- Current report filing (8-K)
March 24 2011 - 7:36AM
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)
March 24, 2011
THE TALBOTS, INC.
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware
|
|
1-12552
|
|
41-1111318
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One Talbots Drive, Hingham, Massachusetts
|
|
02043
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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):
|
|
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o
|
|
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 March 24, 2011, reporting Talbots financial results for the
fourth quarter and full fiscal year 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 2010 and fiscal 2009 results
from continuing operations and operating income which exclude the following special items:
impairment and restructuring charges, merger-related costs (income), cumulative gift card breakage
income adjustment, costs associated with the store re-image initiative and the impact of a change
in tax estimate.
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 or inflows 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, the
majority of which 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; (vi) charges related to the Companys store re-image initiative and restructuring charges
include cash outlays which impact cash flows; and (vii) the cumulative adjustment related to gift
cards is not expected to occur in fiscal 2011; 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.
|
|
|
Item 2.05
|
|
Costs Associated with Exit or Disposal Activities.
|
As part of its fourth quarter and full year earnings release, the Company updated its store
rationalization initiative. The Company continues to reduce its store base and square footage by
its ongoing evaluation of its store portfolio on a market-by-market basis, and evaluates such
factors as overall size and potential sales in each market, current performance and growth
potential of existing stores, and available lease expirations, lease renewals and other lease
termination opportunities. The Company expects to close approximately 90-100 stores and
consolidate and/or downsize approximately 15-20 stores over the course of fiscal years 2011 and
2012, with a majority of those expected to be completed in fiscal year 2011. The Company expects
these actions would reduce gross square footage by approximately 500,000 gross square feet by the
end of fiscal year 2012. It is anticipated that a substantial part of these anticipated closings
and square footage reductions will be implemented at stores that have lease expirations or other
lease termination events occurring in this two-year period. The Company anticipates the cost
associated with these store closures, consolidations and downsizings
to be approximately $18 million, most of which is expected to be lease exit and severance related outlays over the two
years.
The number, identity and timing of these actions are not final and continue to be subject to
further ongoing review and evaluation and may be adjusted as the Company continues to finalize its
plans. The Company will also continue to evaluate its continuing store portfolio and may determine
to close additional stores over the next three fiscal years. These estimates may change based on
various factors, including continuing analysis of markets and store growth potential, costs and
timing of closings, consolidations and downsizings, changes in managements assumptions, changes in
the number and the identity of stores, and other relevant factors.
Section 9 Financial Statements and Exhibits
|
|
|
Item 9.01
|
|
Financial Statements and Exhibits.
|
|
|
|
|
|
|
99.1
|
|
|
Press Release of The Talbots, Inc. dated March 24, 2011.
|
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.
|
|
|
|
|
|
THE TALBOTS, INC.
|
|
Dated: March 24, 2011
|
By:
|
/s/ Michael Scarpa
|
|
|
|
Name:
|
Michael Scarpa
|
|
|
|
Title:
|
Chief Operating Officer,
Chief Financial Officer and
Treasurer
|
|
|
Talbots (NYSE:TLB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Talbots (NYSE:TLB)
Historical Stock Chart
From Jul 2023 to Jul 2024