Item 2.02 Results of Operations and Financial Condition.
The Company announced preliminary results for its fiscal fourth quarter ended
August 1, 2020. The estimated 2020 fourth quarter information is subject to the
completion of the Company's standard procedures for the preparation and
completion of its annual financial statements. Given that these reviews are
ongoing, the Company may make further adjustments as a result of developments
occurring between now and the time the financial results are finalized and
publicly filed on Form 10-K. The estimated sales data has been provided to help
investors understand and assess the near-term impacts of the coronavirus
pandemic, but is subject to variability and may not be indicative of results or
trends for any future reporting period. The Company currently estimates that
revenue for its 2020 fiscal fourth quarter will be in the range of $765-$785
million, down from $1.228 billion in the fiscal fourth quarter of the prior
year. The Company saw improving negative comparable sales performance as the
quarter progressed. As a result of the sales decline, the Company expects to
report a significant operating loss for the 2020 fiscal fourth quarter.
From a liquidity standpoint, the Company currently estimates that it will report
cash and cash equivalents as of August 1, 2020 in the range of $580-$590
million. Additionally, the Company ended the fourth quarter with outstanding
term loan debt of $1.272 billion and outstanding borrowings under its revolving
credit agreement of $230 million. The Company's cash and debt may ultimately be
impacted by the Company's July 23, 2020 bankruptcy filing, which is discussed in
more detail in Note 21 to its current report on Form 10-Q for the fiscal quarter
ended May 2, 2020 (the "Third Quarter 2020 Form 10-Q").
The revenue data for the three months ended August 1, 2020 and the cash and debt
balances as of August 1, 2020 are preliminary and have been prepared on the
basis of currently available information. The Company's independent registered
public accounting firm has not audited or reviewed, and does not express an
opinion or any other form of assurance with respect to, this data. This data
does not constitute a comprehensive statement of the Company's financial results
for the three months and fiscal year ended August 1, 2020, and the Company's
final numbers for this data may differ materially from these estimates.
The Company cautions that trading in its securities, including its common stock,
during the pendency of the Chapter 11 Cases is highly speculative and poses
substantial risks. Trading prices for the Company's securities may bear little
or no relationship to the actual recovery, if any, by holders of the Company's
securities in the Chapter 11 Cases. In particular, the Company expects that its
equity holders could experience a significant or complete loss on their
investment, depending on the outcome of the Chapter 11 Cases. Refer to the Third
Quarter 2020 Form 10-Q for a detailed discussion of the Chapter 11 Cases.
.
The information in Item 2.02 of this Current Report on Form 8-K shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
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
expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2020, the Company appointed Kevin Trolaro as Vice President and
Chief Accounting Officer, effective immediately.
From August 2015 until his appointment as Vice President and Chief Accounting
Officer of the Company, Mr. Trolaro, age 50, served as the Company's Vice
President, Financial Reporting. Mr. Trolaro joined the Company in April 2013 as
Assistant Vice President, Assistant Controller, and served as Interim Chief
Financial Officer of the Company from August 2014 to February 2015 and as
interim principal accounting officer from August 2017 to September 2017. Prior
to joining the Company, Mr. Trolaro held several positions at Time Inc. from
2001 to 2012
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where he was most recently Senior Director, Financial Reporting. Mr. Trolaro
began his career at KPMG LLP as an auditor and has been a certified public
accountant since 1994.
Mr. Trolaro does not have any family relationships with any director, executive
officer, or person nominated or chosen by the Company to become a director or
executive officer of the Company. Mr. Trolaro is not a party to any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his assumption of the Chief Account Officer role, Mr. Trolaro
will receive (i) annual base salary of $335,000, (ii) a target incentive plan
opportunity for the 6-month period covering July through December 2020 equal to
$81,250, which amount represents 25% of the sum of (A) 75% of his fiscal 2021
target annual incentive, and (B) 50% of his fiscal 2021 target long-term
incentive.
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