-----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, TMr8PY4YGi/FolUzPJJSIVc/LnVWMjj6kConQg5oqcVaVmWmIQAIliO2slFA78Zd iygZXR9Xb4MQ7VJM0+ZU8A== 0001275287-05-003299.txt : 20050818 0001275287-05-003299.hdr.sgml : 20050818 20050818160552 ACCESSION NUMBER: 0001275287-05-003299 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050818 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 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: 051036040 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 gc3454.txt ================================================================================ 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) August 18, 2005 The Gymboree Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-21250 942615258 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File 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 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 August 18, 2005, The Gymboree Corporation issued an earnings release announcing its financial results for the second fiscal quarter ended July 30, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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. The information furnished in this Current Report on Form 8-K, including the exhibit attached hereto, 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Earnings release of The Gymboree Corporation issued August 18, 2005. 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: August 18, 2005 By: /s/ BLAIR W. LAMBERT --------------------------- Blair W. Lambert Chief Operating Officer and Chief Financial Officer 3 EXHIBIT INDEX 99.1 Earnings release of The Gymboree Corporation issued August 18, 2005. 4 EX-99.1 2 gc3454ex991.txt Exhibit 99.1 THE GYMBOREE CORPORATION REPORTS SECOND QUARTER 2005 RESULTS SAN FRANCISCO, Aug. 18 /PRNewswire-FirstCall/ -- The Gymboree Corporation (Nasdaq: GYMB) today reported a loss from continuing operations of $3.7 million or $0.12 per diluted share for the second fiscal quarter ended July 30, 2005, compared to a loss from continuing operations of $3.6 million or $0.12 per diluted share for the same period last year. Net sales from retail operations for the second fiscal quarter ended July 30, 2005, totaled $129.3 million, a 14% increase over the $113.5 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 increased 9% over the same period last year. Total net sales for the second fiscal quarter were $132.0 million, an increase of 14% compared to total net sales of $116.0 million for the second fiscal quarter last year. Business Outlook For the third fiscal quarter, the Company expects comparable store sales to be flat to slightly positive to the prior year. The Company expects third and fourth fiscal quarter net income from continuing operations in the range of $0.20 to $0.22 and $0.30 to $0.33 per diluted share, respectively. For the full fiscal year 2005, the Company now expects net income from continuing operations to be in the range of $0.55 to $0.60 per diluted share. Management Presentation The live broadcast of the discussion of second fiscal quarter 2005 earnings results will be available to interested parties at 1:30 p.m. PT (4:30 p.m. ET) on Thursday, August 18, 2005. 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 25, 2005, at 800-642-1687, passcode 8462766, as well as archived on our Website at the same location as the live Webcast. About The Gymboree Corporation The Gymboree Corporation's specialty retail brands offer unique, high- quality products delivered with personalized customer service. As of July 30, 2005, the Company operated a total of 646 stores: 570 Gymboree(R) retail stores (542 in the United States and 28 in Canada), 60 Janie and Jack(R) retail shops and 16 Janeville(R) stores in the United States. The Company also operates online stores at www.gymboree.com and www.janieandjack.com, and offers directed parent-child developmental play programs at 518 franchised and company-operated centers in the United States and 23 other countries. Forward-Looking Statements The foregoing financial information for the fiscal quarter-ended July 30, 2005, 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 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, unanticipated costs actually incurred in connection with the wind down of our UK and Ireland operations, our gross margin achievement, our ability to appropriately manage inventory, general economic conditions, effects of future embargoes 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 29, 2005. These forward-looking statements reflect The Gymboree Corporation's expectations as of August 18, 2005. The Gymboree Corporation undertakes no obligation to update the information provided herein. NOTE: Gymboree, Janie and Jack and Janeville are registered trademarks of The Gymboree Corporation. THE GYMBOREE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share and store data) (Unaudited)
13 Weeks Ended 26 Weeks Ended ----------------------- ----------------------- July 30, July 31, July 30, July 31, 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Net sales: Retail $ 129,296 $ 113,475 $ 290,075 $ 257,923 Play & Music 2,742 2,509 4,928 5,176 Total net sales 132,038 115,984 295,003 263,099 Cost of goods sold, including buying and occupancy expenses (84,803) (74,756) (183,138) (159,513) Gross profit 47,235 41,228 111,865 103,586 Selling, general and administrative expenses (53,302) (47,075) (109,923) (97,678) Operating income (loss) (6,067) (5,847) 1,942 5,908 Other income 294 145 501 382 Income (loss) before income taxes and cumulative effect of change in accounting principle (5,773) (5,702) 2,443 6,290 Income tax benefit (expense) 2,062 2,081 (874) (2,296) Income (loss) from continuing operations (3,711) (3,621) 1,569 3,994 Income (loss) from discontinued operations, net of tax 368 (328) 607 62 Income (loss) before cumulative effect of change in accounting principle (3,343) (3,949) 2,176 4,056 Cumulative effect of change in accounting principle, net of tax -- -- -- 1,228 Net income (loss) $ (3,343) $ (3,949) $ 2,176 $ 5,284 Basic per share amounts: Income (loss) from continuing operations $ (0.12) $ (0.12) $ 0.05 $ 0.13 Income (loss) from discontinued operations, net of tax 0.01 (0.01) 0.02 -- Cumulative effect of change in accounting principle, net of tax -- -- -- 0.04 Net income (loss) $ (0.11) $ (0.13) $ 0.07 $ 0.17 Diluted per share amounts: Income (loss) from continuing operations $ (0.12) $ (0.12) $ 0.05 $ 0.13 Income (loss) from discontinued operations, net of tax 0.01 (0.01) 0.02 -- Cumulative effect of change in accounting principle, net of tax -- -- -- 0.04 Net income (loss) $ (0.11) $ (0.13) $ 0.07 $ 0.17 Weighted average shares outstanding: Basic 31,254 30,693 31,210 30,584 Diluted 31,254 30,693 31,607 31,374 Number of stores at end of period 646 624 * 646 624 *
* Does not include discontinued operations. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) July 30, January 29, July 31, 2005 2005 2004 ------------ ------------ ------------ Current Assets Cash and cash equivalents $ 34,953 $ 30,599 $ 18,495 Marketable securities 38,843 30,000 58,000 Accounts receivable 13,190 16,547 15,870 Merchandise inventories 87,315 97,237 74,931 Income tax receivable 7,764 3,554 -- Prepaid expenses and deferred taxes 6,105 6,789 2,845 Current assets of discontinued operations 1,107 1,794 9,051 Total current assets 189,277 186,520 179,192 Property and Equipment, net 147,051 150,746 129,898 Lease Rights, Deferred Taxes and Other Assets 13,577 14,433 13,223 Total Assets $ 349,905 $ 351,699 $ 322,313 Current Liabilities Accounts payable $ 38,381 $ 39,241 $ 32,845 Accrued liabilities 37,742 41,803 37,295 Current liabilities of discontinued operations 1,732 7,144 4,513 Total current liabilities 77,855 88,188 74,653 Long Term Liabilities Deferred rent and other liabilities 49,868 46,105 36,380 Stockholders' Equity 222,182 217,406 211,280 Total Liabilities and Stockholders' Equity $ 349,905 $ 351,699 $ 322,313 -----END PRIVACY-ENHANCED MESSAGE-----