8-K

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): May 21, 2014

DESTINATION XL GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	01-34219	04-2623104
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

555 Turnpike Street, Canton, Massachusetts	02021
(Address of Principal Executive Offices)	(Zip Code)

(781) 828-9300

(Registrant’s telephone number, including area code)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 -Regulation FD Disclosure

The Company will be presenting a slide presentation to various investment groups at upcoming investor conferences beginning May 22, 2014. The Company has updated its forward-looking information slide to add information regarding non-GAAP financial measures and has added two new slides to its current presentation. A copy of the slides is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

One of the slides includes financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). The Company believes that the non-GAAP measures are useful as an additional means for investors to evaluate the Company’s operating results, when reviewed in conjunction with the Company’s GAAP financial statements.

A reconciliation of the Non-GAAP Financial Measures to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, is included as Appendix A to the investor presentation. A copy of the Appendix A slide is attached to this report as Exhibit 99.2 and is incorporated by reference herein.

The full slide presentation is available on the investor relations page of the Company’s website at www.destinationxl.com.

The slides contained in the exhibit include statements intended as “forward-looking statements,” which are subject to the cautionary statement about forward-looking statements set forth in the exhibit. The additional slides are being furnished, not filed, pursuant to Regulation FD. Accordingly, the slides will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of these slides is not intended to, and does not, constitute a determination or admission by the Company that the information in the slide presentation is material or complete, or that investors should consider this information before making an investment decision with respect to the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Supplemental or Updated Slides to Investor Presentation dated May 2014.
99.2	Appendix A Slide –Reconciliation of Non-GAAP Financial Measures.

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 hereunto duly authorized.

	DESTINATION XL GROUP, INC.
Date: May 21, 2014	By:	/s/ Robert S. Molloy
	Name:	Robert S. Molloy
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Destination XL Group, Inc.

FORWARD

LOOKING

STATEMENTS

AND

NON-

GAAP

MEASURES

Forward Looking Statements:

Certain information contained in this presentation, including, but not limited to, sales, cash flows, operating margins and store

counts for fiscal

2014, constitute forward-looking statements under the federal securities laws. The discussion of forward-

looking information requires management of the Company to make certain estimates and assumptions regarding the Company's

strategic direction and the effect of such plans on the Company's financial results. Such forward-looking statements are subject

to various risks and uncertainties that could cause actual results to differ materially from those indicated. Such risks and

uncertainties may include, but are not limited to: the failure to implement the Company's business plan for increased profitability

and growth in the Company's retail stores sales and direct-to-consumer business, the failure to achieve improvement in the

Company's competitive position, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions,

economic

downturns,

a

weakness

in

overall

consumer

demand,

trade

and

security

restrictions

and

political

or

financial

instability

in countries where goods are manufactured, increases in raw material costs from inflation and other factors, the interruption of

merchandise flow from the Company's distribution facility, competitive pressures, and the adverse effects of natural disasters,

war, acts of terrorism or threats of either, or other armed conflict, on the United States and international economies. These, and

other risks and uncertainties, are detailed in the Company's Annual Report on Form 10-K filed with the Securities and Exchange

Commission for the fiscal year ended February 1, 2014 filed on March 17, 2014 and other Company filings with the Securities

and Exchange Commission. The Company assumes no duty to update or revise its forward-looking statements even if

experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Non-GAAP Measures:

EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin are non-GAAP measures. The Company believes

that these non-GAAP measures are useful as additional means for investors to evaluate the Company's operating results, when

reviewed in conjunction with the Company's GAAP financial statements. Please see Appendix A for additional information

concerning these non-GAAP measures and a reconciliation to their respective GAAP measures.

2

Exhibit 99.1

Destination XL Group, Inc.

SALES MODEL–CMXL vs. DXL

Pre-

DXL

Current Annualized

Figures

At Maturity

Store Size (sq. ft.)

3,600

8,100

8,100

Sales/Sq.ft.

$174

$147

$220

Total Store count

445

99

230

Store Sales (in millions)

$279

$118

$410

10

•DXL provides a high growth model that will drive shareholder value; whereas, the Casual Male XL stores

were a low growth business model.

*Average store

Pro-Forma

Destination XL Group, Inc.

21

EBITDA & EBITDA MARGIN

(1)  EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin are non-GAAP measures. The above

Adjusted EBITDA for fiscal 2011 excludes a trademark impairment charge of $23.1 million. For additional

information about these non-GAAP measures, including a reconciliation to their respective GAAP measures, see

Appendix A attached to this presentation.

(1)

$25.0

$31.4

$31.2

$29.4

$7.7

2009

2010

2011

2012

2013

($MM)

EBITDA (1)

EBITDA as a Percentage of Sales (1)

EX-99.2

RECONCILIATION OF NON-GAAP FINANCIAL

MEASURES

Fiscal year:

2009

2010

2011

2012

2013

Sales

$  393.9

$  392.0

$  395.9

$   399.6

$  388.0

Operating Income (Loss), GAAP Basis

$     9.5

$    18.2

$    (4.4)

$     13.9

$  (13.1)

Add back:

Depreciation and Amortization

$    15.5

$    13.2

$   12.5

$      15.5

$   20.8

EBITDA

$    25.0

$    31.4

$     8.1

$       29.4

$     7.7

Adjustment for Trademark Impairment

-

-

$    23.1

-

-

ADJUSTED EBITDA

-

-

$    31.2

-

-

EBITDA MARGIN

6.3%

8.0%

2.0%

7.4%

2.0%

ADJUSTED EDITDA MARGIN

7.9%

Appendix A

Exhibit 99.2

•

In addition to Operating Income (Loss) determined in accordance with United States Generally Accepted Accounting Principles (GAAP), the Company uses

certain non-GAAP financial measures, such as “EBITDA,” “Adjusted  EBITDA,”EBITDA  Margin” and “Adjusted EBITDA Margin” in assessing its operating

performance. The Company believes that these non-GAAP measures serve as appropriate measures to be used in evaluating the performance of its

business.

•

The Company defines EBITDA as Operating Income (Loss) before Depreciation and Amortization.  In addition, Adjusted EBITDA for fiscal 2011 excludes

the impact of a non-recurring trademark impairment charge.  The Company defines EBITDA Margin and Adjusted EBITDA  Margin as EBITDA or Adjusted

EBITDA divided by Sales. 

.

•

EBITDA and Adjusted EBITDA as defined by the Company may not be comparable to similarly titled measures reported by other companies. The Company

does not intend for non-GAAP financial measures to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP.

•

The following table provides a reconciliation of Operating Income (Loss), on a GAAP basis, to  EBITDA and Adjusted EBITDA, on a non-GAAP basis (in

millions, except percentages)