-----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, Ej+aUCBjWCdjq17no6IZlg7vxYJC9rlQwhudAdjU3saxs17nTDrRGMPEzE7JwW1y NkQ/15ibkMc+C923SsUYAg== 0001275287-06-006092.txt : 20061115 0001275287-06-006092.hdr.sgml : 20061115 20061115161513 ACCESSION NUMBER: 0001275287-06-006092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061115 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061115 DATE AS OF CHANGE: 20061115 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: 061220145 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 gc7974.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 Date of Report (Date of earliest event reported) November 15, 2006 THE GYMBOREE CORPORATION -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-21250 94-2615258 ---------------------------- ----------- ------------------- (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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 15, 2006, The Gymboree Corporation issued an earning release announcing its financial results for the third fiscal quarter ended October 28, 2006. 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. 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. (d) EXHIBITS. Exhibit No. Description ----------- ----------------------------------------------------- 99.1 Earnings release of The Gymboree Corporation issued November 15, 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: November 15, 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 Earnings release of The Gymboree Corporation issued November 15, 2006. EX-99.1 2 gc7974ex991.txt EXHIBIT 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 THIRD QUARTER 2006 RESULTS San Francisco, Calif., November 15, 2006 - The Gymboree Corporation (NASDAQ: GYMB) today reported earnings for the third fiscal quarter ended October 28, 2006, of $17.4 million, or $0.53 per diluted share, including incremental pre-tax charges of approximately $10.2 million ($0.19 per diluted share) relating to the previously announced closure of the Janeville division. Results also include $1.7 million of stock-based compensation expense ($0.03 per diluted share) resulting from the adoption of FAS Statement 123R in fiscal 2006. Excluding Janeville closure costs, earnings for the third fiscal quarter were $23.6 million, or $0.72 per diluted share. This compares to earnings from continuing operations of $11.1 million, or $0.35 per diluted share, for the same period of the prior year. Net sales from retail operations for the third quarter ended October 28, 2006, totaled $212.9 million, a 22% increase over the $174.5 million in net sales from retail operations for the third fiscal quarter of the prior year. As previously reported, comparable store sales from retail operations for the third fiscal quarter increased 16% over the same period last year. Total net sales for the third fiscal quarter were $215.6 million, an increase of 22% compared to total net sales of $177.1 million for the third fiscal quarter last year. "Results for the third quarter exceeded our expectations due to great product, strong marketing and reduced product costs," said Matthew McCauley, Chairman and Chief Executive Officer. "I am pleased with the third quarter results, and continue to see additional sourcing, marketing and merchandising opportunities ahead of us." BUSINESS OUTLOOK For the fourth fiscal quarter, the Company expects a low single-digit comparable store sales increase over the prior year. The Company now expects fourth fiscal quarter earnings to be in the range of $0.62 to $0.64 per diluted share before the incremental costs associated with the closure of the Janeville division. Including the Janeville-related pre-tax charges of approximately $4 million ($0.07 per diluted share), quarterly earnings are expected to be in the range of $0.55 to $0.57 per diluted share. These figures also include the impact of stock-based compensation ($0.04 per diluted share) arising from the adoption of FAS Statement 123R. For the full fiscal year 2006, the Company now expects earnings per diluted share to be in the range of $1.89 to $1.91, before the impact of the Janeville closure, but including stock-based compensation expense of $0.15. Including the impact of the Janeville closure, earnings per diluted share for the full year are expected to be in the range of $1.63 to $1.65. This change represents an increase of $0.07 over the prior earnings guidance, excluding the impact of the Janeville closure. MANAGEMENT PRESENTATION The live broadcast of the discussion of the third quarter 2006 financial results will be available to interested parties at 1:30 p.m. PT (4:30 p.m. ET) on Wednesday, November 15, 2006. 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, November 22, 2006, at 800-642-1687, passcode 5524624, 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 October 28, 2006, the Company operated a total of 709 stores: 577 Gymboree(R) retail stores (549 in the United States and 28 in Canada), 37 Gymboree Outlet stores, 78 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 550 franchised and company-operated centers in the United States and 27 other countries. FORWARD-LOOKING STATEMENTS The foregoing financial results for the third fiscal quarter ended October 28, 2006, as well as the expected financial effects of the closure of Janeville operations, 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. 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 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 28, 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. ### THE GYMBOREE CORPORATION ------------------------ CONDENSED CONSOLIDATED STATEMENTS OF INCOME ------------------------------------------- (In thousands, except per share and operating data) (Unaudited)
13 WEEKS ENDED 39 WEEKS ENDED ------------------------------ ------------------------------ OCT 28, OCT 29, OCT 28, OCT 29, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ Net sales: Retail $ 212,922 $ 174,507 $ 552,098 $ 464,582 Play & Music 2,708 2,576 7,956 7,505 ------------ ------------ ------------ ------------ Total net sales 215,630 177,083 560,054 472,087 Cost of goods sold, including buying and occupancy expenses (110,013)(a) (95,779) (298,425)(a) (278,918) ------------ ------------ ------------ ------------ Gross profit 105,617 81,304 261,629 193,169 Selling, general and administrative expenses (77,221)(b) (60,956) (207,173)(b) (170,879) ------------ ------------ ------------ ------------ Operating income 28,396 20,348 54,456 22,290 Other income 1,083 488 4,142 989 ------------ ------------ ------------ ------------ Income before income taxes 29,479 20,836 58,598 23,279 Income tax expense (12,062) (9,725) (22,754) (10,600) ------------ ------------ ------------ ------------ Income from continuing operations 17,417 11,111 35,844 12,679 Income from discontinued operations, net of tax - 46 - 653 ------------ ------------ ------------ ------------ Net income $ 17,417(c) $ 11,157 $ 35,844(c) $ 13,332 ============ ============ ============ ============ Basic per share amounts: Income from continuing operations $ 0.56 $ 0.36 $ 1.13 $ 0.41 Income from discontinued operations, net of tax - - - 0.02 ------------ ------------ ------------ ------------ Net income $ 0.56 $ 0.36 $ 1.13 $ 0.43 ============ ============ ============ ============ Diluted per share amounts: Income from continuing operations $ 0.53 $ 0.35 $ 1.08 $ 0.40 Income from discontinued operations, net of tax - - - 0.02 ------------ ------------ ------------ ------------ Net income $ 0.53 $ 0.35 $ 1.08 $ 0.42 ============ ============ ============ ============ Weighted average shares outstanding: Basic 31,332 31,370 31,798 31,263 Diluted 32,735 32,051 33,206 31,767 OPERATING DATA: Stores Open at the Beginning of the Period 684 646 659 648 New Stores 26 19 51 26 Closed Stores (1) (2) (1) (11) ------------ ------------ ------------ ------------ Stores Open at the End of the Period 709 663 709 663 ============ ============ ============ ============ Gross Store Square Footage 1,352,000 1,248,000 1,352,000 1,248,000 Merchandise Inventories per Store $ 148,000 $ 152,000 $ 148,000 $ 152,000
(a) Includes approximately $3.1 million in pre-tax charges related to the closure of the Janeville division. (b) Includes approximately $7.1 million in pre-tax charges related to the closure of the Janeville division. (c) Includes approximately $6.2 million in after-tax charges, or $0.19 per diluted share, related to the closure of the Janeville division. CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- (In thousands) (Unaudited)
OCT 28, JANUARY 28, OCT 29, 2006 2006 2005 ------------ ------------ ------------ CURRENT ASSETS Cash and cash equivalents $ 25,549 $ 32,037 $ 34,132 Marketable securities 97,600 115,000 58,275 Accounts receivable 14,243 12,027 12,095 Merchandise inventories 104,694 100,474 100,814 Prepaid income taxes 11,471 5,285 8,615 Prepaid expenses and deferred taxes 6,970 7,225 5,700 Current assets of discontinued operations - 479 514 ------------ ------------ ------------ Total current assets 260,527 272,527 220,145 ------------ ------------ ------------ Property and Equipment, net 145,533 146,055 148,492 Lease Rights, Deferred Taxes and Other Assets 4,748 6,196 4,969 ------------ ------------ ------------ Total Assets $ 410,808 $ 424,778 $ 373,606 ============ ============ ============ CURRENT LIABILITIES Accounts payable $ 54,251 $ 45,186 $ 45,404 Accrued liabilities 65,360 55,303 44,990 Current liabilities of discontinued operations - 732 956 ------------ ------------ ------------ Total current liabilities 119,611 101,221 91,350 ------------ ------------ ------------ LONG TERM LIABILITIES Deferred rent and other liabilities 46,654 48,480 47,599 Stockholders' Equity 244,543 275,077 234,657 ------------ ------------ ------------ Total Liabilities and Stockholders' Equity $ 410,808 $ 424,778 $ 373,606 ============ ============ ============
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