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 19, 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 August 19, 2009, The Gymboree Corporation issued an earnings release announcing its financial results for the second fiscal quarter ended August 1, 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 August 19, 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:  August 19, 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 August 19, 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 Second Quarter 2009 Results

San Francisco, Calif., August 19, 2009 –The Gymboree Corporation (NASDAQ: GYMB) today reported earnings of $12.2 million or $0.41 per diluted share for the second fiscal quarter ended August 1, 2009.  This compares to earnings of $8.0 million or $0.27 per diluted share for the same period of the prior year.  Current year results reflect a benefit of $0.05 per diluted share due to a lower than anticipated tax rate for the quarter.    

Net sales from retail operations for the fiscal quarter ended August 1, 2009, totaled $212.3 million, a 5% increase from the $202.8 million in net sales from retail operations for the second fiscal quarter of the prior year.  As previously reported, comparable store sales from retail operations for the second fiscal quarter decreased 1% versus the same period last year.  Total net sales for the second fiscalquarter were $215.4 million, an increase of 5% compared to total net sales of $205.7 million for the second fiscal quarter last year.

Business Outlook

For the third fiscal quarter of 2009, the Company expects a low-single digit decrease in comparable store sales versus the same period of the prior year.  The Company expects earnings for the third fiscal quarter in the range of $0.95 to $1.03 per diluted share.

Management Presentation

The live broadcast of the discussion of second quarter 2009 earnings results will be available to interested parties at 1:30 p.m. PT (4:30 p.m. ET) on Wednesday, August 19, 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, August 26, 2009, at 800-642-1687, passcode 85034602, 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 August 1, 2009, the Company operated a total of 926 retail stores: 624 Gymboree® stores (591 in the United States, 31 in Canada and 2 in Puerto Rico), 135 Gymboree Outlet stores, 120 Janie and Jack® shops and 47 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 616 franchised and Company-operated Gymboree Play & Music® centers in the United States and 30 other countries.

Forward-Looking Statements

The foregoing financial information for the second fiscal quarter ended August 1, 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 August 19, 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			26 Weeks Ended			26 Weeks Ended
	August 1,			August 2,			August 1,			August 2,
	2009			2008			2009			2008
Net sales:
Retail	$	212,262		$	202,818		$	440,241		$	441,735
Play & Music		3,132			2,930			6,028			6,118
Total net sales		215,394			205,748			446,269			447,853
Cost of goods sold, including
buying and occupancy expenses		(122,166	)		(111,806	)		(243,512	)		(230,493	)
Gross profit		93,228			93,942			202,757			217,360
Selling, general and administrative expenses		(75,809	)		(81,067	)		(149,154	)		(162,892	)
Operating income		17,419			12,875			53,603			54,468
Other income		201			417			509			698
Income  before income taxes		17,620			13,292			54,112			55,166
Income tax expense		(5,459	)		(5,281	)		(20,143	)		(22,117	)
Net income	$	12,161		$	8,011		$	33,969		$	33,049
Net income per share:
Basic	$	0.42		$	0.29		$	1.19		$	1.19
Diluted	$	0.41		$	0.27		$	1.15		$	1.14
Weighted average shares outstanding:
Basic		28,654			27,988			28,551			27,765
Diluted		29,854			29,166			29,655			29,060
Operating Data:
Stores Open at the Beginning of the Period		901			811			886			786
New Stores		25			26			40			51
Closed Stores		-			(2	)		-			(2	)
Stores Open at the End of the Period		926			835			926			835
Gross Store Square Footage		1,818,000			1,623,000			1,818,000			1,623,000
Merchandise Inventories per Square Foot	$	71		$	80		$	71		$	80
Supplemental Financial Information:
Depreciation and amortization	$	9,195		$	8,616		$	18,177		$	17,021
Interest income, net	$	174		$	349		$	421		$	586
Stock-based compensation	$	4,478		$	4,913		$	8,351		$	9,424

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	August 1,		January 31,		August 2,
	2009		2009		2008
Current Assets
Cash and cash equivalents	$	164,745	$	140,472	$	43,775
Accounts receivable		16,553		18,735		16,680
Merchandise inventories		129,293		114,972		129,099
Prepaid income taxes		12,487		-		22,495
Prepaid expenses and deferred taxes		28,517		19,704		25,244
Total current assets		351,595		293,883		237,293
Property and Equipment, net		209,961		204,227		200,730
Deferred Taxes and Other Assets		20,818		22,471		19,578
Total Assets	$	582,374	$	520,581	$	457,601
Current Liabilities
Accounts payable	$	55,650	$	44,400	$	53,876
Accrued liabilities		70,528		69,443		73,882
Total current liabilities		126,178		113,843		127,758
Long Term Liabilities
Deferred liabilities		76,504		72,463		65,491
Stockholders' Equity		379,692		334,275		264,352
Total Liabilities and Stockholders' Equity	$	582,374	$	520,581	$	457,601