form8_k.htm



 
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): October 21, 2008
 
Carter’s, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
 
001-31829
 
13-3912933
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
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 October 21, 2008, Carter’s, Inc. issued a press release announcing its financial results for its third quarter ended September 27, 2008.  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.

 

 
 
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 October 21, 2008

 
 

 

 
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.
 
 

 


 October 21, 2008
CARTER’S, INC.
 
     
 
By:
/s/ BRENDAN M. GIBBONS
 
Name:
Brendan M. Gibbons
 
Title:
Vice President, General Counsel, and
Secretary
     
 

 


ex99_1.htm
 
Exhibit 99.1
                   


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



 
CARTER’S, INC. REPORTS THIRD QUARTER RESULTS

 
· 
CONSOLIDATED NET SALES INCREASED 6%
· 
CARTER’S RETAIL COMPARABLE STORE SALES INCREASED 6%
· 
OSHKOSH RETAIL COMPARABLE STORE SALES INCREASED 13%

Atlanta, Georgia, October 21, 2008 / PRNewswire – First Call / – Carter’s, Inc. (NYSE:CRI), the largest branded marketer in the United States of apparel exclusively for babies and young children, reported its third quarter fiscal 2008 results.

“Our third quarter performance was better than expected, particularly given the challenges of the current retail environment.  For the past year, we’ve made significant investments to strengthen our organization and product offerings, and our results reflect the benefit from these investments,” noted Michael D. Casey, Chief Executive Officer.  “We believe the strength of our brands and the significant value we are providing to our consumers will enable us to weather this difficult retail and economic period.”

Third Quarter of Fiscal 2008 compared to Third Quarter of Fiscal 2007

Consolidated net sales increased 6.2% to $436.4 million.  Net sales of the Company’s Carter’s brands increased 6.6% to $341.0 million.  Net sales of the Company’s OshKosh brand increased 4.8% to $95.4 million.


 
 

 

Consolidated retail store sales increased 12.0% to $185.1 million.  Carter’s retail store sales increased 9.8% to $112.5 million, driven by a comparable store sales increase of 6.1%, or $6.2 million, and sales of $4.2 million from Carter’s stores opened since the third quarter of fiscal 2007.  OshKosh retail store sales increased 15.6% to $72.6 million, driven by a comparable store sales increase of 13.2%, or $8.2 million, and sales of $2.1 million from OshKosh stores opened since the third quarter of fiscal 2007.

In the third quarter of fiscal 2008, the Company opened three Carter’s retail stores.  As of September 27, 2008, the Company had 234 Carter’s and 163 OshKosh stores.  The Company plans to open 19 Carter’s and three OshKosh stores during the fourth quarter of fiscal 2008.  The Company also plans to close one Carter’s store during the fourth quarter of fiscal 2008.

The Company’s mass channel sales, which are comprised of sales of our Just One Year brand to Target and Child of Mine brand to Wal-Mart, increased $9.1 million, or 13.4%, to $76.7 million.  Sales of our Child of Mine brand increased $7.6 million, or 17.9%, to $49.9 million due to the timing of product launches.  Sales of our Just One Year brand increased $1.5 million, or 6.0%, to $26.8 million.

Carter’s wholesale sales increased $1.9 million, or 1.3%, to $151.8 million due to better product performance and higher demand, partially offset by the impact of cancelled orders from high credit risk customers.  OshKosh wholesale sales decreased $5.4 million, or 19.1%, to $22.8 million due to a reduction in demand resulting from past product performance.  This decrease also reflects changes made to improve product performance, including reducing wholesale prices.

During the third quarter of fiscal 2008, the Company recorded a $2.6 million charge related to the write-down of the carrying value of the OshKosh distribution facility held for sale.  This write-down reflects a reduction in the anticipated selling price of the property due to a deterioration in the commercial real estate market.


 
2

 

Consolidated operating income in the third quarter of fiscal 2008 was $57.1 million as compared to $60.0 million in the third quarter of fiscal 2007.  Excluding the $2.6 million charge related to the distribution facility write-down in the third quarter of fiscal 2008 and excluding the distribution facility closure costs of $0.3 million in the third quarter of fiscal 2007, the Company’s adjusted operating income decreased $0.6 million, or 0.9%.  An improvement in earnings from our OshKosh retail segment was offset by provisions for excess inventory and incentive compensation.

For the third quarter of fiscal 2008, the Company’s net income was $33.4 million, or $0.58 per diluted share, compared to net income of $34.6 million, or $0.58 per diluted share, in the third quarter of fiscal 2007.  Excluding the distribution facility write-down charge in the third quarter of fiscal 2008 and excluding the $0.2 million in after-tax distribution facility closure costs in the third quarter of fiscal 2007, the Company’s adjusted net income increased $0.2 million, or 0.7%, and adjusted diluted earnings per share increased 3.4% to $0.60 per diluted share.
 
The reconciliation of income as reported under accounting principles generally accepted in the United States of America (“GAAP”) to adjusted income is as follows:

 
   
(dollars in millions, except EPS)
 
       
   
Three-month period ended
 
   
September 27, 2008
 
                   
   
Operating
   
Net
   
Diluted
 
   
Income
   
Income
   
EPS
 
                   
Income, as reported (GAAP)
  $ 57.1     $ 33.4     $ 0.58  
                         
        Facility write-down (a)  
    2.6       1.6       0.02  
                         
Income, as adjusted (b)
  $ 59.7     $ 35.0     $ 0.60  

   
(a)
Charge related to the write-down of the carrying value of the OshKosh distribution facility held for sale.
(b)
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 operating income, net income, and net income on a diluted share basis excluding the adjustments discussed above.  We believe these adjustments provide a meaningful comparison of the Company’s results.  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.

First Nine Months of Fiscal 2008 compared to First Nine Months of Fiscal 2007

Consolidated net sales increased 4.8% to $1.1 billion.  Net sales of the Company’s Carter’s brands increased 6.1% to $846.2 million.  Net sales of the Company’s OshKosh brand increased 0.4% to $221.8 million.

Consolidated retail store sales increased 11.5% to $458.4 million.  Carter’s retail store sales increased 15.0% to $291.6 million, driven by a comparable store sales increase of 11.3%, or $28.5 million, and sales of $10.4 million from Carter’s stores opened since the third quarter of fiscal 2007, partially offset by the impact of store closures of $0.9 million.  OshKosh retail store sales increased 5.9% to $166.8 million, due to sales of $5.8 million from OshKosh stores opened since the third quarter of fiscal 2007 and a comparable store sales increase of $4.8 million, or 3.0%, partially offset by the impact of store closures of $1.3 million.  In the first nine months of fiscal 2008, the Company opened six Carter’s retail stores.

The Company’s mass channel sales increased $2.2 million, or 1.1%, to $190.7 million.  Sales of our Just One Year brand increased $6.8 million, or 9.9%, to $75.5 million, driven by new door growth.  Sales of our Child of Mine brand decreased $4.6 million, or 3.9%, to $115.2 million, due primarily to product performance in certain categories.

Carter’s wholesale sales increased $8.1 million, or 2.3%, to $364.0 million due to better product performance and higher demand, partially offset by the impact of cancelled orders from high credit risk customers.  OshKosh wholesale sales decreased $8.4 million, or 13.3%, to $55.0 million due to a reduction in demand resulting from past product performance.  This decrease also reflects changes made to improve product performance, including reducing wholesale prices.

In connection with the retirement of an executive officer, the Company recorded charges during the second quarter of fiscal 2008 of $5.3 million, $3.1 million of which related to severance and benefit obligations and $2.2 million of which related to the vesting of certain stock options.

Consolidated operating income in the first nine months of fiscal 2008 was $86.9 million compared to an operating loss of $56.7 million in the first nine months of fiscal 2007.  Excluding the executive retirement charges and the distribution facility write-down in the first nine months of fiscal 2008 and excluding the impairment and distribution facility closure costs in the first nine months of fiscal 2007, the Company’s adjusted operating income decreased $10.7 million, or 10.2%.  This decrease reflects the underperformance of certain components of our Child of Mine brand and provisions for incentive compensation and excess inventory.


 
3

 

Net income in the first nine months of fiscal 2008 was $47.7 million, or $0.82 per diluted share, compared to a net loss of $99.2 million, or $1.71 per diluted share, in the first nine months of fiscal 2007.  Excluding the executive retirement charges and the distribution facility write-down in the first nine months of fiscal 2008 and excluding the impairment and distribution facility closure costs in the first nine months of fiscal 2007, the Company’s adjusted net income decreased $3.2 million, or 5.7%, and adjusted diluted earnings per share decreased 2.2% to $0.90 per diluted share.


   
(dollars in millions, except EPS)
 
                   
   
Nine-month period ended
 
   
September 27, 2008
 
                   
   
Operating
   
Net
   
Diluted
 
   
Income
   
Income
   
EPS
 
                   
Income, as reported (GAAP)
  $ 86.9     $ 47.7     $ 0.82  
                         
        Executive retirement charges  
    5.3       3.4       0.06  
                         
        Facility write-down (a)
    2.6       1.6        0.02  
                         
Income, as adjusted (b)
  $ 94.8     $ 52.7     $ 0.90  

   
(a)
Charge related to the write-down of the carrying value of the OshKosh distribution facility held for sale.
(b)
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 operating income, net income, and net income on a diluted share basis excluding the adjustments discussed above.  We believe these adjustments provide a meaningful comparison of the Company’s results.  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.

 
4

 

 

   
(dollars in millions, except EPS)
 
                   
   
Nine-month period ended
 
   
September 29, 2007
 
                   
   
Operating (Loss)
   
Net
(Loss)
   
Diluted
 
   
Income
   
Income
   
EPS
 
                   
Loss, as reported (GAAP)
  $ (56.7 )   $ (99.2 )   $ (1.71 )
                         
  Intangible asset impairment (a)
    154.9       150.5       2.59  
  Distribution facility closure costs (b)
    5.2       3.3       0.06  
  Accelerated depreciation (c)
    2.1       1.3       0.02  
  Diluted share count impact (d)
     --        --       (0.04 )
                         
Income, as adjusted (e)
  $ 105.5     $ 55.9     $ 0.92  

(a)
OshKosh-related intangible asset impairment charges.
(b)
Costs associated with the closure of the OshKosh distribution facility.
(c)
Accelerated depreciation charges (included in selling, general, and administrative expenses) related to the closure of the OshKosh distribution facility.
(d)
When reporting a loss in accordance with GAAP, the number of diluted weighted average shares is equal to the number of basic weighted average shares.  This adjustment reflects the impact of the difference between the number of diluted shares used for calculating GAAP EPS (58.0 million shares) and the number of diluted shares used for calculating adjusted EPS (60.5 million shares).
(e)
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 operating income, net income, and net income on a diluted share basis excluding the adjustments discussed above.  We believe these adjustments provide a meaningful comparison of the Company’s results.  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.

Net cash provided by operating activities in the first nine months of fiscal 2008 was $57.4 million compared to net cash used in operating activities of $38.6 million in the first nine months of fiscal 2007.  The improvement in cash flow was driven largely by favorable changes in working capital, primarily with respect to inventory.

During the first nine months of fiscal 2008, the Company repurchased 1,898,183 shares of its common stock for approximately $30 million at an average price of $15.69 per share.



 
5

 

Quarterly Conference Call

The Company will broadcast its quarterly conference call on October 22, 2008 at 8:30 a.m. Eastern Time.  To participate in the call, please dial 1-913-312-6698.  To listen to the live broadcast over the internet, please log on to www.carters.com, click on “Investor Relations,” and click on the link “Third Quarter Conference Call.”  The conference call will be simultaneously broadcast on the Company’s website at www.carters.com.  Presentation materials for the call can be accessed on the Company’s website at www.carters.com by clicking on the “Investor Relations” tab and choosing “conference calls & webcasts” on the left side of the screen.  A replay of the call will be available shortly after the broadcast through October 31, 2008, at 1-719-457-0820, passcode 7243510.  The replay will be archived on the Company’s website at the same location.

For more information on Carter’s, Inc., please visit www.carters.com.

 
6

 

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 2008 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 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 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 Securities and Exchange Commission 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.

 
7

 

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

   
Three-month periods ended
   
Nine-month periods ended
 
   
September 27,
2008
   
September 29,
2007
   
September 27,
2008
   
September 29,
2007
 
Net sales:
                       
Carter’s Wholesale
  $ 151,848     $ 149,918     $ 364,002     $ 355,865  
OshKosh Wholesale
    22,801       28,197       55,010       63,417  
Carter’s Retail
    112,508       102,429       291,566       253,530  
OshKosh Retail
    72,568       62,800       166,816       157,533  
Mass Channel
    76,694       67,605       190,672       188,507  
Total net sales
    436,419       410,949       1,068,066       1,018,852  
Cost of goods sold
    281,752       265,093       708,903       671,198  
Gross profit
    154,667       145,856       359,163       347,654  
Selling, general, and administrative expenses
    104,536       94,241       289,019       267,122  
Executive retirement charges
    --       --       5,325       --  
Intangible asset impairment
    --       --       --       154,886  
Facility write-down and closure costs
    2,609       256       2,609       5,233  
Royalty income
    (9,576 )     (8,649 )     (24,693 )     (22,894 )
Operating income (loss)
    57,098       60,008       86,903       (56,693 )
Interest expense, net
    4,048       6,021       13,357       17,453  
Income (loss) before income taxes
    53,050       53,987       73,546       (74,146 )
Provision for income taxes
    19,675       19,369       25,833       25,074  
Net income (loss)
  $ 33,375     $ 34,618     $ 47,713     $ ( 99,220 )
                                 
Basic net income (loss) per common share
  $ 0.60     $ 0.60     $ 0.85     $ (1.71 )
                                 
Diluted net income (loss) per common share
  $ 0.58     $ 0.58     $ 0.82     $ (1.71 )
                                 
Basic weighted-average number of shares outstanding
    56,015,725       57,745,717       56,462,515       58,010,633  
                                 
Diluted weighted-average number of shares outstanding
    57,963,941       59,975,130       58,490,406       58,010,633  

 
8

 

 
CARTER’S, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except for share data)
(unaudited)
   
September 27, 2008
   
December 29, 2007
   
September 29, 2007
 
ASSETS
                 
Current assets:
                 
Cash and cash equivalents
  $ 59,660     $ 49,012     $ 9,254  
Accounts receivable, net
    160,094       119,707       160,069  
Finished good inventories, net
    214,359       225,494       246,529  
Assets held for sale
    3,500       6,109       6,109  
Prepaid expenses and other current assets
    12,667       9,093       13,385  
Deferred income taxes
    24,921       24,234       20,729  
                         
Total current assets
    475,201       433,649       456,075  
Property, plant, and equipment, net
    76,377       75,053       72,829  
Tradenames
    305,733       308,233       308,233  
Cost in excess of fair value of net assets acquired
    136,570       136,570       136,570  
Deferred debt issuance costs, net
    3,892       4,743       5,031  
Licensing agreements, net
    6,174       8,915       9,829  
Other assets
    8,310       7,505       9,035  
Total assets
  $ 1,012,257     $ 974,668     $ 997,602  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
Current liabilities:
                       
Current maturities of long-term debt
  $ 4,379     $ 3,503     $ 2,627  
Accounts payable
    58,624       56,589       69,403  
Other current liabilities
    58,174       46,666       52,022  
                         
Total current liabilities
    121,177       106,758       124,052  
Revolving loan facility
    --       --       21,600  
Long-term debt
    335,399       338,026       339,778  
Deferred income taxes
    112,873       113,706       114,481  
Other long-term liabilities
    32,134       34,049       32,443  
                         
Total liabilities
    601,583       592,539       632,354  
                         
Commitments and contingencies
                       
Stockholders’ equity:
                       
Preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at September 27, 2008, December 29, 2007, and September 29, 2007
    --       --       --  
Common stock, voting; par value $.01 per share; 150,000,000 shares authorized; 56,533,319, 57,663,315, and 57,926,790 shares issued and outstanding at September 27, 2008, December 29, 2007, and September 29, 2007, respectively
    565       576       579  
Additional paid-in capital
    213,546       232,356       242,780  
Accumulated other comprehensive income
    2,324       2,671       3,965  
Retained earnings
    194,239       146,526       117,924  
                         
Total stockholders’ equity
    410,674       382,129       365,248  
                         
Total liabilities and stockholders’ equity
  $ 1,012,257     $ 974,668     $ 997,602  


 
9

 

 
CARTER’S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(dollars in thousands)
(unaudited)

   
Nine-month periods ended
 
   
September 27,
2008
   
September 29,
2007
 
Cash flows from operating activities:
           
Net income (loss)
  $ 47,713     $ (99,220 )
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
               
Depreciation and amortization
    20,576       22,526  
Amortization of debt issuance costs
    851       872  
    Non-cash intangible asset impairment charges
    --       154,886  
Non-cash stock-based compensation expense
    6,756       4,653  
Income tax benefit from exercised stock options
    (3,457 )     (7,797 )
Loss on disposal of property, plant, and equipment
    383       620  
Deferred income taxes
    (1,399 )     (8,890 )
Non-cash facility write-down and closure costs
    2,609       2,450  
Effect of changes in operating assets and liabilities:
               
     Accounts receivable
    (40,387 )     (49,454 )
     Inventories
    11,135       (52,941 )
     Prepaid expenses and other assets
    (4,722 )     (5,302 )
     Accounts payable and other liabilities
    17,295       (1,020 )
                 
     Net cash provided by (used in) operating activities
    57,353       (38,617 )
                 
Cash flows from investing activities:
               
Capital expenditures
    (19,197 )     (13,228 )
Proceeds from sale of property, plant, and equipment
    --       53  
                 
     Net cash used in investing activities
    (19,197 )     (13,175 )
                 
Cash flows from financing activities:
               
Payments on term loan
    (1,751 )     (2,627 )
Share repurchase
    (29,774 )     (47,406 )
Borrowings from revolving loan facility
    --       117,600  
Payments on revolving loan facility
    --       (96,000 )
Income tax benefit from exercised stock options
    3,457       7,797  
Proceeds from exercise of stock options
    560       2,576  
Other
    --       10,561  
                 
     Net cash used in financing activities
    (27,508 )     (7,499 )
                 
Net increase (decrease) in cash and cash equivalents
    10,648       (59,291 )
Cash and cash equivalents, beginning of period
    49,012       68,545  
                 
Cash and cash equivalents, end of period
  $ 59,660     $ 9,254  
                 
                 
                 


 
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