- Current report filing (8-K)
December 07 2010 - 7:37AM
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 7, 2010
THE TALBOTS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-12552
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41-1111318
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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One Talbots Drive, Hingham, Massachusetts
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02043
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(781) 749-7600
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition.
Attached and being furnished as Exhibit 99.1 is a copy of a press release of The Talbots, Inc.
(Talbots or the Company) dated December 7, 2010, reporting Talbots financial results for the
third quarter of fiscal 2010.
To supplement the Companys financial results presented in accordance with U.S. Generally
Accepted Accounting Principles (GAAP), the Company uses, and has also included in the attached
press release, certain non-GAAP financial measures. These non-GAAP financial measures should not be
considered in isolation, or as a substitute for, or superior to, financial measures calculated in
accordance with GAAP and are used solely to provide supplemental information together with our
reported GAAP amounts. These non-GAAP financial measures may also be calculated differently from
similar measures disclosed by other companies.
To ease the use and understanding of our non-GAAP financial measures, the Company
provides a detailed reconciliation of such non-GAAP financial measures and identifies each of the
exclusions in arriving at the Companys adjusted (non-GAAP) amounts.
In the accompanying press release, the Company includes fiscal 2009 and fiscal 2010 results
from continuing operations and operating income which exclude the following special items:
merger-related costs, restructuring charges, impairment charges, costs associated with the store
re-image initiative and the impact of a change in tax estimate. The Company also provides certain
fourth fiscal quarter and full year 2010 outlook which excludes the special items noted above.
Management uses these financial measures, together with GAAP results, as an additional tool in
assessing the impact and results of the Companys ongoing strategic initiatives, evaluating
historical core operating performance and any potential trends in the Companys core operating
performance, assessing management performance, and assessing operating performance against other
companies. Management believes that these financial measures are helpful to investors as an
additional tool to further facilitate an investors understanding and evaluation of the Companys
operating performance, as these measures identify items which Management believes impact
comparability and which are not necessarily indicative of ongoing core operating performance.
Material limitations of these financial measures are: (i) such measures do not reflect actual
GAAP amounts and adjust for special items which impact the corresponding GAAP amounts, such as GAAP
margins, GAAP income and GAAP earnings per share, as applicable; (ii) such measures may involve
actual cash outlays which impact cash flows; (iii) the change in tax estimate involves a potential
cash liability to be satisfied from future cash flows; (iv) merger-related costs reflect actual
cash outlays; (v) impairment charges reflect an actual decrease in the carrying value of one or
more assets based on current estimates of the fair value of those assets; and (vi) charges related
to the Companys store re-image initiative and restructuring charges include cash outlays which
impact cash flows; all of the above may be material to an investors understanding of the Companys
financial position. Management compensates for these limitations by clarifying that these measures
are only supplemental to the reported GAAP operating metrics and should not be considered in
isolation, and by providing the directly comparable GAAP financial measure.
Exclusion of items in the Companys non-GAAP measures should not be considered as an inference
that these items are unusual, infrequent or non-recurring.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1
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Press Release of The Talbots, Inc. dated December 7, 2010.
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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.
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THE TALBOTS, INC.
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Dated: December 7, 2010
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By:
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/s/ Michael Scarpa
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Name:
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Michael Scarpa
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Title:
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Chief Operating Officer,
Chief Financial Officer
and Treasurer
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