Current Report Filing (8-k)
11 September 2018 - 8:03PM
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): August 4, 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 or Organization)
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Commission
File number
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(I.R.S. Employer
Identification Number)
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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
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
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act
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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 September 10, 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 August 4, 2018. A copy of the press release is attached hereto as
Exhibit 99.1
and is incorporated herein by reference. A copy of the script read by
management during the conference call is attached hereto as
Exhibit 99.2
and is incorporated herein by reference.
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.
Item 9.01.
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Financial Statements and Exhibits
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The following exhibits are filed or furnished with this Form
8-K:
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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 duly authorized.
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Date: September 10, 2018
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DESTINATION MATERNITY CORPORATION
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By:
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/s/ Marla A. Ryan
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Marla A. Ryan
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Chief Executive Officer
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