The Talbots, Inc. (NYSE:TLB) today announced that it expects
stronger-than-anticipated operating results for the fiscal fourth
quarter ending January 30, 2010, as discussed below.
Based on preliminary results, the Company expects total sales
from continuing operations for fourth quarter 2009 to decline
approximately 4%, better than its previously announced range of
down 6% to 8%, driven by positive full price selling in the
quarter. Comparable store sales for the fourth quarter are expected
to decline approximately 7%. Talbots direct marketing sales are
expected to increase approximately 11% compared to last year’s
fourth quarter, reflecting strong customer demand, better
fulfillment and lower return rates.
Fourth quarter cost of sales, buying and occupancy is expected
to improve significantly compared to last year and a range in-line
with the Company’s previously announced outlook of an approximate
2,000 basis point improvement, driven by strong merchandise gross
margins.
Selling, general and administrative expenses in the fourth
quarter are expected to be in the range of approximately $101
million to $103 million, compared to last year’s $141 million and
better than the Company’s previous expectation of $105 million to
$108 million. This outlook does not include restructuring or
impairment charges or merger related costs.
Talbots is currently scheduled to report fourth quarter and
fiscal year 2009 results on April 13, 2010.
The above fourth quarter outlook is based on the Company’s
preliminary estimates, is subject to audit and to the accompanying
forward looking statement, and is not a guarantee of future
performance.
The Talbots, Inc. is a leading specialty retailer and direct
marketer of women’s apparel, shoes and accessories. At the end of
fourth quarter 2009, the Company operated 580 Talbots brand stores
in 46 states, the District of Columbia, and Canada. Talbots brand
on-line shopping site is located at www.talbots.com.
Cautionary Statement and Certain Risk Factors to
Consider
In addition to the information set forth in this press release,
you should carefully consider the risk factors and risks and
uncertainties included in the Company’s Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, as well as in this press
release below.
This press release contains forward-looking information with the
meaning of The Private Securities Litigation Reform Act of 1995.
These statements may be identified by such forward-looking
terminology as “expect,” “achieve,” “plan,” “look,” “believe,”
“anticipate,” “outlook,” “will,” “would,” “should,” “potential,” or
similar statements or variations of such terms. All of the
information concerning our outlook, future liquidity, future
financial performance and results, future credit facilities and
availability, future cash flows and cash needs, and other future
financial performance or financial position, as well as our
assumptions underlying such information, constitute forward-looking
information. Our forward looking statements are based on a series
of expectations, assumptions, estimates and projections about the
Company, are not guarantees of future results or performance, and
involve substantial risks and uncertainty, including assumptions
and projections concerning our liquidity, internal plan,
regular-price and markdown selling, operating cash flows, and
credit availability for all forward periods. Our business and our
forward-looking statements involve substantial known and unknown
risks and uncertainties, including the following risks and
uncertainties:
- Our fourth quarter outlook is
based on our preliminary estimates made in good faith and continues
to be subject to audit and any audit related adjustments, in
connection with our year-end closing;
- Our ability to satisfy the
conditions to consummation of the BPW transactions;
- BPW’s ability to obtain the
necessary support of its stockholders to approve the transactions,
including required affirmative vote of BPW stockholders approving
the transactions as well as the risk that the exercise of
conversion rights by BPW’s stockholders, together with transaction
costs incurred by BPW, may cause the balance of the BPW trust
account to fall below the level necessary to consummate the
transaction;
- BPW’s and our ability to obtain
the necessary participation of BPW warrant holders in the exchange
of BPW warrants for Talbots stock or warrants;
- our ability to satisfy the
conditions to the $200 million credit commitment provided by GE or,
failing that, to obtain sufficient alternative financing on a
timely basis;
- the availability of proceeds of
the BPW trust account following any exercise by stockholders of
their conversion rights and the incurrence of transaction
expenses;
- the continuing material impact
of the deterioration in the U.S. economic environment over the past
two years on our business, continuing operations, liquidity,
financing plans, and financial results, including substantial
negative impact on consumer discretionary spending and consumer
confidence, substantial loss of household wealth and savings, the
disruption and significant tightening in the U.S. credit and
lending markets, and potential long-term unemployment levels;
- our level of indebtedness and
our ability to refinance or otherwise address our short-term debt
maturities, including all Aeon short-term indebtedness due April
16, 2010, on the terms or in amounts needed to satisfy maturities
and to address our longer-term liquidity and cash needs, as well as
our working capital, strategic initiatives and other cash
requirements;
- any lack of sufficiency of
available cash flows and other internal cash resources to satisfy
all future operating needs and other Company cash
requirements;
- satisfaction of all borrowing
conditions under all Aeon credit facilities including no events of
default, accuracy of all representations and warranties, solvency
conditions, absence of material adverse effect or change, and all
other borrowing conditions;
- risk of any default under our
Aeon credit facilities;
- our ability to achieve our 2009
financial plan for operating results, working capital, liquidity
and cash flows;
- risks associated with the
appointment of and transition to a new exclusive global merchandise
buying agent and that the anticipated benefits and cost savings
from this arrangement may not be realized or may take longer to
realize than expected, and risk that upon any cessation of the
relationship for any reason we would be able to successfully
transition to an internal or other external sourcing function;
- our ability to continue to
purchase merchandise on open account purchase terms at existing or
future expected levels and with extended payment of accounts
payable and risk that suppliers could require earlier or immediate
payment or other security due to any payment concern or
timing;
- risks and uncertainties in
connection with any need to source merchandise from alternate
vendors;
- any disruption in our supply of
merchandise;
- our ability to successfully
execute, fund, and achieve our supply chain initiatives,
anticipated lower inventory levels, cost reductions, and our other
initiatives;
- the risk that anticipated
benefits from the sale of the J. Jill brand business may not be
realized or may take longer to realize than expected and the risk
that estimated or anticipated costs, charges and liabilities to
settle and complete the transition and exit from and disposal of
the J. Jill brand business, including both retained obligations and
contingent risk for assigned obligations, may materially differ
from or be materially greater than anticipated;
- our ability to accurately
estimate and forecast future regular-price and markdown selling,
operating cash flows and other future financial results and
financial position;
- the success and customer
acceptance of our merchandise offerings;
- future store closings and
success of and necessary funding for closing underperforming
stores;
- risk of impairment of goodwill
and other intangible and long-lived assets; and
- the risk of continued compliance
with NYSE continued listing conditions.
All of our forward-looking statements are as of the date of this
press release only. In each case, actual results may differ
materially from such forward-looking information. The Company can
give no assurance that such expectations or forward-looking
statements will prove to be correct. An occurrence of or any
material adverse change in one or more of the risk factors or risks
and uncertainties referred to in this press release or included in
our periodic reports filed with the Securities and Exchange
Commission could materially and adversely affect our continuing
operations and our future financial results, cash flows, prospects,
and liquidity. Except as required by law, the Company does not
undertake or plan to update or revise any such forward-looking
statements to reflect actual results, changes in plans,
assumptions, estimates or projections, or other circumstances
affecting such forward-looking statements occurring after the date
of this release, even if such results, changes or circumstances
make it clear that any forward-looking information will not be
realized. Any public statements or disclosures by us following this
release which modify or impact any of the forward-looking
statements contained in this release will be deemed to modify or
supersede such statements in this release.
Additional Information and Where to Find It This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Talbots has filed with the SEC, and the SEC
has declared effective, a Registration Statement on Form S-4
containing a Prospectus/Proxy Statement/Information Statement
regarding the proposed transaction between Talbots and BPW. The
final Prospectus/Proxy Statement/Information Statement regarding
the proposed transaction has been mailed to stockholders of Talbots
and BPW. Talbots intends to file a tender offer statement and other
documents, as required, with the SEC in connection with the warrant
exchange offer. Investors and security holders are urged to read
the Prospectus/Proxy Statement/Information Statement, the tender
offer statement, any amendments or supplements thereto and any
other relevant documents filed with the SEC when available
carefully because they contain important information. Investors
and security holders will be able to obtain free copies of the
Registration Statement, the final Prospectus/Proxy
Statement/Information Statement, the tender offer statement, any
amendments or supplements thereto and other documents filed with
the SEC by Talbots and BPW through the web site maintained by the
SEC at www.sec.gov. In
addition, investors and security holders will be able to obtain
free copies of the Registration Statement, the final
Prospectus/Proxy Statement/Information Statement, the tender offer
statement and any amendments or supplements thereto when they
become available from Talbots by requesting them in writing at
Investor Relations Department, One Talbots Drive, Hingham, MA
02043, or by telephone at (781) 741-4500. The documents filed by
BPW may also be obtained by requesting them in writing to BPW at
BPW Acquisition Corp., Arjay (Richard) Jensen, SVP at BPW
Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY, NY 10153, or by
telephone at (212) 287-3310.
Talbots, BPW and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the security holders of BPW in
connection with the proposed transaction between Talbots and BPW.
You can find information regarding Talbots directors and
executive officers in Talbots definitive proxy statement for its
2009 Annual Meeting of Stockholders, which was filed with the SEC
on April 24, 2009. You can find information regarding
BPW’s directors and executive officers in BPW’s Annual Report on
Form 10-K for its fiscal year ended December 31, 2008, which was
filed with the SEC on March 30, 2009. These documents can be
obtained free of charge from the sources indicated above.
Investors and security holders may obtain additional information
regarding the interests of such participants by reading the final
Prospectus/Proxy Statement/Information Statement, as amended or
supplemented.
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