Current Report Filing (8-k)
December 12 2018 - 4:29PM
Edgar (US Regulatory)
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): December 11, 2018
DESTINATION MATERNITY CORPORATION
(Exact name of Registrant as specified in Charter)
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Delaware
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0-21196
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13-3045573
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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232 Strawbridge Drive
Moorestown, NJ 08057
(Address of Principal Executive Offices)
(856)
291-9700
(Registrants telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2
(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4
(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
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Results of Operations and Financial Condition
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On December 11, 2018, Destination Maternity Corporation (the
Company
) issued a press release and held a broadly
accessible conference call to discuss its financial results for the quarter ended November 3, 2018. A copy of the press release is attached hereto as
Exhibit 99.1
. A copy of the script read by management during the conference call
is attached hereto as
Exhibit 99.2
.
The press release
contained non-GAAP financial
measures within the meaning of the Securities and Exchange Commissions Regulation G, including: (a) Adjusted net income (loss) together with the per share
diluted amount represented by this measure; (b) Adjusted EBITDA (operating income (loss) before deduction for the
following non-cash charges:
(i) depreciation and amortization
expense; (ii) loss on impairment of tangible and intangible assets; (iii) loss on disposal of assets; and (iv) stock-based compensation expense), together with the percentage of net sales represented by this measure; and
(c) Adjusted EBITDA before other charges and effect of change in accounting principle, together with the percentage of net sales represented by this measure.
The Company believes that each of
these non-GAAP financial
measures provides useful
information about the Companys results of operations and/or financial position to both investors and management.
Each non-GAAP financial
measure is provided because management believes it is an
important measure of financial performance used in the retail industry to measure operating results, to determine the value of companies within the industry and to define standards for borrowing from institutional lenders. The Company uses each of
these non-GAAP financial
measures as a measure of the performance of the Company. In addition, certain of the Companys cash and equity incentive compensation plans are based on the Companys
level of achievement of Adjusted EBITDA before other charges and effect of change in accounting principle.
The Company provides these
measures to investors to assist them in performing their analysis of its historical operating results. Each of
these non-GAAP financial
measures reflects a measure of the Companys operating
results before consideration of certain charges or credits and consequently, none of these measures should be construed as an alternative to net income (loss) or operating income (loss) as an indicator of the Companys operating performance, as
determined in accordance with generally accepted accounting principles. The Company may calculate each of
these non-GAAP financial
measures differently than other companies.
With respect to
the non-GAAP financial
measures discussed in the press release, the Company
has provided, as an attachment to such press release, a reconciliation of
the non-GAAP financial
measures to the most directly comparable GAAP financial measures.
The disclosure in this Current Report, including in the Exhibits attached hereto, of any financial information shall not constitute an
admission that such information is material. The information contained in Item 2.02 of this
Form 8-K
and Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the
Exchange Act
), nor is it subject to the liabilities of that section or deemed incorporated by reference in any filing under the Exchange
Act unless specifically identified therein as being incorporated by reference.
Item 9.01.
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Financial Statements and Exhibits
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The following exhibits are furnished with this
Form 8-K:
SIGNATURE
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.
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DESTINATION MATERNITY CORPORATION
(Registrant)
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By:
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/s/ Rodney Schriver
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Name:
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Rodney Schriver
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Title:
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Senior Vice President and Chief Accounting Officer
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Date: December 12, 2018
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