UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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, 2017
DESTINATION MATERNITY CORPORATION
(Exact name of Registrant as specified in Charter)
| | | | |
| Delaware | | 0-21196 | | 13-3045573 |
(State or Other Jurisdiction of Incorporation or Organization) | | Commission File number | | (I.R.S. Employer Identification Number) |
232 Strawbridge Drive
Moorestown, NJ 08057
(Address of Principal Executive Offices)
(856)291-9700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act |
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 Rulel2b-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. Results of Operations and Financial Condition
On December 7, 2017, 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 October 28, 2017. A copy of the press release is attached hereto asExhibit 99.1 and is incorporated herein by reference. A copy of the script read by management during the conference call is attached hereto asExhibit 99.2 and is incorporated herein by reference.
The press release containednon-GAAP financial measures within the meaning of the Securities and Exchange Commission’s 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 followingnon-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 thesenon-GAAP financial measures provides useful information about the Company’s results of operations and/or financial position to both investors and management. Eachnon-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 thesenon-GAAP financial measures as a measure of the performance of the Company. In addition, certain of the Company’s cash and equity incentive compensation plans are based on the Company’s 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 thesenon-GAAP financial measures reflects a measure of the Company’s 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 Company’s operating performance, as determined in accordance with generally accepted accounting principles. The Company may calculate each of thesenon-GAAP financial measures differently than other companies.
With respect to thenon-GAAP financial measures discussed in the press release, the Company has provided, as an attachment to such press release, a reconciliation of thenon-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. Financial Statements and Exhibits
The following exhibits are filed or furnished with this Form8-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: December 8, 2017 | | | | DESTINATION MATERNITY CORPORATION |
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| | | | By: | | /s/ David Stern |
| | | | | | David Stern |
| | | | | | Executive Vice President & Chief Financial Officer |
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