Item 2.02 Results of Operations and Financial Condition.
On December 11, 2019, the Company issued a press release containing the
Company's financial results for the third quarter of the fiscal year ending
February 1, 2020 ("Fiscal 2019"), providing an updated estimated range of
adjusted net income per diluted share for Fiscal 2019 and providing a
preliminary estimated range of adjusted net income per diluted share for the
fourth quarter of Fiscal 2019. A copy of the press release is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
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 third
quarter of Fiscal 2019. 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, 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 8.01 Other Events.
On December 11, 2019, the Company issued a press release announcing that its
Board of Directors has declared a quarterly cash dividend of $0.56 per share,
payable on December 27, 2019 to holders of record of the Company's common stock
on December 16, 2019. A copy of the press release is being furnished as Exhibit
99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release, dated December 11, 2019, issued by the Company
(Exhibit 99.1 is furnished as part of this Current Report on Form 8-K).
Exhibit 99.2 Press Release, dated December 11, 2019, issued by the Company
(Exhibit 99.2 is furnished as part of this Current Report on Form 8-K).
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Forward Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2,
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, 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 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, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 11, 2019
THE CHILDREN'S PLACE, INC.
By: /s/ Jane Elfers
Name: Jane Elfers
Title: President and Chief Executive Officer
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