-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QL2Go5hegX9h5AxIyI/0K7B4K66Sgu2Ju86kgYcNAQE+ysbSjrm8JEuJ7gvS9C2D R0inMmBi/6eIEP9jS/C9hQ== 0000891092-04-005611.txt : 20041116 0000891092-04-005611.hdr.sgml : 20041116 20041116164414 ACCESSION NUMBER: 0000891092-04-005611 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041116 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GYMBOREE CORP CENTRAL INDEX KEY: 0000786110 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 942615258 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21250 FILM NUMBER: 041149989 BUSINESS ADDRESS: STREET 1: 500 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-278-7000 MAIL ADDRESS: STREET 1: 500 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K 1 e19757_8k.txt FORM 8-K ================================================================================ 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) November 16, 2004 The Gymboree Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-21250 942615258 - ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 500 Howard Street, San Francisco, CA 94105 ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415) 278-7000 Former address: 700 Airport Boulevard, Suite 200, Burlingame, CA 94010-1912 - -------------------------------------------------------------------------------- (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 November 16, 2004, The Gymboree Corporation issued a press release announcing certain financial information for the quarter ended October 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press release of The Gymboree Corporation issued November 16, 2004. * The information furnished under Item 2.02 of this Current Report of Form 8-K, including the exhibit attached hereto under Item 9.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE GYMBOREE CORPORATION Date: 11/16/04 By: /s/ Myles B. McCormick ---------------------------- Myles B. McCormick Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description 99.1 Press release of The Gymboree Corporation issued November 16, 2004 3 EX-99.1 2 e19757ex99_1.txt PRESS RELEASE Exhibit 99.1 The Gymboree Corporation Reports Third Quarter 2004 Results SAN FRANCISCO, Nov. 16 /PRNewswire-FirstCall/ -- The Gymboree Corporation (Nasdaq: GYMB) today reported earnings from continuing operations of $8.9 million or $0.28 per diluted share for the third fiscal quarter ended October 30, 2004 compared to earnings from continuing operations of $8.5 million or $0.28 per diluted share for the same period last year. Income from continuing operations in the current quarter includes an income tax benefit of $3.4 million or $0.11 per diluted share resulting from a favorable resolution of certain income tax issues. On August 17, 2004, the company announced the closure of its United Kingdom and Ireland retail operations. The closure process was substantially complete by the end of the third quarter. Accordingly, for all relevant periods, the results of operations for the Company's United Kingdom and Ireland retail operations have been separately presented as discontinued operations. Net loss from discontinued operations was ($3.4) million or ($0.11) per diluted share for the third fiscal quarter ended October 30, 2004, comprised primarily of asset write-offs, severance expense, and lease disposition costs. Net sales from continuing retail operations for the third fiscal quarter ended October 30, 2004 totaled $152.6 million, an 8% increase over the $140.9 million in net sales from continuing retail operations for the third fiscal quarter ended November 1, 2003. Comparable store sales from continuing operations for the quarter increased 2% over the same period last year. Total net sales from continuing operations for the third fiscal quarter, including sales from Gymboree Play & Music operations, were $155.6 million, an increase of 8% compared to total net sales from continuing operations of $143.8 million for the third fiscal quarter last year. "Going forward, we will focus on ensuring appropriate seasonality of our Gymboree collections, delivering more competitive costing through increasingly effective sourcing and creating enticing events in our stores," said Lisa Harper, The Gymboree Corporation's chairman and chief executive officer. "We are encouraged by the development of our new businesses and remain committed to the ultimate success of our broader strategy of creating multiple niche brands." Business Outlook For the fourth fiscal quarter, the Company expects comparable store sales from continuing operations to be flat to the prior year. The Company also reaffirmed its fourth fiscal quarter guidance of earnings per diluted share from continuing operations to be in the range of $0.25 to $0.30, excluding a non-cash charge related to the assignment of the Company's former Burlingame headquarters to the landlord of the Company's new San Francisco headquarters. The amount of the charge will be recorded as a deferred lease incentive from the new landlord, which will be amortized over the life of the new lease as a reduction of rent expense. For the full fiscal year 2004, the Company now expects its guidance for earnings per diluted share from continuing operations to be in the range of $0.59 to $0.64, excluding both the current quarter's income tax benefit and the expected non-cash charge in the fourth quarter. Net loss from discontinued operations for the fourth fiscal quarter is expected to be in the range of ($0.14) to ($0.16) related to the remaining U.K. lease disposition costs, asset write-offs, and severance charges. Management Presentation A live broadcast of the discussion of third fiscal quarter 2004 earnings results will be available to interested parties at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) on Tuesday, November 16. To listen to the live broadcast over the Internet, please log on to gymboree.com, click on "Our Company" at the bottom of the page, go to "Investor and Media Relations" and then "Conference Calls & Web casts." A replay of the call will be available shortly after the broadcast through midnight Eastern Time, November 23, 2004, at 800-642-1687, pass code 1856939, as well as archived on our Web site at the same location as the live Web cast. About The Gymboree Corporation The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of October 30, 2004, the Company operated a total of 660 stores: 597 Gymboree(R) retail stores (552 in the United States, 28 in Canada, and 17 in Europe), 51 Janie and Jack(R) retail shops and 12 Janeville(TM) stores in the United States. The Company also operates online stores at gymboree.com and janieandjack.com, and offers directed parent-child developmental play programs at 506 franchised and company-operated centers in the United States and 26 other countries. Forward-Looking Statements The foregoing sales and earnings figures for the third fiscal quarter are un-audited and subject to quarter-end and year-end adjustment, and could differ materially from those indicated. The foregoing paragraphs contain forward-looking statements relating to The Gymboree Corporation's anticipated sales growth and future financial performance. These are forward looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially as a result of a number of factors, including customer reactions to new merchandise, service levels and new concepts, success in meeting our delivery targets, the level of our promotional activity, the wind down of our UK and Ireland operations, our gross margin achievement, our ability to appropriately manage inventory, general economic conditions, and competitive market conditions. Other factors that may cause actual results to differ materially include those set forth in the reports that we file from time to time with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended January 31, 2004. These forward-looking statements reflect The Gymboree Corporation's expectations as of November 16, 2004. The Gymboree Corporation undertakes no obligation to update the information provided herein. NOTE: Gymboree and Janie and Jack are registered trademarks of The Gymboree Corporation. Janeville is a trademark of The Gymboree Corporation. THE GYMBOREE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share and store data) (Unaudited) 13 Weeks Ended 39 Weeks Ended Oct. 30, Nov. 1, Oct. 30, Nov. 1, 2004 2003 2004 2003 Net sales: Retail $152,619 $140,864 $410,466 $373,635 Play & Music and Other 2,989 2,894 8,241 9,002 Total net sales 155,608 143,758 418,707 382,637 Cost of goods sold, including buying and occupancy expenses (92,799) (83,355) (250,387) (225,808) Gross profit 62,809 60,403 168,320 156,829 Selling, general and administrative expenses (54,306) (46,730) (151,984) (133,181) Operating income 8,503 13,673 16,336 23,648 Other income, net 69 19 451 354 Income from continuing operations before income taxes 8,572 13,692 16,787 24,002 Income tax benefit (expense) 338 (5,203) (2,661) (9,121) Income from continuing operations, net of income tax 8,910 8,489 14,126 14,881 Loss from discontinued operations, net of income tax (3,419) (174) (3,350) (364) Income before cumulative effect of change in accounting principle 5,491 8,315 10,776 14,517 Cumulative effect of change in accounting principle, net of income tax -- -- 1,228 -- Net income $5,491 $8,315 $12,004 $14,517 Basic per share amounts: Income from continuing operations, net of income tax $0.29 $0.29 $0.46 $0.50 Loss from discontinued operations, net of income tax (0.11) (0.01) (0.11) (0.01) Cumulative effect of change in accounting principle, net of income tax -- -- 0.04 -- Net income $0.18 $0.28 $0.39 $0.49 Diluted per share amounts: Income from continuing operations, net of income tax $0.28 $0.28 $0.45 $0.48 Loss from discontinued operations, net of income tax $(0.11) (0.01) (0.11) (0.01) Cumulative effect of change in accounting principle, net of income tax $-- -- 0.04 -- Net income $0.18 $0.27 $0.38 $0.47 Weighted average shares outstanding: Basic 30,801 29,687 30,657 29,518 Diluted 31,346 30,837 31,355 30,764 Number of stores at end of period 660 612 660 612 CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) Oct. 30, Jan. 31, Nov. 1, 2004 2004 2003 Current Assets Cash and cash equivalents $64,608 $89,553 $56,463 Accounts receivable 19,215 11,168 7,542 Merchandise inventories 91,706 73,017 81,832 Prepaid expenses and deferred taxes 3,588 3,991 10,349 Current assets of discontinued operations 4,373 6,396 6,908 Total current assets 183,490 184,125 163,094 Property and Equipment, net 146,097 108,898 106,945 Lease Rights, Deferred Taxes and Other Assets 10,059 5,860 5,779 Total Assets $339,646 $298,883 $275,818 Current Liabilities Accounts payable $38,245 $33,318 $34,195 Accrued liabilities 43,372 33,786 30,254 Current liabilities of discontinued operations 5,127 1,714 2,554 Total current liabilities 86,744 68,818 67,003 Long Term Liabilities Deferred rent and other liabilities 30,412 26,317 20,814 Stockholders' Equity 222,490 203,748 188,001 Total Liabilities and Stockholders' Equity $339,646 $298,883 $275,818 SOURCE The Gymboree Corporation -0- 11/16/2004 /CONTACT: Charles Bracher, Investor Relations, +1-415-278-7137, or charles_bracher@gymboree.com, or Lisa Bayne, Media Relations, +1-415-278-7942, or lisa_bayne@gymboree.com, both of The Gymboree Corporation/ /Web site: http://www.gymboree.com / (GYMB) CO: Gymboree Corporation ST: California IN: REA EDU SU: ERN CCA ERP -----END PRIVACY-ENHANCED MESSAGE-----