Carter’s,
Inc.
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(Exact
name of Registrant as specified in its
charter)
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Delaware
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001-31829
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13-3912933
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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The
Proscenium,
1170
Peachtree Street NE, Suite 900
Atlanta,
Georgia 30309
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(Address
of principal executive offices, including zip code)
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(404)
745-2700
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last
report.)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item 2.02. |
Results
of Operations and Financial Condition.
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Item 2.06. |
Material
Impairments.
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Item 9.01. |
Financial
Statements and Exhibits.
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(d) |
Exhibits
- The following exhibit is furnished as part of this Current
Report on
Form 8-K.
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Exhibit |
Number | Description |
99.1 |
Press
Release of Carter’s, Inc., dated July 24,
2007
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CARTER’S, INC. | ||
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By: | /S/ MICHAEL D. CASEY | |
Name: Michael D. Casey |
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Title: Executive Vice President and Chief Financial Officer |
(dollars
in millions, except
EPS)
Three-month period ended June 30, 2007 |
||||||||||
(Loss)
Income
Before
|
Net
(Loss)
|
Diluted
|
||||||||
Taxes
|
Income
|
EPS
|
||||||||
Loss,
as reported (GAAP)
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($143.6
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)
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($143.4
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)
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($2.48
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)
|
||||
Intangible
asset impairment (a)
|
154.9
|
150.5
|
2.60
|
|||||||
Distribution
facility closure costs (b)
|
0.5
|
0.3
|
0.00
|
|||||||
Accelerated
depreciation (c)
|
0.6
|
0.3
|
0.01
|
|||||||
Income,
as adjusted (d)
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$
|
12.4
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$
|
7.7
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$
|
0.13
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(a) |
OshKosh-related
intangible asset impairment
charges.
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(b) |
Costs
associated with the closure of the White House, Tennessee distribution
facility.
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(c) |
Accelerated
depreciation charges (included in selling, general, and administrative
expenses) related to the closure of the White House, Tennessee
distribution facility.
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(d) |
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.
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(dollars
in millions, except EPS)
Six-month
period ended June 30, 2007
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||||||||||
(Loss)
Income
Before
|
Net
(Loss)
|
Diluted
|
||||||||
Taxes
|
Income
|
EPS
|
||||||||
Loss,
as reported (GAAP)
|
($128.1
|
)
|
($133.8
|
)
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($2.30
|
)
|
||||
Intangible
asset impairment (a)
|
154.9
|
150.5
|
2.58
|
|||||||
Distribution
facility closure costs (b)
|
5.0
|
3.1
|
0.05
|
|||||||
Accelerated
depreciation (c)
|
2.1
|
1.3
|
0.02
|
|||||||
Income,
as adjusted (d)
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$
|
33.9
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$
|
21.1
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$
|
0.35
|
(a) |
OshKosh-related
intangible asset impairment
charges.
|
(b) |
Costs
associated with the closure of the White House, Tennessee distribution
facility.
|
(c) |
Accelerated
depreciation charges (included in selling, general, and administrative
expenses) related to the closure of the White House, Tennessee
distribution facility.
|
(d) |
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.
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(dollars
in millions, except for share data)
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||||||
Third
Quarter 2007 (a)
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Fourth
Quarter 2007 (c)
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Fiscal
Year 2007 (e)
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Consolidated
Net Sales
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$408
to $413
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4%
to 5%
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$399
to $404
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6%
to 7%
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$1,415
to $1,425
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5%
to 6%
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Consolidated
Adjusted Diluted EPS
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$0.55
to $0.57
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(4%)
to 0% (b)
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$0.53
to $0.55
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18%
to 22% (d)
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$1.42
to $1.46
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0%
to 3% (f)
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(a) |
Comparison
to the third quarter of fiscal
2006.
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(b) |
Third
quarter of fiscal 2007 excludes $0.4 million, or $0.01 per diluted
share,
in estimated after-tax costs related to the closure of the White
House,
Tennessee distribution facility.
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(c) |
Comparison
to the fourth quarter of fiscal
2006.
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(d) |
Fourth
quarter of fiscal 2007 excludes $0.2 million in estimated after-tax
costs
related to the closure of our White House, Tennessee distribution
facility.
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(e) |
Comparison
to fiscal 2006.
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(f) |
Fiscal
2007 excludes approximately $150.5 million of non-cash after-tax
impairment charges, or $2.59 per diluted share, and $4.9 million,
or $0.08
per diluted share, in estimated after-tax costs related to the closure
of
the White House, Tennessee distribution facility.
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Three-month
periods ended
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Six-month
periods ended
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||||||||||||
June
30,
2007
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July
1,
2006
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June
30,
2007
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July
1,
2006
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||||||||||
Net
sales:
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|||||||||||||
Wholesale
- Carter’s
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$
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93,294
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$
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84,095
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$
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205,947
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$
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186,456
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|||||
Wholesale
- OshKosh
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10,227
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20,411
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35,220
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49,092
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|||||||||
Total
Wholesale sales
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103,521
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104,506
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241,167
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235,548
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|||||||||
Retail
- Carter’s
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76,275
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71,395
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151,101
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140,463
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|||||||||
Retail
- OshKosh
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48,885
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50,703
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94,733
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93,015
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|||||||||
Total
Retail sales
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125,160
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122,098
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245,834
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233,478
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|||||||||
Mass
Channel
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59,094
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50,973
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120,902
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104,998
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|||||||||
Total
net sales
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287,775
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277,577
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607,903
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574,024
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|||||||||
Cost
of goods sold
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192,357
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180,342
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406,105
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368,625
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|||||||||
Gross
profit
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95,418
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97,235
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201,798
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205,399
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|||||||||
Selling,
general, and administrative expenses
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84,635
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82,466
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172,881
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165,448
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|||||||||
Intangible
asset impairment
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154,886
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--
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154,886
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--
|
|||||||||
Closure
costs
|
470
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10
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4,977
|
91
|
|||||||||
Royalty
income
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(6,700
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)
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(6,654
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)
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(14,245
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)
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(13,828
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)
|
|||||
Operating
(loss) income
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(137,873
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)
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21,413
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(116,701
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)
|
53,688
|
|||||||
Interest
expense, net
|
5,704
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6,929
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11,432
|
13,813
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|||||||||
(Loss)
income before income taxes
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(143,577
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)
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14,484
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(128,133
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)
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39,875
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|||||||
(Benefit
from) provision for income taxes
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(128
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)
|
5,466
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5,705
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15,071
|
||||||||
Net
(loss) income
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($143,449
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)
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$
|
9,018
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($133,838
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)
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$
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24,804
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|||||
Basic
net (loss) income per common share
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($2.48
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)
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$
|
0.16
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($2.30
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)
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$
|
0.43
|
|||||
Diluted
net (loss) income per common share
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($2.48
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)
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$
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0.15
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($2.30
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)
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$
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0.41
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|||||
Basic
weighted-average number of shares outstanding
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57,838,075
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57,877,753
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58,142,782
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57,793,393
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|||||||||
Diluted
weighted-average number of shares outstanding
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57,838,075
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61,183,491
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58,142,782
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61,160,185
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June
30, 2007
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December
30, 2006
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July
1, 2006
|
||||||||
ASSETS
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||||||||||
Current
assets:
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||||||||||
Cash
and cash equivalents
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$
|
19,848
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$
|
68,545
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$
|
41,624
|
||||
Accounts
receivable, net
|
104,534
|
110,615
|
103,151
|
|||||||
Inventories,
net
|
231,588
|
193,588
|
190,524
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|||||||
Prepaid
expenses and other current assets
|
15,000
|
7,296
|
8,413
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|||||||
Assets
held for sale
|
6,109
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--
|
--
|
|||||||
Deferred
income taxes
|
19,087
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22,377
|
18,795
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|||||||
Total
current assets
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396,166
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402,421
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362,507
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|||||||
Property,
plant, and equipment, net
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72,693
|
87,940
|
76,192
|
|||||||
Tradenames
|
310,233
|
322,233
|
322,233
|
|||||||
Cost
in excess of fair value of net assets acquired
|
136,570
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279,756
|
283,122
|
|||||||
Deferred
debt issuance costs, net
|
5,320
|
5,903
|
7,118
|
|||||||
Licensing
agreements, net
|
10,767
|
12,895
|
15,022
|
|||||||
Leasehold
interests, net
|
918
|
1,151
|
1,385
|
|||||||
Other
assets
|
9,568
|
10,892
|
7,779
|
|||||||
Total
assets
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$
|
942,235
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$
|
1,123,191
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$
|
1,075,358
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||||
Current
liabilities:
|
||||||||||
Current
maturities of long-term debt
|
$
|
2,627
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$
|
2,627
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$
|
3,979
|
||||
Accounts
payable
|
85,872
|
70,878
|
57,074
|
|||||||
Other
current liabilities
|
28,563
|
63,012
|
55,490
|
|||||||
Total
current liabilities
|
117,062
|
136,517
|
116,543
|
|||||||
Long-term
debt
|
340,653
|
342,405
|
389,915
|
|||||||
Deferred
income taxes
|
115,150
|
125,784
|
127,613
|
|||||||
Other
long-term liabilities
|
32,708
|
22,994
|
21,528
|
|||||||
Total
liabilities
|
605,573
|
627,700
|
655,599
|
|||||||
Commitments
and contingencies
|
||||||||||
Stockholders’
equity:
|
||||||||||
Preferred
stock; par value $.01 per share; 100,000 shares authorized; none
issued or
outstanding at June 30, 2007, December 30, 2006, and July 1,
2006
|
--
|
--
|
--
|
|||||||
Common
stock, voting; par value $.01 per share; 150,000,000 shares authorized;
58,185,355, 58,927,280, and 58,153,110 shares issued and outstanding
at
June 30, 2007, December 30, 2006, and July 1, 2006
|
582
|
589
|
582
|
|||||||
Additional
paid-in capital
|
247,587
|
275,045
|
263,822
|
|||||||
Accumulated
other comprehensive income
|
5,187
|
5,301
|
3,215
|
|||||||
Retained
earnings
|
83,306
|
214,556
|
152,140
|
|||||||
Total
stockholders’ equity
|
336,662
|
495,491
|
419,759
|
|||||||
Total
liabilities and stockholders’ equity
|
$
|
942,235
|
$
|
1,123,191
|
$
|
1,075,358
|