UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 5, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number: |
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THE WILLIAM CARTER COMPANY
(Exact name of registrant as specified in charter)
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Massachusetts |
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04-1156680 |
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(State or other jurisdiction of |
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(IRS Employer Identification No.) |
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The Proscenium |
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(Address of principal executive offices, including zip code) |
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(404) 745-2700 |
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(Registrant’s telephone number, including area code) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
Applicable only to corporate issuers:
As of August 19, 2003, there were 1,000 shares of Common Stock outstanding.
FORM 10-Q
THE WILLIAM CARTER COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
INDEX
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Part I. |
Financial Information |
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Item 1. |
Financial Statements |
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Condensed Consolidated Balance Sheets as of July 5, 2003 (unaudited) and December 28, 2002 |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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THE WILLIAM CARTER COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
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July 5, |
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December
28, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
4,959 |
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$ |
35,562 |
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Accounts receivable, net |
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59,904 |
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53,600 |
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Inventories, net |
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132,910 |
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105,700 |
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Prepaid expenses and other current assets |
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5,065 |
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4,903 |
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Deferred income taxes |
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11,096 |
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10,021 |
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Total current assets |
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213,934 |
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209,786 |
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Property, plant, and equipment, net |
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49,952 |
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50,476 |
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Tradename |
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220,233 |
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220,233 |
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Cost in excess of fair value of net assets acquired |
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139,282 |
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139,282 |
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Licensing agreements, net of accumulated amortization of $9,375 and $6,875 |
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5,625 |
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8,125 |
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Deferred debt issuance costs, net |
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10,433 |
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11,248 |
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Other assets |
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3,659 |
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4,199 |
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Total assets |
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$ |
643,118 |
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$ |
643,349 |
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LIABILITIES AND STOCKHOLDER’S EQUITY |
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Current liabilities: |
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Current maturities of long-term debt |
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$ |
1,201 |
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$ |
6,346 |
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Accounts payable |
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34,253 |
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34,669 |
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Other current liabilities |
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36,161 |
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38,309 |
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Total current liabilities |
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71,615 |
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79,324 |
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Long-term debt |
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290,742 |
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291,276 |
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Deferred income taxes |
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82,926 |
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83,873 |
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Other long-term liabilities |
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10,001 |
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10,140 |
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Total liabilities |
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455,284 |
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464,613 |
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Commitments and contingencies |
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Common stockholder’s equity: |
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Common stock, voting; par value $.01 per share; 200,000 shares authorized, 1,000 shares issued and outstanding at July 5, 2003 and December 28, 2002 |
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— |
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— |
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Additional paid-in capital |
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146,745 |
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146,645 |
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Retained earnings |
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41,089 |
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32,091 |
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Total common stockholder’s equity |
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187,834 |
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178,736 |
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Total liabilities and stockholder’s equity |
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$ |
643,118 |
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$ |
643,349 |
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See accompanying notes to the unaudited condensed consolidated financial statements
3
THE WILLIAM CARTER COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands)
(unaudited)
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For the |
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For the |
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July 5, |
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June 29, |
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July 5, |
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June 29, |
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Net sales |
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$ |
140,008 |
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$ |
119,095 |
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$ |
306,001 |
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$ |
243,690 |
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Cost of goods sold |
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90,153 |
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73,363 |
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195,542 |
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150,069 |
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Gross profit |
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49,855 |
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45,732 |
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110,459 |
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93,621 |
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Selling, general, and administrative expenses |
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41,843 |
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39,642 |
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86,764 |
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78,913 |
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Royalty income |
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(1,903 |
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(1,814 |
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(4,457 |
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(3,775 |
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Operating income |
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9,915 |
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7,904 |
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28,152 |
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18,483 |
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Interest expense, net |
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6,519 |
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7,081 |
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13,521 |
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13,970 |
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