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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File No. 0-13365
OshKosh B'Gosh, Inc.
A DELAWARE Corporation 39-0519915
(I.R.S. ID)
112 Otter Avenue
Oshkosh, Wisconsin 54901
Telephone number: (920) 231-8800
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Par Value $.01 per share
Indicate by check mark whether the Company (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 Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
As of March 15, 2001, there were outstanding 9,977,068 shares of Class A
Common Stock and 2,227,201 shares of Class B Common Stock, of which 9,461,377
shares and 981,490 shares, respectively, were held by non-affiliates of the
Company. Based upon the closing sales price as of March 15, 2001, the
aggregate market value of the Class A Common Stock held by non-affiliates was
$214,654,991. The Class B Common Stock is no longer listed or quoted on any
established trading market, but it is convertible into Class A Common Stock on
a share-for-share basis. Based on that conversion right, the value of Class B
Common Stock held by non-affiliates was $22,267,554.
DOCUMENTS INCORPORATED BY REFERENCE
OshKosh B'Gosh, Inc. definitive Proxy Statement for its annual meeting to be
held on May 4, 2001 (or such later date as the directors may determine),
incorporated into Part III
INDEX
PART I PAGE
Item 1. Business 2
(a) General Development of Business 2
(b) Financial Information About Industry Segments 2
(c) Narrative Description of Business 2
Products 2
Raw Materials, Manufacturing and Sourcing 3
Sales and Marketing 4
International Licensing and Distribution 5
Trademarks 5
Seasonality 5
Working Capital 5
Backlog 5
Competitive Conditions 6
Environmental Matters 6
Employees 6
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II
Item 5. Market for the Company's Common Stock and
Related Stockholder Matters 7
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Results
of Operations and Financial Condition 8
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk 12
Item 8. Financial Statements and Supplementary Data 13
Item 9. Disagreements on Accounting and Financial Disclosure 27
PART III
Item 10. Directors and Executive Officers of the Company 28
Item 11. Executive Compensation 28
Item 12. Security Ownership of Certain Beneficial Owners
and Management 28
Item 13. Certain Relationships and Related Transactions 28
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports
on Form 8-K 28
PART I
ITEM 1. BUSINESS
(a) General Development of Business
OshKosh B'Gosh, Inc. (together with its subsidiaries, the "Company") was
founded in 1895 and was incorporated in the state of Delaware in 1929. The
Company designs, sources, and markets apparel primarily for the children's
wear and youth wear markets. While its heritage began in the men's work wear
market, the Company is currently best known for its line of high quality
children's wear. It is the Company's vision to become the dominant global
marketer of branded products for children ages newborn to ten through leverage
of the existing brand franchise in OshKosh B'Gosh and utilization of the
Company's core competencies to supply the market with all appropriate products
for children where quality, durability, and fashion innovation are important.
The Company is also pursuing niche opportunities in adult apparel, where the
Company's century old heritage can provide meaningful differential advantage
to address the needs of the marketplace.
The success of the children's wear business can be attributed to the Company's
core themes: quality, durability, style, trust, and Americana. These themes
have propelled the Company to the position of market leader in the branded
children's wear industry. The Company strategically extends the product line
and also leverages the economic value of the OshKosh B'Gosh name via both
domestic and international licensing agreements.
In addition to the Company's wholesale business, the Company also operates a
chain of 137 domestic OshKosh B'Gosh branded stores, including 129 factory
outlet stores, three showcase stores, and five strip mall stores. The Company
operates an OshKosh B'Gosh showcase store in New York City to feature a full
line of OshKosh products in a signature environment designed to reinforce
brand awareness among consumers. The Company's retail product line in its
OshKosh B'Gosh branded stores includes OshKosh B'Gosh branded product in sizes
from newborn to girls 6X and boys 7 and youth wear for girls and boys under
the trade names Genuine Girl (girls sizes 7-16) and Genuine Blues (boys sizes
8-16).
The Company's comprehensive strategic planning initiative guides the Company's
business focus. Under this initiative, combined with management's commitment
to more efficiently utilize working capital, the Company continues to take
steps to improve product marketability, streamline operations, reduce its
capital base and cost structure, and improve delivery performance. These
actions include an analysis of product extensions, commitment to the wholesale
customer base, periodic review of significant licensee arrangements, and
continued development of an effective global sourcing strategy.
The Company designs and sources substantially all of its non-licensed apparel
products marketed and sold in the United States. Company designers develop
fabrication, trim accessories, and detailed manufacturing specifications. The
product is then manufactured according to detailed Company specifications and
production schedules in Company-owned manufacturing facilities or at third
party contractor locations worldwide. Product sourcing is based predominantly
on manufacturing capacity, quality, and lead times, in addition to
capabilities of specific manufacturing facilities.
The Company leverages its name and brand equity into a wide variety of
children's products including children's apparel accessory items such as hats,
socks, sleepwear and eyewear, bedding and other nursery decor and juvenile
products including car seats, strollers, luggage and developmental toys.
During 2000, the Company made strategic decisions to license its existing
children's outerwear and footwear beginning with the Fall 2001 season. The
Company regularly reviews the seasonal offerings of all related products both
locally and internationally for consistency, brand image, and quality. The
Company earns royalties for use of its name on children's and men's wear
products throughout the world, and from related accessories distributed in the
United States and worldwide.
(b) Financial Information About Industry Segments
The Company designs, sources, and markets apparel products using primarily the
OshKosh B'Gosh brand. The apparel products are primarily marketed in two
distinct distribution channels: domestic wholesale and through Company owned
retail stores. The Company designs and sources product to meet the needs of
these distribution channels through a single procurement business unit.
The Company manages its business operations by periodic analysis of business
unit operating results. For this purpose, domestic wholesale, retail, and
procurement are separately identified for management reporting and are
considered business segments. See Note 12 "Segment Reporting" in the Notes to
the Consolidated Financial Statements for additional information about the
Company's business segments.
(c) Narrative Description of Business
Products
The Company designs, sources and markets a broad range of children's clothing
as well as lines of youth wear under the OshKosh(Registered), OshKosh
B'Gosh(Registered), Genuine Girl(Registered), and Genuine Blues(Registered)
labels. The products are distributed primarily through better quality
department and specialty stores, Company owned retail stores, and
foreign retailers.
The children's wear and youth wear business is targeted to reach the middle to
upper middle segment of the sportswear market through the use of innovative
designs, quality fabrics, and classic styling. The Company believes that its
trade name is a valuable asset in the marketing of its apparel, signifying
apparel that is classic in design and of high quality construction. The
Company tradename and trademarks are generally displayed on OshKosh product or
on the hang tags accompanying the product on the retail shelves. Children's
wear is marketed in size ranges from layette/newborn and infant/toddler to
girls 6X and boys 7. Youth wear is in size ranges girls 7 to 16 and boys 8 to
16.
The Company's children's wear and youth wear business includes a broad range
of product categories, which are offered in two main groups: Fashion and
Classics. The Fashion group is organized primarily in a collection format of
seasonal themes, developed by an in-house product development staff. The
products in a collection share a primary design theme which is carried out
through fabric design and the distinctive use of colors, screenprint,
embroidery, and trim applications. These collections are generally presented
as three to five small groups within each merchandising season.
The Company also offers a Classics product line, consisting primarily of
staple denim products with multiple wash treatments and coordinating garments.
This product line is developed to be somewhat less seasonal, with signature
OshKosh B'Gosh classic styling. These styles are available to retail
customers for replenishment throughout the year. Some Classics items are also
designed to serve as a foundation for the Fashion group, with seasonal colors
and styles to complement the Company's Fashion product offering.
Most products are designed by an in-house staff. Product design requires long
lead times, with products generally being designed a year in advance of the
time they actually reach the retail market. While the Company's products are
generally traditional in nature and not intended to be "designer" items, the
Company attempts to incorporate current trends and consumer preferences in its
designs.
In selecting fabric and prints for its products, the Company seeks, where
possible, to obtain exclusive rights to unique fabric designs from its
suppliers in order to provide the Company, for a limited period of time, with
some protection from imitation by competitors.
Raw Materials, Manufacturing, and Sourcing
All raw materials used in the manufacture of Company products are purchased
from unaffiliated suppliers. The Company purchases its raw materials directly
for its owned manufacturing facilities and may also procure and retain
ownership of fabric related to garments cut and assembled by contract
manufacturers. In other circumstances, fabric is procured by the contract
manufacturer directly but in accordance with the Company's specifications. In
2000, approximately 90% of the Company's direct expenditures for raw materials
(fabric) were from its five largest suppliers, with the largest such supplier
accounting for approximately 59% of total raw material expenditures. Fabric
and various non-fabric items such as thread, zippers, rivets, buckles, and
snaps, are purchased from a variety of domestic and foreign sources, based on
quality, pricing, and availability. The fabric and accessory market in which
OshKosh B'Gosh purchases its raw materials is composed of a substantial number
of suppliers with similar products and capabilities, and is characterized by
a high degree of competition. As is customary in its industry, the Company
has no long-term contracts with its suppliers. To date, the Company has
experienced little difficulty in satisfying its requirements for raw
materials, considers its sources of supply to be adequate, and believes that
it would be able to obtain sufficient raw materials should any one of its
product suppliers becomes unavailable.
Product development and administration are primarily coordinated from the
Company's headquarters facility in Oshkosh, WI. The majority of the product
engineering and sample making, allocation of production among plants and
independent contractors, material purchasing, and invoice payments is done
through the Company's Oshkosh headquarters. Substantially all designs and
specifications utilized by independent manufacturers are provided by the
Company.
In 2000, approximately 75% of the Company's product line (excluding footwear)
was sourced from off-shore Company-operated facilities and numerous third
party contractors throughout the world, in accordance with the Company's
specifications. Most domestic sewing production for 2000 took place in the
Company's two Tennessee and two Kentucky plants. However, the Company closed
one Tennessee facility in July 2000 and intends to close the remaining
Tennessee plant in early 2001, leaving two operating plants in Kentucky. Due
in part to changes in import duty regulations under the North American Free
Trade Act and the United States-Caribbean Basin Trade Partnership Act, which
became effective October 1, 2000, the Company has taken an increasingly global
view of its entire manufacturing process. The North American Free Trade Act
and the United States-Caribbean Basin Trade Partnership Act have significantly
reduced the requirements that certain manufacturing processes be performed in
the United States to receive preferential duty treatment. The Company has
expanded its base of contractors outside of the U.S. with expertise in any of
the five major manufacturing functions - cutting fabric, screenprinting,
embroidery, sewing and finishing. These changes are consistent with the
Company's direction over the last several years to review its internal
manufacturing capacity and utilization, close or downsize domestic facilities,
and expand the use of offshore manufacturing capabilities. These offshore
manufacturing capabilities include two company-operated facilities in Mexico
and one in Honduras, as well as unrelated third-party contractors. These
changes are part of the Company's ongoing strategic initiatives to improve its
product cost structure.
The Company has established guidelines for each of its third-party
manufacturers in order to monitor product quality, labor practices, and
financial viability. It also employs agents, based in regional locations
abroad, to monitor compliance with design specifications and quality
standards. The Company believes that its overall global manufacturing strategy
gives the Company maximum flexibility to properly balance the need for timely
shipments, high quality products, and competitive pricing.
While no long-term, formal arrangements exist with its third-party
manufacturers, the Company considers these relationships to be satisfactory.
The Company believes it could, over a period of time, obtain adequate
alternative production capacity if any of its independent manufacturers become
unavailable. As part of the Company's product sourcing strategy, it routinely
contracts for apparel products produced by contractors in Asia, Mexico and
Central America. If financial, political or other related difficulties were
to adversely impact the Company's contractors in these regions, it could
disrupt the supply of products contracted for by the Company. A sustained
disruption of such sources of supply could, particularly on a short-term
basis, have an adverse impact on the Company's operations.
Because higher quality apparel manufacturing is generally labor intensive
(sewing, pressing, finishing and quality control), the Company has continually
sought to take advantage of time saving technical advances in areas like
computer-assisted design, computer-controlled fabric cutting, computer
evaluation and matching of fabric colors, automated sewing processes, and
computer-assisted inventory control and shipping. In order to realize
economies of operation within the domestic production facilities, cutting
operations are located in one of the Company's domestic plants, with all
domestic product washing, pressing, and finishing done in one facility in
Tennessee and all screenprint and embroidery done in one facility in Kentucky.
Quality control inspections of both semi-finished and finished products are
required at each plant, including those of independent manufacturers, to
assure compliance.
Customer orders for Fashion products are booked from three to six months in
advance of shipping. Because most Company production of styled products is
scheduled to fill orders already booked, the Company believes that it is
better able to plan its production and delivery schedules than would be the
case if production were in advance of actual orders. In order to secure
necessary fabrics on a timely basis and to obtain manufacturing capacity from
independent suppliers, the Company must make substantial advance commitments,
sometimes as much as five to seven months prior to receipt of customer orders.
Inventory levels therefore depend on Company judgment of market demand.
Sales and Marketing
In order to meet the diverse needs of its broad customer base, the Company
uses a wide variety of distribution channels to market its products. Wholesale
distribution is made primarily through better quality department and specialty
stores, although sales are also made through direct mail catalog companies,
foreign retailers, and other outlets. In 2000, the Company's products were
sold to approximately 900 wholesale customers (approximately 5800 stores)
throughout the United States, and a sizable number of international accounts.
Product sales to better quality department and specialty stores are made
primarily by the Company's sales force. In addition to the central sales
office in Oshkosh, the Company maintains a sales office in New York. A
portion of the Company's sales force is assigned specific large national
accounts, while others are assigned to defined geographic territories. In
sparsely populated areas and new markets, manufacturer's representatives
represent the Company on a non-exclusive basis.
In addition to its wholesale activities, OshKosh B'Gosh products are also sold
through 137 Company-owned domestic retail stores, operating under three
formats: factory outlet stores, showcase stores, and strip mall stores. The
Company operates 129 domestic factory outlet stores, which carry a large
selection of first quality Company branded apparel at a discount to
conventional retail prices. The factory outlet stores also provide a means of
distributing excess and out-of-season product, reducing the amount of such
product sold to discounters at excessively low prices. The three showcase
stores are full service stores featuring a complete line of OshKosh B'Gosh
product in a signature environment designed to convey the total OshKosh image
and build brand recognition among customers. The stores are also used to test
new styles and merchandising strategies. The Company also began testing a new
strip center retail prototype by opening two strip mall stores in 1999 and an
additional three strip mall stores in 2000. These strip mall stores feature a
large selection of OshKosh B'Gosh products that are consistently value priced.
In late 1999, the Company launched an e-commerce site (oshkoshbgosh.com),
offering a comprehensive collection of the Company's current product at
pricing comparable to its outlet stores.
The Company's broad distribution base insulates the Company from reliance on
any one customer. The Company's largest wholesale customer, Kids "R" Us,
accounted for 13% of the Company's 2000 sales, while the Company's largest ten
and largest 100 customers accounted for approximately 45.6% and 53.1% of 2000
sales, respectively.
Domestic marketing programs are aimed at both the Company's retail accounts
and ultimate consumers, with a main goal of increasing overall brand
awareness. A national marketing program includes advertising in both consumer
and trade publications, local cooperative advertising, promotions, and in-
store merchandising.
The Company is partnering with department store customers to enhance brand
presentation and availability of the OshKosh B'Gosh brand through the creation
of "showcase" environments. The showcase environment is a focused
merchandising strategy that creates a high impact retail presentation of the
OshKosh brand. By the use of custom fixtures, comprehensive in-store
merchandising support, focused advertising, and promotions, the Company, along
with its key customers, is able to communicate a powerful and consistent brand
presence to the consumer.
International Licensing and Distribution
The Company's products are distributed worldwide through approximately 32
licensees and distributors in over 50 countries. Licensing and distribution
agreements allow the Company to develop international markets without the need
to maintain a capital commitment in localized warehousing, offices, personnel,
and inventory.
The Company provides design assistance to its licensees to ensure products are
appropriate to each foreign market and consistent with the Company's brand
image. The licensees and distributors either purchase fabric or finished
product directly from the Company, manufacture their own product, or contract
the production of the product from third-party manufacturers. Each licensee
and distributor is responsible for the marketing and distribution of specific
product categories within defined regions specified in the licensing or
distribution agreement. Distribution must be through marketing channels
consistent with the Company's domestic operations and as approved by the
Company. The Company also provides advertising guidelines and support in the
development of localized marketing programs.
Trademarks
The Company utilizes the OshKosh(Registered), OshKosh B'Gosh(Registered),
Genuine Girl(Registered), or Genuine Blues(Registered) trademarks on most of
its products. Other significant trademarks include a white triangular patch on
the back of bib garments and the Genuine Article(Registered). The Company
currently has approximately 38 trademark registrations and seven pending
trademark applications in the United States and has trademark registrations
in approximately 115 countries outside the U.S. These trademarks and universal
awareness of the OshKosh B'Gosh name are significant in marketing the
products. Therefore, it is the Company's policy to vigorously defend its
trademarks against infringement under the laws of the U.S. and other
countries. The Company is not aware of any material infringing uses.
Seasonality
Products are designed and marketed primarily for three principal selling
seasons:
RETAIL PRIMARY
SALES SEASON BOOKING PERIOD SHIPPING PERIOD
Spring/Summer August-September January-May
Fall/Back-to-School January-February June-August
Winter/Holiday April-May September-December
The Company's business is increasingly seasonal, with highest sales and income
in the third quarter, which is the Company's peak wholesale shipping period
and a major retail selling season at its retail stores. The Company's second
quarter sales and income are the lowest because of both relatively low
domestic wholesale unit shipments and relatively modest retail store sales
during this period. The Company anticipates this seasonality trend to
continue to impact 2001 quarterly sales and income.
Working Capital
Working capital needs are affected primarily by inventory levels, outstanding
accounts receivable, and trade payables. The Company's unsecured credit
agreement with a number of banks, as amended, provides for a five year $60
million term loan for the repurchase of shares of its common stock, and a $75
million revolving credit facility available for general corporate purposes,
including cash borrowings and issuances of letters of credit. The remaining
availability on the $60 million term loan will expire March 31, 2001. The
revolving credit facility expires November 3, 2002. There were no outstanding
borrowings against the revolving credit arrangement at December 30, 2000, with
$44 million outstanding on the term loan.
Inventory levels are affected by order backlog and anticipated sales.
Accounts receivable are affected by payment terms offered. It is general
practice in the apparel industry to offer payment terms of ten to sixty days
from date of shipment. The Company generally offers net 30 days terms only.
The Company believes that its working capital requirements and financing
resources are comparable with those of other major, financially sound, like
sized apparel companies.
Backlog
The dollar amount of the backlog of orders believed to be firm as of the end
of the Company's fiscal year and as of the preceding fiscal year end is not
material for an understanding of the business of the Company taken as a whole.
Competitive Conditions
The apparel industry is highly competitive and consists of a number of
domestic and foreign companies. Some competitors have assets and sales
greater than those of the Company. In addition, the Company competes with a
number of firms that produce and distribute only a limited number of products
similar to those sold by the Company, or sell only in certain geographic areas
being supplied by the Company.
A characteristic of the apparel industry is the requirement that a marketer
recognize fashion trends and adequately provide products to meet such trends.
Competition within the apparel industry is generally in terms of quality,
price, service, style, and with respect to branded product lines, consumer
recognition, and to a lesser extent on the basis of service and price. The
Company is focusing attention on the issues of price and service, and has
taken, and will continue to take, steps to reduce costs, become more
competitive in the eyes of value conscious consumers, and deliver the service
expected by its customers.
The Company's share of the overall children's wear market is quite small.
This is due to the diverse structure of the market where there is no truly
dominant producer of children's garments across all size ranges and garment
types. The Company believes that in its primary channel of distribution,
department and specialty stores, it holds the largest share of the branded
children's wear market.
Environmental Matters
The Company's compliance with Federal, State, and local environmental laws and
regulations in recent years had no material effect upon its capital
expenditures, earnings, or competitive position. The Company does not
anticipate any material capital expenditures for environmental control in
either the current or succeeding fiscal years.
Employees
At December 30, 2000, the Company employed approximately 5,100 persons.
Approximately 14% of the Company's personnel are covered by collective
bargaining agreements with the United Food and Commercial Workers Union.
ITEM 2. PROPERTIES
Approximate
Floor Area in
Location Square Feet Principal Use
Albany, KY 20,000 Manufacturing
Byrdstown, TN (5) 32,000 Manufacturing
Celina, TN 38,250 Laundering/Pressing
Choloma, Honduras (2) 47,000 Manufacturing
Gainesboro, TN 61,000 Sample Production/Distribution
Liberty, KY 218,000 Manufacturing/Warehousing
New York City, NY (1) 18,255 Sales Offices/Showroom
Oshkosh, WI 99,000 Exec. & Operating Offices
Oshkosh, WI 128,000 Vacant
Uman, Mexico (3) 134,000 Manufacturing
Merida, Mexico (4) 29,000 Manufacturing
White House, TN 284,000 Distribution/Warehousing
All properties are owned by the Company with the exception of:
(1) Lease expiration date--2007, (2) Lease expiration date--2001, (3) Lease
expiration date--2006, (4) Lease expiration date--2006, (5) To be closed in
March 2001.
The Company believes that its properties are well maintained and its
manufacturing equipment is in good operating condition and adequate for
current production. The Company's retail stores occupy leased premises, with
lease terms generally in the range of 5 - 7 years. These leasehold interests
are generally well suited for the Company's retail operations. For information
regarding the terms of the leases and rental payments thereunder, refer to
Note 6 to the consolidated financial statements of this Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various claims and lawsuits incidental to its
business. In the opinion of management, these claims and lawsuits will not
have a material adverse effect on the Company's financial position or results
of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Quarterly Common Stock Data
2000 1999
Stock price Dividends Stock price Dividends
High Low per share High Low Per share
Class A
Common Stock
1st $19-27/32 $15-1/2 $0.05 $20-1/4 $14-15/16 $0.05
2nd 19-1/2 13-15/16 0.05 22-3/4 17-1/8 0.05
3rd 16-5/8 13-11/16 0.05 20-7/8 14-1/4 0.05
4th 20-3/8 14-1/16 0.05 22-3/8 18-7/8 0.05
Class B
Common Stock
1st - - $0.0425 - - $0.0425
2nd - - 0.0425 - - 0.0425
3rd - - 0.0425 - - 0.0425
4th - - 0.0425 - - 0.0425
The Company's Class A common stock trades on the Over-The-Counter market and
is quoted on NASDAQ under the symbol GOSHA. The table reflects the "last"
price quotation on the NASDAQ National Market System and does not reflect
mark-ups, mark-downs, or commissions and may not represent actual
transactions. The Company's Class B common stock is not publicly traded.
As of February 28, 2001, there were approximately 4550 Class A common stock
beneficial owners and shareholders of record and 123 Class B common stock
shareholders of record.
ITEM 6. SELECTED FINANCIAL DATA
Financial Highlights
(Dollars in thousands, except per share amounts)
Year Ended
December 30, January 1, January 2, December 31, December 31,
2000 2000 1999 1997 1996
Financial results
Net sales $ 453,062 $ 429,786 $423,232 $ 395,196 $444,766
Net income 32,217 32,448 29,335 22,558 1,119
Return on sales 7.1% 7.5% 6.9% 5.7% 0.3%
Financial condition
Working capital $ 54,601 $ 27,342 $ 76,876 $ 82,762 $104,641
Total assets 158,256 129,699 162,568 174,788 196,033
Long term debt
(including current
portion) 44,000 44,000 -- -- --
Shareholders'equity 44,473 23,439 103,017 113,157 138,077
Data per common share
Net income
Basic $ 2.61 $ 2.01 $ 1.54 $ 1.02 $ .05
Diluted 2.58 1.99 1.52 1.02 .05
Cash dividends
declared
Class A .20 .20 .17 .14 .14
Class B .17 .17 .145 .12 .12
Shareholders'equity 3.65 1.86 5.75 5.74 5.86
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected Company
income statement data expressed as a percentage of net sales.
As a Percentage of Net Sales
for the Year Ended
December 30, January 1, January 2,
2000 2000 1999
Net sales 100.0% 100.0% 100.0%
Cost of products sold 58.0% 58.1% 60.9%
Gross profit 42.0% 41.9% 39.1%
Selling, general and administrative expenses 31.6% 31.2% 29.5%
Royalty income, net (1.8%) (1.7%) (2.0%)
Operating income 12.2% 12.4% 11.6%
Other income (expense) - net (.6%) (0.1%) 0.1%
Income before income taxes 11.6% 12.3% 11.7%
Income taxes 4.5% 4.8% 4.8%
Net income 7.1% 7.5% 6.9%
2000 COMPARED TO 1999
Net Sales
Net sales in 2000 were $453.1 million, a $23.3 million (5.4%) increase over
1999 net sales of $429.8 million. A summary of the Company's net sales for
the years ended December 30, 2000 and January 1, 2000 follows:
Net Sales
(in millions)
Domestic
Wholesale Retail International Total
2000 $ 216.0 $ 230.8 $ 6.3 $ 453.1
1999 212.3 210.4 7.1 429.8
Increase (decrease) $ 3.7 $ 20.4 $ (.8) $ 23.3
Percent increase (decrease) 1.7% 9.7% (11.3%) 5.4%
The Company's 2000 domestic wholesale unit shipments were approximately 9.0%
higher than in 1999. This increase in unit shipments resulted from a
combination of a higher level of closeout merchandise sold during the year and
an earlier start to the Company's shipment of Spring 2001 season fashion
merchandise (which increased December 2000 unit shipments). The wholesale
sales dollar increase of 1.7% was significantly lower than the 9.0% unit
increase as a result of a combination of slightly lower average unit selling
prices, higher customer sales allowances, and the higher level of "closeout"
unit sales.
During 2000, the Company made the strategic decisions to license its
children's outerwear and footwear businesses (beginning with the Fall 2001
season). 2000 wholesale sales of outerwear and footwear, which will not
reoccur in 2001, were approximately $10 million.
The Company currently anticipates children's apparel (excluding outerwear)
wholesale unit shipments and net sales dollars for 2001 to be up approximately
2-5% as compared to 2000.
The Company's 2000 increased retail sales resulted from a combination of a
1.7% comparable store sales gain and sales volume from newly opened stores.
During 2000, the Company opened ten factory outlet stores, closed five
factory outlet stores, and closed one showcase store. The Company also
continued testing a new store concept by opening three strip mall stores in
2000. At December 30, 2000, the Company operated 137 domestic OshKosh B'Gosh
retail stores, including 129 factory outlet stores, three showcase stores and
five strip mall stores.
Current Company plans for 2001 call for the addition of approximately six new
OshKosh B'Gosh factory outlet stores and the closing of two factory outlet
stores. For 2001, the Company currently anticipates low single digit
comparable store sales gains.
Gross Profit
The Company's gross profit margin as a percentage of net sales was 42.0% in
2000 compared with 41.9% in 1999. Substantially all of the Company's
inventories are stated at the lower of cost or market using the last-in,
first-out (LIFO) basis. As a result of a substantial reduction of the
Company's inventory levels at January 1, 2000, the 1999 gross profit margin
was favorably impacted by an approximate $2.2 million benefit related to the
liquidation of certain LIFO layers. No such benefit occured in 2000 and the
Company does not currently anticipate further significant liquidation of LIFO
layers in the foreseeable future.
Excluding the $2.2 million LIFO benefit, the 1999 gross profit margin as a
percent of sales was 41.4%. The 2000 gross profit margin improvement was due
primarily to continued implementation and execution of the Company's global
sourcing strategy. During 2000, approximately 75% of units sourced were from
off-shore venues as compared to 64% in 1999. The Company's current 2001
sourcing plan indicates that approximately 90% of units will be sourced
outside of the United States. The Company currently anticipates modest
improvement in its gross profit margin as a percent of sales in 2001.
Selling, General and Administrative Expenses (S,G&A)
The Company's S,G&A expenses for 2000 of $143.0 million were $9.0 million over
1999 S,G&A expenses of $134.0 million. As a percent of net sales, S,G&A
expenses were 31.6% in 2000 as compared to 31.2% in 1999. The primary reasons
for these increased expenses relate to a combination of continued expansion of
the Company's retail operations, higher product distribution expenses
associated with the Company's transition to an updated distribution system and
related processes, and expansion of the Company's brand enhancing activities.
Royalty Income
The Company licenses the use of its trade name to selected licensees in the
U.S. and in foreign countries. The Company's net royalty income was $8.3
million in 2000, a $.9 million increase compared to 1999 net royalty income of
$7.4 million. Royalty income from domestic licensees was approximately $2.9
million in 2000 as compared to $2.3 million in 1999. Royalty income from
foreign licensees was approximately $5.4 million in 2000 as compared to $5.1
million in 1999.
As a result of the Company's decisions to license its outerwear and footwear
businesses for 2001, domestic royalty income is currently anticipated to
increase approximately 30-35% in 2001. International royalty income is
currently planned to be up moderately.
Operating Income
As a result of the factors described above, the Company's 2000 operating
income improved to $55.7 million. This represents a 3.8% increase over 1999
operating income of $53.7 million.
Other Income (Expense) -Net
The Company's 2000 net other income (expense) was a $2.9 million expense
compared to $.5 million expense in 1999. Interest expense increased by
approximately $3.7 million in 2000 as a result of borrowings to help finance
the Company's Dutch Auction tender offer in November, 1999 and subsequent open
market stock repurchase transactions along with higher seasonal borrowings for
working capital requirements. During 2000, the Company also recognized a gain
on the sale of a previously closed manufacturing facility of approximately
$1.1 million.
Income Taxes
The Company's 2000 and 1999 effective income tax rates were approximately
39.0%. The Company currently anticipates an effective income tax rate of
approximately 38.4% for 2001. This anticipated reduction is due primarily to
the implementation of certain planned income taxation strategies.
Net Income
Net income for the year ended December 30, 2000 of $32.2 million represented a
$.2 million (.7%) decrease from net income for the year ended January 1, 2000
of $32.4 million. The Company's ongoing stock repurchase programs and Dutch
Auction tender offer resulted in a significant reduction in its weighted-
average diluted shares outstanding during 2000. This decrease resulted in a
29.6% increase in diluted earnings per share for 2000 of $2.58 as compared to
$1.99 in 1999.
1999 COMPARED TO 1998
Net Sales
Net sales in 1999 were $429.8 million, a $6.6 million (1.5%) increase over
1998 net sales of $423.2 million. A summary of the Company's net sales for
the years ended January 1, 2000 and January 2, 1999 follows:
Net Sales
(in millions)
Domestic
Wholesale Retail International Total
1999 $ 212.3 $ 210.4 $ 7.1 $ 429.8
1998 226.1 191.4 5.7 423.2
Increase (decrease) $ (13.8) $ 19.0 $ 1.4 $ 6.6
Percent increase (decrease) (6.1%) 9.9% 24.6% 1.5%
The Company's 1999 domestic wholesale unit shipments were down approximately
0.3% compared to 1998. The decrease in unit shipments resulted from a
combination of less closeout merchandise sold during the year and lower demand
for the Company's classics product offering. The decrease in wholesale sales
dollars resulted from a combination of lower average selling prices, increased
promotional programs, and product mix (a higher mix of lighter weight, lower
unit cost garments).
The Company's 1999 increased retail sales resulted from a combination of a
4.5% comparable store sales gain and sales volume from newly opened stores.
During 1999, the Company opened 11 factory outlet stores, closed 4 factory
outlet stores, and closed 1 showcase store. The Company also began testing a
new store concept by opening 2 strip mall stores in 1999. At January 1, 2000,
the Company operated 130 domestic OshKosh B'Gosh retail stores, including 124
factory outlet stores, 4 showcase stores and 2 strip mall stores.
Gross Profit
The Company's gross profit margin as a percentage of net sales increased to
41.9% in 1999 compared with 39.1% in 1998. This gross profit margin
improvement was due primarily to continued implementation and execution of the
Company's global sourcing strategy, operating efficiencies at the Company's
domestic sewing facilities, the Company's ongoing focus on product design and
development activities, and the favorable impact of liquidation of certain
LIFO inventory layers. During 1999, approximately 64% of units sourced were
from off-shore venues as compared to 58% in 1998.
Substantially all of the Company's inventories are stated at the lower of cost
or market using the LIFO basis. As a result of a substantial reduction of the
Company's inventory levels at January 1, 2000, the 1999 gross profit margin
was favorably impacted by an approximate $2.2 million benefit related to the
liquidation of certain LIFO layers. This compares with an approximate $.6
million benefit in 1998.
Selling, General and Administrative Expenses (S,G&A)
The Company's S,G&A expenses for 1999 of $134.0 million were $9.2 million over
1998 S,G&A expenses of $124.8 million. As a percent of net sales, S,G&A
expenses were 31.2% in 1999 as compared to 29.5% in 1998. The primary reasons
for these increased expenses relate to a combination of continued expansion of
the Company's retail operations, costs associated with the Company's
transition to an updated product distribution system and related processes,
and expansion of the Company's brand enhancing activities.
Royalty Income
The Company licenses the use of its trade name to selected licensees in the
U.S. and in foreign countries. The Company's net royalty income was $7.4
million in 1999, a $.8 million decrease compared to 1998 net royalty income of
$8.2 million. Royalty income from domestic licensees was approximately $2.3
million in 1999 as compared to $2.8 million in 1998 and reflects the Company's
decision not to renew its domestic outerwear license (which expired in May,
1998). Royalty income from foreign licensees was approximately $5.1 million
in 1999 as compared to $5.4 million in 1998. The Company's 1999 foreign
licensee royalty income was negatively impacted by adverse economic conditions
in Latin America and the Company's decision not to renew the Japanese license
agreement (which ended in March, 1998).
Operating Income
As a result of the factors described above, the Company's 1999 operating
income improved to $53.7 million. This represents a 9.7% increase over 1998
operating income of $48.9 million.
Other Income (Expense) -Net
The Company's 1999 net other income (expense) was a $.5 million expense
compared to $.4 million income in 1998. Interest expense increased by
approximately $1.1 million in 1999 as a result of borrowings to help finance
the Company's Dutch Auction tender offer in November, 1999 and other stock
repurchase transactions.
Income Taxes
The Company's 1999 effective income tax rate was approximately 39.0% as
compared to approximately 40.5% in 1998. The rate reduction in 1999 compared
to 1998 is due primarily to the implementation of certain income taxation
strategies.
Net Income
Net income for the year ended January 1, 2000 of $32.4 million represented a
$3.1 million (10.6%) increase over net income for the year ended January 2,
1999 of $29.3 million. The Company's ongoing stock repurchase programs and
Dutch Auction tender offer resulted in a significant reduction in its
weighted-average diluted shares outstanding during 1999. This decrease,
combined with the 10.6% increase in net income, resulted in a 30.9% increase
in diluted earnings per share for 1999 of $1.99 as compared to $1.52 in 1998.
SEASONALITY OF BUSINESS
The Company's business is increasingly seasonal, with highest sales and income
in the third quarter, which is the Company's peak wholesale shipping period
and a major retail selling season at its retail stores. The Company's second
quarter sales and income are the lowest both because of relatively low
domestic wholesale unit shipments and relatively modest retail store sales
during this period. The Company anticipates this seasonality trend to
continue to impact 2001 quarterly sales and income.
FINANCIAL POSITION, CAPITAL RESOURCES AND LIQUIDITY
At December 30, 2000, the Company's cash, cash equivalents, and investments
were $20.4 million, compared to $9.6 million at the end of 1999. This
increase is attributable to cash generated from operations offset in part by
the Company's stock repurchases. Net working capital at December 30, 2000 was
$54.6 million compared to $27.3 million at January 1, 2000, and $76.9 million
at January 2, 1999. Accounts receivable at December 30, 2000 were $30.2
million compared to $16.5 million at January 1, 2000. The increase in
accounts receivable is attributable to increased wholesale shipments in the
fourth quarter of 2000. Inventories at December 30, 2000 were $53.2 million,
compared to $48.5 million at the end of 1999. Management believes that
December 30, 2000 inventory levels are generally appropriate for anticipated
2001 business activities. The increase in working capital is attributable to
increases in cash and cash equivalents, accounts receivable and inventories,
and a reduced current portion of long term debt due to the amended maturity
schedule.
Cash provided by operations amounted to approximately $28.6 million in 2000,
compared to $70.6 million in 1999 and $42.8 million in 1998. The decrease in
cash provided by operating activities in 2000 compared to 1999 is primarily
attributable to increased accounts receivable and inventory levels. The
increase in cash provided by operating activities in 1999 over 1998 is
primarily attributable to reduced accounts receivable and inventory levels.
Cash used in investing activities totaled $6.0 million in 2000, compared to
$6.2 million in 1999, and $2.2 million in 1998. Capital expenditures were
$8.6 million in 2000, compared with $7.1 million in 1999, and $11.4 million in
1998, and are currently budgeted at $9.0 million for 2001. Capital
expenditures in 2000 and 1999 related primarily to retail store expansions and
remodeling. Depreciation and amortization are currently budgeted at $8.0
million for 2001.
Cash used in financing activities totaled $11.8 million in 2000, compared to
$69.7 million in 1999, and $40.0 million in 1998. The Company's primary
financing activities consisted of stock repurchase transactions, dividends,
and borrowings under the Company's credit agreement in 1999.
On December 6, 1999, the Company's Board of Directors authorized a repurchase
program for up to 1.5 million shares of its Class A common stock. On December
11, 2000, the Company's Board of Directors authorized an addition of 1.0
million shares to this repurchase program. During 2000 and 1999, the Company
repurchased 585,200 and 253,900 shares, respectively, of its Class A common
stock under this program for approximately $10.2 million and $4.8 million,
respectively.
For all of 1999, the Company repurchased a total of 5,446,642 shares of its
Class A common stock and 6,805 shares of its Class B common stock under its
current and prior repurchase programs and Dutch Auction tender offer for
approximately $110.4 million.
During 1998, the Company repurchased 1,888,500 shares of its Class A common
stock for approximately $37.6 million.
Dividends on the Company's Class A and Class B common stock totaled $.20 per
share and $.17 per share, respectively, in 2000 and 1999 and $.17 per share
and $.145 per share, respectively, in 1998.
The Company's unsecured credit agreement, as amended, with a number of banks
provides for a $60 million term loan for the repurchase of shares of its
common stock through March 31, 2001 and a $75 million revolving credit
facility available for general corporate purposes, including cash borrowings
and issuances of letters of credit. The revolving credit facility expires
November 3, 2002.
There were no outstanding borrowings against the revolving credit arrangement
at December 30, 2000, with $44 million outstanding on the term loan. The
Company believes that these credit facilities, along with cash generated from
operations, will be sufficient to finance the Company's seasonal working
capital needs as well as its capital expenditures, required payments on long
term debt, and business development needs.
FORWARD-LOOKING STATEMENTS
This report contains certain "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, including statements
regarding future unit shipments, future sales, planned store expansions and
store closings, future comparable store net sales, future inventory levels and
valuation implications, future growth in royalty income, future effective
income tax rate, planned capital expenditures and depreciation and
amortization expenses, and future cash needs. In addition, from time to time,
the Company may issue press releases and other written communications, and
representatives of the Company may make oral statements which contain forward-
looking information. Except for historical information, matters discussed in
such oral and written communications, including this report, are forward-
looking statements. Such forward-looking statements are based on current
assumptions and expectations that involve risks and uncertainties. Actual
results may differ materially.
The Company's future results of operations and financial position can be
influenced by such factors as the level of consumer spending for apparel,
particularly in the children's wear segment, overall consumer acceptance of
the Company's product styling, the financial strength of the retail industry,
including, but not limited to, business conditions and the general economy,
natural disasters, competitive factors, risk of non-payment of accounts
receivable, the unanticipated loss of a major customer, failure of Company
suppliers to timely deliver needed raw materials, as well as risk associated
with foreign operations. In addition, the inability to ship Company products
within agreed timeframes due to unanticipated manufacturing and/or
distribution system delays or the failure of Company contractors to deliver
products within scheduled timeframes are risk factors in ongoing business. As
a part of the Company's product sourcing strategy, it routinely contracts for
apparel products produced by contractors in Asia, Mexico and Central America.
If financial, political or other related difficulties were to adversely
impact the Company's contractors in these regions, it could disrupt the supply
of products contracted for by the Company.
The forward-looking statements included herein are only made as of the date of
this report. The Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The credit agreement entered into by the Company in November, 1999, as
amended, provides for $60 million to finance repurchases of the Company's
common stock and a $75 million revolving credit facility available for general
corporate purposes. Borrowings under this agreement bear interest at a
variable rate, based on the London Interbank Offered Rates. Accordingly, the
Company is affected by interest rate changes on its long-term debt.
Management monitors this risk by carefully analyzing the short-term rates on
its long-term debt portfolio and comparable long-term interest rates. The
Company does not presently hedge its interest rate risk. With respect to this
debt, a 1% change in interest rates would not have a material impact on the
Company's interest expense for fiscal 2001.
Foreign Currency Risk
The Company contracts for the manufacture of apparel with contractors in Asia,
Central America, and Mexico. While these contracts are stated in terms of
U.S. dollars, there can be no assurance that the cost for the production of
the Company's products will not be affected by exchange fluctuations between
the United States and the local currencies of these contractors. Due to the
number of currencies involved, the Company cannot quantify the potential
impact of future currency fluctuations on net income in future years. The
Company does not hedge its exchange rate risk.
Inflation Risk
The Company manages its inflation risks by ongoing review of product selling
prices and production costs. Management does not believe that inflation risks
are material to the Company's business, its consolidated financial position,
results of operations, or cash flows.
Investment Risk
The Company does not believe it has material exposure to market risk with
respect to any of its investments; the Company does not utilize market rate
sensitive instruments for trading or other purposes. For information
regarding the Company's investments, refer to the Cash equivalents and
Investments portion of Note 1 to the consolidated financial statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
Report of Independent Auditors 14
Consolidated Balance Sheets - December 30, 2000 and January 1, 2000 15
Consolidated Statements of Income - years ended December 30, 2000,
January 1, 2000, and January 2, 1999 16
Consolidated Statements of Changes in Shareholders' Equity - years
ended December 30, 2000, January 1, 2000, and January 2, 1999 17
Consolidated Statements of Cash Flows - years ended December 30, 2000,
January 1, 2000 and January 2, 1999 18
Notes to Consolidated Financial Statements 19
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors
OshKosh B'Gosh, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of OshKosh
B'Gosh, Inc. and subsidiaries (the Company) as of December 30, 2000 and
January 1, 2000 and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 30, 2000. Our audits also included the financial statement
schedule listed in the Index at Item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company at December 30, 2000 and January 1, 2000, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 30, 2000, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
January 26, 2001
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
December 30, 2000 January 1, 2000
ASSETS
Current assets
Cash and cash equivalents $ 19,839 $ 9,093
Investments 511 511
Accounts receivable, less allowances
of $5,510 in 2000 and $3,790 in 1999 30,166 16,514
Inventories 53,185 48,495
Prepaid expenses and other
current assets 1,882 774
Deferred income taxes 13,800 14,200
Total current assets 119,383 89,587
Property, plant and equipment, net 32,285 31,648
Deferred income taxes 4,950 5,400
Other assets 1,638 3,064
Total assets $ 158,256 $ 129,699
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $ 10,000 $ 15,000
Accounts payable 14,840 10,269
Accrued liabilities 39,942 36,976
Total current liabilities 64,782 62,245
Long-term debt 34,000 29,000
Employee benefit plan liabilities 15,001 15,015
Commitments -- --
Shareholders' equity
Preferred stock, par value $.01 per
share:
Authorized-1,000,000 shares;
Issued and outstanding-None -- --
Common stock, par value $.01 per share:
Class A, authorized-30,000,000
shares;
Issued and outstanding- 9,943,762
shares in 2000, 10,361,189
shares in 1999 99 104
Class B, authorized-3,750,000 shares;
Issued and outstanding- 2,228,707
shares in 2000, 2,240,605
shares in 1999 22 23
Retained earnings 45,054 23,312
Unearned compensation under restricted
stock plan (702) --
Total shareholders' equity 44,473 23,439
Total liabilities and shareholders'
equity $ 158,256 $ 129,699
See notes to consolidated financial statements.
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
For the Year Ended
December 30, January 1, January 2,
2000 2000 1999
Net sales $ 453,062 $ 429,786 $ 423,232
Cost of products sold 262,638 249,592 257,700
Gross profit 190,424 180,194 165,532
Selling, general and administrative
expenses 143,012 133,977 124,798
Royalty income, net (8,257) (7,435) (8,186)
Operating income 55,669 53,652 48,920
Other income (expense):
Interest expense (5,148) (1,469) (399)
Interest income 946 1,092 871
Miscellaneous 1,326 (88) (67)
Other income (expense) - net (2,876) (465) 405
Income before income taxes 52,793 53,187 49,325
Income taxes 20,576 20,739 19,990
Net income $ 32,217 $ 32,448 $ 29,335
Net income per common share
Basic $ 2.61 $ 2.01 $ 1.54
Diluted 2.58 1.99 1.52
See notes to consolidated financial statements.
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders' Equity
(Dollars and shares in thousands, except per share amounts)
Unearned
Common Stock Additional Compensation
Class A Class B Paid-In Retained Under Restricted
Shares Amount Shares Amount Capital Earnings Stock Plan
Balance -
December 31, 1997 17,346 $173 2,364 $24 $ -- $112,960 $ --
Net income -- -- -- -- -- 29,335 --
Dividends
-Class A ($.17
per share) -- -- -- -- -- (2,850) --
-Class B ($.145
per share) -- -- -- -- -- (337) --
Conversions of
common shares 104 1 (104) (1) -- -- --
Stock options
exercised 110 1 -- -- 779 -- --
Income tax benefit
from stock
options exercised (2) -- -- -- 550 -- --
Repurchase and
retirement of common
shares, net (1,889) (18) -- -- (1,329) (36,271) --
Balance -
January 2, 1999 15,669 157 2,260 23 -- 102,837 --
Net income -- -- -- -- -- 32,448 --
Dividends
-Class A ($.20
per share) -- -- -- -- -- (2,730) --
-Class B ($.17
per share) -- -- -- -- -- (383) --
Conversions of
common shares 13 -- (13) -- -- -- --
Stock options
exercised 126 1 -- -- 812 -- --
Income tax benefit
from stock
options exercised -- -- -- -- 650 -- --
Repurchase and
retirement of
common shares,
net (5,447) (54) (6) -- (1,462) (108,860) --
Balance -
January 1, 2000 10,361 104 2,241 23 -- 23,312 --
Net income -- -- -- -- -- 32,217 --
Dividends
-Class A ($.20
per share) -- -- -- -- -- (2,016) --
- Class B ($.17
per share) -- -- -- -- -- (381) --
Conversions of
common shares 12 1 (12) (1) -- -- --
Stock options
exercised 101 -- -- -- 767 -- --
Income tax benefit
from stock
options exercised -- -- -- -- 432 -- --
Award of restricted
stock 55 -- -- -- 935 -- (935)
Compensation earned
under restricted
stock plan -- -- -- -- -- -- 233
Repurchase and
retirement of
common shares, net (585) (6) -- -- (2,134) (8,078) --
Balance -
December 30, 2000 9,944 $ 99 2,229 $22 $ -- $ 45,054 $ (702)
See notes to consolidated financial statements.
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
For the Year Ended
December 30, January 1, January 2,
2000 2000 1999
Cash flows from operating activities
Net income $ 32,217 $ 32,448 $ 29,335
Adjustments to reconcile net income
to net
Cash provided by operating activities:
Depreciation 7,154 7,093 8,776
Amortization 834 965 630
(Gain) loss on disposal of assets (1,195) 96 160
Deferred income taxes 850 2,000 (300)
Compensation earned under restricted
stock plan 233 -- --
Income tax benefit from stock option
exercises 432 650 550
Benefit plan expense, net of
contributions (14) 2,550 (880)
Changes in operating assets and
liabilities:
Accounts receivable (13,652) 7,494 (730)
Inventories (4,690) 17,089 2,642
Prepaid expenses and other
current assets (1,108) 88 403
Accounts payable 4,571 2,631 (2,635)
Accrued liabilities 2,966 (2,472) 4,840
Net cash provided by operating activities 28,598 70,632 42,791
Cash flows from investing activities
Additions to property, plant and
equipment (8,550) (7,148) (11,420)
Proceeds from disposal of assets 1,954 691 3,054
Sale of investments, net -- 1,989 6,200
Changes in other assets 592 (1,703) (71)
Net cash used in investing activities (6,004) (6,171) (2,237)
Cash flows from financing activities
Principal from long-term borrowings -- 44,000 --
Dividends paid (2,397) (3,113) (3,187)
Net proceeds from issuance of
common shares 767 813 780
Repurchase of common shares (10,218) (110,376) (37,618)
Other -- (1,000) --
Net cash used in financing activities (11,848) (69,676) (40,025)
Net increase (decrease) in cash and
cash equivalents 10,746 (5,215) 529
Cash and cash equivalents at beginning
of year 9,093 14,308 13,779
Cash and cash equivalents at end of year $ 19,839 $ 9,093 $ 14,308
Supplementary disclosures
Cash paid for interest $ 4,105 $ 512 $ 224
Cash paid for income taxes $ 16,630 $ 19,182 $ 20,112
See notes to consolidated financial statements.
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Business
OshKosh B'Gosh, Inc. and its wholly-owned subsidiaries (the Company)
are engaged primarily in the design, sourcing, and marketing of
apparel to wholesale customers and through Company owned retail
stores.
Principles of consolidation
The consolidated financial statements include the accounts of all
wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Cash equivalents
Cash equivalents consist of highly liquid debt instruments such as
money market accounts and commercial paper with original maturities
of three months or less. The Company's policy is to invest cash in
conservative instruments as part of its cash management program and
to evaluate the credit exposure of any investment. Cash equivalents
are stated at cost, which approximates market value.
Investments
Investments are classified as available-for-sale securities and are
highly liquid debt instruments. These investments are stated at cost,
which approximates market value.
Inventories
Inventories are stated at the lower of cost or market. Inventories
stated on the last-in, first-out (LIFO) basis represent 99.6% of
total 2000 and 99.5% of total 1999 inventories. Remaining inventories are
valued using the first-in, first-out (FIFO) method.
Property, plant and equipment
Property, plant and equipment are carried at cost or at management's
estimate of fair market value if considered impaired under the
provisions of Statement of Financial Accounting Standards (SFAS) No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." Depreciation and amortization
for financial reporting purposes are calculated using the straight-
line method based on the following useful lives:
Years
Land improvements 10 to 15
Buildings 10 to 40
Leasehold improvements 5 to 10
Machinery and equipment 3 to 10
Revenue recognition
Revenue within wholesale operations is recognized at the time
merchandise is shipped and title is transferred to customers. Retail
store revenues are recognized at the time of sale.
Use of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Advertising
Advertising costs are expensed as incurred and totaled $16,318,
$13,803, and $12,377 in 2000, 1999, and 1998, respectively.
Earnings per share
The numerator for the calculation of basic and diluted earnings per
share is net income. The denominator is computed as follows (in
thousands):
2000 1999 1998
Denominator for basic earnings per share-
weighted average shares 12,321 16,112 19,072
Employee stock options (treasury stock method) 157 208 289
Denominator for diluted earnings per share 12,478 16,320 19,361
The Company had 639,450 and 361,000 employee stock options that are
antidilutive in 2000 and 1999, respectively, and, accordingly, are
not included in the diluted earnings per share calculations. No
options were antidilutive in 1998.
Fiscal year
The Company's fiscal year is a 52/53 week year ending on the Saturday
closest to December 31. Fiscal 2000 ended on December 30, 2000 and
fiscal 1999 ended on January 1, 2000, both of which were 52 week
years. Fiscal 1998 included 52 weeks plus three days due to the
transition from a calendar year in 1997 and ended on January 2, 1999.
All references to years in this report refer to the fiscal years
described above.
Comprehensive income
Comprehensive income equaled net income in 2000, 1999 and 1998.
Reclassifications
Certain prior year amounts have been reclassified to conform with the
current year presentation.
NOTE 2. INVENTORIES
A summary of inventories follows:
December 30, January 1,
2000 2000
Finished goods $ 37,398 $ 37,262
Work in process 12,595 9,352
Raw materials 3,192 1,881
Total $ 53,185 $ 48,495
The replacement cost of inventory exceeds the above LIFO costs by
$11,983 and $11,381 at December 30, 2000 and January 1, 2000, respectively.
Partial liquidation of certain LIFO layers in 1999 and 1998
increased net income by approximately $1,338 and $391, respectively.
NOTE 3. PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows:
December 30, January 1,
2000 2000
Land and improvements $ 2,869 $ 3,191
Buildings 13,994 13,972
Leasehold improvements 18,120 15,613
Machinery and equipment 33,233 34,342
Construction in progress 79 --
Total 68,295 67,118
Less: accumulated depreciation and
amortization 36,010 35,470
Property, plant and equipment, net $ 32,285 $ 31,648
NOTE 4. CREDIT AGREEMENTS
The Company's unsecured credit agreement, as amended, with a number
of banks provides a $60,000 term loan for the repurchase of shares of
its common stock through March 31, 2001, and a $75,000 revolving
credit facility available for general corporate purposes, including
cash borrowings and issuances of letters of credit. The revolving
credit facility expires November 3, 2002.
Under the terms of the agreement, interest rates are determined at
the time of borrowing and are based on London Interbank Offered Rates
plus additional basis points based on the Company's financial ratios
(effectively 8.0% at December 30, 2000). Commitment fees of .225%
are required on the unused revolving credit facility and term loan.
The Company is required to maintain certain financial ratios in
connection with this agreement.
There were no outstanding borrowings against the revolving credit
arrangement at December 30, 2000 or January 1, 2000. $44,000 was
outstanding on the term loan at December 30, 2000 and January 1, 2000
and is due in $10,000 annual repayments with a final maturity in
2004. Letters of credit of approximately $23,700 were outstanding at
December 30, 2000, with $51,300 of the unused revolving credit
facility available for borrowing.
Annual maturities of principal on long-term debt are as follows:
Fiscal Year
2001 $10,000
2002 10,000
2003 10,000
2004 14,000
Total $44,000
NOTE 5. ACCRUED LIABILITIES
A summary of accrued liabilities follows:
December 30, January 1,
2000 2000
Compensation $ 6,190 $ 5,780
Workers' compensation 9,000 9,550
Income taxes 8,375 5,468
Other 16,377 16,178
Total $ 39,942 $ 36,976
NOTE 6. LEASES
The Company leases certain property and equipment including retail
sales facilities, manufacturing facilities, and regional sales
offices under operating leases. Certain leases provide the Company
with renewal options. Leases for retail sales facilities provide for
minimum rentals plus contingent rentals based on sales volume.
Minimum future rental payments under noncancellable operating leases
are as follows:
Fiscal Year
2001 $ 13,732
2002 11,768
2003 10,224
2004 7,438
2005 3,757
Thereafter 2,687
Total minimum lease payments $ 49,606
Total rent expense charged to operations for all operating leases is
as follows:
2000 1999 1998
Minimum rentals $17,778 $15,754 $16,352
Contingent rentals 1,187 1,191 961
Total rent expense $18,965 $16,945 $17,313
NOTE 7. INCOME TAXES
Income tax expense (benefit) is comprised of the following:
2000 1999 1998
Current:
Federal $16,664 $15,322 $16,666
State and local 3,062 3,417 3,624
Deferred 850 2,000 (300)
Total $20,576 $20,739 $19,990
Deferred tax assets and liabilities relate to temporary differences
between the financial reporting and income tax basis of Company
assets and liabilities and include the following components:
December 30, January 1,
2000 2000
[Assets (Liabilities)]
Current deferred taxes
Accounts receivable allowances $ 1,921 $ 1,274
Inventory valuation 4,012 3,841
Accrued liabilities 6,309 7,322
Valuation reserves and other 1,558 1,763
Total net current deferred tax assets $ 13,800 $ 14,200
Non-current deferred taxes
Depreciation $ (805) $ (195)
Deferred employee benefits 5,883 5,758
Trademark 499 478
Other (627) (641)
Total net non-current deferred tax assets $ 4,950 $ 5,400
Substantially all income is subject to United States taxation. A
reconciliation of the federal statutory income tax rate to the
effective tax rates reflected in the consolidated statements of
income follows:
2000 1999 1998
Federal statutory tax rate 35.0% 35.0% 35.0%
Differences resulting from:
State and local income taxes,
net of federal income tax benefit 4.3 4.5 4.6
Other (.3) (.5) .9
Total 39.0% 39.0% 40.5%
NOTE 8. RETIREMENT PLANS
The Company has defined contribution and defined benefit pension
plans covering substantially all employees. Charges to operations by
the Company for these plans totaled $2,193, $3,454 and $3,017 for
2000, 1999, and 1998, respectively.
Defined benefit plans
The Company sponsors several defined benefit pension plans covering
certain hourly and salaried employees. The Company also sponsors an
unfunded defined benefit postretirement life and health insurance
plan that covers qualifying salaried employees.
The actuarial computations utilized the following assumptions as
applicable for the most significant plans:
2000 1999 1998
Discount rate 7.5% 7.5% 6.5%
Expected long-term rate of return on assets 9.0% 9.0% 9.0%
Rates of increase in compensation levels 0-4.5% 0-4.5% 0-4.5%
Net periodic pension cost was comprised of:
2000 1999 1998
Service cost $ 1,937 $ 2,276 $ 2,052
Interest cost 2,358 2,248 2,006
Expected return on plan assets (3,555) (2,841) (2,531)
Amortization of prior service cost 585 468 347
Amortization of transition obligation (146) (156) (156)
Recognized actuarial gain (897) (313) (401)
Net periodic pension cost $ 282 $ 1,682 $ 1,317
A reconciliation of changes in pension benefit obligation and plan
assets follows:
2000 1999
Change in benefit obligation
Benefit obligation at beginning of year $32,274 $34,501
Service cost 1,937 2,276
Interest cost 2,358 2,248
Amendments 37 270
Actuarial (gain) loss 9 (5,850)
Benefits paid (1,279) (1,171)
Benefit obligation at end of year 35,336 32,274
Change in plan assets
Fair value of plan assets at beginning
of year 34,820 28,865
Actual return on plan assets 9,755 4,592
Company contributions 899 2,534
Benefits paid (1,279) (1,171)
Fair value of plan assets at end of year 44,195 34,820
Funded status
Funded status of plan 8,859 2,546
Unrecognized net actuarial gain (18,239) (12,944)
Unrecognized prior service cost 1,768 2,316
Unrecognized transition obligation (469) (615)
Accrued benefit cost $ (8,081)$ (8,697)
Amounts recognized in the Consolidated Balance Sheets:
2000 1999
Accrued benefit liability $(9,288) $ (9,217)
Prepaid benefit cost 1,207 520
$(8,081) $ (8,697)
Amounts applicable to the Company's pension plans with projected
benefit obligations (PBO) or accumulated benefit obligation (ABO) in
excess of plan assets are as follows:
PBO and ABO PBO and ABO
> Assets > Assets
December 30, January 1,
2000 2000
Projected benefit obligations $ 4,274 $ 5,293
Accumulated benefit obligations 3,399 4,524
Fair value of plan assets 1,939 2,523
Defined contribution plans
The Company maintains a defined contribution retirement plan covering
certain salaried employees. Annual contributions are discretionary
and are determined by the Company's Executive Committee. Charges to
operations by the Company for contributions under this plan totaled
$1,168, $1,125 and $1,179, for 2000, 1999 and 1998, respectively.
The Company maintains a retirement plan covering certain salaried and
hourly employees pursuant to Section 401(k) of the Internal Revenue
Code, whereby participants may contribute a percentage of
compensation, but not in excess of the maximum allowed under the
Code. The plan provides for a matching contribution by the Company
which amounted to approximately $506, $427 and $413, for 2000, 1999
and 1998, respectively.
The Company also has a supplemental retirement program for designated
employees. Annual provisions to this unfunded plan are discretionary
and are determined by the Company's Executive Committee. Charges to
operations by the Company for additions to this plan totaled $237,
$220 and $108 for 2000, 1999 and 1998, respectively.
Deferred employee benefit plans
The Company has deferred compensation and supplemental retirement
arrangements with certain key officers.
NOTE 9. COMMON STOCK
The Company maintains a stock conversion plan whereby shares of
Class B common stock may be converted to an equal number of Class A
common shares.
The Company's common stock authorization provides that dividends be
paid on both the Class A and Class B common stock at any time that
dividends are paid on either. Whenever dividends (other than
dividends of Company stock) are paid on the common stock, each share
of Class A common stock is entitled to receive 115% of the dividend
paid on each share of Class B common stock.
The Class A common stock shareholders are entitled to receive a
liquidation preference of $1.875 per share before any payment or
distribution to holders of the Class B common stock. Thereafter,
holders of the Class B common stock are entitled to receive $1.875
per share before any further payment or distribution to holders of
the Class A common stock. Thereafter, holders of the Class A common
stock and Class B common stock share on a pro rata basis in all
payments or distributions upon liquidation, dissolution, or winding
up of the Company.
The Class A common stock shareholders have the right to elect or
remove, as a class, 25% of the entire board of directors of the
Company. Class B common stock shareholders are entitled to elect or
remove, as a class, the other 75% of the directors (subject to any
rights granted to any series of preferred stock) and are entitled to
one vote per share on all matters (including an increase or decrease
in the unissued authorized capital stock of any class) presented to
the shareholders for vote.
On December 6, 1999, the Company's Board of Directors authorized a
repurchase program for up to 1.5 million shares of its Class A
common stock. On December 11, 2000, the Company's Board of
Directors authorized an addition of 1.0 million shares to this
repurchase program. During 2000 and 1999, the Company repurchased
585,200 and 253,900 shares, respectively of its Class A common stock
under this program for approximately $10,218 and $4,800,
respectively. Accordingly, at December 30, 2000 the Company is
authorized to repurchase 1,660,900 additional shares.
For all of 1999, the Company repurchased a total of 5,446,642 shares
of its Class A common stock and 6,805 shares of its Class B common
stock under its current and prior repurchase programs and Dutch
Auction tender offer for approximately $110,400.
During 1998, the Company repurchased 1,888,500 shares of its Class A
common stock for approximately $37,600.
On August 10, 1998, the Company's Board of Directors declared a two-
for-one stock split for Class A and Class B common stock, effected
in the form of a stock dividend. Shareholders' equity and all share
and per share data have been restated to reflect this dividend.
Options
The Company has elected to follow Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees," in
accounting for its employee stock options. Under APB No. 25,
because the exercise price of the Company's employee stock options
equals the market price of the underlying stock on the date of grant
and the number of shares granted is fixed, no compensation expense
is recognized.
The Company's 1994 Incentive Stock Option Plan has authorized the
grant of options to management personnel and directors for up to
2,940,000 of the Company's Class A common stock. As of December 30,
2000, 914,300 shares are available for grant. Options granted
generally have 10 year terms and vest ratably over a four year
period following date of grant.
The following pro forma information regarding net income and net
income per share required by SFAS No. 123, "Accounting for Stock
Based Compensation," has been determined as if the Company had
accounted for its employee stock options under the fair value method
of that statement. The fair value for these options was estimated
at the date of grant using a Black-Scholes option pricing model with
the following weighted-average assumptions for 2000, 1999 and 1998,
respectively: risk-free interest rates of 6.47%, 5.10% and 5.57%;
annual dividends of $.20; volatility factors of the expected market
price of the Company's common stock of .533, .575 and .472; and a
weighted-average expected life of the option of approximately 8
years. Changes in these subjective assumptions can significantly
affect the fair value calculations.
The estimated fair value of the options is amortized to expense over
the options' vesting period:
2000 1999 1998
Net income as reported $ 32,217 $ 32,448 $ 29,335
Pro forma net income 31,204 31,947 28,560
Net income per common share as reported
Basic 2.61 2.01 1.54
Diluted 2.58 1.99 1.52
Pro forma net income per common share
Basic 2.53 1.98 1.50
Diluted 2.52 1.97 1.48
A summary of the Company's stock option activity and related
information follows:
2000 1999 1998
Weighted- Weighted- Weighted-
Options average Options average Options average
(000) exercise price (000) exercise price (000) exercise price
Outstanding-
beginning
of year 1,193 $ 14 1,082 $ 11 864 $ 8
Granted 349 16 342 19 347 19
Exercised (101) 8 (207) 8 (110) 8
Forfeited (101) 17 (24) 14 (19) 13
Outstanding-
end of
year 1,340 $ 15 1,193 $ 14 1,082 $ 11
Exerciseable
at end
of year 667 $ 13 448 $ 11 370 $ 8
Weighted-
average
fair value
of options
granted
during year $6.39 $7.70 $7.25
Options outstanding Options exerciseable
Weighted-
average Weighted- Weighted-
Range of Number remaining Average Number average
exercise prices outstanding contract life excercise price Outstanding exercise price
$ 7 to $ 9 422 5.5 $ 8 361 $ 8
$15 to $17 309 9.2 $16 30 $17
$18 to $21 609 7.7 $19 275 $19
1,340 667
Restricted Stock
On February 15, 2000, the Company issued 55,000 shares of restricted
stock to certain key employees. The restrictions lapse over four
years based on attainment of certain financial performance targets
and continued employment. Under APB No. 25, compensation expense is
reflected over the period in which services are performed, and when
the financial performance targets have been met.
NOTE 10. BUSINESS AND CREDIT CONCENTRATIONS
Operations of the Company occur primarily within the United States
and its customers are not concentrated in any geographic region.
The Company provides credit, in the normal course of business, to
department and specialty stores. The Company performs ongoing
credit evaluations of its customers and maintains allowances for
potential credit losses.
In 2000, 1999 and 1998, sales to a wholesale customer, as a
percentage of net sales, amounted to approximately 13%, 12% and 12%,
respectively.
NOTE 11. LITIGATION
The Company is subject to various legal actions and proceedings in
the normal course of business. Although litigation is subject to
many uncertainties and the ultimate exposure with respect to these
matters cannot be ascertained, management does not believe the final
outcome will have a significant effect on the consolidated financial
statements.
NOTE 12. SEGMENT REPORTING
The Company designs, sources, and markets apparel products using
primarily the OshKosh B'Gosh brand. The apparel products are primarily
marketed in two distinct distribution channels: domestic wholesale and
through Company owned retail stores. The Company designs and sources
product to meet the needs of these distribution channels through a
single procurement business unit.
In conjunction with a realignment of the Company's management reporting
system at the beginning of 2000, certain operations have been segregated
into segments as defined by SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." The Company manages its
business operations by periodic analysis of business unit operating
results. For this purpose, domestic wholesale, retail, and procurement
are separately identified for management reporting and are considered
segments as defined by SFAS No. 131.
Management evaluates the operating performance of each of its business
units based on income from operations as well as return on net assets.
For this purpose, product is transferred from procurement to the
domestic wholesale and retail business units at cost. However,
procurement receives a markup on product sold by the Company's wholesale
and retail business units. Accounting policies used for segment
reporting are consistent with the Company's overall accounting policies,
except that inventories are valued on a FIFO basis. In addition,
interest income, interest expense, certain corporate office expenses,
and the effects of the LIFO inventory valuation method are not allocated
to individual business units, and are included in the All
Other/Corporate column below.
Segment assets include all assets used in the operation of each business
unit, including accounts receivable, inventories, and property, plant
and equipment. Certain other corporate assets that cannot be
specifically identified with the operation of a business unit are not
allocated. Financial information for the Company's reportable segments
follows:
All
Domestic Other/
Wholesale Retail Procurement Corporate Total
December 30, 2000
Net sales $215,982 $230,774 $ -- $ 6,306 $453,062
Income before income
taxes 22,794 25,505 824 3,670 52,793
Assets 62,140 36,216 25,160 34,740 158,256
Depreciation expense 1,612 3,319 1,357 866 7,154
January 1, 2000
Net sales $212,371 $210,350 $ -- $ 7,065 $429,786
Income before income
taxes 21,896 18,278 10,556 2,457 53,187
Assets 52,580 31,922 19,796 25,401 129,699
Depreciation expense 1,570 3,107 1,222 1,194 7,093
January 2, 1999
Net sales $226,157 $191,420 $ -- $ 5,655 $423,232
Income before income
taxes 19,606 10,691 16,318 2,710 49,325
Assets 80,111 30,705 20,748 31,004 162,568
Depreciation expense 921 4,018 1,763 2,074 8,776
NOTE 13. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
2000 Quarter Ended
April 1, July 1, September 30, December 30,
2000 2000 2000 2000
Net sales $ 95,051 $ 87,500 $142,339 $128,172
Gross profit 40,587 37,437 60,979 51,421
Net income 4,691 2,341 16,302 8,883
Net income per common share:
Basic .37 .19 1.34 .73
Diluted .37 .19 1.33 .72
1999 Quarter Ended
April 3, July 3, October 2, January 1,
1999 1999 1999 1999
Net sales $101,933 $ 82,516 $140,831 $104,506
Gross profit 40,142 34,376 57,939 47,737
Net income 6,508 2,787 14,694 8,459
Net income per common share:
Basic .37 .17 .90 .61
Diluted .36 .17 .89 .60
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The information required by this item is incorporated by reference
to the definitive Proxy Statement of OshKosh B'Gosh, Inc. for its
annual meeting to be held on May 4, 2001.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference
to the definitive Proxy Statement of OshKosh B'Gosh, Inc. for its
annual meeting to be held on May 4, 2001.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference
to the definitive Proxy Statement of OshKosh B'Gosh, Inc. for its
annual meeting to be held on May 4, 2001.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference
to the definitive Proxy Statement of OshKosh B'Gosh, Inc. for its
annual meeting to be held on May 4, 2001.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
FORM 8-K
(a) (1) Financial Statements
Financial statements for OshKosh B'Gosh, Inc. listed in the Index
to Financial Statements and Supplementary Data are filed as part
of this Annual Report.
(2) Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts
Schedules not included have been omitted because they are not
applicable, immaterial, or the required information is included in
the consolidated financial statements or notes thereto.
(3) Index to Exhibits
(b) Reports on Form 8-K
None
(c) Exhibits
3.1 Certificate of Incorporation of OshKosh B'Gosh, Inc.,
as restated, May 7, 1993, previously filed as Exhibit 99.3 to the
Company's Current Report on Form 8-K dated October 25, 1995,
Commission File Number 0-13365,is incorporated herein by reference.
3.2 By-laws of OshKosh B'Gosh, Inc., as amended, previously filed
as exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, Commission File Number
0-13365, is incorporated herein by reference.
*10.1 OshKosh B'Gosh, Inc. Profit Sharing Plan, as amended,
previously filed as exhibit 10.1 to the Company's Annual Report
on Form 10-K for the fiscal year ended January 1, 2000,
Commission File Number 0-13365, is incorporated herein by
reference.
*10.2 OshKosh B'Gosh, Inc. Pension Plan, as amended, previously
filed as exhibit 10.2 to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 2000, Commission File
Number 0-13365, is incorporated herein by reference.
*10.3 OshKosh B'Gosh, Inc. Executive Non-Qualified Profit Sharing
Plan, as amended, previously filed as exhibit 10.3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 2000, Commission File Number 0-13365, is
incorporated herein by reference.
*10.4 OshKosh B'Gosh, Inc. Excess Benefit Plan, as amended,
previously filed as exhibit 10.4 to the Company's Annual Report
on Form 10-K for the fiscal year ended January 1, 2000,
Commission File Number 0-13365, is incorporated herein by
reference.
*10.5 OshKosh B'Gosh, Inc. Executive Deferred Compensation Plan, as
amended, previously filed as exhibit 10.5 to the Company's
Annual Report on Form 10-K for the fiscal year ended January 1,
2000, Commission File Number 0-13365, is incorporated herein by
reference.
*10.6 OshKosh B'Gosh, Inc. Officers Medical and Dental Reimbursement
Plan, as amended.
*10.7 OshKosh B'Gosh, Inc. 1994 Incentive Stock Plan, as amended.
10.8 OshKosh B'Gosh, Inc. 1995 Outside Director's Stock Option Plan,
as amended, previously filed as exhibit 10.14 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997, Commission File Number 0-13365, is incorporated
herein by reference.
*10.9 OshKosh B'Gosh, Inc. Flexible Nonstandardized 401(k) Adoption
Agreement and Smith Barney Prototype Defined Contribution Plan
Document #05, as amended.
10.10 Credit agreement between OshKosh B'Gosh, Inc. and Firstar Bank
Milwaukee, N.A. and participating banks, dated as of November
3, 1999, as amended.
21. The following is a list of subsidiaries of the Company as of
December 30, 2000. The consolidated financial statements
reflect the operations of all subsidiaries as they existed on
December 30, 2000.
State or Other
Jurisdiction of
Incorporation or
Name of Subsidiary Organization
OBG Sales, Inc. (f/k/a Grove Industries, Inc.) Delaware
Manufacturera International Apparel, S.A. Honduras
OshKosh B'Gosh International Sales, Inc. Virgin Islands
OshKosh B'Gosh Asia/Pacific Ltd. (Inactive) Hong Kong
OshKosh B'Gosh Deutschland GmbH (Inactive) Germany
OshKosh B'Gosh Investments, Inc. Nevada
Oshkosh B'Gosh Retail, Inc. Delaware
OBG Distribution Company, LLC Wisconsin
OBG Manufacturing Company Kentucky
OshKosh B'Gosh Operations, LLC Wisconsin
Millennia Manufacturing SRL de CV Mexico
23. Consent of Ernst & Young LLP, Independent Auditors
*Represents a plan that covers compensation, benefits and/or
related arrangements for executive management.
SIGNATURES
Date: March 28, 2001
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
OSHKOSH B'GOSH, INC.
By: /S/ DOUGLAS W. HYDE
Chairman of the Board, President and Chief Executive Officer
By: /S/ DAVID L. OMACHINSKI
Vice President-Finance, Treasurer and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated.
Signature Title
/S/ DOUGLAS W. HYDE Chairman of the Board,
President and Chief Executive Officer
/S/ MICHAEL D. WACHTEL Executive Vice President,
Chief Operating Officer
/S/ DAVID L. OMACHINSKI Vice President-Finance, Treasurer
and Chief Financial Officer
/S/ STEVEN R. DUBACK Secretary and Director
/S/ WILLIAM F. WYMAN Vice President Domestic Licensing
/S/ ORREN J. BRADLEY Chairman, Audit Committee
Date: March 28, 200
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Schedule II
Valuation and Qualifying Accounts
(Dollars in Thousands)
2000 1999 1998
Accounts receivable - allowances:
Balance at beginning of period $ 3,790 $ 4,240 $ 4,225
Charged to costs and expenses 22,314 17,437 15,997
Deductions - bad debts and other
allowances written off,
net of recoveries (20,594) (17,887) (15,982)
Balance at end of period $ 5,510 $ 3,790 $ 4,240
2000 1999 1998
Restructuring costs:
Balance at beginning of period $ 2,976 $ 4,032 $ 7,938
Actual restructuring costs incurred (28) (1,056) (3,906)
Recorded to net income (948) -- --
Balance at end of period $ 2,000 $ 2,976 $ 4,032
EXHIBIT 23
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Forms S-8 No. 333-01051 and No. 333-01053) of OshKosh B'Gosh, Inc. of our
report dated January 26, 2001, with respect to the consolidated financial
statements and schedule of OshKosh B'Gosh, Inc. and Subsidiaries included in
this Annual Report (Form 10-K) for the year ended December 30, 2000.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
March 26, 2001