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

May 20, 2009

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 May 20, 2009, The Gymboree Corporation issued an earnings release announcing its financial results for the first fiscal quarter ended May 2, 2009.  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 May 20, 2009.

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:  May 20, 2009	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 May 20, 2009.

EX-99.1

EXHIBIT 99.1

Investor Relations contact:

Jeffrey P. Harris

Tel: 415-278-7933

investor_relations@gymboree.com

Media Relations contact:

Mark Mizicko

Tel : 415-278-7503

media_relations@gymboree.com

The Gymboree Corporation Reports First Quarter 2009 Results

San Francisco, Calif., May 20, 2009 –The Gymboree Corporation (NASDAQ: GYMB) today reported earnings of $21.8 million or $0.74 per diluted share for the first fiscal quarter ended May 2, 2009.  This compares to earnings of $25.0 million or $0.86 per diluted share for the same period of the prior year.

“Our proactive efforts to reduce our product costs and operating expenses paid big dividends this quarter,” said Matthew McCauley, Chairman and Chief Executive Officer.  “Despite the challenging retail environment, we were able to minimize the downward pressure on gross margins while leveraging SG&A by 200 basis points on negative comparable store sales.  Looking ahead, we do not anticipate the macro-environment to improve significantly in the near term, and will continue to focus on our ongoing strategies of acquiring new customers, expanding our store base and controlling expenses.”

Net sales from retail operations for the fiscal quarter ended May 2, 2009, totaled $228.0 million, a 5% decrease from the $238.9 million in net sales from retail operations for the first fiscal quarter of the prior year.  As previously reported, comparable store sales from retail operations for the first fiscal quarter decreased 10% versus the same period last year.  Total net sales for the first fiscalquarter were $230.9 million, a decrease of 5% compared to total net sales of $242.1 million for the first fiscal quarter last year.

Business Outlook

For the second fiscal quarter of 2009, the Company expects a mid to high-single digit decrease in comparable store sales versus the same period of the prior year.  The Company expects earnings for the second fiscal quarter in the range of $0.09 to $0.14 per diluted share.

Management Presentation

The live broadcast of the discussion of first quarter 2009 earnings results will be available to interested parties at 1:30 p.m. PT (4:30 p.m. ET) on Wednesday, May 20, 2009.  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, May 27, 2009, at 800-642-1687, passcode 85033749, 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 May 2, 2009, the Company operated a total of 901 retail stores: 619 Gymboree® stores (587 in the United States, 30 in Canada and 2 in Puerto Rico), 126 Gymboree Outlet stores, 118 Janie and Jack® shops and 38 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 606 franchised and Company-operated Gymboree Play & Music® centers in the United States and 29 other countries.

Forward-Looking Statements

The foregoing financial information for the first fiscal quarter ended May 2, 2009, is unaudited and subject to quarter-end and year-end adjustment.  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 vary materially as a result of a number of factors, including increasing levels of unemployment and consumer debt, extreme volatility in the financial markets, current recessionary economic conditions, 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, 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 January 31, 2009. These forward-looking statements reflect The Gymboree Corporation’s expectations as of May 20, 2009.  The Gymboree Corporation undertakes no obligation to update the information provided herein.

Gymboree, Janie and Jack, Crazy 8 and Gymboree Play & Music 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			13 Weeks Ended
	May 2,			May 3,
	2009			2008
Net sales:
Retail	$	227,980		$	238,917
Play & Music		2,895			3,187
Total net sales		230,875			242,104
Cost of goods sold, including
buying and occupancy expenses		(121,346	)		(118,686	)
Gross profit		109,529			123,418
Selling, general and administrative expenses		(73,345	)		(81,825	)
Operating income		36,184			41,593
Other income		307			280
Income before income taxes		36,491			41,873
Income tax expense		(14,684	)		(16,836	)
Net income	$	21,807		$	25,037
Net income per share:
Basic	$	0.77		$	0.91
Diluted	$	0.74		$	0.86
Weighted average shares outstanding:
Basic		28,447			27,543
Diluted		29,455			28,953
Operating Data:
Stores Open at the Beginning of the Period		886			786
New Stores		15			25
Stores Open at the End of the Period		901			811
Gross Store Square Footage		1,763,000			1,570,000
Merchandise Inventories per Square Foot	$	57		$	61
Supplemental Financial Information:
Depreciation and amortization	$	8,983		$	8,405
Interest income, net	$	247		$	237
Stock-based compensation	$	3,874		$	4,510

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	May 2,		January 31,		May 3,
	2009		2009		2008
Current Assets
Cash and cash equivalents	$	150,190	$	140,472	$	58,052
Accounts receivable		24,624		18,735		22,840
Merchandise inventories		100,242		114,972		95,557
Prepaid expenses and deferred taxes		26,868		19,704		24,321
Total current assets		301,924		293,883		200,770
Property and Equipment, net		204,628		204,227		191,669
Deferred Taxes and Other Assets		21,695		22,471		22,189
Total Assets	$	528,247	$	520,581	$	414,628
Current Liabilities
Accounts payable	$	28,252	$	44,400	$	30,286
Accrued liabilities		56,632		69,341		66,587
Income tax payable		8,063		102		8,273
Total current liabilities		92,947		113,843		105,146
Long-Term Liabilities
Deferred liabilities		75,683		72,463		66,615
Stockholders' Equity		359,617		334,275		242,867
Total Liabilities and Stockholders' Equity	$	528,247	$	520,581	$	414,628