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

August 20, 2008

Date of Report (Date of earliest event reported)

THE GYMBOREE CORPORATION

 (Exact Name of Registrant as Specified in Charter)

Delaware	000-21250	94-2615258
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
500 Howard Street, San Francisco, CA		94105
(Address of principal executive offices)		(Zip Code)

(415) 278-7000

(Registrant’s telephone number, including area code)

 

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 communication 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 August 20, 2008, The Gymboree Corporation issued an earnings release announcing its financial results for the second fiscal quarter ended August 2, 2008. A copy of the press release is attached hereto as Exhibit 99.1. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

  99.1 Earnings release of The Gymboree Corporation issued August 20, 2008.

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
Dated: August 20, 2008	By:	/s/ BLAIR W. LAMBERT
		Name: Blair W. Lambert Title: Chief Operating Officer and   Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

  99.1 Earnings release of The Gymboree Corporation issued August 20, 2008.

EX-99.1

EXHIBIT 99.1

Investor Relations contact:

Jeffrey P. Harris

Tel: 415-278-7933

investor_relations@gymboree.com

Media Relations contact:

Jamie Falkowski

Tel: 415-278-7942

media_relations@gymboree.com

The Gymboree Corporation Reports Second Quarter 2008 Results

San Francisco, Calif., August 20, 2008 - The Gymboree Corporation (NASDAQ: GYMB) today reported earnings for the second fiscal quarter ended August 2, 2008, of $8.0 million or $0.27 per diluted share. This compares to earnings of $5.8 million or $0.19 per diluted share for the same period of the prior year.

Net sales from retail operations for the fiscal quarter ended August 2, 2008, totaled $202.8 million, a 13% increase over the $179.9 million in net sales from retail operations for the second fiscal quarter of the prior year. As previously reported, comparable store sales for the second fiscal quarter increased 1% over the same period last year. Total net sales for the second fiscalquarter were $205.7 million, an increase of 13% compared to total net sales of $182.4 million for the second fiscal quarter last year.

Business Outlook

For the third fiscal quarter, the Company expects flat to slightly negative comparable store sales over the same period of the prior year. The Company expects earnings for the third fiscal quarter to be in the range of $1.02 to $1.04 per diluted share. For the full fiscal year 2008, the Company expects net income to be in the range of $3.15 to $3.20 per diluted share.

Management Presentations

The live broadcast of the discussion of second quarter 2008 financial results will be available to interested parties at 1:30 p.m. PT (4:30 p.m. ET) on Wednesday, August 20, 2008. To listen to the live broadcast over the internet, please log on to www.gymboree.com, click on “Our Company” at the bottom of the page, go to “Investor and Media Relations” and then “Conference Calls, Webcasts & Presentations.” A replay of the call will be available two hours after the broadcast through midnight ET, Wednesday, August 27, 2008, at 800-642-1687, Passcode 32948531.

Gymboree reports same store sales results on a quarterly basis and provides a business update at the end of each month. The next monthly business updates will be available on Thursday, September 4, 2008, October 9, 2008, and November 6, 2008, respectively. Please listen to our monthly business update by calling the Company’s Investor Relations Hotline at 415-278-7933. Each monthly recording will be available through Wednesday of the following week after initial release.

About The Gymboree Corporation

The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of August 2, 2008, the Company operated a total of 835 retail stores: 606 Gymboree® stores (577 in the United States and 29 in Canada), 104 Gymboree Outlet stores, 101 Janie and Jack® shops and 24 Crazy 8® stores in the United States.

The Company also operates online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com, and offers directed parent-child developmental play programs at 597 franchised and Company-operated centers in the United States and 30 other countries.

Forward-Looking Statements

The foregoing financial information for the second fiscal quarter ended August 2, 2008, is un-audited and subject to quarter-end and year-end adjustment, and could differ materially from the financial information indicated. The foregoing paragraphs contain forward-looking statements relating to 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, our gross margin achievement, our ability to appropriately manage inventory, general economic conditions, effects of future embargos from countries used to source product, 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 February 2, 2008. These forward-looking statements reflect The Gymboree Corporation’s expectations as of August 20, 2008. The Gymboree Corporation undertakes no obligation to update the information provided herein.

Gymboree, Janie and Jack and Crazy 8 are registered trademarks of The Gymboree Corporation.

###

EXHIBIT A

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share and operating data)

(Unaudited)

	13 Weeks Ended August 2, 2008			13 Weeks Ended August 4, 2007			26 Weeks Ended August 3, 2008			26 Weeks Ended August 4, 2007
Net sales:
Retail	$	202,818		$	179,854		$	441,735		$	386,575
Play & Music		2,930			2,500			6,118			5,079
Total net sales		205,748			182,354			447,853			391,654
Cost of goods sold, including
buying and occupancy expenses		(111,806	)		(102,141	)		(230,493	)		(207,641	)
Gross profit		93,942			80,213			217,360			184,013
Selling, general and administrative expenses		(81,067	)		(71,737	)		(162,892	)		(141,930	)
Operating income		12,875			8,476			54,468			42,083
Other income		417			637			698			1,755
Income before income taxes		13,292			9,113			55,166			43,838
Income tax expense		(5,281	)		(3,311	)		(22,117	)		(17,181	)
Net income	$	8,011		$	5,802		$	33,049		$	26,657
Net income per share:
Basic	$	0.29		$	0.20		$	1.19		$	0.90
Diluted	$	0.27		$	0.19		$	1.14		$	0.86
Weighted average shares outstanding:
Basic		27,988			29,323			27,765			29,659
Diluted		29,166			30,452			29,060			30,846
Operating Data:
Stores Open at the Beginning of the Period		811			720			786			698
New Stores		26			20			51			45
Closed Stores		(2	)		(1	)		(2	)		(4	)
Stores Open at the End of the Period		835			739			835			739
Gross Store Square Footage		1,623,000			1,410,000			1,623,000			1,410,000
Merchandise Inventories per Square Foot	$	80		$	82		$	80		$	82
Supplemental Financial Information
Depreciation and amortization	$	8,616		$	7,510		$	17,021		$	14,704
Interest income, net	$	349		$	648		$	586		$	1,742
Stock-based compensation	$	4,913		$	2,960		$	9,424		$	5,638

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	August 2, 2008		Febrauary 2, 2008		August 4, 2007
Current Assets
Cash and cash equivalents	$	43,775	$	33,313	$	34,023
Accounts receivable		16,680		12,640		17,700
Merchandise inventories		129,099		119,523		115,677
Prepaid income taxes		22,495		-		18,412
Prepaid expenses and deferred taxes		25,244		23,748		23,406
Total current assets		237,293		189,224		209,218
Property and Equipment, net		200,730		185,357		177,983
Lease Rights, Deferred Taxes and Other Assets		19,578		22,603		14,715
Total Assets	$	457,601	$	397,184	$	401,916
Current Liabilities
Accounts payable	$	53,876	$	52,915	$	57,391
Accrued liabilities		73,882		70,282		72,385
Income tax payable		-		7,989		-
Total current liabilities		127,758		131,186		129,776
Long Term Liabilities
Deferred rent and other liabilities		65,491		57,703		60,185
Stockholders' Equity		264,352		208,295		211,955
Total Liabilities and Stockholders' Equity	$	457,601	$	397,184	$	401,916