0001144204-11-048304.txt : 20110818 0001144204-11-048304.hdr.sgml : 20110818 20110818070233 ACCESSION NUMBER: 0001144204-11-048304 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110816 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110818 DATE AS OF CHANGE: 20110818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHILDRENS PLACE RETAIL STORES INC CENTRAL INDEX KEY: 0001041859 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 311241495 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23071 FILM NUMBER: 111043737 BUSINESS ADDRESS: STREET 1: 500 PLAZA DRIVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2015582400 MAIL ADDRESS: STREET 1: 500 PLAZA DRIVE CITY: SECAUCUS STATE: NJ ZIP: 07094 8-K 1 v232588_8k.htm FORM 8-K Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2011

THE CHILDREN’S PLACE RETAIL STORES, INC.
(Exact Name of Registrants as Specified in Their Charters)

Delaware
 (State or Other Jurisdiction of Incorporation)
 
0-23071
31-1241495
(Commission File Number)
(IRS Employer Identification No.)

500 Plaza Drive, Secaucus, New Jersey
07094
(Address of Principal Executive Offices)
(Zip Code)

(201) 558-2400
(Registrant’s Telephone Number, Including Area Code)
 
 
(Former Name or Former Address, if Changed Since Last Report)

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))
 
 
 

 
 
Item 1.01
Entry into a Material Definitive Agreement.

On August 16, 2011, the Credit Agreement, dated July 31, 2008, among The Children’s Place Retail Stores, Inc. (the “Company”), as lead borrower and borrower, The Children’s Place Services Company, LLC, as borrower, The Children’s Place (Virginia), LLC, The Children’s Place Canada Holdings, Inc. and thechildrensplace.com, inc., as guarantors, Wells Fargo Retail Finance, LLC (“Wells Fargo”), Bank of America, N.A., HSBC Business Credit (USA) Inc., and JPMorgan Chase Bank, N.A., as lenders (collectively, the “Lenders”), and Wells Fargo, as administrative agent, collateral agent and swing line lender, was amended (the “Seventh Amendment to Credit Agreement”), to extend the term for an additional three years until August 2016, reduce the interest and fees applicable to borrowings and uses of letters of credit, and eliminate the maximum capital expenditures covenant.

The description of the Seventh Amendment to Credit Agreement set forth herein is qualified in its entirety by reference to the full text thereof, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending July 30, 2011.

Item 2.02
Results of Operations and Financial Condition.

On August 18, 2011, the Company issued a press release containing the Company's financial results for the second quarter of the fiscal year ending January 28, 2012 (“Fiscal 2011”), reaffirming its earnings guidance range for Fiscal 2011 and providing a preliminary estimated range of earnings per diluted share from continuing operations for the third quarter of Fiscal 2011.  A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under 2.02 in this report, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical information regarding the Company’s results of operations and financial condition as of and for the second quarter of Fiscal 2011.  In accordance with General Instructions B.2 of Form 8-K, such information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statement and Exhibits.
 
(d)
Exhibits
 
 
Exhibit  99.1
Press release, dated August 18, 2011, issued by the Company (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K).
 
 
2

 
 
Forward Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to the Company’s positioning, and forecasts regarding store openings and earnings per diluted share from continuing operations.  Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “project,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently.  These forward-looking statements are based upon the Company's current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission, including in the “Risk Factors” section of its annual report on Form 10-K for the fiscal year ended January 29, 2011. Included among the risks and uncertainties that could cause actual results and performance to differ materially are the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer spending patterns, which may be affected by a further downturn in the economy or by other factors such as increases in the cost of gasoline and food, and the risk that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or price increases. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 
*           *           *
 
 
3

 
 
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.

Date:  August 18, 2011
 
THE CHILDREN’S PLACE RETAIL STORES, INC.
 
       
 
By:
/s/ Jane Elfers  
  Name:    Jane Elfers  
 
Title: 
President and Chief Executive Officer  
 
 
4

 
EX-99.1 2 v232588_ex99-1.htm EXHIBIT 99.1 Unassociated Document
Exhibit 99.1
 
FOR IMMEDIATE RELEASE
 
THE CHILDREN’S PLACE REPORTS SECOND QUARTER 2011 FINANCIAL RESULTS

Management Updates Fiscal 2011 Earnings Guidance

Secaucus, New Jersey – August 18, 2011 – The Children’s Place Retail Stores, Inc. (Nasdaq: PLCE), the largest pure-play children’s specialty apparel retailer in North America, today announced second quarter net sales for the thirteen weeks ended July 30, 2011 were $343.5 million, compared to $345.3 million in the second quarter of 2010. Comparable retail sales declined 5.6% in the second quarter of 2011.

Gross margin expanded to 33.6% in the second quarter of 2011, compared to 32.9% in the prior year. Strong customer response to the newly-designed product coupled with lower unit inventory levels resulted in higher average unit retails and lower markdowns in the quarter.

The Company’s focus on new store growth drove higher selling, general and administrative expenses in the second quarter of 2011 compared to the previous year, as planned. During the second quarter of 2011, the Company opened 28 new stores compared to 18 stores in 2010. Fiscal year-to-date, The Children’s Place opened 70 new stores compared to 34 stores in the first half of 2010.

The loss from continuing operations after tax was $9.8 million, or $0.38 per share, in the second quarter of 2011, compared to a loss of $8.3 million, or $0.30 per share, in the second quarter of 2010. The $0.38 per share loss was at the upper-end of the Company's guidance range for the quarter.

“Our strategy to significantly reduce the amount of unproductive inventory in our stores resulted in lower mark-downs and solid margin expansion during the quarter, despite higher product costs,” commented Jane Elfers, President and Chief Executive Officer of The Children’s Place. “The competitive environment was highly promotional throughout the quarter which constrained top-line sales. However, with our significantly improved merchandise and tightly controlled inventory, we were able to reach the high-end of our guidance range.”

Ms. Elfers concluded, “We enter the second half of 2011 with much stronger merchandise assortments, an excellent inventory position with conservative back-to-school unit buys, and carryover inventory down significantly compared to last year. While there remains a great deal of economic uncertainty, we believe we are well positioned to continue expanding gross margin in the third quarter and we are updating our fiscal 2011 earnings guidance to be in the range of $3.13 to $3.25 per share.”

Fiscal Year-to-Date
Net sales from continuing operations were $774.3 million fiscal year-to-date 2011, a 1% increase compared to $767.4 million for the same period last year. Comparable retail sales declined 4.3% fiscal year-to-date 2011.

Gross margin expanded to 38.6% from 38.2% fiscal year-to-date 2010.

Income from continuing operations after tax was $19.3 million, or $0.74 per diluted share, fiscal year-to-date 2011, compared to $19.7 million, or $0.70 per diluted share, last year.

 
 

 
 
PLCE – Second Quarter 2011 Financial Results
Page 2
 
 
Share Repurchase Program
During the second quarter of fiscal 2011, the Company repurchased 586 thousand shares for approximately $28.1 million. During the first half of fiscal 2011, the Company repurchased 958 thousand shares for approximately $46.5 million. At the end of the quarter, there was $63.5 million remaining of the $100 million share repurchase program which was authorized by the Board of Directors in March 2011. Under the 2011 share repurchase program, the Company may repurchase shares in the open market at current market prices at the time of purchase or in privately negotiated transactions. The timing and actual number of shares repurchased under the program will depend on a variety of factors including price, corporate and regulatory requirements, and other market and business conditions. The Company may suspend or discontinue the program at any time, and may thereafter reinstitute purchases, all without prior announcement.

Outlook
The Company updated its earnings guidance for fiscal 2011 and now projects earnings per diluted share to be in the range of $3.13 to $3.25, compared to its previous guidance of $3.10 to $3.25.

The Company provided initial guidance for earnings per diluted share from continuing operations for the third quarter of 2011 to be in the range of $1.23 to $1.28.

The Company now expects negative low-single digit comparable retail sales for the third quarter and fiscal 2011, assuming the highly promotional environment continues into the back-half of the year.

The earnings guidance for the third quarter and fiscal 2011 assumes that currency exchange rates will remain where they are today, and does not include the impact of further potential share repurchases.

Amendment to Credit Facility
The Company also announced today that it has amended its bank credit facility to, among other things, extend the term for three years until August 2016, reduce the interest and fees applicable to borrowings and uses of letters of credit, and eliminate the maximum capital expenditures covenant. Currently, there are no amounts borrowed under the credit facility.

Conference Call Information
The Children’s Place will host a conference call to discuss its second quarter 2011 results today at 8:00 a.m. Eastern Time. The call will be broadcast live at http://investor.childrensplace.com. An audio archive will be available on the Company’s website approximately one hour after the conclusion of the call.

About The Children’s Place Retail Stores, Inc.
The Children’s Place is the largest pure-play children’s specialty apparel retailer in North America. The Company designs, contracts to manufacture and sells fashionable, high-quality merchandise at value prices, primarily under the proprietary “The Children's Place” brand name. As of July 30, 2011, the Company operated 1,060 stores and an online store at www.childrensplace.com.
 
 
 

 

Forward Looking Statements
This press release (and the above referenced call) may contain certain forward-looking statements regarding future circumstances, including statements relating to the Company’s positioning, and forecasts regarding store openings and earnings per diluted share from continuing operations. These forward-looking statements are based upon the Company's current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission, including in the “Risk Factors” section of its annual report on Form 10-K for the fiscal year ended January 29, 2011. Included among the risks and uncertainties that could cause actual results and performance to differ materially are the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer spending patterns, which may be affected by a further downturn in the economy or by other factors such as increases in the cost of gasoline and food, and the risk that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or price increases. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

Contact: Jane Singer, Vice President, Investor Relations, (201) 453-6955

(Tables Follow)
 
 
 

 
 
Table 1
THE CHILDREN’S PLACE RETAIL STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 (Unaudited)
 
   
Second Quarter Ended
   
Year-to-Date Ended
 
   
July 30,
   
July 31,
   
July 30,
   
July 31,
 
   
2011
   
2010
   
2011
   
2010
 
Net sales
  $ 343,508     $ 345,301     $ 774,314     $ 767,434  
Cost of sales
    227,943       231,727       475,102       474,156  
Gross profit
    115,565       113,574       299,212       293,278  
Selling, general and administrative expenses
    111,885       107,281       228,607       220,736  
Asset impairment charges
    980       1,222       1,378       2,152  
Depreciation and amortization
    18,478       18,199       36,229       35,824  
Operating income (loss)
    (15,778 )     (13,128 )     32,998       34,566  
Interest (expense), net
    (314 )     (381 )     (585 )     (837 )
Income (loss) from continuing operations before
                               
 income taxes
    (16,092 )     (13,509 )     32,413       33,729  
Provision (benefit) for income taxes
    (6,315 )     (5,241 )     13,106       13,990  
Income (loss) from continuing operations
    (9,777 )     (8,268 )     19,307       19,739  
Income (loss) from discontinued operations,
                               
net of income taxes
    -       35       -       (70 )
Net income (loss)
  $ (9,777 )   $ (8,233 )   $ 19,307     $ 19,669  
                                 
Basic earnings (loss) per share amounts
                               
Income (loss) from continuing operations
  $ (0.38 )   $ (0.30 )   $ 0.74     $ 0.71  
Income (loss) from discontinued operations
    -       0.00       -       (0.00 )
Net income (loss)
  $ (0.38 )   $ (0.30 )   $ 0.74     $ 0.71  
Basic weighted average common shares outstanding
    25,738       27,755       25,925       27,669  
                                 
Diluted earnings (loss) per share amounts
                               
Income (loss) from continuing operations
  $ (0.38 )   $ (0.30 )   $ 0.74     $ 0.70  
Income (loss) from discontinued operations
    -       0.00       -       (0.00 )
Net income (loss)
  $ (0.38 )   $ (0.30 )   $ 0.74     $ 0.70  
Diluted weighted average common shares outstanding
    25,738       27,755       26,163       28,027  

Note: Table may not add due to rounding
 
 
 

 
 
Table 2
THE CHILDREN’S PLACE RETAIL STORES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

   
July 30,
   
January 29,
   
July 31,
 
   
2011
     2011*      2010  
Assets:
                     
                       
Cash and investments
  $ 151,503     $ 185,915     $ 198,228  
Accounts receivable
    22,760       16,121       18,905  
Inventories
    244,061       210,523       214,301  
Other current assets
    64,576       65,142       82,160  
Total current assets
    482,900       477,701       513,594  
                         
Property and equipment, net
    331,277       320,601       318,255  
Other assets, net
    59,074       56,029       60,676  
Total assets
  $ 873,251     $ 854,331     $ 892,525  
                         
Liabilities and Stockholders' Equity:
                       
                         
Accounts payable
  $ 67,738     $ 50,730     $ 68,564  
Accrued expenses and other current liabilities
    85,011       79,666       81,878  
Total current liabilities
    152,749       130,396       150,442  
                         
Other liabilities
    120,623       116,208       116,931  
Total liabilities
    273,372       246,604       267,373  
                         
Stockholders' equity
    599,879       607,727       625,152  
                         
Total liabilities and stockholders' equity
  $ 873,251     $ 854,331     $ 892,525  

* Derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2011.

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