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
Date of Report (Date of earliest event reported): April 24, 2007
Carter's, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-31829 13-3912933
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
The Proscenium,
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia 30309
(Address of principal executive offices, including zip code)
(404) 745-2700
(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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On April 24, 2007, Carter's, Inc. issued a press release announcing its
financial results for its first quarter ended March 31, 2007. A copy of that
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K is being furnished and shall
not be deemed "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
Section. The information in this Current Report on Form 8-K shall not be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits - The following exhibit is furnished as part of this Current
Report on Form 8-K.
Exhibit
Number Description
99.1 Press Release of Carter's, Inc., dated April 24, 2007
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
Carter's, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
April 24, 2007
CARTER'S, INC.
By:/S/ MICHAEL D. CASEY
---------------------------------
Name: Michael D. Casey
Title: Executive Vice President and
Chief Financial Officer
Carter's, Inc. Reports First Quarter Results
-- Net Sales $320 Million, Up 8%
-- GAAP Diluted EPS $0.16, Down 38%
-- Adjusted EPS $0.22, Down 15%
ATLANTA, April 24 /PRNewswire-FirstCall/ -- Carter's, Inc. (NYSE: CRI),
the largest branded marketer in the United States of apparel exclusively for
babies and young children, reported its first quarter fiscal 2007 results.
First Quarter of Fiscal 2007 compared to First Quarter of Fiscal 2006
Consolidated net sales increased 8.0% to $320.1 million. Net sales of the
Company's Carter's brands increased 10.6% to $249.3 million. Net sales of the
Company's OshKosh brand decreased 0.2% to $70.8 million.
The Company's wholesale sales increased 5.0% to $137.6 million. Carter's
wholesale sales, excluding off-price sales of $5.7 million in each of the first
quarters of fiscal 2007 and 2006, increased 10.7% to $107.0 million. OshKosh
wholesale sales, excluding off-price sales of $0.9 million in the first quarter
of fiscal 2007 and $2.6 million in the first quarter of fiscal 2006, decreased
7.9% to $24.0 million.
The Company's mass channel sales, which are comprised of sales of its
Child of Mine brand to Wal-Mart and Just One Year brand to Target, increased
14.4% to $61.8 million.
Total retail store sales increased 8.3% to $120.7 million. Carter's retail
store sales increased 8.3% to $74.8 million driven by sales of $6.7 million from
new Carter's stores opened since the first quarter of fiscal 2006 and a
comparable store sales increase of $0.4 million, or 0.7%, offset by the impact
of store closures of $1.4 million. OshKosh retail store sales increased 8.4% to
$45.9 million driven by sales of $3.5 million from new OshKosh stores opened
since the first quarter of fiscal 2006 and a comparable store sales increase of
$0.3 million, or 0.8%, offset by the impact of store closures of $0.3 million.
In the first quarter of fiscal 2007, the Company opened one Carter's
retail store. As of March 31, 2007, the Company had 220 Carter's and 157 OshKosh
retail stores. The Company plans to open ten Carter's and five OshKosh retail
stores during fiscal 2007. The Company also plans to close six Carter's and
three OshKosh retail stores during fiscal 2007.
In February 2007, the Company announced its plans to close its
distribution facility located in White House, Tennessee. During the first
quarter of fiscal 2007, the Company recorded pre-tax charges of approximately
$6.0 million, or $0.06 per diluted share, related to this closure. The Company
expects to incur an additional $3.0 million in pre-tax charges related to this
closure. The estimated annual savings resulting from the closure of this
facility is approximately $4.0 million beginning in the second half of fiscal
2007.
In the first quarter of fiscal 2007, net income was $9.6 million, or $0.16
per diluted share, compared to $15.8 million, or $0.26 per diluted share, in the
first quarter of fiscal 2006. Excluding the costs related to the closure of our
White House, Tennessee distribution facility, adjusted first quarter net income
decreased 15.4% to $13.3 million, and adjusted diluted earnings per share
decreased 15.4% to $0.22. The reconciliation of income as reported under
generally accepted accounting principles ("GAAP") to income adjusted for these
closure costs is shown below.
(dollars in millions, except EPS)
Three-month period ended March 31, 2007
Income
Before Net Diluted
Taxes Income EPS
Income, as reported (GAAP) $15.4 $9.6 $0.16
Distribution facility closure costs (a) 4.5 2.8 0.05
Accelerated depreciation (b) 1.5 0.9 0.01
Income, as adjusted (c) $21.4 $13.3 $0.22
(a) Costs associated with the closure of our White House, Tennessee
distribution facility.
(b) Accelerated depreciation charges (included in selling, general, and
administrative expenses) related to the closure of our White House,
Tennessee distribution facility.
(c) 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 income before taxes, net income,
and net income on a diluted share basis excluding the adjustments
discussed above. We believe these adjustments provide a more
meaningful comparison of the Company's results. These 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.
"Our first quarter consolidated sales and earnings were better than
planned," noted Fred Rowan, Chairman and CEO. "We continue to realize strong
sales growth in our Carter's wholesale and mass channel businesses, and I'm
pleased with the progress we're making to improve the performance of our Retail
and OshKosh wholesale segments. We're on track to realize the benefits from our
product sourcing initiatives, and we expect our operating margins will improve
in the second half of this year." Net cash provided by operating activities
during the first quarter of fiscal 2007 was $6.7 million compared to net cash
used in operating activities of $14.0 million in the first quarter of fiscal
2006. Net cash flow from operations in the first quarter of fiscal 2006 was
impacted by significant reductions in accounts payable and accrued liabilities
as a result of the payment of acquisition-related liabilities, the payment of
increased levels of incentive compensation, and the timing of payments to
vendors. In February 2007, the Company's Board of Directors authorized a $100
million share repurchase program. During the first quarter of fiscal 2007, the
Company repurchased 1,252,832 shares of its common stock for approximately $30
million at an average price of $23.95 per share.
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 for share data)
Second Quarter 2007 Fiscal 2007
Consolidated Net
Sales $290 +4%(a) $1,420 to $1,430 +6%(c)
Consolidated Adjusted
Diluted EPS $0.11 (27%)(b) $1.47 to $1.52 +4% to +7%(d)
(a) Comparison to the second quarter of fiscal 2006.
(b) Second quarter of fiscal 2007 excludes $1.0 million, or $0.02 per
diluted share, in estimated after-tax costs related to the closure of
our White House, Tennessee distribution facility.
(c) Comparison to fiscal 2006.
(d) Fiscal 2007 excludes $5.3 million, or $0.09 per diluted share, in
estimated after-tax costs related to the closure of our White House,
Tennessee distribution facility.
The Company will broadcast its quarterly conference call on April 25, 2007
at 8:30 a.m. Eastern Time. To participate in the call, please dial
1-913-981-5523. 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 click on the link "First Quarter Conference Call." A replay of
the call will be available shortly after the broadcast through May 4, 2007, at
1-719-457-0820, passcode 7222347. This replay will also be archived on the
Company's website at the same location.
For more information on Carter's, Inc., please visit http://www.carters.com.
Contact:
Eric Martin
Vice President, Investor Relations
(404) 745-2889
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 2007 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; increased competition in the
baby and young children's apparel market; the acceptance of our products in the
marketplace; deflationary pressures on our prices; disruptions in foreign supply
sources; negative publicity; our substantial leverage, which increases our
exposure to interest rate risk and could require us to dedicate a substantial
portion of our cash flow to repay principal; changes in consumer preference and
fashion trends; a decrease in the overall level of consumer spending; the impact
of governmental regulations and environmental risks applicable to the Company's
business; our ability to adequately forecast demand, which could create
significant levels of excess inventory; our ability to identify new retail store
locations, and negotiate appropriate lease terms for our retail stores; our
ability to improve the performance of our retail and OshKosh wholesale segments;
our ability to attract and retain key individuals within the organization;
failure to realize the revenue growth, cost savings and other benefits that we
expect will result from our acquisition of OshKosh B'Gosh, Inc., which could
impact the carrying value of our intangible assets; and seasonal fluctuations in
the children's apparel business. These risks are further described in our most
recently filed Annual Report on Form 10-K and other reports filed with the SEC
under the headings "Risk Factors" and "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.
CARTER'S, INC.
CONSOLIDATED STATEMENT OF INCOME
(dollars in thousands, except for share data)
(unaudited)
Three-month periods ended
March 31, April 1,
2007 2006
Net sales:
Wholesale - Carter's $112,653 $102,361
Wholesale - OshKosh 24,993 28,680
Total Wholesale sales 137,646 131,041
Retail - Carter's 74,826 69,068
Retail - OshKosh 45,848 42,312
Total Retail sales 120,674 111,380
Mass Channel 61,808 54,026
Total net sales 320,128 296,447
Cost of goods sold 213,748 188,283
Gross profit 106,380 108,164
Selling, general, and administrative expenses 88,246 82,982
Facility closure costs 4,507 81
Royalty income (7,545) (7,174)
Operating income 21,172 32,275
Interest expense, net 5,728 6,884
Income before income taxes 15,444 25,391
Provision for income taxes 5,833 9,606
Net income $9,611 $15,785
Basic net income per common share $ 0.16 $ 0.27
Diluted net income per common share $ 0.16 $ 0.26
Basic weighted-average number of shares
outstanding 58,447,494 57,709,034
Diluted weighted-average number of shares
outstanding 61,210,621 61,135,278
CARTER'S, INC.
CONSOLIDATED BALANCE SHEET
(dollars in thousands, except for share data)
(unaudited)
March 31, December 30, April 1,
2007 2006 2006
ASSETS
Current assets:
Cash and cash equivalents $ 41,750 $ 68,545 $ 59,662
Accounts receivable, net 116,864 110,615 108,014
Inventories, net 159,574 193,588 154,341
Prepaid expenses and other current 11,919 7,296 8,741
assets
Deferred income taxes 18,905 22,377 21,818
Total current assets 349,012 402,421 352,576
Property, plant, and equipment, net 80,972 87,940 76,166
Tradenames 322,233 322,233 322,233
Cost in excess of fair value of net
assets acquired 279,756 279,756 283,394
Deferred debt issuance costs, net 5,611 5,903 7,788
Licensing agreements, net 11,831 12,895 16,086
Leasehold interests, net 1,035 1,151 1,502
Other assets 10,540 10,892 6,154
Total assets $1,060,990 $1,123,191 $1,065,899
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 2,627 $ 2,627 $ 4,231
Accounts payable 41,605 70,878 24,511
Other current liabilities 43,007 63,012 66,022
Total current liabilities 87,239 136,517 94,764
Long-term debt 341,529 342,405 415,720
Deferred income taxes 120,640 125,784 128,639
Other long-term liabilities 32,347 22,994 20,917
Total liabilities 581,755 627,700 660,040
Commitments and contingencies
Stockholders' equity:
Preferred stock; par value $.01 per
share; 100,000 shares authorized;
none issued or outstanding at
March 31, 2007, December 30, 2006,
and April 1, 2006 -- -- --
Common stock, voting; par value $.01
per share; 150,000,000 shares
authorized; 57,790,640 and
58,927,280 shares issued and
outstanding at March 31, 2007
and December 30, 2006; 40,000,000
shares authorized; 28,988,029
shares issued and outstanding
at April 1, 2006 578 589 290
Additional paid-in capital 247,075 275,045 260,053
Accumulated other comprehensive income 4,827 5,301 2,395
Retained earnings 226,755 214,556 143,121
Total stockholders' equity 479,235 495,491 405,859
Total liabilities and
stockholders' equity $1,060,990 $1,123,191 $1,065,899
SOURCE Carter's, Inc. 04/24/2007
/CONTACT: Eric Martin, Vice President,
Investor Relations of Carter's, Inc., +1-404-745-2889/
/First Call Analyst: /
/FCMN Contact: eric.martin@carters.com /
/Web site: http://www.carters.com/