UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 10-Q

 

ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  FOR THE QUARTERLY PERIOD ENDED OCTOBER 2, 2004
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file numbers:

 

001-31829 and 333-22155

 

 

CARTER’S, INC.
THE WILLIAM CARTER COMPANY
(Exact names of registrants as specified in their charters)

 

Delaware		13-3912933
Massachusetts		04-1156680
(States or other jurisdictions of		(I.R.S. Employer Identification Nos.)
Incorporation or Organization)

 

The Proscenium
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia  30309
(Address of principal executive offices, including zip code)

 

(404) 745-2700
(Registrant’s telephone number, including area code)

 

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

 

The common equity of Carter’s, Inc. was not publicly traded as of the end of the second fiscal quarter of our most recently completed fiscal year.  Accordingly, Carter’s, Inc. does not meet the definition of an accelerated filer under Rule 12b-2 of the Securities Exchange Act of 1934.

 

Applicable only to corporate issuers:

 

Carter’s, Inc. has one class of common stock.  There were 28,421,417 shares of Carter’s, Inc.’s common stock, par value of $0.01 per share, outstanding as of the close of business on November 12, 2004.

 

This Form 10-Q is a combined quarterly report being filed separately by two registrants:  Carter’s, Inc. and The William Carter Company, the wholly-owned operating subsidiary of Carter’s, Inc.  Unless the context indicates otherwise, any reference in this report to “TWCC” refers to The William Carter Company. “Carter’s,” “we,” “us,” and “our” refer to Carter’s, Inc. together with TWCC.

 

The William Carter Company meets the conditions set forth in general instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

 

 

CARTER’S, INC.

AND THE WILLIAM CARTER COMPANY

INDEX

 

Part I.	Financial Information
	Item 1.	Financial Statements
		Unaudited Condensed Consolidated Balance Sheets as of October 2, 2004 and January 3, 2004
		Unaudited Condensed Consolidated Statements of Income for the three and nine-month periods ended October 2, 2004 and October 4, 2003
		Unaudited Condensed Consolidated Statements of Cash Flows for the nine-month periods ended October 2, 2004 and October 4, 2003
		Notes to the Unaudited Condensed Consolidated Financial Statements
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk
	Item 4.	Controls and Procedures
Part II.	Other Information
	Item 1.	Legal Proceedings
	Item 2.	Change in Securities
	Item 3.	Defaults upon Senior Securities
	Item 4.	Submission of Matters to a Vote of Security Holders
	Item 5.	Other Information
	Item 6.	Exhibits and Reports on Form 8-K
Signatures
Certifications

 

2

PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CARTER’S, INC.
AND THE WILLIAM CARTER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except for share data)
(unaudited)

 

		October 2, 2004				January 3, 2004
ASSETS
Current assets:
Cash and cash equivalents		$	12,004			$		36,061
Accounts receivable, net		103,108				65,318
Inventories, net		148,414				104,760
Prepaid expenses and other current assets		2,680				6,575
Assets held for sale		864				50
Deferred income taxes		10,692				9,045
Total current assets		277,762				221,809
Property, plant, and equipment, net		51,177				50,502
Tradename		220,233				220,233
Cost in excess of fair value of net assets acquired		139,282				139,282
Licensing agreements, net of accumulated amortization of $15,000 and $11,875		—				3,125
Deferred debt issuance costs, net		6,486				7,666
Other assets		2,881				3,485
Total assets		$	697,821			$	646,102
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt		$		927		$	3,336
Accounts payable		42,371				30,436
Other current liabilities		37,274				37,405
Total current liabilities		80,572				71,177
Long-term debt		213,788				209,377
Deferred income taxes		82,078				83,196
Other long-term liabilities		9,816				9,816
Total liabilities		386,254				373,566
Commitments and contingencies
Stockholders’ equity:
Carter’s, Inc., preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at October 2, 2004 and January 3, 2004		—				—
Carter’s, Inc., common stock, voting; par value $.01 per share; 40,000,000 shares authorized; 28,331,337 shares issued and outstanding at October 2, 2004 and 27,985,360 shares issued and outstanding at January 3, 2004 (TWCC’s common stock, voting; par value $.01 per share; 200,000 shares authorized; 1,000 shares issued and outstanding at October 2, 2004 and January 3, 2004)		283				280
Additional paid-in capital		246,166				241,780
Retained earnings		65,118				30,476
Total stockholders’ equity		311,567				272,536
Total liabilities and stockholders’ equity		$		697,821		$