imports by labor disputes, risks related to political instability, risks associated with legal and regulatory matters, risks related to duties, taxes, other charges and quotas on imports, risks related to local business practices and political issues and risks related to currency and exchange rates; risks associated with the possible lack of availability of suitable store locations on appropriate terms; risks associated with increases in the costs of mailing, paper and printing; risks associated with our ability to service any debt we incur from time to time and as well as the requirements the agreements related to such debt impose upon us; and risks associated with the Company’s reliance on information technology, including risks related to the implementation of new information technology systems and risks related to utilizing third parties to provide information technology services. The Company is not under any obligation and does not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release or the second quarter earnings call to reflect circumstances existing after the date of this report or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.
###
For further information, please contact:
Tom Katzenmeyer
Senior Vice President, Investor, Media and Community Relations
Limited Brands
614-415-7076
www.LimitedBrands.com
(attachments: Consolidated Statements of Income and Reconciliation of Adjusted Results, pages 4-5)
LIMITED BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RECONCILIATION OF ADJUSTED RESULTS
THIRTEEN WEEKS ENDED JULY 30, 2005 AND JULY 31, 2004
(Unaudited)
(In thousands except per share amounts)
| 2005 |
2004 |
||||||||||||||
| Reported |
Adjustments |
Adjusted |
|||||||||||||
| Net Sales |
$ | 2,290,901 | $ | 2,210,832 | — | $ | 2,210,832 | ||||||||
| Gross Income |
793,370 | 797,969 | — | 797,969 | |||||||||||
| General, Administrative and Store Operating Expenses |
(589,456 | ) | (571,026 | ) | — | (571,026 | ) | ||||||||
| Operating Income |
203,914 | 226,943 | — | 226,943 | |||||||||||
| Interest Expense |
(21,889 | ) | (12,047 | ) | — | (12,047 | ) | ||||||||
| Interest Income |
4,270 | 8,459 | — | 8,459 | |||||||||||
| Other Income (Loss) |
(1,218 | ) | 980 | — | 980 | ||||||||||
| Gain on Investee’s Stock |
— | 17,617 | (17,617 | ) | — | ||||||||||
| Income Before Income Taxes |
185,077 | 241,952 | (17,617 | ) | 224,335 | ||||||||||
| Provision for Income Taxes |
72,000 | 94,000 | (7,000 | ) | 87,000 | ||||||||||
| Net Income |
$ | 113,077 | $ | 147,952 | (10,617 | ) | $ | 137,335 | |||||||
| Net Income Per Share |
$ | 0.27 | $ | 0.31 | $ | 0.29 | |||||||||
| Weighted Average Shares Outstanding |
411,968 | 480,296 | 480,296 | ||||||||||||
See Attached Notes to Consolidated Statements of Income and Reconciliation of Adjusted Results.
LIMITED BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RECONCILIATION OF ADJUSTED RESULTS
TWENTY-SIX WEEKS ENDED JULY 30, 2005 AND JULY 31, 2004
(Unaudited)
(In thousands except per share amounts)
| Reported |
2004 |
|||||||||||||||
| Reported |
Adjustments |
Adjusted |
||||||||||||||
| Net Sales |
$ | 4,265,833 | $ | 4,189,035 | — | $ | 4,189,035 | |||||||||
| Gross Income |
1,402,225 | 1,473,623 | — | 1,473,623 | ||||||||||||
| General, Administrative and Store Operating Expenses |
(1,150,053 | ) | (1,127,308 | ) | — | (1,127,308 | ) | |||||||||
| Operating Income |
252,172 | 346,315 | — | 346,315 | ||||||||||||
| Interest Expense |
(44,958 | ) | (23,690 | ) | — | (23,690 | ) | |||||||||
| Interest Income |
9,598 | 16,433 | 16,433 | |||||||||||||
| Other Income (Loss) |
1,410 | 41,914 | (44,857 | ) | (2,943 | ) | ||||||||||
| Gain on Investees’ Stock |
— | 17,617 | (17,617 | ) | — | |||||||||||
| Income From Continuing Operations Before Income Taxes |
218,222 | 398,589 | (62,474 | ) | 336,115 | |||||||||||
| Provision for Income Taxes |
82,000 | 154,000 | (23,000 | ) | 131,000 | |||||||||||
| Net Income |
$ | 136,222 | $ | 244,589 | $ | (39,474 | ) | $ | 205,115 | |||||||
| Net Income Per Share |
$ | 0.33 | $ | 0.49 | $ | 0.41 | ||||||||||
| Weighted Average Shares Outstanding |
414,601 | 497,868 | 497,868 | |||||||||||||
See Attached Notes to Consolidated Statements of Income and Reconciliation of Adjusted Results.
LIMITED BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS OF INCOME AND
RECONCILIATION OF ADJUSTED RESULTS
The “Adjusted Results” provided in the attached unaudited Consolidated Statements of Income and Reconciliation of Adjusted Results are non-GAAP financial measures and reflect the following:
Fiscal 2004
In the first quarter of 2004, adjusted results exclude a $44.9 million pretax, non-operating gain resulting from the repayment of New York & Company’s $75 million subordinated note held by Limited Brands plus accrued interest of approximately $10 million. The note was repaid prior to its scheduled maturity of November 26, 2009. Additionally, New York & Company purchased warrants representing approximately 13% of New York & Company’s common equity held by Limited Brands, for $20 million. The note and warrants were part of the consideration received by Limited Brands for the sale of New York & Company in November 2002.
In the second quarter of 2004, adjusted results exclude a $17.6 million pretax, non-operating gain resulting from the sale of our remaining interest in Galyan’s Trading Company.
The Unaudited Adjusted Consolidated Statements of Income should not be construed as an alternative to the reported results determined in accordance with generally accepted accounting principles. Further, the Company’s definition of adjusted income information may differ from similarly titled measures used by other companies. While it is not possible to predict future results, management believes the adjusted information is useful for the assessment of the ongoing operations of the Company. The Unaudited Adjusted Consolidated Statements of Income should be read in conjunction with the Company’s historical financial statements and notes thereto contained in the Company’s quarterly reports on Form 10-Q and annual report on Form 10-K.