Destination XL Group Inc (CMRG) SEC Quarterly Report (10-Q) for Q3 2018

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a small reporting company)

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 4, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 01-34219

DESTINATION XL GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	04-2623104
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
555 Turnpike Street Canton, MA	02021
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (781) 828-9300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 17, 2018, the registrant had 49,182,862 shares of common stock, $0.01 par value per share, outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

DESTINATION XL GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	August 4, 2018			February 3, 2018
	(Fiscal 2018)			(Fiscal 2017)

ASSETS
Current assets:
Cash and cash equivalents	$	6,216		$	5,362
Accounts receivable		2,264			3,046
Inventories		102,912			103,332
Prepaid expenses and other current assets		11,584			9,927
Total current assets		122,976			121,667

Property and equipment, net of accumulated depreciation and amortization		103,877			111,032

Other assets:
Intangible assets		1,637			1,821
Other assets		5,750			5,885
Total assets	$	234,240		$	240,405

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	-		$	1,392
Current portion of deferred gain on sale-leaseback		1,465			1,465
Accounts payable		32,426			33,987
Accrued expenses and other current liabilities		24,857			25,585
Borrowings under credit facility		46,430			47,385
Total current liabilities		105,178			109,814

Long-term liabilities:
Long-term debt, net of current portion		14,729			10,669
Deferred rent and lease incentives		34,020			35,718
Deferred gain on sale-leaseback, net of current portion		9,525			10,258
Other long-term liabilities		3,599			3,960
Total long-term liabilities		61,873			60,605

Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued		-			-
Common stock, $0.01 par value, 100,000,000 shares authorized, 61,905,534 and 61,485,882 shares issued at August 4, 2018 and February 3, 2018, respectively		619			615
Additional paid-in capital		309,007			307,557
Treasury stock at cost, 12,755,873 shares at August 4, 2018 and February 3, 2018		(92,658	)		(92,658	)
Accumulated deficit		(143,580	)		(139,285	)
Accumulated other comprehensive loss		(6,199	)		(6,243	)
Total stockholders' equity		67,189			69,986
Total liabilities and stockholders' equity	$	234,240		$	240,405

The accompanying notes are an integral part of the consolidated financial statements.