Item 2.02 Results of Operations and Financial Condition.
On March 17, 2020, the Company issued a press release containing the Company's
financial results for the fourth quarter of the fiscal year ended February 1,
2020 ("Fiscal 2019") and for Fiscal 2019. A copy of the press release is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As also set forth in the Company's March 17, 2020 press release furnished as
Exhibit 99.1 hereto, the Company announced that, as a result of the ongoing
uncertainty regarding the evolving COVID-19 pandemic, the Company has
temporarily suspended its capital return program, inclusive of share repurchases
and dividends.
The information in this Current Report 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 fourth
quarter of Fiscal 2019 and for Fiscal 2019. In accordance with General
Instruction 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, as amended (the "Exchange
Act"), 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 Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release, dated March 17, 2020, issued by the Company (Exhibit
99.1 is furnished as part of this Current Report on Form 8-K).
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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Forward Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1, contains or may contain
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 strategic initiatives and adjusted net
income per diluted share. 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 February 2, 2019. 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, risks related to COVID-19 and its impacts on our markets (including
decreased customer traffic, closures of schools and other activities causing
decreased demand for our products and negative impacts on our customers'
spending patterns due to decreased income or actual or perceived wealth), 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 changes
in economic conditions, the risk that the Company's strategic initiatives to
increase sales and margin are delayed or do not result in anticipated
improvements, the risk of delays, interruptions and disruptions in the Company's
global supply chain, including resulting from COVID-19 or other disease
outbreaks, foreign sources of supply in less developed countries or more
politically unstable countries, 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,
various types of litigation, including class action litigations brought under
consumer protection, employment, and privacy and information security laws and
regulations, the imposition of regulations affecting the importation of
foreign-produced merchandise, including duties and tariffs, and the uncertainty
of weather patterns. 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.
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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: March 17, 2020
THE CHILDREN'S PLACE, INC.
By: /s/ Jane Elfers
Name: Jane Elfers
Title: President and Chief Executive Officer
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