As filed with the Securities and Exchange Commission on May 21, 2003 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 21, 2003 POLO RALPH LAUREN CORPORATION ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 001-13057 13-2622036 - -------------------------------- ------------------ ---------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 650 MADISON AVENUE, NEW YORK, NEW YORK 10022 - -------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 318-7000 ---------------- NOT APPLICABLE ------------------------------------------------------ (Former name or former address, if changed since last report)
2 ITEM 9. REGULATION FD DISCLOSURE. (INFORMATION FURNISHED PURSUANT TO - ------- ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION) On May 21, 2003, the Registrant reported its results of operations for its fiscal fourth quarter and 2003 fiscal year-end. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein and in the accompanying exhibit is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" in accordance with interim guidance issued by the Securities and Exchange Commission in Release No. 33-8216. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
3 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. POLO RALPH LAUREN CORPORATION By: /s/ Gerald M. Chaney ----------------------------------------- Name: Gerald M. Chaney Title: Senior Vice President of Finance and Cheif Financial Officer Dated: May 21, 2003
INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press Release of Polo Ralph Lauren Corporation, dated May 21, 2003.
Investor Contact: Suzanne J. Rosenberg 212.318.7516 Media Contact: Jim Abernathy 212.371.5999 POLO RALPH LAUREN REPORTS FOURTH QUARTER AND FISCAL YEAR 2003 RESULTS; INITIATES REGULAR QUARTERLY CASH DIVIDEND New York (May 21, 2003) - Polo Ralph Lauren Corporation (NYSE: RL) today reported adjusted net income of $76.1 million, or $0.77 per diluted share, for the fourth quarter of Fiscal 2003 ended March 29, 2003, compared to adjusted net income of $57.0 million, or $0.58 per diluted share, for the comparable year-ago quarter. Fourth quarter Fiscal 2003 net income under Generally Accepted Accounting Principles ("GAAP") was $73.2 million, or $0.74 per diluted share, compared to net income of $48.0 million, or $0.48 per diluted share, for the fourth quarter of Fiscal 2002. The adjusted figures for the fourth quarter of Fiscal 2003 exclude a pre-tax $6.4 million restructuring charge for operational consolidation efforts in Europe, which the Company announced in November 2002. For the fourth quarter of Fiscal 2002, the adjusted numbers exclude a pre-tax $16.0 million real estate restructuring charge. For both the Fiscal 2003 and Fiscal 2002 quarters, the results are adjusted to exclude gains on foreign currency translations of $2.0 million and $1.6 million, respectively. The Company believes that these adjusted results provide a more meaningful comparison of its ongoing operational and financial results. For a full analysis of the adjustments, please refer to the table reconciliation of GAAP results to adjusted results. For Fiscal 2003, adjusted net income increased to $183.7 million, or $1.85 per diluted share, compared to pro forma adjusted net income of $163.2 million, or $1.66 per diluted share for the prior year. In accordance with GAAP, full year Fiscal 2003 net income was $174.2 million, or $1.76 per diluted share, compared to net income of $172.5 million, or $1.75 per diluted share for Fiscal 2002. The adjusted figures for Fiscal 2003 exclude a pre-tax $14.4 million restructuring charge related to the aforementioned operational consolidation efforts in Europe. For Fiscal 2002, the adjusted pro forma information reports the European business on a current basis consistent with Fiscal 2003 results and is adjusted to exclude a pre-tax $16.0 million real estate restructuring charge. The results are adjusted to exclude a loss on foreign currency translation of $0.5 million in Fiscal 2003 and a foreign currency translation gain of $1.8 million in Fiscal 2002. The Company believes that these adjusted results provide a more meaningful comparison of its ongoing operational and financial results. For a full analysis of the adjustments, please refer to the table reconciliation of GAAP results to adjusted results. "Strong customer demand and a balanced growth strategy delivered another record year of results, despite ongoing challenges in the marketplace," said Ralph Lauren, Chairman and Chief Executive
Officer. "We enjoyed record success in our own specialty retail business, while we continued to be an important brand to our department store partners. We drove solid domestic results and accelerated our growth in international markets. Our ability to produce strong results from multiple channels and in multiple geographies, reinforces our belief that our brands and flexible business model are truly unique, giving us the ability to drive profitable long-term growth." "We enter the 2004 fiscal year with a seasoned executive team, dedicated and creative employees and the necessary resources to continue our worldwide profitable growth," Mr. Lauren added. "Our double-digit earnings growth was driven by the increasingly strong customer response to our luxury lifestyle products and the performance and flexibility of our multi-year initiatives," said Roger Farah, President and Chief Operating Officer. "We are particularly pleased with the strength of our retail operations as we continue to make improvements in all of our store formats. In addition, ongoing improvements to our supply chain and information systems have significantly enhanced our ability to better manage our global business, despite a difficult environment." "Our focused expense and capital spending, our ongoing improvements in inventory management and the increased efficiencies generated by these ongoing initiatives have enabled us to add to the strength of our balance sheet. We are particularly pleased with the progress we are making in our European consolidation," Mr. Farah stated. INITIATION OF REGULAR QUARTERLY DIVIDEND The Board of Directors of Polo Ralph Lauren today declared a regular quarterly cash dividend of $0.05 per share, or $0.20 per share on an annual basis, on Polo Ralph Lauren common stock. The dividend is payable July 11, 2003 to shareholders of record at the close of business on June 27, 2003. Based on the current number of shares outstanding, the dividend will result in an anticipated annualized payout of approximately $20 million. EARNINGS OUTLOOK The Company reaffirmed its Fiscal 2004 guidance, previously issued on February 6, 2003, which anticipates modest revenue increases to produce adjusted earnings growth to be in the range of $1.95 to $2.05 per share. The sales increases are expected to be driven by increased retail sales offset by planned decreases in the Company's men's domestic wholesale business and low single digit sales in Europe impacted by the consolidation process. For the first half of Fiscal 2004, the Company would expect adjusted earnings per share to be in the range of $0.59 to $0.69, excluding foreign currency gains and losses. The Company would expect first quarter adjusted earnings per share to be in the range of $0.02 to $0.06 and second quarter adjusted earnings to be in the range of $0.57 to $0.63 per share. This compares to adjusted earnings per share of $0.09 and $0.52 for the first and second quarters of Fiscal 2003, respectively. As previously announced, the Company will host a conference call today, May 21, 2003 at 9:00 A.M. Eastern to discuss the quarter and fiscal year results. To access the conference call, listeners should dial in by 8:45 A.M. Eastern today and request to be connected to the Polo Ralph Lauren Fourth Quarter and Fiscal Year 2003 conference call. The dial-in number is 1-973-317-5319. Alternatively, individuals are invited to listen to a live online broadcast of the conference call by accessing Polo's investor relations' website at http://investor.polo.com. An online archive of the broadcast will be available through 5:00 P.M. Eastern, Friday, May 23, 2003 by accessing Polo's investor relations' website at http://investor.polo.com. A telephone replay of the call will be available from 11:00 A.M. Eastern, Wednesday, May 21, 2003 through 5:00 P.M. Eastern, Friday, May 23, 2003 by dialing 1-973-709-2089 and entering passcode 292699.
Certain statements including, without limitation, the statements made by Ralph Lauren and Roger Farah and the statements relating to the earnings outlook for Fiscal 2004 contained herein constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations and involve certain risks and uncertainties. Actual results might differ materially from those projected in the forward-looking statements. Among the factors that could cause actual results to materially differ are the following: risks associated with implementing the Company's plans to enhance its worldwide luxury retail business, inventory management program and operating efficiency initiatives; risks associated with changes in the competitive marketplace, including the introduction of new products or pricing changes by the Company's competitors; changes in global economic and political conditions; risks associated with the Company's dependence on sales to a limited number of large department store customers, including risks related to extending credit to customers; risks associated with the Company's dependence on its licensing partners for a substantial portion of its net income and risks associated with a lack of operational and financial control over licensed businesses; risks associated with a general economic downturn and other events leading to a reduction in discretionary consumer spending; risks associated with financial distress of licensees, including the impact of our net income and business of one or more licensees reorganization; risks associated with changes in social, political, economic and other conditions affecting foreign operations or sourcing and the possible adverse impact of changes in import restrictions; risks related to our ability to establish and protect our trademarks and other proprietary rights; risks related to fluctuations in foreign currency affecting our foreign subsidiaries' and foreign licensees' results of operations and the relative prices at which we and our foreign competitors sell products in the same market and our operating and manufacturing costs outside of the United States; and risks associated with our control by Lauren family members and the anti-takeover effect of multiple classes of stock; risks associated with consolidations, restructurings and other ownership changes in the retail industry; risks associated with competition in the segments of the fashion and consumer product industries in which the Company operates, including the Company's ability to shape, stimulate and respond to changing consumer tastes and demands by producing attractive products, brands and marketing, and its ability to remain competitive in the areas of quality and price; risks associated with uncertainty relating to the Company's ability to implement its growth strategies; risks associated with the Company's entry into new markets either through internal development activities or through acquisitions; risks associated with the possible adverse impact of the Company's unaffiliated manufacturers inability to manufacture in a timely manner, to meet quality standards or to use acceptable labor practices and other factors detailed in the filings made by the Company with the Securities and Exchange Commission. 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. Polo Ralph Lauren Corporation is a leader in the design, marketing and distribution of premium lifestyle products in four categories: apparel, home, accessories and fragrances. For 35 years, Polo's reputation and distinctive image have been consistently developed across an expanding number of products, brands and international markets. The Company's brand names, which include "Polo", "Polo by Ralph Lauren", "Ralph Lauren Purple Label", "Polo Sport", "Ralph Lauren", "RALPH", "Lauren", "Polo Jeans Co.", "RL", "Chaps", and "Club Monaco" among others, constitute one of the world's most widely recognized families of consumer brands. For more investor information, go to http://investor.polo.com. At fourth quarter and Fiscal 2003 end, the Company operated 255 stores compared to 236 stores at the fourth quarter end last year. For the period ended March 29, 2003, the Company's retail group consisted of 50 Polo Ralph Lauren stores, 60 Club Monaco stores, 93 full line Outlet stores, 22 Polo Jeans Co. Outlet stores, 21 European Outlet stores and nine Club Monaco outlet stores. During the fourth quarter, the Company opened six stores and closed two stores. ###
POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share and per share data) (Unaudited) THREE MONTHS ENDED ----------------------------- MARCH 29, MARCH 30, 2003 2002 ------------ ------------- Wholesale Net Sales $ 421,669 $ 392,495 Retail Net Sales 195,929 180,285 ------------ ------------- NET SALES 617,598 572,780 Licensing Revenue 74,733 60,308 ------------ ------------- NET REVENUES 692,331 633,088 Cost of Goods Sold 346,510 321,296 ------------ ------------- GROSS PROFIT 345,821 311,792 Depreciation and Amortization 20,732 20,685 Other SG&A Expenses 202,084 196,061 Restructuring Charge 6,443 16,000 ------------ ------------- TOTAL SG&A EXPENSES 229,259 232,746 Income from Operations 116,562 79,046 Foreign Currency (Gains) Losses (1,961) (1,621) Interest Expense, Net 3,217 3,829 ------------ ------------- Income Before Income Taxes 115,306 76,838 Provision for Income Taxes 42,087 28,815 ------------ ------------- NET INCOME $ 73,219 $ 48,023 ============ ============= NET INCOME PER SHARE-BASIC $ 0.74 $ 0.49 ============ ============= NET INCOME PER SHARE-DILUTED $ 0.74 $ 0.48 ============ ============= Weighted Average Shares Outstanding-Basic 98,450,000 97,814,000 ============ ============= Weighted Average Shares & Share Equivalents Outstanding-Diluted 99,343,000 99,146,000 ============ ============= The following is a reconciliation of Net Income to Net Income Before Restructuring Charge and Foreign Currency (Gains) Losses: THREE MONTHS ENDED ----------------------------- MARCH 29, MARCH 30, 2003 2002 ------------ ------------- Net Income $ 73,219 $ 48,023 Provision for Income Taxes 42,087 28,815 ------------ ------------- Income Before Income Taxes 115,306 76,838 Add: Restructuring Charge 6,443 16,000 Add: Foreign Currency (Gains) Losses (1,961) (1,621) ------------ ------------- Income Before Income Taxes, Restructuring Charge and Foreign Currency (Gains) Losses 119,788 91,217 Provision for Income Taxes 43,723 34,206 ------------ ------------- Net Income Before Income Taxes, Restructuring Charge and Foreign Currency (Gains) Losses $ 76,065 $ 57,011 ============ ============= NET INCOME PER SHARE BEFORE RESTRUCTURING CHARGE AND FOREIGN CURRENCY (GAINS) LOSSES-BASIC $ 0.77 $ 0.58 ============ ============= NET INCOME PER SHARE BEFORE RESTRUCTURING CHARGE AND FOREIGN CURRENCY (GAINS) LOSSES-DILUTED $ 0.77 $ 0.58 ============ =============
POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share and per share data) (Unaudited) TWELVE MONTHS ENDED -------------------------------------------- PROFORMA(1) ACTUAL MARCH 29, MARCH 30, MARCH 30, 2003 2002 2002 ------------ ------------ ------------ Wholesale Net Sales $ 1,187,363 $ 1,164,087 $ 1,198,060 Retail Net Sales 1,001,958 929,448 924,273 ------------ ------------ ------------ NET SALES 2,189,321 2,093,535 2,122,333 Licensing Revenue 250,019 232,878 241,374 ------------ ------------ ------------ NET REVENUES 2,439,340 2,326,413 2,363,707 Cost of Goods Sold 1,231,739 1,200,855 1,216,904 ------------ ------------ ------------ GROSS PROFIT 1,207,601 1,125,558 1,146,803 Depreciation and Amortization 83,751 82,357 83,919 Other SG&A Expenses 820,990 763,532 753,672 Restructuring Charge 14,443 - 16,000 ------------ ------------ ------------ TOTAL SG&A EXPENSES 919,184 845,889 853,591 Income from Operations 288,417 279,669 293,212 Foreign Currency (Gains) Losses 529 (1,820) (1,820) Interest Expense, Net 13,502 19,029 19,033 ------------ ------------ ------------ Income Before Income Taxes 274,386 262,460 275,999 Provision for Income Taxes 100,151 98,423 103,499 ------------ ------------ ------------ NET INCOME $ 174,235 $ 164,037 $ 172,500 ============ ============ ============ NET INCOME PER SHARE-BASIC $ 1.77 $ 1.68 $ 1.77 ============ ============ ============ NET INCOME PER SHARE-DILUTED $ 1.76 $ 1.66 $ 1.75 ============ ============ ============ Weighted Average Shares Outstanding-Basic 98,331,000 97,470,000 97,470,000 ============ ============ ============ Weighted Average Shares & Share Equivalents Outstanding-Diluted 99,263,000 98,523,000 98,523,000 ============ ============ ============ The following is a reconciliation of Net Income to Net Income Before Restructuring Charge and Foreign Currency (Gains) Losses: TWELVE MONTHS ENDED -------------------------------------------- PRO-FORMA(1) ACTUAL MARCH 29, MARCH 30, MARCH 30, 2003 2002 2002 ------------ ------------ ------------ Net Income $ 174,235 $ 164,038 $ 172,500 Provision for Income Taxes 100,151 98,423 103,499 ------------ ------------ ------------ Income Before Income Taxes 274,386 262,460 275,999 Add: Restructuring Charge 14,443 0 16,000 Add: Foreign Currency (Gains) Losses 529 (1,820) (1,820) ------------ ------------ ------------ Income Before Income Taxes, Restructuring Charge and Foreign Currency (Gains) Losses 289,358 260,640 290,179 Provision for Income Taxes 105,616 97,409 108,817 ------------ ------------ ------------ Net Income Before Income Taxes, Restructuring Charge and Foreign Currency (Gains) Losses $ 183,742 $ 163,231 $ 181,362 ============ ============ ============ NET INCOME PER SHARE BEFORE RESTRUCTURING CHARGE AND FOREIGN CURRENCY (GAINS) LOSSES-BASIC $ 1.87 $ 1.67 $ 1.86 ============ ============ ============ NET INCOME PER SHARE BEFORE RESTRUCTURING CHARGE AND FOREIGN CURRENCY (GAINS) LOSSES-DILUTED $ 1.85 $ 1.66 $ 1.84 ============ ============ ============ (1) Pro forma reflects Europe restated to be reported on a current basis consistent with Fiscal 2003 results.
POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED) MARCH 29, MARCH 30, 2003 2002 ----------- ----------- ASSETS Current assets Cash and cash equivalents $ 343,606 $ 244,733 Accounts receivable, net of allowances 375,823 353,608 Inventories 363,771 349,818 Deferred tax assets 15,735 17,897 Prepaid expenses and other 67,072 42,001 ----------- ----------- 1,166,007 1,008,057 Property and equipment, net 354,996 343,836 Deferred tax assets 54,386 58,127 Goodwill, net 315,559 273,348 Other assets, net 147,874 66,129 ----------- ----------- $ 2,038,822 $ 1,749,497 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short term bank borrowings $ 100,943 $ 32,988 Accounts payable 181,392 177,472 Income taxes payable 55,501 52,819 Accrued expenses and other 162,511 128,492 ----------- ----------- 500,347 391,771 Long-term debt 248,494 285,414 Other noncurrent liabilities 81,214 74,117 Stockholders' equity Common Stock 1,028 1,021 Additional paid-in-capital 504,700 490,337 Retained earnings 776,359 602,124 Treasury Stock, Class A, at cost (4,105,932)and 3,876,506 shares) (77,928) (73,246) Accumulated other comprehensive income(loss) 10,787 (19,799) Unearned compensation (6,179) (2,242) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 1,208,767 998,195 =========== ============ $ 2,088,822 $ 1,749,497 =========== ============