8-K

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) March 9, 2004

Wilsons The Leather Experts Inc.
(Exact name of registrant as specified in its charter)

Minnesota	0-21543	41-1839933
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7401 Boone Ave. N.
Brooklyn Park, Minnesota
(Address of principal executive offices) 55428
(Zip Code)

Registrant’s telephone number, including area code (763) 391-4000

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits
	Item 12. Results of Operations and Financial Condition
SIGNATURES
Index to Exhibits
Press Release
Reconciliation Table of non-GAAP Numbers

Item 7. Financial Statements and Exhibits

     (c)  Exhibits. The following exhibits are filed with this report.

99.1	The Press Release of Wilsons The Leather Experts Inc. (the “Company”) dated March 9, 2004, containing its financial results for the fourth quarter ended January 31, 2004.
99.2	Reconciliation Table of non-GAAP numbers.

Item 12. Results of Operations and Financial Condition

     On March 9, 2004, the Company issued the Press Release that is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     The Press Release contains information concerning the Company’s net income (loss) before restructuring and other charges, which is not calculated in accordance with generally accepted accounting principals (“GAAP”). A reconciliation of these non-GAAP financial measures is contained in the Press Release filed herewith. In addition, other non-GAAP financial measures, which exclude amounts related to restructuring and other charges, will also be mentioned in the Company’s earnings conference call to be held on March 9, 2004. A reconciliation of these non-GAAP financial measures to GAAP numbers is included in Exhibit 99.2 filed herewith. The Company believes that the presentation of net income (loss) before the restructuring and other charges and other non-GAAP numbers calculated before the restructuring charges provides a useful analysis of its ongoing operating trends and helps investors compare operating performance period to period.

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.

		WILSONS THE LEATHER EXPERTS INC.
Date:	March 9, 2004	By	/s/ Peter G. Michielutti Peter G. Michielutti Executive Vice President and Chief Financial Officer

Index to Exhibits

Exhibit
No.	Description
99.1	The Company’s Press Release dated March 9, 2004 containing its financial results for the fourth quarter ended January 31, 2004.
99.2	Reconciliation Table of non-GAAP numbers.

EX-99.1 3 c83228exv99w1.htm PRESS RELEASE

Contacts:
Pete Michielutti	Stacy Kruse
Chief Financial Officer	Director of Finance, Treasurer
Wilsons The Leather Experts Inc.	Wilsons The Leather Experts Inc.
(763) 391-4000	(763) 391-4000

For Immediate Release

Wilsons The Leather Experts Announces
Fourth Quarter and Fiscal Year 2003 Operating Results

     MINNEAPOLIS — (BUSINESS WIRE) — March 9, 2004 — Wilsons The Leather Experts Inc. (NASDAQ: WLSN) today announced results for the fourth quarter ended January 31, 2004, and fiscal year 2003.

     Net sales at Wilsons Leather stores for the fourth quarter decreased 11.5% to $268.1 million versus $303.1 million for the year-ago quarter. Included in the sales for the current fourth quarter was approximately $3.3 million in liquidation sales resulting from the transfer of inventory to an independent liquidator in conjunction with the expected closing of approximately 111 stores.

     The Company reported fourth quarter net income of $12.4 million, or $0.60 per fully diluted share, versus net income of $2.4 million, or $0.12 per fully diluted share, in the year-ago fourth quarter. Included in the results for the fourth quarter of 2003 is an after-tax loss of $8.6 million, or $0.41 per fully diluted share, related to the transfer of inventory to an independent liquidator in conjunction with the expected closing of approximately 111 stores; severance related to staff reductions; accelerated depreciation related to store closings; a loss on the disposal of assets associated with the closing of the Las Vegas, Nevada distribution center; and other miscellaneous charges. Included in the results for the fourth quarter of 2002 was an after-tax loss of $27.4 million, or $1.34 per fully diluted share, related to the discontinued operations associated with the closing of the travel subsidiaries. Net income from continuing operations for the fourth quarter of 2003, when adjusted to remove the $8.6 million in restructuring and other charges, was $21.0 million, or $1.01 per fully diluted share, and compares to year-ago net income from continuing operations of $29.8 million, or $1.46 per fully diluted share. Also included in the current quarter was a charge of $13.4 million related to a valuation allowance for deferred taxes.

     Net sales for the full year ended January 31, 2004, decreased 8.8% to $521.0 million versus $571.5 million for the prior fiscal year. The year-over-year decline in sales is attributable to a 6.8% decline in comparable store sales. The net loss for the current twelve-month period was $33.6 million, or $1.64 per fully diluted share, versus the year-ago net loss before discontinued operations related to the travel subsidiaries, and the cumulative effect of a change in accounting principle, of

$14.3 million, or $0.71 per fully diluted share. The net loss for 2003, when adjusted to remove the $8.6 million in restructuring and other charges, was $25.0 million, or $1.22 per fully diluted share. The increase in loss in 2003 was the result of a combination of lower sales, reduced income tax benefits, store liquidations, and restructuring and other charges. The year-ago net loss after discontinued operations related to the travel subsidiaries, and the cumulative effect of a change in accounting principle was $80.9 million, or $4.03 per fully diluted share.

     A reconciliation of net income (loss) from continuing operations and fully diluted income (loss) from continuing operations per share with and without the $8.6 million in restructuring and other charges appears in an accompanying table. Net income (loss) from continuing operations and fully diluted income (loss) from continuing operations per share excluding these restructuring and other charges are measures of performance that are not defined by generally accepted accounting principles (GAAP) and should be viewed in addition to, and not in lieu of, net income (loss) from continuing operations and fully diluted income (loss) from continuing operations per share as reported on a GAAP basis.

     Joel Waller, Chairman and Chief Executive Officer, commented, “2003 was a disappointing year for Wilsons Leather. Our number one priority was to improve our operating performance and grow sales and profitability. While we did make significant improvements on the cost side of the business—improving our cash position by 39.3% and reducing our accounts payable balance by 47.6% over 2002—in the end, we didn’t grow the top line and that’s unacceptable. As a result, we are being very aggressive in taking immediate actions to improve our performance and drive sales in 2004.”

     In January, the Company reduced its work force to more accurately reflect the current revenue base, announced the closure of up to 111 under-performing stores and began liquidating excess inventory.

     Mr. Waller concluded, “During the next year, our focus will be to increase sales and margins by enhancing the productivity of our existing store base, strengthening our overall capital position and reducing our risk profile, and enhancing our brand position.”

     The Company is currently working with certain current noteholders and the bank syndicate to attempt to refinance its 111/4% Senior Notes due August 2004 (the “111/4% Senior Notes”) and amend its senior credit agreement. Under the terms of the Senior Credit Agreement, the Company is required to have a plan acceptable to its senior lenders to amend, refund, renew, extend, or refinance its 111/4% Senior Notes by March 15, 2004. The refinancing of the 111/4% Senior Notes is required to occur on or before April 15, 2004. If the Company does not present a plan satisfactory to the senior lenders by March 15, 2004, or if it is unable to amend, refund, renew, extend, or refinance its 111/4% Senior Notes on or before April 15, 2004, it will be in default of its Senior Credit Agreement. In that

event, General Electric Capital Corporation would be entitled to suspend the Company’s right to borrow under its senior credit agreement and could accelerate payment of its $25.0 million Term B promissory note. The Company is currently in discussions with some of its noteholders, but cannot provide any assurance that it will be able to amend, refund, renew, extend, or refinance its 111/4% Senior Notes on or before April 15, 2004.

     Wilsons Leather today issued guidance for the fiscal year ending January 29, 2005. At this time, the Company anticipates full year net sales in the range of $410-$430 million and a fully diluted loss per share of between $1.33 and $1.68. Included in the fully diluted loss per share are additional restructuring and other charges of $25-27 million related to the store closures announced in the fourth quarter of 2003.

About Wilsons Leather

     Wilsons Leather is the leading specialty retailer of leather outerwear, accessories and apparel in the United States. As of January 31, 2004, Wilsons Leather operated 460 stores located in 45 states and the District of Columbia, including 334 mall stores, 107 outlet stores and 19 airport stores. During the month of January 2004, the Company engaged an independent liquidator to operate 111 stores that are expected to close in the next 60 days. The Company, which regularly supplements its permanent mall stores with seasonal stores during its peak selling season from October through January, operated 229 seasonal stores in 2003.

This press release contains forward-looking statements that involve risks and uncertainties, and actual results may be materially different. Such statements are based on information available to management as of the time of such statements, and relate to, among other things, the Company’s net sales, liquidity, debt service obligations, store closings, results of operations and operating performance, expected demand for the Company’s products and an auditor’s opinion on our financial statements that includes a “going concern” qualification. Factors that could cause actual results to differ include: risks associated with our debt service, including shareholder dilution relating to amending, refunding, renewing, extending, or refinancing its 111/4% Senior Notes; unseasonable weather; seasonality of the business; economic downturns; competition in our markets; changes in customer shopping patterns; change in consumer preferences and fashion trends away from leather; failure of results of operations to meet expectations of research analysts; risks associated with foreign sourcing and international business; risks associated with estimates made in our critical accounting policies; risks associated with future growth; disruptions in product supplies; decreased availability and increased cost of leather; loss of key members of our management team; reliance on third parties for maintaining our management information systems; concentration of our common stock; anti-takeover effects of classified board provisions in our articles of incorporation and by-laws; volatility of our common stock; war, acts of terrorism or the threat of either; and interruption in the operation of corporate offices and distribution centers. The information included in this press release is operative as of this date only. Wilsons Leather does not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. In order to ensure that all investors continue to have equal access to the same information, Wilsons Leather will refrain from updating projections made in this press release unless it does so through means designed to provide broad distribution of the information to the public.

###

Wilsons The Leather Experts Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands)

			January 31,		February 1,
Assets			2004			2003
Current Assets:
	Cash and cash equivalents		$	42,403		$	30,442
	Accounts receivable, net			6,122			5,162
	Inventories			89,298			118,701
	Prepaid expenses			3,719			3,812
	Assets of discontinued operations			—			3,379
	Deferred income taxes			—			3,777
	Refundable income taxes			—			3,064
		Total current assets		141,542			168,337
Property and equipment, net				60,047			73,974
Goodwill and other assets, net				2,538			3,315
Deferred income taxes				—			865
		Total assets	$	204,127		$	246,491
	Liabilities and Shareholders’ Equity
Current Liabilities:
	Accounts payable		$	10,198		$	19,447
	Notes payable			490			—
	Current portion of long-term debt			30,635			45
	Accrued expenses			26,670			25,219
	Liabilities of discontinued operations			406			15,075
	Income taxes payable			3,214			—
	Deferred income taxes			6,477			—
		Total current liabilities		78,090			59,786
Long-term debt				25,064			55,695
Other long-term liabilities				13,893			13,782
Deferred income taxes				1,726			—
Total shareholders’ equity				85,354			117,228
		Total liabilities and shareholders’ equity	$	204,127		$	246,491

Note: The Company’s inventories are determined by the retail method on the last-in, first-out (LIFO) basis. The difference in inventories between the LIFO method and the first-in, first-out (FIFO) method was not material as of January 31, 2004 or February 1, 2003.

Wilsons The Leather Experts Inc. and Subsidiaries
Consolidated Statements of Operations
(In Thousands, Except Per Share Amounts)
(Unaudited)

				Three Months Ended
			January 31,				February 1,
					2004		2003
Net sales					$	268,094	$	303,108
	Cost of goods sold, buying and occupancy costs					168,070		187,904
		Gross margin				100,024		115,204
	Selling, general and administrative expenses					50,309		57,736
	Depreciation and amortization					6,675		4,836
		Operating income				43,040		52,632
	Interest expense, net					3,237		2,964
		Income from continuing operations before income taxes				39,803		49,668
	Income tax provision					27,431		19,868
	Income from continuing operations					12,372		29,800
	Loss from discontinued operations, net of tax					—		(27,402	)
		Net Income			$	12,372	$	2,398
Basic earnings per share:
	Income from continuing operations				$	0.60	$	1.46
	Loss from discontinued operations					—		(1.34	)
		Basic earnings per share			$	0.60	$	0.12
Weighted average shares outstanding — basic						20,641		20,394
Diluted earnings per share:
	Income from continuing operations				$	0.60	$	1.46
	Loss from discontinued operations					—		(1.34	)
		Diluted earnings per share			$	0.60	$	0.12
Weighted average shares outstanding — diluted						20,776		20,455

Wilsons The Leather Experts Inc. and Subsidiaries
Consolidated Statements of Operations
(In Thousands, Except Per Share Amounts)

			Year Ended
			January 31,			February 1,
			2004			2003
Net sales			$	521,025		$	571,547
	Cost of goods sold, buying and occupancy costs			377,060			404,304
		Gross margin		143,965			167,243
	Selling, general and administrative expenses			150,678			164,513
	Depreciation and amortization			19,207			16,333
		Operating loss		(25,920	)		(13,603	)
	Interest expense, net			10,868			10,253
	Loss from continuing operations before income taxes and cumulative effect of a change in accounting principle			(36,788	)		(23,856	)
	Income tax benefit			(3,205	)		(9,543	)
	Loss from continuing operations before cumulative effect of a change in accounting principle			(33,583	)		(14,313	)
	Loss from discontinued operations, net of tax			—			(42,014	)
	Cumulative effect of a change in accounting principle, net of tax			—			(24,567	)
		Net loss	$	(33,583	)	$	(80,894	)
Basic and diluted loss per share:
	Loss from continuing operations before cumulative effect of a change in accounting principle		$	(1.64	)	$	(0.71	)
	Loss from discontinued operations			—			(2.10	)
	Cumulative effect of a change in accounting principle			—			(1.22	)
		Basic and diluted loss per share	$	(1.64	)	$	(4.03	)
Weighted average shares outstanding — basic and diluted				20,528			20,053

Wilsons The Leather Experts Inc. and Subsidiaries
Supplemental Information
(In Thousands, Except Per Share Amounts)
(Unaudited)

Reconciliation of GAAP net income (loss) from continuing operations to adjusted net income (loss) from continuing operations:

	Three Months Ended January 31,2004				Year Ended January 31,2004
			Per Fully					Per Fully
			Diluted Share					Diluted Share
Net Income (loss) from continuing operations as reported	$	12,372	$	0.60	$	(33,583	)	$	(1.64	)
Restructuring and other charges (1)		8,599		0.41		8,599			0.42
Adjusted net income from continuing operations	$	20,971	$	1.01	$	(24,984	)	$	(1.22	)

(1) Includes $8.6 million related to the transfer of inventory to an independent liquidator in conjunction with the expected closing of approximately 111 stores, severance related to staff reductions; accelerated depreciation related to store closings; a loss on disposal of assets associated with the closing of the Las Vegas distribution center, and other miscellaneous charges.

EX-99.2 4 c83228exv99w2.htm RECONCILIATION TABLE OF NON-GAAP NUMBERS

Wilsons The Leather Experts Inc. and Subsidiaries
Supplemental Information — Consolidated Statement of Operations
(In Thousands, Except Per Share Amounts)
(Unaudited)

Reconciliation of GAAP Consolidated Statement of Operations to Adjusted Statement of Operations:

			Three Months Ended		Restructuring			Three Months Ended
			January 31,		And Other			January 31,
			2004 - As Reported		Charges (1)			2004 - Adjusted
Net sales			$	268,094	$	3,290		$	264,804
	Cost of goods sold, buying and occupancy costs			168,070		7,172			160,898
		Gross margin		100,024		(3,882	)		103,906
	Selling, general and administrative expenses			50,309		2,805			47,504
	Depreciation and amortization			6,675		1,912			4,763
		Operating income		43,040		(8,599	)		51,639
	Interest expense, net			3,237		—			3,237
		Income from continuing operations before income taxes		39,803		(8,599	)		48,402
	Income tax provision			27,431		—			27,431
	Income from continuing operations			12,372		(8,599	)		20,971
		Net Income	$	12,372	$	(8,599	)	$	20,971
Basic earnings per share:
	Income from continuing operations		$	0.60	$	0.42		$	1.02
		Basic earnings per share	$	0.60	$	0.42		$	1.02
Weighted average shares outstanding — basic				20,641		—			20,641
Diluted earnings per share:
	Income from continuing operations		$	0.60	$	0.41		$	1.01
		Diluted earnings per share	$	0.60	$	0.41		$	1.01
Weighted average shares outstanding — diluted				20,776		—			20,776

(1) Includes $8.6 million related to the transfer of inventory to an independent liquidator in conjunction with the expected closing of approximately 111 stores, severance related to staff reductions; accelerated depreciation related to store closings; a loss on disposal of assets associated with the closing of the Las Vegas distribution center, and other miscellaneous charges.

Wilsons The Leather Experts Inc. and Subsidiaries
Supplemental Information — Consolidated Statement of Operations
(In Thousands, Except Per Share Amounts)
(Unaudited)

Reconciliation of GAAP Consolidated Statements of Operations to Adjusted Statement of Operations

			Year Ended			Restructuring			Year Ended
			January 31,			And Other			January 31,
			2004 - As Reported			Charges (1)			2004 - Adjusted
Net sales			$	521,025		$	3,290		$	517,735
	Cost of goods sold, buying and occupancy costs			377,060			7,172			369,888
		Gross margin		143,965			(3,882	)		147,847
	Selling, general and administrative expenses			150,678			2,805			147,873
	Depreciation and amortization			19,207			1,912			17,295
		Operating loss		(25,920	)		(8,599	)		(17,321	)
	Interest expense, net			10,868			—			10,868
		Loss from continuing operations before income taxes		(36,788	)		(8,599	)		(28,189	)
	Income tax benefit			(3,205	)		—			(3,205	)
	Loss from continuing operations			(33,583	)		(8,599	)		(24,984	)
		Net Loss	$	(33,538	)	$	(8,599	)	$	(24,939	)
Basic and diluted loss per share:
	Loss from continuing operations		$	(1.64	)	$	0.42		$	(1.22	)
		Basic loss per share	$	(1.64	)	$	0.42		$	(1.22	)
Weighted average shares outstanding — basic and diluted				20,528			—			20,528

(1) Includes $8.6 million related to the transfer of inventory to an independent liquidator in conjunction with the expected closing of approximately 111 stores, severance related to staff reductions; accelerated depreciation related to store closings; a loss on disposal of assets associated with the closing of the Las Vegas distribution center, and other miscellaneous charges.

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EX-99.2

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