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2006 Compensation
* The AFL-CIO Total is calculated as
originally proposed by the U.S. Securities and Exchange Commission (SEC) in
its initial 2006 rule making on executive compensation disclosure. See article.
On CEO-to-Worker Comparisons
How Many Years to Equal
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Using the SEC
Total |
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Minimum Wage Worker |
410 years |
Completion Date |
2417 A.D. |
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Average Worker |
169 years |
Completion Date |
2176 A.D. |
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U.S. President |
12 years |
Completion Date |
2019 A.D. |
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Using the
AFL-CIO Total |
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Minimum Wage Worker |
376 years |
Completion Date |
2383 A.D. |
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Average Worker |
154 years |
Completion Date |
2161 A.D. |
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U.S. President |
11 years |
Completion Date |
2018 A.D. |
Financial Statements for The Talbots Inc.
Year over year, The Talbots Inc. has seen their bottom line shrink from $93.2M to $31.6M despite an increase in revenues from $1.8B to $2.2B. An increase in the percentage of sales devoted to SGA costs from 27.80% to 29.86% was a key component in the falling bottom line in the face of rising revenues.
TLB Investment Growth
The Talbots Inc. Enters into
Second Amendment to its Term Loan
On
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Section
5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Employment Agreement and Grant
Agreements with Trudy F. Sullivan
As previously announced by The Talbots,
Inc. (the “Company”) on June 28, 2007, Trudy F. Sullivan was appointed as
President and Chief Executive Officer and as a member of the Board of Directors
of the Company effective on August 6, 2007. The Company previously reported in
its Current Report on Form 8-K filed on
In addition, as previously described in the July
5, 2007 Form 8-K and consistent with her employment agreement, the Compensation
Committee of the Board of Directors of the Company (the “Compensation
Committee”) approved the equity grants to Ms. Sullivan effective August 7,
2007 evidencing the (i) 350,000 shares of restricted
stock and (ii) 325,000 stock options in connection with Ms. Sullivan’s
appointment as President and CEO. The stock option includes a tandem
stock-settled stock appreciation right feature exercisable solely by the
Company, as previously described. The stock option exercise price is $22.70 per
share, which was the NYSE closing price of Talbots common stock on the date of the
Transition Matters in Connection with
The Company also previously reported in its July 5,
2007 Form 8-K that, in connection with the appointment of Trudy F. Sullivan as
President and Chief Executive Officer of the Company and as a member of the
Board of Directors effective August 6, 2007, Arnold B. Zetcher
would cease as President and Chief Executive Officer of the Company effective
August 6, 2007. He will continue as Chairman of the Board and as a director up
until
In connection with Mr. Zetcher’s
transition from the President and Chief Executive Officer position, his continuation
as Chairman of the Board and as a director until March 31, 2008, and his
availability for Company management consultation through the end of fiscal
2007, the Company has also agreed to provide Mr. Zetcher
(i) continued use by the executive and his spouse of
the Company aircraft through the end of the Company’s 2007 fiscal year in
connection with Board, CEO transition and National Retail Federation (NRF)
activities as well as certain limited personal use, (ii) continued
participation in his current executive medical and dental plan and executive
automobile program through the end of fiscal 2007, (iii) reimbursement of
travel and out-of-pocket expenses in connection with Talbots
Board of Directors and NRF activities for the executive and
spouse up until
Executive Severance Arrangements
On and effective August 6, 2007, the Compensation
Committee approved a severance program for senior executives of the Company and
its subsidiary The J. Jill Group, Inc. (“J. Jill”) at the level of Vice
President and above and who are not already parties to an existing employment
and/or severance agreement with the Company or J. Jill with more advantageous
terms for the executive. Under this program, covered executives will be
entitled to severance protection between a range of 1.5 times base salary and
0.5 times base salary, plus continuation of health and welfare benefits for the
applicable severance period at the executive’s same participation rate. With
respect to our covered named executive officers, Michele M. Mandell,
Executive Vice President, Stores, Talbots Brand, will
be entitled to 1.5 times base salary, and Edward L. Larsen, Senior Vice
President, Finance, Chief Financial Officer and Treasurer, will be entitled to
1.0 times base salary under this program. This severance arrangement will cover
an employment termination by the Company without “cause” or by the covered
executive for “good reason” provided such employment termination occurs within
two years of the effective date of this program.
COPYRIGHT 2007 Business Wire
Company Updates Full Year 2007 Outlook
HINGHAM, Mass. -- The Talbots, Inc. (NYSE:TLB) today
announced results for the thirteen-week period ended
Total consolidated Company sales for the quarter
were $573.6 million. By brand, retail store sales were $387.4 million for Talbots compared to $384.9 million last year, and were
$80.6 million for J. Jill. Consolidated direct marketing sales were $105.6
million including catalog and Internet.
Total Company comparable store sales declined 3.5% for the thirteen-week
period. By brand comparable store sales for Talbots
decreased 3.9%. For the J. Jill brand, comparable store sales decreased 1.2% in
the period.
Arnold B. Zetcher, Talbots
Chairman, President and Chief Executive Officer, commented, "Although our
results were in line with our previously revised expectations, we are clearly
disappointed in our first quarter performance. We had been encouraged by the
strength of our Talbots brand regular-price selling
trends in March, particularly in weeks two through four, with regular-price
comps in the high double digit range. However, as was the case with most
retailers, we experienced a significant decline in sales in April due to adverse
weather, the Easter shift and possibly, a broader-based consumer slowdown.
"For the Talbots brand, sales were further
impacted by a weaker than anticipated customer response to our casual
merchandise.
"For the J. Jill brand, our overall comparable store sales performance was
in line with our previously revised outlook, but below our initial plan. We did
see stronger customer acceptance of our merchandise offering as we moved
further into the quarter, which resulted from our new merchandising team's
ability to make some adjustments to our late spring deliveries. We believe we
are on the right track with the disciplines and initiatives we have put in
place to improve the performance of this business."
Mr. Zetcher noted, "As previously stated, the Company
has greatly enhanced its Talbots brand traffic
driving events for the remainder of the spring season to help drive increased
momentum in the business. Additionally, the J. Jill brand will be presenting a
broader selection of apparel developed by its new merchandising team beginning
this month, as well as more effective marketing and
promotional events.
"Total Company direct marketing business, including catalog and Internet
increased 55% in the first quarter, and include the additional sales of the J.
Jill brand, which were not in last year's results. While outperforming stores,
our direct business, for The Talbots brand
specifically, was negatively impacted by the same factors that affected our
store traffic and sales. For J. Jill, the direct business continues to be very
difficult, with catalog performance significantly below our initial plan. It
does take longer to rebuild this channel, and we believe many of our
initiatives, including improved product and enhanced catalog presentation, will
be more beneficial beginning in the second half of the year."
Mr. Zetcher continued, "Our store expansion
program is on target. We opened 8 Talbots
stores and 10 J. Jill stores during the quarter. At the end of the period, we
had a total of 1,381 stores, which included 1,132 Talbots stores and 249 J. Jill stores. We remain on
track to open 11 new stores and close three in the second quarter, ending the
first half of the year with approximately 1,389 total stores."
Second Quarter and Full Year Comments
Mr. Zetcher added, "Since the beginning of May,
we have been experiencing stronger selling trends at both brands. Nonetheless,
we are cautious regarding the second quarter, particularly given a weaker than
anticipated April and a very uncertain environment.
"However, we are optimistic for a stronger performance in the second half
of the year. We believe our merchandise assortments will be more in line with
what our customer is looking for, and our inventory commitments will be
appropriately scaled back to minimize markdown exposure.
"That said, at this time our current outlook for total company full year
2007 earnings per share will be in the range of $0.70 - $0.80, in line with the
current First Call consensus estimate. We will wait until we are further into
the period to provide additional details regarding our outlook for second
quarter sales and earnings.
"In closing, we are pleased that our current sales trends are stronger and
we remain focused on taking the necessary actions to continue to improve the
performance of both brands. Our J. Jill integration is on track and are
beginning to benefit from the $36 million in cost saving synergies planned in
fiscal 2007," concluded Mr. Zetcher.
As previously announced, Talbots will host a
conference call today,
The Talbots, Inc. is a leading international
specialty retailer and cataloger of women's, children's and men's apparel,
shoes and accessories. The Company currently operates a total of 1,385 stores
in 47 states, the
The foregoing contains forward-looking information within the meaning of The
Private Securities Litigation Reform Act of 1995. These statements may be
identified by such forward-looking terminology as "expect,"
"look," "believe," "anticipate,"
"outlook," "will," "would," "would
yield," or similar statements or variations of such terms. All of the
"outlook" information (including future revenues, future comparable
sales, future earnings, future EPS, and other future financial performance or
operating measures) constitutes forward-looking information.
Our outlook and other forward-looking statements are based on a series of
expectations, assumptions, estimates and projections about our Company which
involve substantial risks and uncertainty, including assumptions and
projections concerning integration costs, purchase-related accounting
adjustments, acquisition synergies and, for each of our brands, store traffic,
levels of store sales including meeting our internal plan and budget for
regular-price selling and markdown selling for the indicated forward periods,
and customer preferences. All of our outlook information and other
forward-looking statements are as of the date of this release only. The Company
can give no assurance that such outlook or expectations will prove to be
correct and does not undertake or plan to update or revise any
"outlook" information or any other forward-looking statements to
reflect actual results, changes in assumptions, estimates or projections, or
other circumstances occurring after the date of this release, even if such
results, changes or circumstances make it clear that any projected results will
not be realized.
Any public statements or disclosures by us following this release which modify
or impact any of the outlook or other forward-looking statements contained in
or accompanying this release will be deemed to modify or supersede such earlier
outlook or statements.
Our forward-looking statements involve substantial known and unknown risks and
uncertainties as to future events which may or may not occur, including
acceptance of the Company's fashions including its seasonal fashions,
effectiveness of the Company's brand awareness and marketing programs, any different
or any increased negative trends in its regular-price or markdown selling,
success of our expected marketing events in driving store traffic and store and
direct marketing sales, success of our catalogs in driving both our direct
marketing sales and in driving store traffic, the risk that the J. Jill
merchandise changes will not be well accepted, the Company's ability to
anticipate and successfully respond to constantly changing customer tastes and
preferences and to produce the appropriate balance of merchandise offerings,
the Company's ability to sell its merchandise at regular prices as well as its
ability to successfully execute its sale events including the timing and levels
of markdowns and appropriate balance of available markdown inventory, our
ability to accurately estimate and forecast future full-price and markdown
selling for each of our brands, the risk that the J. Jill business will not be
successfully integrated, the risk that the cost savings, operational
efficiencies, and other synergies from the transaction may not be fully
realized or may take longer to realize than expected, the risk associated with
integrating and operating profitably and successfully as a multi-brand chain
for the first time, the risk that the acquisition will disrupt Talbots or J. Jill's core business, the reaction of Talbots and J. Jill customers and suppliers to the changes
being made within the organization as a result of the transaction, diversion of
management time on acquisition-related issues, effectiveness and profitability of new
concepts, the risks associated with our current announced search for a
successor for our chief executive officer and the risks associated with a CEO
succession, any difference between estimated and actual stock option expense,
and retail economic conditions including consumer spending. In each case,
actual results may differ materially from such forward-looking information.
Certain other factors that may cause actual results to differ from such
forward-looking statements are included in the Company's periodic reports filed
with the Securities and Exchange Commission and available on the Talbots website under "Investor Relations" and
you are urged to carefully consider all such factors.
June 2007 Fairchild Publications, Inc.
Byline: David Moin
Twenty years ago, Talbots Inc. found the perfect fit,
or as good as it gets in fashion retailing.
The company hired Arnold B. Zetcher as president, a
man as understated as the brand and from the
Zetcher was running the John Breuner
furniture store in
"I remember the first two stores I opened were in
"It has every one of our concepts in that store," including misses'
and petites, which were part of the original assortment that subsequently expanded
with accessories, shoes, kids', plus-sizes and men's wear. "Even today,
people that I went to high school with stop by the store and say, 'tell Arnie hello.' I haven't been called Arnie
since high school. I even have a card from Bubbles - we knew her as Bubbles.
She stopped by the store last month and left her card. That's kind of
funny."
There's another hint of irony and sentiment in Zetcher's
voice, as he discusses
The 66-year-old Zetcher plans to retire in 2008 after
leading Talbots for 20 years, ending one of the most
enduring and impressive runs in retailing, particularly considering the
turbulent nature of the industry and its high rate of executive turnover. He'll
continue as ceo and president until Feb. 2, and
chairman through March, but he's already said he could vacate the ceo slot sooner, depending on when
a successor is found.
Zetcher's stewardship was eventful. The chain grew to
nearly 1,400 units, with locations chosen based on where the company found its
catalogue sales to be the
strongest. Rooted in
When Zetcher joined Talbots,
it was primarily a misses' business, with a petite business that was winding
down. One of his first strategic moves was to put petites back on a growth
track to the point where the category became a core business. Currently, the
misses'-petites component accounts for 79 percent of Talbots'
total volume. During the Zetcher regime, accessories,
shoes, kids, plus-sizes and men's wear were introduced. Accessories and shoes
represent 8 percent of total volume; large sizes 4.5 percent, and men's wear 1
percent.
Zetcher did much more. He took Talbots
public; expanded the chain internationally; enabled it to become truly multichannel with the addition of Internet selling in 1999,
and last year led the purchase of J. Jill Group Inc., the company's first and
only brand acquisition. The move gives Talbots a
vehicle for further growth and establishes a precedent for possibly buying more
brands in the future, though the company has its hands full with assimilating
and turning around J. Jill.
Through steady growth, Zetcher methodically and
cautiously built Talbots into an all-American brand
with a solid infrastructure to accommodate Talbots subbrands and non-Talbots brands. Yet Talbots by
itself, Zetcher believes, still has growth
opportunities. He said 40 stores are opening this year, along with 30 J. Jill
units. "I don't think Talbots will ever be
tapped out," Zetcher said. "There are
always fill-in opportunities."
Large sizes, he said, represent the fastest growth vehicle currently, in part
because it's been an under-served segment. He also sees potential for Talbots to develop additional product lines not sold in the
stores, such as home goods, which could be merchandised in existing stores or
via separate home units. In addition, there's still tinkering to be done with
the men's business, which only has 12 stores. There's also men's wear
interspersed in certain misses' stores.
A man of modest stature with a ready smile, Zetcher's
public persona seems low-key. But on the job, he's said to be demanding and
determined, and fits the profile of a strong operator more so than a merchant
prince. He acknowledges being very hands-on. "That's the way I always felt
I wanted to be, and everybody here has known through the years what's expected
of them."
He's prone to sticking his head in meetings and making secret store visits on
the first day of each big semiannual sales event around the country, telling no
one his destination, except for whoever books his flight. Visitations, either
announced or unannounced, must be part of the routine.
"Some [retailers] visit stores when they find time to do it. I don't do it
that way. It's part of the role. You should dedicate time to it."
When the company launched e-commerce, Zetcher had to
be the first to click on. "I got up at
For good luck, he's made the first purchase at every concept launch, whether it
was for kids, accessories, or men's wear, as well as the first Talbots store in the U.K.
Zetcher oversees all aspects of the company's
operations, but isn't too high in the hierarchy to make sure that at
Christmastime, small gifts like key chains or scarves are sent to the best
customers. Between 50,000 and 100,000 gifts go out each year.
The company also sends out birthday cards to top customers, with 10 percent
discounts.
"As I was growing up in this business, I always had access to watching
other ceo's operate their companies," Zetcher said. "I saw all different kinds of
approaches. I've seen the hard-fisted ones who managed through fear and wanted
people to know that they were clearly the boss, and I've observed others, and
that's the path I've wanted to take. I wanted people to be happy where they
were working. And that is kind of the culture I believe we've created here.
Almost everybody is on a first-name basis. I walk down the hall and say 'hi' to
our custodian, Steve, and he'll say 'Hi Arnold, how are you doing?' I just
wanted everybody in the company to feel as if it's their company, and this
stretches beyond headquarters. When I'm in stores or our officers are out
visiting stores, we're not there to tell the store manager what to do or how
they should be running it. We're there to ask us what we can do to help. And
when I go to a store, I learn every time."
With the stores, Zetcher and his team have created
"full-service environments," which is not the norm for big specialty
chains, as Arnold Aronson, managing director of retail strategies at Kurt
Salmon Associates, pointed out.
"Talbots has done a terrific job preserving the
consistency of who they are and understanding the customer, even though there
might be some flattening in the last couple of years," Aronson said.
"The company has been going up against increasing competition that's
trying to emulate what they have been doing for a long time. But for its
customers, Talbots delivers a bang for their buck. It's
for a lot of people who don't want to stand out, want to feel what they're
wearing fits in. It's a good, solid, acceptable middle-American look. There's
also a good selling staff in the stores, and a red phone that you can call and
get merchandise that isn't in stock and they'll fulfill it for you. You can
also look at the catalogue, which has more styles than the store. Talbots delivers on its fashion promise, and it doesn't
over deliver on the promise," he said.
"The big question at Talbots is succession
planning," said Dana Telsey, ceo
and chief research officer for Telsey Advisory Group.
"Who is the next
Telsey said one of Talbots hallmarks is its pricing. "Talbots wins big by selling
full-price," with a 65-35 ratio to full-price versus markdown selling.
More typically, retailers sell close to 50 percent of their goods at markdown.
She noted that Talbots has confronted intensified
competition in the last few years, from department stores such as J.C. Penney
and Macy's with its private label INC, as well as brands such as Jones Apparel
Group and Liz Claiborne. "More retailers have seen opportunities for the 35-year-old
plus customer. She's very loyal [to a store she likes] has money to spend,
seeks value, fit and quality in the product offering, and is not as
trendy," Telsey said.
Talbots does have many loyal customers, she added,
noting that more than 45 percent of the company's sales are from its own credit
card. She also cited a recent customer survey indicating that 90 percent of Talbots customers will return to
the store even though they've not been satisfied this year with some of the
offerings.
Early on, Zetcher saw the potential in the
35-and-older customer and for building a brand that capitalized on the
demographic. "Twenty years ago, I couldn't [name] another company that was
servicing the customer, which through the years has been one of the fastest-growing
demographics," Zetcher said. "There might
have been some brands out there, but nothing like a specialist or a Talbots for servicing the customer."
The sector has been struggling for several seasons, with Talbots,
Ann Taylor and
Zetcher makes no excuses and refuses to blame a bad
performance on the weather, though it's a factor at times, he said.
Last year, Talbots' earnings fell to $31.6 million
from $93.2 million the year before, while sales rose 23.4 percent to $2.23
billion from $1.81 billion, largely due to the acquisition of J. Jill. The J.
Jill brand represented approximately 20 percent of the total volume in 2006,
which came to $2.3 billion.
It was an up-and-down year, with the first six months marked by positive comps
and a particularly strong September for the Talbots
brand. Anticipating a continuing trend, the company increased inventory, but
the trend was not sustained, leading to higher-than-normal markdowns.
Difficulties continued in the last quarter, with profits down to $5.2 million,
from $27.4 million.
"My feeling is that even though the whole sector has struggled, individual
situations are taking place in individual companies," Zetcher
said. "
"I think this customer is the most coveted, best customer you could
have," Zetcher said. "Think about it. When
you have a customer who is 35 to 55, she pretty much already knows what she
wants and how she wants to be. She's not as trendy. She has the money to buy
whatever she wants. So there are really a lot of positives.We've
got to make sure we never forget her."
"If Talbots does it right, we should do it
better than anybody else. We really should. At a time when most specialty
stores in our sector are struggling, we should be doing it better. We haven't
done it quite to the level we should."
Zetcher has stuck with his customer and the brand
probably longer than any of his peers would have. "I never felt there was
a reason to leave. I liked what I was doing. The compensation was reasonable,
and yes, I could have gone other places and gotten more, but I was enjoying my
work. And I had a group of people that I enjoyed working with every day.
There was another reason. "We've had pretty consistent performance all the
way."
One exception was 1997, which Zetcher remembers
vividly. "What happened was we had stayed on a steady course and then all
of a sudden we were way too young. I remember being in
During his pre-Talbots years, Zetcher
was ceo of Kohl's Food Stores in
He was named the NRF's 2002 Gold Medal Winner, the
industry's highest honor, and resides in
Aside from work, his favorite pastime is horse racing. He owns 40
thoroughbreds, and experiences a similar thrill and sense of anticipation and
challenge he finds in retailing. "With both, you start over every season
with new hopes and a plan. In retailing, you start each season with new
products you hope your customers will love and, as the season ends, you
evaluate markdowns to clear your inventories. In horse racing, you bring in new
talent, the one- and two-year olds, and hope they develop into winners. And
when they reach four, five or six years of age, you may look to sell
them." The association extends to the clever way he names his horses. For
example, one is called Booming Comps, and another, Classic Attire.
He still owns his first winner - Gabriellina Giof and has bred her three times, and his horse trainer is
racing hall of famer Ron McAnnally.
When he's not in
"Only she did it six times and I'm doing it once," Zetcher said. "It is a long goodbye."
THROUGH THE YEARS
1947: (1 store) Talbots is founded in
1948: (1 store) Talbots launches a direct-mail
catalogue by distributing 3,000 fliers to names obtained from The New Yorker.
1970: (5 stores) The company moves its corporate
offices to
1973: (5 stores) General Mills acquires Talbots for
$6 million from founders Rudolph and Nancy Talbot.
1980: (13 stores) Talbots expands beyond
1988: (137 stores) General Mills sells Talbots to the
Tokyo-based Aeon Group.
Talbots opens its
1989: (156 stores) Talbots establishes a second
telemarketing facility in Knoxville, Tenn., as well as a development office in
New York and an international sourcing operation in Hong Kong.
1990: (192 stores) Talbots opens its first Talbots Kids stores and begins the rollout of Talbots Petites.
1991: (240 stores) Talbots opens its first stores in
1993: (339 stores) Talbots is listed on the New York
Stock Exchange with the ticker symbol "TLB."
1994: (395 stores) Talbots opens its first European
store in the
1995: (460 stores) Talbots introduces the Talbots Babies line and opens five Talbots
Accessories & Shoes stores.
1997: (603 stores) Talbots celebrates its 50th
anniversary and reaches $1 billion in total company sales.
1998: (638 stores) Talbots launches Talbots Woman, a clothing line for plus-size women in sizes
12W to 24W, through its catalogue and in select retail locations.
The first European flagship opens on
1999: (673 stores) Talbots launches talbots.com.
2000: (722 stores) Talbots implements its first
2-for-1 stock split.
2001: (800 stores) Talbots introduces Talbots Woman Petites sizes.
2002: (886 stores) Talbots introduces its first Talbots Mens catalogue.
2003: (977 stores) Talbots opens the first Talbots Men stores and the first separate Talbots Collection store.
2004: (1,049 stores) Talbots opens its 1,000th store
in
2005: (l,083 stores) Talbots
introduces Talbots Collection Petites and Talbots Collection shoes.
2006: (1,365 stores) Talbots acquires the J. Jill
Group Inc., effective May 3.
2007: (1,365 stores) Talbots celebrates its 60th
anniversary.
Caption(s): Arnold B. Zetcher / A fall 2007 look from
Talbots. / Talbots'
headquarters in