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8-K - FORM 8-K - CARTERS INCcri063020128k.htm




 
 
 
Contact:
 
Sean McHugh
 
Vice President,
Investor Relations & Treasury
 
(404) 745-2889


CARTER'S, INC. REPORTS SECOND QUARTER 2012 RESULTS

Net Sales $472 Million, Up 20%
Earnings Per Share $0.35, Up 59%; Adjusted Earnings Per Share $0.37, Up 61%
 
Atlanta, Georgia, July 25, 2012 -- Carter’s, Inc. (NYSE:CRI), the largest branded marketer in the United States of apparel exclusively for babies and young children, today reported its second quarter 2012 results.

“We are very pleased with our second quarter performance which reflects the strength of our product offerings and the success of our multi-channel growth strategies in the United States and international markets,” said Michael D. Casey, Chairman and Chief Executive Officer. “We are forecasting good growth in sales and earnings for the balance of the year supported by new product offerings and lower product costs.”
  
Second Quarter of Fiscal 2012 compared to Second Quarter of Fiscal 2011
Consolidated net sales increased $77.7 million, or 19.7%, to $472.2 million.  Net domestic sales of the Company’s Carter’s brands increased $48.2 million, or 15.3%, to $363.8 million.  Net domestic sales of the Company’s OshKosh B’gosh brand decreased $0.7 million, or 1.0%, to $71.1 million.  Net international sales to customers outside the United States increased $30.2 million to $37.3 million, reflecting a full quarter of sales from the Company's Canadian operations in fiscal 2012.

Operating income in the second quarter of fiscal 2012 was $34.4 million, an increase of $12.4 million, or 56.3%, from $22.0 million in the second quarter of fiscal 2011.  Second quarter fiscal 2012 pre-tax income includes expenses of approximately $1.8 million related to the previously-announced closure of

1



the Company's Hogansville, Georgia distribution center in fiscal 2013 and the revaluation of contingent consideration associated with the June 2011 acquisition of Bonnie Togs, a retailer of children's apparel in Canada. Second quarter fiscal 2011 pre-tax income included approximately $1.2 million of expenses related to the Bonnie Togs acquisition. Excluding the facility closure-related costs and the acquisition-related expenses noted above and detailed at the end of this release, adjusted operating income in the second quarter of fiscal 2012 was $36.2 million, an increase of $13.0 million, or 56.2%, from the second quarter of fiscal 2011.  

Net income increased $8.1 million, or 64.3%, to $20.8 million, or $0.35 per diluted share, compared to $12.7 million, or $0.22 per diluted share, in the second quarter of fiscal 2011.  Excluding the facility closure-related costs and the acquisition-related expenses noted above and detailed at the end of this release, adjusted net income in the second quarter of fiscal 2012 increased $9.0 million, or 66.8%, to $22.4 million, or $0.37 per diluted share. This compares to adjusted net income of $13.4 million, or $0.23 per diluted share, in the second quarter of fiscal 2011.

A reconciliation of income as reported under accounting principles generally accepted in the United States of America (“GAAP”) to adjusted income is provided at the end of this release.

Business Segment Results
As a result of the Bonnie Togs acquisition in June 2011, the Company realigned its reportable segments.  Effective October 1, 2011, the Company's reportable segments include Carter's retail, Carter's wholesale, OshKosh retail, OshKosh wholesale, and international.  Results for previous periods have been recast to conform to the realigned segment presentation.

Carter’s Segments
Carter’s retail segment sales increased $26.3 million, or 18.4%, to $169.3 million. The increase was driven by incremental sales of $16.9 million from new store openings and $9.5 million from eCommerce sales, and a comparable store sales increase of $1.3 million, or 1.0%. This growth was partially offset by a sales decrease of $1.5 million attributed to store closings. In the second quarter of fiscal 2012, the Company opened 16 Carter’s retail stores and closed three.  As of the end of the second quarter, the Company operated 385 Carter’s retail stores in the United States.

Carter’s wholesale segment sales grew $21.9 million or 12.7%, to $194.5 million reflecting strong demand for the Company's Carter's, Child of Mine, and Just One You brands.

2



OshKosh B’gosh Segments
OshKosh retail segment sales increased $1.2 million, or 2.1%, to $58.3 million. The increase reflects incremental sales of $2.5 million from eCommerce sales, a comparable store sales increase of $0.5 million, or 1.0%, and incremental sales of $0.5 million for new store openings. The growth was partially offset by a sales decrease of $2.4 million attributed to store closings.  In the second quarter of fiscal 2012, the Company opened one OshKosh retail store and closed three.  As of the end of the second quarter, the Company operated 166 OshKosh retail stores in the United States.

OshKosh wholesale segment sales decreased $1.9 million, or 13.0%, to $12.8 million, principally due to lower sales to the off-price channel.
 
International Segment
International segment sales increased $30.2 million to $37.3 million, reflecting a full quarter of sales from the Company's Canadian operations in fiscal 2012.  In the second quarter of fiscal 2012, the Company opened four retail stores in Canada.  As of the end of the second quarter, the Company operated 73 retail stores in Canada.

First Half of Fiscal 2012 compared to First Half of Fiscal 2011
Consolidated net sales increased $160.3 million, or 18.6%, to $1.0 billion.  Net domestic sales of the Company’s Carter’s brands increased $95.4 million, or 13.7%, to $790.5 million.  Net domestic sales of the Company’s OshKosh B’gosh brand increased $3.5 million, or 2.4%, to $149.4 million.  Net international sales to customers outside the United States increased $61.4 million to $84.0 million.

Operating income in the first half of fiscal 2012 was $88.2 million, an increase of $12.6 million, or 16.6%, from $75.7 million in the first half of fiscal 2011.  First half fiscal 2012 pre-tax income includes expenses of approximately $3.6 million related to the previously-announced closure of the Company's Hogansville, Georgia distribution center and the revaluation of contingent consideration associated with the acquisition of Bonnie Togs. First half fiscal 2011 pre-tax income included approximately $2.2 million of expenses related to the Bonnie Togs acquisition. Excluding the facility closure-related costs and the acquisition-related expenses noted above and detailed at the end of this release, adjusted operating income in the first half of fiscal 2012 was $91.8 million, an increase of $14.0 million, or 17.9%, from the first half of fiscal 2011.  


3



Net income increased $8.3 million, or 18.5%, to $53.1 million, or $0.89 per diluted share, compared to $44.8 million, or $0.76 per diluted share, in the first half of fiscal 2011.  Excluding the facility closure-related costs and the acquisition-related expenses noted above and detailed at the end of this release, adjusted net income in the first half of fiscal 2012 increased $9.8 million, or 21.3%, to $56.0 million, or $0.94 per diluted share. This compares to adjusted net income of $46.2 million, or $0.79 per diluted share, in the first half of fiscal 2011.

A reconciliation of income as reported under accounting principles generally accepted in the United States of America (“GAAP”) to adjusted income is provided at the end of this release.

Cash flow from operations in the first half of fiscal 2012 was $89.9 million compared to cash flow used in operations of $86.3 million in the first half of fiscal 2011.  The increase was primarily due to favorable net changes in working capital and increased earnings.

Carter’s Segments
Carter’s retail segment sales increased $65.7 million, or 23.4%, to $346.5 million, driven by incremental sales of $34.8 million generated by new store openings and $23.6 million from eCommerce sales, and a comparable store sales increase of $9.7 million, or 3.8%. This growth was partially offset by a sales decrease of $2.5 million attributed to store closings. In the first half of fiscal 2012, the Company opened 32 Carter’s retail stores and closed six.

Carter’s wholesale segment sales increased $29.8 million, or 7.2%, to $444.0 million, reflecting growth in the Company's Child of Mine, Carter's, and Just One You brands, partially offset by lower off-price channel sales.

OshKosh B’gosh Segments
OshKosh retail segment sales increased $5.2 million, or 4.7%, to $116.3 million, driven by incremental sales of $6.0 million generated by eCommerce sales, a comparable store sales increase of $2.8 million, or 2.8%, $1.0 million generated by new store openings, partially offset by a sales decrease of $4.7 million attributed to store closings.  In the first half of fiscal 2012, the Company opened one OshKosh retail store and closed five.

OshKosh wholesale segment sales decreased $1.7 million, or 4.9%, to $33.1 million.


4



International Segment
International segment sales increased $61.4 million to $84.0 million, principally reflecting the contribution of the Company's business in Canada and higher wholesale sales in other countries. In the first half of fiscal 2012, the Company opened eight retail stores in Canada.

2012 Business Outlook
For the third quarter of fiscal 2012, the Company expects net sales to increase in the mid-single digit percentage range over the third quarter of fiscal 2011. The Company expects adjusted diluted earnings per share, excluding expenses totaling approximately $2 million related to the Bonnie Togs acquisition and the previously-announced distribution center closure, or other items the Company believes to be nonrepresentative of underlying business performance, to increase approximately 25% to 30%, compared to adjusted diluted earnings per share of $0.67 in the third quarter of fiscal 2011.

For fiscal 2012, the Company expects net sales will increase approximately 9% to 11% over fiscal 2011. The Company expects adjusted diluted earnings per share, excluding approximately $4 million to $5 million in expenses related to the Bonnie Togs acquisition, $3 million to $4 million in expenses related to the previously-announced distribution center closure, or other items the Company believes to be nonrepresentative of underlying business performance, to increase approximately 20% to 25% compared to adjusted diluted earnings per share of $2.09 in fiscal 2011.


5



Conference Call
The Company will hold a conference call with investors to discuss second quarter fiscal 2012 results and its business outlook on July 25, 2012 at 8:30 a.m. Eastern Time. To participate in the call, please dial 913-312-1383. To listen to a live broadcast of the call on the internet, please log on to www.carters.com and select the “Second Quarter 2012 Earnings Conference Call” link under the “Investor Relations” tab. Presentation materials for the call can be accessed at www.carters.com by selecting the “Conference Calls & Webcasts” link under the “Investor Relations” tab. A replay of the call will be available shortly after the broadcast through August 3, 2012, at 719-457-0820, passcode 5384169. The replay will also be archived on the Company's website.

About Carter's, Inc.
Carter's, Inc. is the largest branded marketer in the United States of apparel and related products exclusively for babies and young children. The Company owns the Carter's and OshKosh B'gosh brands, two of the most recognized brands in the marketplace. These brands are sold in leading department stores, national chains, and specialty retailers domestically and internationally. They are also sold through more than 600 Company-operated stores in the United States and Canada and on-line at www.carters.com and www.oshkoshbgosh.com. The Company's Just One You, Precious Firsts, and Genuine Kids brands are available at Target, and its Child of Mine brand is available at Walmart. Carter's is headquartered in Atlanta, Georgia. Additional information may be found at www.carters.com.

6



Cautionary Language
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to the Company's future performance, including, without limitation, statements with respect to the Company's anticipated financial results for the third quarter of fiscal 2012 and fiscal year 2012, or any other future period, assessment of the Company's performance and financial position, and drivers of the Company's sales and earnings growth. Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. Factors that could cause actual results to materially differ include: the acceptance of the Company's products in the marketplace; changes in consumer preference and fashion trends; seasonal fluctuations in the children's apparel business; negative publicity; the breach of the Company's consumer databases; increased production costs; deflationary pricing pressures and customer acceptance of higher selling prices; a continued decrease in the overall level of consumer spending; the Company's dependence on its foreign supply sources; failure of its foreign supply sources to meet the Company's quality standards or regulatory requirements; the impact of governmental regulations and environmental risks applicable to the Company's business; disruption to our eCommerce business, distribution facilities, or in-sourcing capabilities; the loss of a product sourcing agent; increased competition in the baby and young children's apparel market; the ability of the Company to identify new retail store locations, and negotiate appropriate lease terms for the retail stores; the ability of the Company to adequately forecast demand, which could create significant levels of excess inventory; failure to successfully integrate Bonnie Togs into our existing business and realize growth opportunities and other benefits from the acquisition; failure to achieve sales growth plans, cost savings, and other assumptions that support the carrying value of the Company's intangible assets; and the ability to attract and retain key individuals within the organization. Many of these risks are further described in the most recently filed Quarterly Report on Form 10-Q and other reports filed with the Securities and Exchange Commission under the headings "Risk Factors" and "Forward-Looking Statements." The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.











7




CARTER’S, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except for share data)
(unaudited)

 
 
For the
three-month period ended
 
 
For the six-month period ended
 
 
June 30,
2012
 
July 2,
2011
 
 
June 30,
2012
 
July 2,
2011
Net sales
 
$
472,162

 
$
394,488

 
 
$
1,023,824

 
$
863,488

Cost of goods sold
 
288,919

 
259,445

 
 
645,842

 
570,360

Gross profit
 
183,243

 
135,043

 
 
377,982

 
293,128

Selling, general, and administrative expenses
 
156,290

 
121,290

 
 
305,995

 
235,070

Royalty income
 
(7,474
)
 
(8,269
)
 
 
(16,240
)
 
(17,598
)
Operating income
 
34,427

 
22,022

 
 
88,227

 
75,656

Interest expense, net
 
1,738

 
1,756

 
 
3,695

 
3,606

Foreign currency (gain) loss
 
(207
)
 
(231
)
 
 
99

 
(231
)
Income before income taxes
 
32,896

 
20,497

 
 
84,433

 
72,281

Provision for income taxes
 
12,091

 
7,838

 
 
31,353

 
27,499

Net income
 
$
20,805

 
$
12,659

 
 
$
53,080

 
$
44,782

Basic net income per common share
 
$
0.35

 
$
0.22

 
 
$
0.90

 
$
0.77

Diluted net income per common share
 
$
0.35

 
$
0.22

 
 
$
0.89

 
$
0.76






























8



CARTER’S, INC.
BUSINESS SEGMENT RESULTS
(unaudited)

 
For the three-month periods ended
 
 
For the six-month periods ended
(dollars in thousands)
June 30,
2012
 
% of
Total
 
July 2,
2011
 
% of
Total
 
 
June 30,
2012
 
% of
Total
 
July 2,
2011
 
% of
Total
Net sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carter’s Wholesale
$
194,523

 
41.2
 %
 
$
172,634

 
43.8
 %
 
 
$
444,008

 
43.4
 %
 
$
414,253

 
48.0
 %
Carter’s Retail (a)
169,261

 
35.8
 %
 
142,921

 
36.2
 %
 
 
346,465

 
33.8
 %
 
280,783

 
32.5
 %
Total Carter’s
363,784

 
77.0
 %
 
315,555

 
80.0
 %
 
 
790,473

 
77.2
 %
 
695,036

 
80.5
 %
OshKosh Retail (a)
58,301

 
12.3
 %
 
57,112

 
14.5
 %
 
 
116,289

 
11.4
 %
 
111,106

 
12.9
 %
OshKosh Wholesale
12,789

 
2.7
 %
 
14,700

 
3.7
 %
 
 
33,063

 
3.2
 %
 
34,776

 
4.0
 %
Total OshKosh
71,090

 
15.1
 %
 
71,812

 
18.2
 %
 
 
149,352

 
14.6
 %
 
145,882

 
16.9
 %
International (b)
37,288

 
7.9
 %
 
7,121

 
1.8
 %
 
 
83,999

 
8.2
 %
 
22,570

 
2.6
 %
Total net sales
$
472,162

 
100.0
 %
 
$
394,488

 
100.0
 %
 
 
$
1,023,824

 
100.0
 %
 
$
863,488

 
100.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss):
 
 
% of
segment
net sales
 
 
 
% of
segment
net sales
 
 
 
 
% of
segment
net sales
 
 
 
% of
segment
net sales
Carter’s Wholesale
$
35,945

 
18.5
 %
 
$
20,438

 
11.8
 %
 
 
$
76,216

 
17.2
 %
 
$
57,581

 
13.9
 %
Carter’s Retail (a)
19,951

 
11.8
 %
 
19,392

 
13.6
 %
 
 
50,485

 
14.6
 %
 
46,055

 
16.4
 %
Total Carter’s
55,896

 
15.4
 %
 
39,830

 
12.6
 %
 
 
126,701

 
16.0
 %
 
103,636

 
14.9
 %
OshKosh Retail (a)
(9,319
)
 
(16.0
)%
 
(5,719
)
 
(10.0
)%
 
 
(16,778
)
 
(14.4
)%
 
(11,121
)
 
(10.0
)%
OshKosh Wholesale
(574
)
 
(4.5
)%
 
(1,994
)
 
(13.6
)%
 
 
(454
)
 
(1.4
)%
 
(431
)
 
(1.2
)%
Total OshKosh
(9,893
)
 
(13.9
)%
 
(7,713
)
 
(10.7
)%
 
 
(17,232
)
 
(11.5
)%
 
(11,552
)
 
(7.9
)%
International (b)
6,257

(c)
16.8
 %
 
3,607

 
50.7
 %
 
 
13,724

(c)
16.3
 %
 
8,586

 
38.0
 %
Segment operating income
52,260

 
11.1
 %
 
35,724

 
9.1
 %
 
 
123,193

 
12.0
 %
 
100,670

 
11.7
 %
Corporate expenses (d)
(17,833
)
(e)
(3.8
)%
 
(13,702
)
(f)
(3.5
)%
 
 
(34,966
)
(e)
(3.4
)%
 
(25,014
)
(f)
(2.9
)%
Total operating income
$
34,427

 
7.3
 %
 
$
22,022

 
5.6
 %
 
 
$
88,227

 
8.6
 %
 
$
75,656

 
8.8
 %


(a)
Includes eCommerce results.
(b)
Net sales includes international retail, eCommerce, and wholesale sales. Operating income includes international licensing income.
(c)
Includes $1.1 million and $1.8 million charges associated with the revaluation of the Company’s contingent consideration for the three and six-month periods ended June 30, 2012.
(d)
Corporate expenses generally include expenses related to incentive compensation, stock-based compensation, executive management, severance and relocation, finance, building occupancy, information technology, certain legal fees, consulting, and audit fees.
(e)
Includes $0.7 million and $1.8 million in facility closure-related costs related to closure of a distribution facility located in Hogansville, Georgia for the three and six-month periods ended June 30, 2012, respectively. For the second quarter of 2012, the total closure-related costs consisted of severance of $0.3 million, accelerated depreciation (included in selling, general and administrative expenses) of $0.4 million, and other closure costs of $0.1 million. For the first half of 2012, the total closure-related costs consisted of severance of $1.4 million, accelerated depreciation (included in selling, general and administrative expenses) of $0.4 million and other closure costs of $0.1 million.
(f)
Includes $1.2 million and $2.2 million of professional service fees associated with the acquisition of Bonnie Togs for the three and six-month periods ended July 2, 2011, respectively.






9



CARTER’S, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except for share data)
(unaudited)
 
 
June 30,
2012
 
December 31,
2011
 
July 2,
2011
ASSETS
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
237,629

 
$
233,494

 
$
86,725

Accounts receivable, net
 
131,888

 
157,754

 
124,667

Finished goods inventories, net
 
377,857

 
347,215

 
458,114

Prepaid expenses and other current assets
 
16,858

 
18,519

 
16,689

Deferred income taxes
 
23,838

 
25,165

 
23,687

Total current assets
 
788,070

 
782,147

 
709,882

Property, plant, and equipment, net
 
139,592

 
122,346

 
101,796

Tradenames
 
306,028

 
306,176

 
306,356

Goodwill
 
188,621

 
188,679

 
191,050

Deferred debt issuance costs, net
 
2,270

 
2,624

 
2,978

Other intangible assets, net
 
221

 
258

 
311

Other assets
 
436

 
479

 
445

Total assets
 
$
1,425,238

 
$
1,402,709

 
$
1,312,818

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

 
 

Current liabilities:
 
 

 
 

 
 

Current maturities of long-term debt
 
$

 
$

 
$

Accounts payable
 
120,922

 
102,804

 
119,428

Other current liabilities
 
34,012

 
49,949

 
37,226

Total current liabilities
 
154,934

 
152,753

 
156,654

Long-term debt
 
186,000

 
236,000

 
236,000

Deferred income taxes
 
113,355

 
114,421

 
112,261

Other long-term liabilities
 
103,612

 
93,826

 
75,021

Total liabilities
 
557,901

 
597,000

 
579,936

Commitments and contingencies
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
 
Preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at June 30, 2012, December 31, 2011, and July 2, 2011
 

 

 

Common stock, voting; par value $.01 per share; 150,000,000 shares authorized; 58,989,420, 58,595,421, and 58,087,327 shares issued and outstanding at June 30, 2012, December 31, 2011, and July 2, 2011, respectively
 
590

 
586

 
581

Additional paid-in capital
 
240,427

 
231,738

 
218,857

Accumulated other comprehensive loss
 
(11,427
)
 
(11,282
)
 
(1,989
)
Retained earnings
 
637,747

 
584,667

 
515,433

Total stockholders’ equity
 
867,337

 
805,709

 
732,882

Total liabilities and stockholders’ equity
 
$
1,425,238

 
$
1,402,709

 
$
1,312,818









10



CARTER’S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(dollars in thousands)
(unaudited)
 
 
For the six-month periods ended
 
 
June 30,
2012
 
July 2,
2011
Cash flows from operating activities:
 
 
 
 
Net income
 
$
53,080

 
$
44,782

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
Depreciation and amortization
 
17,606

 
16,367

Non-cash revaluation of contingent consideration
 
1,779

 

Amortization of Bonnie Togs tradename and non-compete agreements
 
187

 

Amortization of debt issuance costs
 
354

 
354

Non-cash stock-based compensation expense
 
6,351

 
4,883

Income tax benefit from stock-based compensation
 
(1,834
)
 
(2,840
)
Loss on disposal/sale of property, plant, and equipment
 
517

 
140

Deferred income taxes
 
554

 
4,844

Effect of changes in operating assets and liabilities:
 

 
 
Accounts receivable
 
25,887

 
(234
)
Inventories
 
(30,705
)
 
(123,324
)
Prepaid expenses and other assets
 
1,706

 
1,291

Accounts payable and other liabilities
 
14,457

 
(32,565
)
 
 
 
 
 
Net cash provided by (used in) operating activities
 
89,939

 
(86,302
)
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Capital expenditures
 
(37,711
)
 
(16,086
)
Acquisition of Bonnie Togs
 

 
(61,199
)
Proceeds from sale of property, plant, and equipment
 
6

 

 
 
 
 
 
Net cash used in investing activities
 
(37,705
)
 
(77,285
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Borrowings under revolving credit facility
 
2,500

 

Payments on revolving credit facility
 
(52,500
)
 

Income tax benefit from stock-based compensation
 
1,834

 
2,840

Withholdings from vesting of restricted stock
 
(2,408
)
 
(1,602
)
Proceeds from exercise of stock options
 
2,481

 
1,692

 
 
 
 
 
Net cash (used in) provided by financing activities
 
(48,093
)
 
2,930

 
 
 
 
 
Effect of exchange rate changes on cash
 
(6
)
 

Net increase (decrease) in cash and cash equivalents
 
4,135

 
(160,657
)
Cash and cash equivalents, beginning of period
 
233,494

 
247,382

 
 
 
 
 
Cash and cash equivalents, end of period
 
$
237,629

 
$
86,725





11



CARTER’S, INC.
RECONCILIATION OF GAAP TO ADJUSTED RESULTS
                                   
 
Three-month period ended June 30, 2012
(dollars in millions, except earnings per share)
SG&A
 
Operating Income
 
Net Income
 
Diluted EPS
As reported (GAAP)
$
156.3

 
$
34.4

 
$
20.8

 
$
0.35

Revaluation of contingent consideration (a)
(1.1
)
 
1.1

 
1.1

 
0.01

Facility closure-related costs (b)
(0.7
)
 
0.7

 
0.5

 
0.01

As adjusted (d)
$
154.5

 
$
36.2

 
$
22.4

 
$
0.37

                                    
 
Six-month period ended June 30, 2012
(dollars in millions, except earnings per share)
SG&A
 
Operating Income
 
Net Income
 
Diluted EPS
As reported (GAAP)
$
306.0

 
$
88.2

 
$
53.1

 
$
0.89

Revaluation of contingent consideration (a)
(1.8
)
 
1.8

 
1.8

 
0.03

Facility closure-related costs (b)
(1.8
)
 
1.8

 
1.2

 
0.02

As adjusted (d)
$
302.4

 
$
91.8

 
$
56.0

 
$
0.94


 
Three-month period ended July 2, 2011
(dollars in millions, except earnings per share)
SG&A
 
Operating Income
 
Net Income
 
Diluted EPS
As reported (GAAP)
$
121.3

 
$
22.0

 
$
12.7

 
$
0.22

Professional fees / other expenses (c)
(1.2
)
 
1.2

 
0.7

 
0.01

As adjusted (d)
$
120.1

 
$
23.2

 
$
13.4

 
$
0.23


 
Six-month period ended July 2, 2011
(dollars in millions, except earnings per share)
SG&A
 
Operating Income
 
Net Income
 
Diluted EPS
As reported (GAAP)
$
235.1

 
$
75.7

 
$
44.8

 
$
0.76

Professional fees / other expenses (c)
(2.2
)
 
2.2

 
1.4

 
0.03

As adjusted (d)
$
232.9

 
$
77.9

 
$
46.2

 
$
0.79

 
(a)
Revaluation of the contingent consideration liability associated with the Company's June 2011 acquisition of Bonnie Togs.
(b)
Costs related to the closure of a distribution facility located in Hogansville, Georgia, including severance and related benefits of $0.3 million and $1.4 million for the three and six-month periods ended June 30, 2012, respectively, $0.4 million in accelerated depreciation for the three and six-months period ended June 30, 2012, respectively and $0.1 million in other closure costs for the three and six-month periods ended June 30, 2012, respectively.
(c)
Professional service fees associated with the acquisition of Bonnie Togs.
(d)
In addition to the results provided in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements that present SG&A, operating income, net income, and net income on a diluted share basis excluding the adjustments discussed above.  The Company believes these adjustments provide a meaningful comparison of the Company’s results.  The adjusted, non-GAAP financial measurements included in this earnings release should not be considered as an alternative to net income or as any other measurement of performance derived in accordance with GAAP.  The adjusted, non-GAAP financial measurements are presented for informational purposes only and are not necessarily indicative of the Company’s future condition or results of operations.

Note: Results may not be additive due to rounding.


12




CARTER’S, INC.
RECONCILIATION OF GAAP TO ADJUSTED RESULTS
 
Three-month period ended October 1, 2011
(dollars in millions, except earnings per share)
Gross Margin
 
SG&A
 
Operating Income
 
Net Income
 
Diluted EPS
As reported (GAAP)
$
192.1

 
$
145.8

 
$
56.8

 
$
34.4

 
$
0.58

Amortization of fair value step-up of inventory (a)
5.9

 

 
5.9

 
4.3

 
0.07

Revaluation of contingent consideration (b)

 
(1.0
)
 
1.0

 
1.0

 
0.02

Professional fees / other expenses (c)

 
(0.1
)
 
0.1

 

 

As adjusted (d)
$
198.1

 
$
144.8

 
$
63.8

 
$
39.7

 
$
0.67



 
Twelve-month period ended December 31, 2011
(dollars in millions, except earnings per share)
Gross Margin
 
SG&A
 
Operating Income
 
Net Income
 
Diluted EPS
As reported (GAAP)
$
692.3

 
$
542.1

 
$
187.5

 
$
114.0

 
$
1.94

Acquisition-related expenses:
 
 
 
 
 
 
 
 
 
Amortization of fair value step-up of inventory (a)
6.7

 

 
6.7

 
4.8

 
0.08

Revaluation of contingent consideration (b)

 
(2.5
)
 
2.5

 
2.5

 
0.04

Professional fees / other expenses (c)

 
(3.0
)
 
3.0

 
1.9

 
0.03

Total acquisition-related expenses
6.7

 
(5.5
)
 
12.2

 
9.2

 
0.15

As adjusted (d)
$
698.9

 
$
536.6

 
$
199.7

 
$
123.2

 
$
2.09


(a)
Expense related to the amortization of the fair value step-up for Bonnie Togs inventory acquired.
(b)
Revaluation of the contingent consideration liability associated with the Company's June 2011 acquisition of Bonnie Togs.
(c)
Professional service fees associated with the acquisition of Bonnie Togs.
(d)
In addition to the results provided in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements that present gross margin, SG&A, operating income, net income, and net income on a diluted share basis excluding the adjustments discussed above. The Company believes these adjustments provide a meaningful comparison to the Company's results. The adjusted, non-GAAP financial measurements included in this earnings release should not be considered as an alternative to net income or as any other measurement of performance derived in accordance with GAAP. The adjusted, non-GAAP financial measurements are presented for informational purposes only and are not necessarily indicative of the Company's future condition or results of operations.

Note: Results may not be additive due to rounding.




13



CARTER’S, INC.
RECONCILIATION OF NET INCOME ALLOCABLE TO COMMON SHAREHOLDERS

 
For the
three-month periods ended
 
 
For the six-month periods ended
 
June 30,
2012
 
July 2,
2011
 
 
June 30,
2012
 
July 2,
2011
Weighted-average number of common and common equivalent outstanding:
 
 
 
 
 
 
 
 
Basic number of common shares outstanding
58,200,702

 
57,320,717

 
 
58,128,989

 
57,185,008

Dilutive effect of unvested restricted stock
170,495

 
96,845

 
 
174,134

 
101,921

Dilutive effect of stock options
676,321

 
635,425

 
 
645,174

 
665,797

Diluted number of common and common equivalent shares outstanding
59,047,518

 
58,052,987

 
 
58,948,297

 
57,952,726

 
 
 
 
 
 
 
 
 
As reported on a GAAP Basis:
 
 
 
 
 
 
 
 
Basic net income per common share:
 
 
 
 
 
 
 
 
Net income
$
20,805,000

 
$
12,659,000

 
 
$
53,080,000

 
$
44,782,000

Income allocated to participating securities
(281,253
)
 
(140,083
)
 
 
(718,436
)
 
(496,715
)
Net income available to common shareholders
$
20,523,747

 
$
12,518,917

 
 
$
52,361,564

 
$
44,285,285

 
 
 
 
 
 
 
 
 
Basic net income per common share
$
0.35

 
$
0.22

 
 
$
0.90

 
$
0.77

 
 
 
 
 
 
 
 
 
Diluted net income per common share
 
 
 
 
 
 
 
 
Net income
$
20,805,000

 
$
12,659,000

 
 
$
53,080,000

 
$
44,782,000

Income allocated to participating securities
(278,065
)
 
(138,564
)
 
 
(710,655
)
 
(491,061
)
Net income available to common shareholders
$
20,526,935

 
$
12,520,436

 
 
$
52,369,345

 
$
44,290,939

 
 
 
 
 
 
 
 
 
Diluted net income per common share
0.35

 
0.22

 
 
0.89

 
0.76

 
 
 
 
 
 
 
 
 
As adjusted (a):
 
 
 
 
 
 
 
 
Basic net income per common share:
 
 
 
 
 
 
 
 
Net income
$
22,353,000

 
$
13,402,000

 
 
$
56,021,000

 
$
46,176,000

Income allocated to participating securities
(302,179
)
 
(148,305
)
 
 
(758,242
)
 
(512,177
)
Net income available to common shareholders
$
22,050,821

 
$
13,253,695

 
 
$
55,262,758

 
$
45,663,823

 
 
 
 
 
 
 
 
 
Basic net income per common share
$
0.38

 
$
0.23

 
 
$
0.95

 
$
0.80

 
 
 
 
 
 
 
 
 
Diluted net income per common share
 
 
 
 
 
 
 
 
Net income
$
22,353,000

 
$
13,402,000

 
 
$
56,021,000

 
$
46,176,000

Income allocated to participating securities
(298,755
)
 
(146,697
)
 
 
(750,030
)
 
(506,347
)
Net income available to common shareholders
$
22,054,245

 
$
13,255,303

 
 
$
55,270,970

 
$
45,669,653

 
 
 
 
 
 
 
 
 
Diluted net income per common share
$
0.37

 
$
0.23

 
 
$
0.94

 
$
0.79


(a)
In addition to the results provided in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements that present per share data excluding the adjustments discussed above. The Company has excluded $1.6 million and $2.9 million in after-tax expenses from these results for the three and six-month periods ended June 30, 2012, respectively. The Company has excluded $0.7 million and $1.4 million in after-tax expenses from these results for the three and six-month periods ended July 2, 2011, respectively.


14