Attached files
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EX-99.1 - EX-99.1 - TALBOTS INC | b87999exv99w1.htm |
EX-99.2 - EX-99.2 - TALBOTS INC | b87999exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | September 6, 2011 |
THE TALBOTS, INC.
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 September 7, 2011, reporting Talbots financial results for the
second quarter of fiscal 2011.
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 2011 and fiscal 2010 results
from continuing operations and operating income which exclude the following special items:
impairment and restructuring charges, merger-related costs, 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) a majority of merger-related costs
reflect actual cash outlays; (iv) 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; (v)
charges related to the Companys store re-image initiative reflect non-cash accelerated
depreciation and disposal costs; (vi) the change in tax estimate involves a potential cash
liability to be satisfied from future cash flows and (vii) 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 5 Corporate Governance and Management
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 6, 2011, the Company notified Michael Smaldone that he will cease to serve as the
Companys Chief Creative Officer.
Section 9 Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | Press Release of The Talbots, Inc. dated September 7, 2011. |
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99.2 | Press Release of The Talbots, Inc. dated September 7, 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. |
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Dated: September 7, 2011 | By: | /s/ Michael Scarpa | ||
Name: | Michael Scarpa | |||
Title: | Chief Operating Officer, Chief Financial Officer and Treasurer | |||