-----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, JwDWaewC2es224Ek4c6yz6futM+WMWB/W2/FPCbsxEIaIZzggmWG9qo+BrpU2rsj zyWlO433pag2PkJqa1lQAQ== 0001275287-06-005057.txt : 20061005 0001275287-06-005057.hdr.sgml : 20061005 20061005080027 ACCESSION NUMBER: 0001275287-06-005057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061004 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061005 DATE AS OF CHANGE: 20061005 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: 0128 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21250 FILM NUMBER: 061129829 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 gc7418.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 October 4, 2006 Date of Report (Date of earliest event reported) THE GYMBOREE CORPORATION -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-21250 942615258 ---------------------------- ----------- ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File No.) 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 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. On October 4, 2006, the Board of Directors of The Gymboree Corporation authorized the Company to proceed with the closure of the Company's Janeville division. The Company determined that it will focus its efforts on, and future investments in, the operations within its core markets. The Janeville division did not achieve the financial operating results the Company expected. The Company expects the closure to be completed by the end of this fiscal year. The Company estimates that it will incur charges and associated costs during the third and fourth fiscal quarters of this year of approximately $14 million, which consists primarily of an estimated $7 million of asset write-offs, $4 million in anticipated lease termination costs, an estimated $300,000 for employee severance, and approximately $1.1 million in costs associated with the cancellation of certain purchase commitments. Of the total costs relating to the closure, the Company estimates future cash expenditures will be approximately $5.6 million. A copy of the press release announcing, among other things, the planned closing of the Company's Janeville business, 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 7.01 REGULATION FD DISCLOSURE. On October 5, 2006, the Company issued a press release announcing, among other things, its intent to close its Janeville division. A copy of such press release is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description ----------- -------------------------------------------------- 99.1 Press release of The Gymboree Corporation issued October 5, 2006. 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: October 5, 2006 By: /s/ BLAIR W. LAMBERT --------------------------- Name: Blair W. Lambert Title: Chief Operating Officer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------------------------------------------------------------- 99.1 Press release of The Gymboree Corporation issued October 5, 2006. EX-99.1 2 gc7418ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 INVESTOR RELATIONS CONTACT: Blair W. Lambert 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 SEPTEMBER SALES ANNOUNCES PLANNED CLOSURE OF JANEVILLE San Francisco, Calif., October 5, 2006 - The Gymboree Corporation (NASDAQ: GYMB) reported net sales from retail operations for the five-week period ended September 30, 2006 of $84.1 million, an increase of 25% compared to net sales from retail operations of $67.3 million for the same five-week period last year. Comparable store sales for the five-week period increased 20% compared to a 10% increase in comparable store sales for the same period last year. The Company continues to expect a low double digit comparable store sales increase for the third fiscal quarter of 2006. The Company also announced the closure of its Janeville division. All 17 store locations are planned to be closed by the end of the current fiscal year. The Company expects to take a third quarter pre-tax charge of approximately $8 million or $0.16 per diluted share due to the closure of the division. In addition, in the fourth quarter, the Company expects to incur approximately $6 million of additional pre-tax charges and reduced gross margin, or $0.11 per diluted share, arising from Janeville's closure. "We are committed to providing sustainable long-term growth for our shareholders," said Matthew McCauley, Chairman and Chief Executive Officer. "The decision to close Janeville allows us to focus our efforts on developing new opportunities that are more in line with our core competencies in the children's category." Excluding the charges and lost gross margin related to the closure of the Janeville division, the Company continues to expect earnings per diluted share for the third fiscal quarter and full year 2006 to be in the range of $0.53 to $0.55 and $1.67 to $1.70, respectively. Including costs associated with the closure of the Janeville division, the Company now anticipates earnings for the third fiscal quarter of 2006 to be in the range of $0.37 to $0.39 per diluted share, reflecting a $0.16 Janeville-related charge. For the full fiscal year, the Company expects earnings in the range of $1.40 to $1.43 per diluted share, including $0.27 of costs and lower gross margin associated with the closure of Janeville. MANAGEMENT PRESENTATIONS For more information about September sales, the closure of Janeville and our plans for the future, please listen to The Gymboree Corporation's monthly sales recording by calling the Company's Investor Relations Hotline at 415-278-7933. The recording will be available Thursday, October 5 at 7:55 a.m. ET through Wednesday, October 11 at 11:59 p.m. PT. ABOUT THE GYMBOREE CORPORATION The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of September 30, 2006, the Company operated a total of 698 stores: 574 Gymboree(R) retail stores (546 in the United States and 28 in Canada), 34 Gymboree Outlet stores, 73 Janie and Jack(R) retail shops and 17 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 545 franchised and company-operated centers in the United States and 26 other countries. FORWARD-LOOKING STATEMENTS The foregoing sales figures for the five-week period ended September 30, 2006, as well as expected charges relating to the closure of the Janeville division, are 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 and costs related to the closing of the Janeville division. 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, unanticipated costs actually incurred in connection with the closure of the Janeville division, 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 January 28, 2006. These forward-looking statements reflect The Gymboree Corporation's expectations as of October 5, 2006. The Gymboree Corporation undertakes no obligation to update the information provided herein. Gymboree, Janie and Jack, and Janeville are registered trademarks of The Gymboree Corporation. ### -----END PRIVACY-ENHANCED MESSAGE-----