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EX-99.1 - EXHIBIT 99.1 - Mahwah Bergen Retail Group, Inc.pre-announce5_172pmfinal1.htm


 

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

May 17, 2017
Date of Report (date of earliest event reported)
 

ASCENA RETAIL GROUP, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
Delaware
0-11736
30-0641353
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification Number)

933 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address of principal executive offices, including zip code)
(551) 777-6700
(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:
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-4c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 





Item 2.06. Material Impairments.

The impact of the challenging retail environment, decline in the stock price of Ascena Retail Group, Inc. (the “Company”), and reduction in the Company’s forecasted earnings represent impairment indicators that required the Company to test its goodwill and indefinite lived intangible assets for impairment during the fiscal third quarter.  The Company is in the process of completing that analysis and expects to record a material non-cash impairment charge of its goodwill and intangible assets during the fiscal third quarter ending April 29, 2017. The amount of such charge cannot be estimated at this time. No cash expenditures are anticipated as a result of any impairment charge.

Item 7.01. Regulation FD Disclosure.

On May 17, 2017, the Company issued a press release disclosing material non-public information regarding its comparative sales results for the fiscal third quarter ending April 29, 2017. The Company is also lowering its non-GAAP earnings per diluted share guidance for the fiscal third quarter and the full fiscal year ending July 29, 2017. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information in Item 7.01 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. The Company does not undertake to publicly update or review its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied will not be achieved. Detailed information concerning a number of factors that could cause actual results to differ materially from the information contained herein is readily available in the Company’s other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
 
Description
 
 
 
99.1
 
Press Release dated May 17, 2017.








SIGNATURES

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.

ASCENA RETAIL GROUP, INC.
(Registrant)

Date: May 17, 2017

By:
/s/ Robb Giammatteo
Robb Giammatteo

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)