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Carter's, Inc. Reports Third Quarter Results
- Sales Increased 48%, Including $96 Million From OshKosh - GAAP EPS $0.35; Adjusted EPS $1.02, An Increase Of 65% - Year-To-Date Operating Cash Flow Increased $48 Million

ATLANTA, Oct 25, 2005 /PRNewswire-FirstCall via COMTEX News Network/ -- Carter's, Inc. (NYSE: CRI), the largest branded marketer of apparel for babies and young children in the United States, reported its third quarter results for fiscal 2005.

As noted in our press release dated July 14, 2005, Carter's, Inc. acquired all of the outstanding common stock of OshKosh B'Gosh, Inc. ("OshKosh" and together with Carter's, the "Company") for a purchase price of $312.1 million. As part of financing the acquisition, the Company refinanced its existing debt, including its former senior credit facility, and repurchased all of its 10.875% Senior Subordinated Notes ("Notes"). Financing for the acquisition and refinancing was provided by a new senior credit facility, which includes a $500 million term loan and $125 million revolving credit facility. Results for the third quarter of 2005 include OshKosh results for the period from July 14, 2005 through October 1, 2005, whereas the results for the third quarter of 2004 reflect Carter's results on a stand-alone basis.

Third Quarter 2005 Compared to Third Quarter 2004

Net sales increased 48.1% to $372.2 million. This increase reflects growth in all channels of distribution and includes $96.1 million in net sales from OshKosh. Excluding OshKosh, net sales increased 9.8% to $276.0 million.

The Company's wholesale sales increased 43.4% to $163.4 million. Excluding OshKosh wholesale sales of $32.6 million, wholesale sales increased 14.8% to $130.8 million. Mass channel sales increased 12.4% to $57.6 million. This increase reflects growth in sales of our Just One Year brand to Target and sales of our Child of Mine brand to Wal-Mart.

Retail store sales increased 75.4% to $151.2 million. Excluding OshKosh retail store sales of $63.5 million, the Company's retail store sales increased 1.7% to $87.7 million and include sales from 10 store openings, partially offset by a 0.9% decrease in comparable store sales.

Net income decreased 42.5% to $10.6 million, or $0.35 per diluted share, including charges related to the refinancing of Carter's debt, charges related to the acquisition of OshKosh, and plant closure costs. Excluding these charges, adjusted net income increased 68.6% to $31.1 million, or $1.02 per diluted share. The reconciliation of income, as reported under generally accepted accounting principles ("GAAP"), to income adjusted for these charges is shown below (dollars in millions, except per share data).

Three-month period ended October 1, 2005
                                          Income
                                          Before          Net
                                          Taxes          Income         EPS

    Income, as reported (GAAP)            $17.5          $10.6         $0.35

        Refinancing:
            Tender premium (a)             14.0            8.5          0.27
            Unamortized discount (b)        0.5            0.3          0.01
            Debt issuance costs (c)         5.6            3.4          0.11
                                           20.1           12.2          0.39
        Purchase accounting:
            Inventory step-up (d)          10.4            6.3          0.21
            Intangible amortization (e)     1.0            0.6          0.02
                                           11.4            6.9          0.23
        Facility closings:
            Mexico closure costs (f)        2.3            1.4          0.05
                                           33.8           20.5          0.67

    Income, as adjusted                   $51.3          $31.1         $1.02

     (a) Tender premium to repurchase the Notes;
     (b) Non-cash charge related to the write-off of the unamortized discount
         on the Notes;
     (c) Non-cash charge to write-off debt issuance costs associated with the
         refinancing;
     (d) Fair value step-up of inventory acquired from OshKosh included in
         cost of goods sold;
     (e) Non-cash purchase accounting charges associated with the acquisition
         of OshKosh, including the amortization of licensing agreements and
         leasehold interests; and
     (f) Charges associated with the closure of Carter's sewing facilities in
         Mexico, including $0.6 million of accelerated depreciation in cost of
         goods sold.

Fred Rowan, the Company's Chairman of the Board of Directors and Chief Executive Officer said, "Our diversified platform continues to support strong growth in sales, earnings, and cash flow. Despite a slight decline in comparable store sales during the third quarter, largely driven by lower traffic in our "drive to" outlet stores, we achieved double-digit sales growth in our Carter's wholesale and mass channel segments. We have successfully brought together two of the most trusted young children's apparel brands. We are excited about the opportunity to realize significant organic growth and synergy opportunities, and we are on track with the first phase of our integration plan."

Year-To-Date 2005 Compared to Year-To-Date 2004

Net sales increased 30.6% to $770.9 million, including $96.1 million in net sales from OshKosh. The Company's wholesale sales increased 25.3% to $348.4 million. Excluding OshKosh wholesale sales of $32.6 million, wholesale sales increased 13.6% to $315.8 million. Net sales to the mass channel increased 27.2% to $136.0 million. This increase reflects growth in sales of our Child of Mine brand to Wal-Mart and sales of our Just One Year brand to Target.

Retail store sales increased 39.4% to $286.4 million. Excluding OshKosh retail store sales of $63.5 million, the Company's retail store sales increased 8.5% to $222.9 million and include sales from 10 new stores and a comparable store sales increase of 4.3%. As of October 1, 2005, the Company had 186 Carter's stores and 152 OshKosh stores.

Net income decreased 13.8% to $29.9 million, or $0.98 per diluted share, including charges related to the refinancing of Carter's debt, charges related to the acquisition of OshKosh, and plant closure costs. Excluding these charges, adjusted net income increased 53.5% to $53.7 million, or $1.77 per diluted share.

Net cash provided by operations was $34.2 million in the first nine months of 2005 compared to net cash used in operations of $14.1 million in the first nine months of 2004. Net cash provided by operations reflects favorable changes in inventory and increased earnings, adjusted for non-cash charges and refinancing costs. Additionally, the Company paid down $31 million of its new $500 million term loan in the third quarter.

As part of our integration, we plan to close 38 under-performing OshKosh retail stores, or 22% of the 171 stores acquired. We plan to close all but five of the 38 stores by the end of this year. We plan to close the remaining five stores by June 2006.

There were no OshKosh retail store openings in the third quarter of 2005, and no OshKosh store openings are planned in the fourth quarter of 2005. During the third quarter of 2005, we opened two Carter's retail stores and closed one. In total, we plan to open 19 to 21 Carter's retail stores in 2005, including 12 to 14 stores in the fourth quarter of 2005.

Business Outlook

Our business outlook is based on our current expectations and includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although the Company believes the comments reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

(dollars in millions, except EPS)

                                      Fourth Quarter 2005   Fiscal Year 2005

    Consolidated Net Sales                $340  +46%(a)      $1,111 +35%(b)
    Consolidated Adjusted Diluted EPS    $0.63  +26%(c)       $2.40 +44%(d)

     (a) Comparison to the fourth quarter of fiscal 2004.
     (b) Comparison to fiscal 2004.
     (c) Estimated adjusted increase compared to fourth quarter of fiscal 2004
         results of $0.50 per diluted share, excluding plant closure costs and
         purchase accounting charges (amortization of licensing agreements,
         leasehold interests, and inventory adjustments).
     (d) Estimated adjusted increase compared to adjusted fiscal 2004 results
         of $1.67 per diluted share as previously described in our earnings
         release filed February 22, 2005 on Form 8-K, excluding plant closure
         costs, purchase accounting charges (amortization of licensing
         agreements, leasehold interests, and inventory adjustments), and debt
         extinguishment costs.

The Company will broadcast its quarterly conference call on October 26, 2005 at 8:30 a.m. Eastern Time. To participate in the call, please dial 1-913-981-4910. To listen to the live broadcast over the internet, please log on to http://www.carters.com, go to "About Carter's," click on "Investor Relations," and then click on the link "Third Quarter Conference Call." A replay of the call will be available shortly after the broadcast through midnight Eastern Time, Friday, November 4, 2005, at 1-719-457-0820, pass code 7496311, and archived on the Company's website at the same location as the live webcast.

For more information on Carter's, Inc. please visit http://www.carters.com.

Cautionary Language

Statements contained herein that relate to the Company's future performance, including, without limitation, statements with respect to the Company's anticipated results for fiscal 2005 or any other future period, are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. Factors that could cause actual results to materially differ include a decrease in sales to, or the loss of one or more of the Company's key customers, deflationary trends in prices, disruptions in foreign supply sources, negative publicity, the loss of one or more of the Company's major suppliers for raw materials, competition in the baby and young children's apparel market, changes in consumer preference and fashion trends, a decrease in the overall level of consumer spending, the Company's leverage which increases the Company's exposure to interest rate risk and could require the Company to dedicate a substantial portion of its cash flow to repay principal, the impact of governmental regulations and environmental risks applicable to the Company's business, and seasonal fluctuations in the children's apparel business. These risks are described in Carter's, Inc.'s and OshKosh B'Gosh, Inc.'s most recently filed annual reports on Form 10-K under the headings "Risk Factors" and "Statement Regarding Forward-Looking Statements." The Company undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events, or otherwise.

Adjusted Net Income

Adjusted net income for the third quarter and first nine months of fiscal 2005 exclude the following:

Refinancing:
     - Tender premium of $8.5 million to repurchase the Notes;
     - Non-cash charge related to the write-off of a $0.3 million unamortized
       discount on the Notes;
     - Non-cash charge of $3.4 million to write-off debt issuance costs
       associated with the refinancing;

     Purchase accounting:
     - Charge of $6.3 million related to a fair value step-up of inventory
       acquired from OshKosh, included in cost of goods sold;
     - Non-cash purchase accounting charges of $0.6 million associated with
       the acquisition of OshKosh, including the amortization of licensing
       agreements and leasehold interests; and

     Facility closings:
     - Charges of $1.4 million and $4.7 million for the third quarter and
       first nine months of fiscal 2005, respectively, associated with the
       closure of two Carter's sewing facilities in Mexico.

Adjusted results for the first nine months of fiscal 2004 exclude $0.4 million in after-tax restructuring charges related to the closures of the Carter's sewing facilities in Costa Rica and a distribution facility in Leola, Pennsylvania. These adjustments are set forth in the reconciliation of results in accordance with GAAP to the adjusted results shown in the table below. The Company believes that the adjusted information in this press release provides a meaningful comparison of its operational and financial results.

In addition to the results provided in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements that present net income and net income on a per share basis excluding certain charges discussed above. Details of these items are presented in the table below, which reconciles the GAAP results to adjusted net income and adjusted net income per share. The adjusted, non-GAAP financial measurements included in this earnings release should not be considered as an alternative to net income or as any other measurement of performance derived in accordance with GAAP. The adjusted, non-GAAP financial information is presented for informational purposes only and is not necessarily indicative of the Company's future condition or results of operations. Also, this earnings release and the reconciliation from GAAP results to adjusted results can be found on the Company's website at http://www.carters.com.

CARTER'S, INC.
                          GAAP VS. ADJUSTED RESULTS
                (dollars in thousands, except for share data)
                                 (unaudited)

                                     Three-month            Nine-month
                                    periods ended          periods ended
                                October 1,  October 2, October 1, October 2,
                                   2005        2004       2005       2004

    Net income (GAAP)              $10,578     $18,412    $29,877    $34,642

    Adjustments (net of tax):

    Refinancing:
       Tender premium                8,479          --      8,479         --
       Write-off of unamortized
        debt discount                  323          --        323         --
       Write-off of debt
        issuance costs               3,381          --      3,381         --
                                    12,183          --     12,183         --

    Purchase accounting:
       Amortization of inventory
        step-up                      6,326          --      6,326         --
       Amortization of OshKosh
        licensing agreements           569          --        569         --
       Amortization of OshKosh
        leasehold interests             61          --         61         --
                                     6,956          --      6,956         --

    Facility closings:
       Mexico closure costs          1,378          --      4,718         --
       Other closure costs              --          29         --        358

    Adjusted net income            $31,095     $18,441    $53,734    $35,000

    Diluted weighted average
     shares outstanding, as
     reported                   30,466,028  29,902,137 30,336,310 29,887,853

    Diluted net income per
     share, as reported              $0.35       $0.62      $0.98      $1.16
    Adjusted diluted net income
     per share                       $1.02       $0.62      $1.77      $1.17



                                CARTER'S, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                (dollars in thousands, except for share data)
                                 (unaudited)

                                     Three-month             Nine-month
                                    periods ended          periods ended
                               October 1,  October 2,  October 1,  October 2,
                                  2005        2004        2005        2004
    Net sales:
       Wholesale                $163,401    $113,932    $348,401    $278,020
       Retail                    151,164      86,186     286,425     205,421
       Mass Channel               57,593      51,239     136,039     106,943
         Total net sales         372,158     251,357     770,865     590,384
    Cost of goods sold           243,497     163,490     500,374     376,656

    Gross profit                 128,661      87,867     270,491     213,728

    Selling, general, and
     administrative
     expenses                     89,303      56,280     192,542     151,674
    Facility closure costs         1,509          49       6,078         589

    Royalty income                (7,208)     (3,589)    (13,544)     (9,257)

    Operating income              45,057      35,127      85,415      70,722
    Loss on extinguishment
     of debt                      20,137          --      20,137          --
    Interest expense, net          7,444       4,666      15,902      13,654

    Income before income
     taxes                        17,476      30,461      49,376      57,068
    Provision for income
     taxes                         6,898      12,049      19,499      22,426

    Net income                   $10,578     $18,412     $29,877     $34,642

    Basic net income per
     common share                   $0.37       $0.65       $1.05       $1.24
    Diluted net income per
     common share                   $0.35       $0.62       $0.98       $1.16
    Basic weighted average
     number of shares
     outstanding               28,719,925  28,109,978  28,588,870  28,032,520
    Diluted weighted
     average number of
     shares outstanding        30,466,028  29,902,137  30,336,310  29,887,853



                                CARTER'S, INC.
                          CONSOLIDATED BALANCE SHEET
                (dollars in thousands, except for share data)
                                 (unaudited)

                                         October 1,   January 1,   October 2,
                                            2005         2005         2004
    ASSETS
    Current assets:
       Cash and cash equivalents           $20,743      $33,265      $12,004
       Investments                           8,430           --           --
       Accounts receivable, net            132,708       80,440      103,108
       Inventories, net                    209,895      120,792      148,414
       Prepaid expenses and other
        current assets                       8,426        4,499        3,544
       Deferred income taxes                24,361       12,571       10,692

          Total current assets             404,563      251,567      277,762

    Property, plant, and equipment,
     net                                    74,952       53,187       51,177
    Tradenames                             322,233      220,233      220,233
    Cost in excess of fair value of
     net assets acquired                   287,431      139,282      139,282
    Licensing agreements, net               18,214           --           --
    Leasehold interests, net                 1,735           --           --
    Deferred debt issuance costs,
     net                                     9,166        5,867        6,486
    Other assets                             4,083        2,829        2,881

          Total assets                  $1,122,377     $672,965     $697,821

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
       Current maturities of long-
        term debt                           $4,699         $724         $927
       Accounts payable                     46,810       26,453       42,371
       Other current liabilities            83,622       38,422       35,510

         Total current liabilities         135,131       65,599       78,808

    Long-term debt                         464,051      183,778      213,788
    Deferred income taxes                  127,004       83,579       82,078
    Other long-term liabilities             29,697       12,076       11,580


         Total liabilities                 755,883      345,032      386,254

    Commitments and contingencies

    Stockholders' equity:

       Preferred stock; par value
        $.01 per share; 100,000
        shares authorized; none
        issued or outstanding at
        October 1, 2005, January 1,
        2005, and October 2, 2004               --           --           --
       Common stock, voting; par
        value $.01 per share;
        40,000,000 shares
        authorized; 28,828,969
        shares, 28,432,452 shares,
        and 28,331,337 shares issued
        and outstanding at October
        1, 2005, January 1, 2005,
        and October 2, 2004                    288          284          283

       Additional paid-in capital          257,816      247,610      246,166
       Deferred compensation                (2,420)         (95)          --
       Accumulated other
        comprehensive income                   799           --           --
       Retained earnings                   110,011       80,134       65,118

         Total stockholders' equity        366,494      327,933      311,567

           Total liabilities and
            stockholders' equity        $1,122,377     $672,965     $697,821

    Contact: Eric Martin
             Vice President, Investor Relations
             (404) 745-2889

SOURCE Carter's, Inc.

Eric Martin, Vice President, Investor Relations of Carter's, Inc., +1-404-745-2889