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8-K - 8-K - CARTERS INCcri092920128k.htm




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


CARTER'S, INC. REPORTS THIRD QUARTER 2012 RESULTS

Net Sales $669 Million, Up 5%
Earnings Per Share $0.99, Up 71%; Adjusted Earnings Per Share $1.02, Up 52%
 
ATLANTA, October 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 third quarter 2012 results.

“We are reporting a record level of sales and earnings in our third quarter.  These results were driven by the growth of our direct-to-consumer businesses, higher sales of our Carter's and OshKosh B'gosh branded products in international markets, and an improvement in product costs,” said Michael D. Casey, Chairman and Chief Executive Officer.  “We believe consumers are responding to the compelling style, value, and convenience of our product offerings.  To further strengthen our business, we are funding significant investments this year to support our multi-channel growth opportunities.”
  
Third Quarter of Fiscal 2012 compared to Third Quarter of Fiscal 2011
Consolidated net sales increased $29.0 million, or 4.5%, to $668.7 million.  Net domestic sales of the Company’s Carter’s brands increased $19.6 million, or 4.1%, to $492.9 million.  Net domestic sales of the Company’s OshKosh B’gosh brand decreased $0.6 million, or 0.6%, to $106.3 million.  Net international sales to customers outside the United States increased $10.0 million, or 16.9%, to $69.4 million. Consolidated net sales in the third quarter of fiscal 2012 include $5.3 million in off-price channel sales, compared to $19.0 million in the third quarter of fiscal 2011.



1



Operating income in the third quarter of fiscal 2012 was $95.4 million, an increase of $38.6 million, or 68.0%, from $56.8 million in the third quarter of fiscal 2011.  Third quarter fiscal 2012 pre-tax income includes expenses of approximately $1.9 million related to the revaluation of contingent consideration associated with the June 2011 acquisition of Bonnie Togs, a retailer of children's apparel in Canada, and the previously-announced closure of the Company's Hogansville, Georgia distribution center in fiscal 2013. Third quarter fiscal 2011 pre-tax income included approximately $7.0 million of expenses related to the Bonnie Togs acquisition, including $5.9 million of purchase accounting adjustments recorded in cost of goods sold. 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 third quarter of fiscal 2012 was $97.3 million, an increase of $33.5 million, or 52.5%, from the third quarter of fiscal 2011. The adjusted operating income increase reflects lower product costs and improved pricing.

Net income increased $24.9 million, or 72.4%, to $59.4 million, or $0.99 per diluted share, compared to $34.4 million, or $0.58 per diluted share, in the third 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 third quarter of fiscal 2012 increased $21.2 million, or 53.2%, to $61.0 million, or $1.02 per diluted share. This compares to adjusted net income of $39.8 million, or $0.67 per diluted share, in the third 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

Carter’s Segments
Carter’s retail segment sales increased $32.8 million, or 17.8%, to $217.3 million. The increase was driven by incremental sales of $18.7 million from new store openings and $12.1 million from eCommerce sales, and a comparable store sales increase of $4.3 million, or 2.7%. This growth was partially offset by a sales decrease of $2.4 million attributed to store closings. In the third quarter of fiscal 2012, the Company opened 15 Carter’s retail stores and closed two.  As of the end of the third quarter, the Company operated 398 Carter’s retail stores in the United States.

Carter’s wholesale segment sales fell $13.2 million, or 4.6%, to $275.6 million principally driven by lower off-price channel sales in the current year.

2



OshKosh B’gosh Segments
OshKosh retail segment sales decreased $2.4 million, or 3.0%, to $78.1 million. The decrease reflects a sales decline of $3.2 million attributed to store closings and a comparable store sales decline of $3.1 million, or 4.3%. The decreases were partially offset by incremental sales of $3.0 million from eCommerce and $0.9 million from new store openings.  In the third quarter of fiscal 2012, the Company opened two OshKosh retail stores and closed one.  As of the end of the third quarter, the Company operated 167 OshKosh retail stores in the United States.

OshKosh wholesale segment sales increased $1.8 million, or 6.8%, to $28.3 million.
 
International Segment
International segment sales increased $10.0 million, or 16.9%, to $69.4 million, reflecting growth primarily in the retail store and wholesale channels. In the third quarter of fiscal 2012, the Company opened six retail stores in Canada.  As of the end of the third quarter, the Company operated 79 retail stores in Canada.

First Nine Months of Fiscal 2012 compared to First Nine Months of Fiscal 2011
Consolidated net sales increased $189.4 million, or 12.6%, to $1.7 billion.  Net domestic sales of the Company’s Carter’s brands increased $115.0 million, or 9.8%, to $1.3 billion.  Net domestic sales of the Company’s OshKosh B’gosh brand increased $2.9 million, or 1.1%, to $255.7 million.  Net international sales to customers outside the United States increased $71.5 million to $153.4 million. Consolidated net sales in the first nine months of fiscal 2012 include $31.7 million in off-price channel sales, compared to $67.0 million in the first nine months of fiscal 2011.

Operating income in the first nine months of fiscal 2012 was $183.6 million, an increase of $51.2 million, or 38.7%, from $132.4 million in the first nine months of fiscal 2011.  First nine months fiscal 2012 pre-tax income includes expenses of approximately $5.5 million related to the revaluation of contingent consideration associated with the acquisition of Bonnie Togs and the previously-announced closure of the Company's Hogansville, Georgia distribution center. First nine months fiscal 2011 pre-tax income included approximately $9.2 million of expenses related to the Bonnie Togs acquisition, including $5.9 million of purchase accounting adjustments recorded in cost of goods sold. 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 nine months of fiscal 2012 was $189.1 million, an increase of $47.4 million, or 33.5%, from the first nine months of fiscal 2011.  The adjusted operating income increase

3



reflects improved pricing and volume growth.
 
Net income increased $33.2 million, or 41.9%, to $112.5 million, or $1.88 per diluted share, compared to $79.2 million, or $1.35 per diluted share, in the first nine months 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 nine months of fiscal 2012 increased $31.0 million, or 36.1%, to $117.0 million, or $1.96 per diluted share. This compares to adjusted net income of $86.0 million, or $1.46 per diluted share, in the first nine months of fiscal 2011.

A reconciliation of income as reported under GAAP to adjusted income is provided at the end of this release.

Cash flow from operations in the first nine months of fiscal 2012 was $129.2 million compared to cash flow used in operations of $85.8 million in the first nine months of fiscal 2011.  The increase was primarily due to favorable net changes in working capital and increased earnings.

Business Segment Results

Carter’s Segments
Carter’s retail segment sales increased $98.5 million, or 21.2%, to $563.8 million, driven by incremental sales of $53.5 million generated by new store openings and $35.7 million from eCommerce sales, and a comparable store sales increase of $14.1 million, or 3.4%. This growth was partially offset by a sales decrease of $4.8 million attributed to store closings. In the first nine months of fiscal 2012, the Company opened 47 Carter’s retail stores and closed eight.

Carter’s wholesale segment sales increased $16.6 million, or 2.4%, to $719.6 million, principally reflecting growth in the Company's Carter's and Child of Mine brands, partially offset by lower off-price channel sales.







4



OshKosh B’gosh Segments
OshKosh retail segment sales increased $2.8 million, or 1.5%, to $194.4 million, driven by incremental sales of $9.0 million generated by eCommerce and $1.9 million generated by new store openings, partially offset by a decrease of $7.8 million attributed to store closings and a comparable store sales decrease of $0.3 million, or 0.2%.  In the first nine months of fiscal 2012, the Company opened three OshKosh retail stores and closed six.

OshKosh wholesale segment sales were $61.3 million, comparable to the prior-year period.

International Segment
International segment sales increased $71.5 million to $153.4 million, principally reflecting the contribution of the Company's business in Canada and higher wholesale sales in other countries. In the first nine months of fiscal 2012, the Company opened 14 retail stores in Canada.

2012 Business Outlook
For the fourth quarter of fiscal 2012, the Company expects net sales to increase approximately 10% over the fourth quarter of fiscal 2011. The Company expects adjusted diluted earnings per share, excluding expenses of approximately $5 million to $7 million related to the previously-announced consolidation of its Shelton, Connecticut operations to Atlanta, Georgia,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 be approximately $0.81 compared to adjusted diluted earnings per share of $0.63 in the fourth quarter of fiscal 2011.

For fiscal 2012, the Company expects net sales will increase approximately 12% over fiscal 2011. The Company expects adjusted diluted earnings per share, excluding expenses totaling approximately $7 million to $8 million related to the Bonnie Togs acquisition and the previously-announced distribution center closure, expenses of approximately $5 million to $7 million related to the previously-announced consolidation noted above, or other items the Company believes to be nonrepresentative of underlying business performance, to be approximately $2.77 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 third quarter fiscal 2012 results and its business outlook on October 25, 2012 at 8:30 a.m. Eastern Time. To participate in the call, please dial 913-312-1266. To listen to a live broadcast of the call on the internet, please log on to www.carters.com and select the “Third Quarter 2012 Earnings Conference Call” link under the “Investor Relations” tab. Presentation materials for the call can be accessed under the same "Investor Relations" tab by selecting the “Webcasts & Presentations” link under the “News & Events” tab. A replay of the call will be available shortly after the broadcast through November 2, 2012, at 719-457-0820, passcode 4403322. 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 fourth 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 achieve sales growth plans, cost savings, and other assumptions that support the carrying value of the Company's intangible assets; the ability to attract and retain key individuals within the organization; the risk that actual charges related to the consolidation of the company's Shelton, Connecticut-based operations with the company's Atlanta, Georgia-based operations could be greater than estimated as the consolidation is implemented, the risk that this office consolidation may not be completed during the expected time frame or at all due to the delay on securing, or inability to secure, suitable facilities or other reasons, and the risk that the company may not achieve the expected benefits of the office consolidation as a result of business disruption or other factors. 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 periods ended
 
 
For the nine-month periods ended
 
 
September 29,
2012
 
October 1,
2011
 
 
September 29,
2012
 
October 1,
2011
Net sales
 
$
668,657

 
$
639,617

 
 
$
1,692,481

 
$
1,503,105

Cost of goods sold
 
398,580

 
447,504

 
 
1,044,422

 
1,017,864

Gross profit
 
270,077

 
192,113

 
 
648,059

 
485,241

Selling, general, and administrative expenses
 
185,167

 
145,842

 
 
491,162

 
380,912

Royalty income
 
(10,482
)
 
(10,494
)
 
 
(26,722
)
 
(28,092
)
Operating income
 
95,392

 
56,765

 
 
183,619

 
132,421

Interest expense, net
 
1,716

 
1,699

 
 
5,411

 
5,305

Foreign currency gain
 
(249
)
 
(88
)
 
 
(150
)
 
(319
)
Income before income taxes
 
93,925

 
55,154

 
 
178,358

 
127,435

Provision for income taxes
 
34,547

 
20,705

 
 
65,900

 
48,204

Net income
 
$
59,378

 
$
34,449

 
 
$
112,458

 
$
79,231

Basic net income per common share
 
$
1.01

 
$
0.59

 
 
$
1.91

 
$
1.37

Diluted net income per common share
 
$
0.99

 
$
0.58

 
 
$
1.88

 
$
1.35



8



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

 
For the three-month periods ended
 
 
For the nine-month periods ended
(dollars in thousands)
September 29,
2012
 
% of
Total
 
October 1,
2011
 
% of
Total
 
 
September 29,
2012
 
% of
Total
 
October 1,
2011
 
% of
Total
Net sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carter’s Wholesale
$
275,577

 
41.2
 %
 
$
288,775

 
45.1
 %
 
 
$
719,585

 
42.5
 %
 
$
703,028

 
46.7
 %
Carter’s Retail (a)
217,299

 
32.5
 %
 
184,498

 
28.9
 %
 
 
563,764

 
33.3
 %
 
465,281

 
31.0
 %
Total Carter’s
492,876

 
73.7
 %
 
473,273

 
74.0
 %
 
 
1,283,349

 
75.8
 %
 
1,168,309

 
77.7
 %
OshKosh Retail (a)
78,070

 
11.7
 %
 
80,472

 
12.6
 %
 
 
194,359

 
11.5
 %
 
191,578

 
12.7
 %
OshKosh Wholesale
28,276

 
4.2
 %
 
26,472

 
4.1
 %
 
 
61,339

 
3.6
 %
 
61,248

 
4.1
 %
Total OshKosh
106,346

 
15.9
 %
 
106,944

 
16.7
 %
 
 
255,698

 
15.1
 %
 
252,826

 
16.8
 %
International (b)
69,435

 
10.4
 %
 
59,400

 
9.3
 %
 
 
153,434

 
9.1
 %
 
81,970

 
5.5
 %
Total net sales
$
668,657

 
100.0
 %
 
$
639,617

 
100.0
 %
 
 
$
1,692,481

 
100.0
 %
 
$
1,503,105

 
100.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss):
 
 
% of
segment
net sales
 
 
 
% of
segment
net sales
 
 
 
 
% of
segment
net sales
 
 
 
% of
segment
net sales
Carter’s Wholesale
$
53,284

 
19.3
 %
 
$
33,023

 
11.4
 %
 
 
$
129,500

 
18.0
 %
 
$
90,603

 
12.9
 %
Carter’s Retail (a)
43,050

 
19.8
 %
 
26,090

 
14.1
 %
 
 
93,535

 
16.6
 %
 
72,146

 
15.5
 %
Total Carter’s
96,334

 
19.5
 %
 
59,113

 
12.5
 %
 
 
223,035

 
17.4
 %
 
162,749

 
13.9
 %
OshKosh Retail (a)
3,397

 
4.4
 %
 
1,694

 
2.1
 %
 
 
(13,419
)
 
(6.9
)%
 
(9,427
)
 
(4.9
)%
OshKosh Wholesale
1,927

 
6.8
 %
 
513

 
1.9
 %
 
 
1,507

 
2.5
 %
 
81

 
0.1
 %
Total OshKosh
5,324

 
5.0
 %
 
2,207

 
2.1
 %
 
 
(11,912
)
 
(4.7
)%
 
(9,346
)
 
(3.7
)%
International (b) (c)
16,643

 
24.0
 %
 
7,934

 
13.4
 %
 
 
30,371

 
19.8
 %
 
16,519

 
20.2
 %
Segment operating income
118,301

 
17.7
 %
 
69,254

 
10.8
 %
 
 
241,494

 
14.3
 %
 
169,922

 
11.3
 %
Corporate expenses (d)
(22,909
)
(e)
(3.4
)%
 
(12,489
)
(f)
(2.0
)%
 
 
(57,875
)
(e)
(3.4
)%
 
(37,501
)
(f)
(2.5
)%
Total operating income
$
95,392

 
14.3
 %
 
$
56,765

 
8.9
 %
 
 
$
183,619

 
10.8
 %
 
$
132,421

 
8.8
 %
(a)
Includes eCommerce results.
(b)
Net sales includes international retail, eCommerce, and wholesale sales. Operating income includes international licensing income.
(c)
Includes charges of $1.1 million and $2.9 million for the three and nine-month periods ended September 29, 2012, respectively, associated with the revaluation of the Company’s contingent consideration. Includes charges of $1.0 million for both the three and nine-month periods ended October 1, 2011, associated with the revaluation of the Company’s contingent consideration and $5.9 million for both periods related to the amortization of the fair value step-up for Bonnie Togs inventory acquired.
(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 $0.8 million and $2.6 million in facility closure-related costs related to closure of a distribution facility located in Hogansville, Georgia for the three and nine-month periods ended September 29, 2012, respectively. For the third quarter of fiscal 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 nine months of fiscal 2012, the total closure-related costs consisted of severance of $1.7 million, accelerated depreciation (included in selling, general and administrative expenses) of $0.8 million, and other closure costs of $0.1 million.
(f)
Includes $0.1 million and $2.3 million of professional service fees associated with the acquisition of Bonnie Togs for the three and nine-month periods ended October 1, 2011, respectively.

Certain prior year amounts have been reclassified for comparative purposes.


9



CARTER’S, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except for share data)
(unaudited)
 
 
September 29,
2012
 
December 31,
2011
 
October 1,
2011
ASSETS
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
254,321

 
$
233,494

 
$
81,634

Accounts receivable, net
 
200,156

 
157,754

 
214,558

Finished goods inventories, net
 
375,102

 
347,215

 
385,960

Prepaid expenses and other current assets
 
16,913

 
18,519

 
16,412

Deferred income taxes
 
29,984

 
25,165

 
24,384

Total current assets
 
876,476

 
782,147

 
722,948

Property, plant, and equipment, net
 
153,330

 
122,346

 
111,830

Tradenames
 
305,962

 
306,176

 
306,234

Goodwill
 
190,470

 
188,679

 
186,536

Deferred debt issuance costs, net
 
3,074

 
2,624

 
2,801

Other intangible assets, net
 
210

 
258

 
268

Other assets
 
3,268

 
479

 
499

Total assets
 
$
1,532,790

 
$
1,402,709

 
$
1,331,116

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

 
 

Current liabilities:
 
 

 
 

 
 

Current maturities of long-term debt
 
$

 
$

 
$

Accounts payable
 
115,005

 
102,804

 
83,491

Other current liabilities
 
89,158

 
49,949

 
42,426

Total current liabilities
 
204,163

 
152,753

 
125,917

Long-term debt
 
186,000

 
236,000

 
236,000

Deferred income taxes
 
113,280

 
114,421

 
115,982

Other long-term liabilities
 
95,905

 
93,826

 
81,600

Total liabilities
 
599,348

 
597,000

 
559,499

Commitments and contingencies
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
 
Preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at September 29, 2012, December 31, 2011, and October 1, 2011
 

 

 

Common stock, voting; par value $.01 per share; 150,000,000 shares authorized; 59,035,891, 58,595,421, and 58,529,586 shares issued and outstanding at September 29, 2012, December 31, 2011, and October 1, 2011, respectively
 
590

 
586

 
585

Additional paid-in capital
 
244,861

 
231,738

 
228,061

Accumulated other comprehensive loss
 
(9,134
)
 
(11,282
)
 
(6,911
)
Retained earnings
 
697,125

 
584,667

 
549,882

Total stockholders’ equity
 
933,442

 
805,709

 
771,617

Total liabilities and stockholders’ equity
 
$
1,532,790

 
$
1,402,709

 
$
1,331,116


10




CARTER’S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(dollars in thousands)
(unaudited)
 
 
For the nine-month periods ended
 
 
September 29,
2012
 
October 1,
2011
Cash flows from operating activities:
 
 
 
 
Net income
 
$
112,458

 
$
79,231

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
Depreciation and amortization
 
26,338

 
23,522

Amortization of Bonnie Togs inventory step-up
 

 
5,944

Non-cash revaluation of contingent consideration
 
2,883

 
1,020

Amortization of Bonnie Togs tradename and non-compete agreements
 
281

 
96

Amortization of debt issuance costs
 
681

 
531

Non-cash stock-based compensation expense
 
9,718

 
7,161

Income tax benefit from stock-based compensation
 
(2,387
)
 
(6,292
)
Loss on disposal of property, plant, and equipment
 
747

 
149

Deferred income taxes
 
(5,612
)
 
8,021

Effect of changes in operating assets and liabilities:
 

 
 
Accounts receivable
 
(42,209
)
 
(90,263
)
Inventories
 
(26,963
)
 
(59,355
)
Prepaid expenses and other assets
 
(332
)
 
1,019

Accounts payable and other liabilities
 
53,612

 
(56,572
)
 
 
 
 
 
Net cash provided by (used in) operating activities
 
129,215

 
(85,788
)
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Capital expenditures
 
(59,816
)
 
(29,157
)
Acquisition of Bonnie Togs
 

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

 
10

 
 
 
 
 
Net cash used in investing activities
 
(59,810
)
 
(90,346
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Borrowings under revolving credit facility
 
2,500

 

Payments on revolving credit facility
 
(52,500
)
 

     Payment of debt issuance costs
 
(1,916
)
 

Income tax benefit from stock-based compensation
 
2,387

 
6,292

Withholdings from vesting of restricted stock
 
(2,794
)
 
(1,635
)
Proceeds from exercise of stock options
 
3,650

 
5,428

 
 
 
 
 
Net cash (used in) provided by financing activities
 
(48,673
)
 
10,085

 
 
 
 
 
Effect of exchange rate changes on cash
 
95

 
301

Net increase (decrease) in cash and cash equivalents
 
20,827

 
(165,748
)
Cash and cash equivalents, beginning of period
 
233,494

 
247,382

 
 
 
 
 
Cash and cash equivalents, end of period
 
$
254,321

 
$
81,634



11



CARTER’S, INC.
RECONCILIATION OF GAAP TO ADJUSTED RESULTS
                                
 
Three-month period ended September 29, 2012
(dollars in millions, except earnings per share)
SG&A
 
Operating Income
 
Net Income
 
Diluted EPS
As reported (GAAP)
$
185.2

 
$
95.4

 
$
59.4

 
$
0.99

Revaluation of contingent consideration (a)
(1.1
)
 
1.1

 
1.1

 
0.02

Facility closure-related costs (b)
(0.8
)
 
0.8

 
0.5

 
0.01

As adjusted (e)
$
183.3

 
$
97.3

 
$
61.0

 
$
1.02

                                  
 
Nine-month period ended September 29, 2012
(dollars in millions, except earnings per share)
SG&A
 
Operating Income
 
Net Income
 
Diluted EPS
As reported (GAAP)
$
491.2

 
$
183.6

 
$
112.5

 
$
1.88

Revaluation of contingent consideration (a)
(2.9
)
 
2.9

 
2.9

 
0.05

Facility closure-related costs (b)
(2.6
)
 
2.6

 
1.6

 
0.03

As adjusted (e)
$
485.7

 
$
189.1

 
$
117.0

 
$
1.96

 
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 (c)
5.9

 

 
5.9

 
4.3

 
0.07

Revaluation of contingent consideration (a)

 
(1.0
)
 
1.0

 
1.0

 
0.02

Professional fees / other expenses (d)

 
(0.1
)
 
0.1

 

 

As adjusted (e)
$
198.1

 
$
144.8

 
$
63.8

 
$
39.8

 
$
0.67

 
Nine-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)
$
485.2

 
$
380.9

 
$
132.4

 
$
79.2

 
$
1.35

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

 

 
5.9

 
4.3

 
0.07

Revaluation of contingent consideration (a)

 
(1.0
)
 
1.0

 
1.0

 
0.02

Professional fees / other expenses (d)

 
(2.3
)
 
2.3

 
1.4

 
0.02

As adjusted (e)
$
491.2

 
$
377.6

 
$
141.7

 
$
86.0

 
$
1.46

(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 $1.7 million for the three and nine-month periods ended September 29, 2012, respectively, $0.4 million and $0.8 million in accelerated depreciation for the three and nine-months period ended September 29, 2012, respectively, and $0.1 million in other closure costs for the three and nine-month periods ended September 29, 2012, respectively.
(c)
Expense related to the amortization of the fair value step-up for Bonnie Togs inventory acquired.
(d)
Professional service fees associated with the acquisition of Bonnie Togs.
(e)
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 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.
Certain prior year amounts have been reclassified for comparative purposes.



12




CARTER’S, INC.
RECONCILIATION OF GAAP TO ADJUSTED RESULTS
 
Three-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)
$
207.0

 
$
161.2

 
$
55.0

 
$
34.8

 
$
0.59

Amortization of fair value step-up of inventory (a)
0.7

 

 
0.7

 
0.5

 
0.01

Revaluation of contingent consideration (b)

 
(1.5
)
 
1.5

 
1.5

 
0.02

Professional fees / other expenses (c)

 
(0.8
)
 
0.8

 
0.5

 
0.01

As adjusted (d)
$
207.8

 
$
158.9

 
$
58.0

 
$
37.3

 
$
0.63



 
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

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

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.
Certain prior year amounts have been reclassified for comparative purposes.


13





CARTER’S, INC.
RECONCILIATION OF NET INCOME ALLOCABLE TO COMMON SHAREHOLDERS
 
 
For the
three-month periods ended
 
 
For the nine-month periods ended
 
September 29,
2012
 
October 1,
2011
 
 
September 29,
2012
 
October 1,
2011
Weighted-average number of common and common equivalent outstanding:
 
 
 
 
 
 
 
 
Basic number of common shares outstanding
58,267,398

 
57,729,572

 
 
58,175,125

 
57,366,529

Dilutive effect of unvested restricted stock
189,203

 
121,633

 
 
179,816

 
108,577

Dilutive effect of stock options
693,526

 
464,846

 
 
663,749

 
599,805

Diluted number of common and common equivalent shares outstanding
59,150,127

 
58,316,051

 
 
59,018,690

 
58,074,911

 
 
 
 
 
 
 
 
 
As reported on a GAAP Basis:
 
 
 
 
 
 
 
 
Basic net income per common share:
 
 
 
 
 
 
 
 
Net income
$
59,378,000

 
$
34,449,000

 
 
$
112,458,000

 
$
79,231,000

Income allocated to participating securities
(775,127
)
 
(384,738
)
 
 
(1,470,338
)
 
(890,416
)
Net income available to common shareholders
$
58,602,873

 
$
34,064,262

 
 
$
110,987,662

 
$
78,340,584

 
 
 
 
 
 
 
 
 
Basic net income per common share
$
1.01

 
$
0.59

 
 
$
1.91

 
$
1.37

 
 
 
 
 
 
 
 
 
Diluted net income per common share
 
 
 
 
 
 
 
 
Net income
$
59,378,000

 
$
34,449,000

 
 
$
112,458,000

 
$
79,231,000

Income allocated to participating securities
(766,127
)
 
(381,699
)
 
 
(1,453,966
)
 
(881,305
)
Net income available to common shareholders
$
58,611,873

 
$
34,067,301

 
 
$
111,004,034

 
$
78,349,695

 
 
 
 
 
 
 
 
 
Diluted net income per common share
$
0.99

 
$
0.58

 
 
$
1.88

 
$
1.35

 
 
 
 
 
 
 
 
 
As adjusted (a):
 
 
 
 
 
 
 
 
Basic net income per common share:
 
 
 
 
 
 
 
 
Net income
$
60,963,000

 
$
39,791,000

 
 
$
116,983,000

 
$
85,967,000

Income allocated to participating securities
(795,818
)
 
(444,400
)
 
 
(1,529,500
)
 
(966,117
)
Net income available to common shareholders
$
60,167,182

 
$
39,346,600

 
 
$
115,453,500

 
$
85,000,883

 
 
 
 
 
 
 
 
 
Basic net income per common share
$
1.03

 
$
0.68

 
 
$
1.98

 
$
1.48

 
 
 
 
 
 
 
 
 
Diluted net income per common share
 
 
 
 
 
 
 
 
Net income
$
60,963,000

 
$
39,791,000

 
 
$
116,983,000

 
$
85,967,000

Income allocated to participating securities
(786,578
)
 
(440,889
)
 
 
(1,512,469
)
 
(956,231
)
Net income available to common shareholders
$
60,176,422

 
$
39,350,111

 
 
$
115,470,531

 
$
85,010,769

 
 
 
 
 
 
 
 
 
Diluted net income per common share
$
1.02

 
$
0.67

 
 
$
1.96

 
$
1.46


(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 $4.5 million in after-tax expenses from these results for the three and nine-month periods ended September 29, 2012, respectively. The Company has excluded $5.3 million and $6.7 million in after-tax expenses from these results for the three and nine-month periods ended October 1, 2011, respectively.


14