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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 29, 2001
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. []
As of March 1, 2002, there were outstanding 10,187,201 shares of
Class A Common Stock and 2,206,844 shares of Class B Common
Stock, of which 9,678,066 shares and 958,271 shares,
respectively, were held by non-affiliates of the Company. Based
upon the closing sales price as of March 1, 2002, the aggregate
market value of the Class A Common Stock held by non-affiliates
was $386,929,079. 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 $38,311,675.
DOCUMENTS INCORPORATED BY REFERENCE
OshKosh B'Gosh, Inc. definitive Proxy Statement for its annual
meeting to be held on May 3, 2002 (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 13
Item 8. Financial Statements and Supplementary Data 13
Item 9. Disagreements on Accounting and
Financial Disclosure 28
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 141 domestic OshKosh B'Gosh branded stores,
including 134 factory outlet stores, two 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 at third party contractor locations
worldwide or in Company-owned manufacturing facilities. 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, footwear and
outerwear, as well as non apparel brand extensions including
eyewear, bedding and other nursery decor and juvenile products
including car seats, strollers, books, luggage and developmental
toys. 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
2001, approximately 88% of the Company's direct expenditures for
raw materials (fabric) were from its five largest suppliers, with
the largest such supplier accounting for approximately 50% 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, Wisconsin.
The majority of the product engineering and sample making,
allocation of production among plants and independent
contractors, material purchasing, and invoice payment is done
through the Company's Oshkosh headquarters. Substantially all
designs and specifications utilized by independent manufacturers
are provided by the Company.
In 2001, approximately 93% of the Company's product line was
sourced from numerous third- party contractors throughout the
world and off-shore Company-operated facilities in accordance
with the Company's specifications. Most domestic sewing
production for 2001 took place in the Company's one Tennessee and
two Kentucky plants. However, the Company closed the Tennessee
facility in April 2001, a Kentucky plant in 2001, and intends to
downsize the remaining Kentucky plant in early 2002, leaving
limited domestic production capability. 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. In 2001, approximately 30% of the
Company's units sourced were from Company-operated offshore
facilities. 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 and its contract manufacturers have 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. Quality control inspections of both semi-finished and
finished products are required at manufacturing locations 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 2001, the Company's
products were sold to approximately 540 wholesale customers
(approximately 4,340 stores) throughout the United States and
internationally.
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 majority 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 141 Company-owned domestic retail stores,
operating under three formats: factory outlet stores, showcase
stores, and strip mall stores. The Company operates 134
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 two 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 continues to test its strip center retail prototype by
operating five strip mall stores in 2001. These strip mall
stores feature a large selection of OshKosh B'Gosh products that
are consistently value priced.
The Company maintains 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 11.0% of the Company's 2001
sales, while the Company's largest ten and largest 100 customers
accounted for approximately 32.0% and 45.9% of 2001 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 46 trademark registrations
and eight pending trademark applications in the United States and
has trademark registrations in approximately 115 countries
outside the U.S. These trademarks and 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 Late December-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 2002 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 a $44 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 revolving
credit facility expires November 3, 2002. The Company intends to
extend this revolving credit facility during the first half of
2002. There were no outstanding borrowings against the revolving
credit arrangement at December 29, 2001, with $24 million of
outstanding long-term debt under the share repurchase component
of the credit agreement.
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 day terms.
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 29, 2001, the Company employed approximately 5,300
persons. Approximately 10% 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 Sample Production
Celina, TN 38,250 Laundering/Pressing
Choloma, Honduras (2) 47,000 Manufacturing
Gainesboro, TN 61,000 Sample Production/Distribution
Liberty, KY 218,000 Distribution/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--2006,
(3) Lease expiration date--2006, (4) Lease expiration date--2006.
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
2001 2000
Stock price Dividends Stock price Dividends
High Low per share High Low per share
Class A
Common
Stock
1st $ 25.50 $ 17.88 $ .05 $ 19.84 $ 15.50 $ .05
2nd 36.75 25.63 .05 19.50 13.94 .05
3rd 34.80 24.24 .06 16.63 13.69 .05
4th 42.77 23.92 .06 20.38 14.06 .05
Class B
Common
Stock
1st - - $ .0425 - - $ .0425
2nd - - .0425 - - .0425
3rd - - .0525 - - .0425
4th - - .0525 - - .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, 2002, there were approximately 3,700 Class A
common stock beneficial owners and approximately 210 Class B
common stock beneficial owners.
ITEM 6. SELECTED FINANCIAL DATA
Financial Highlights
(Dollars in thousands, except per share amounts)
Year Ended
December 29, December 30, January 1, January 2, December 31,
2001 2000 2000 1999 1997
Financial results
Net sales $ 463,069 $ 453,062 $ 429,786 $ 423,232 $ 395,196
Net income 32,808 32,217 32,448 29,335 22,558
Return on sales 7.1% 7.1% 7.5% 6.9% 5.7%
Financial condition
Working capital $ 75,423 $ 54,601 $ 27,342 $ 76,876 $ 82,762
Total assets 161,340 158,256 129,699 162,568 174,788
Long term debt 24,000 44,000 44,000 -- --
(including current
portion)
Shareholders' equity 73,700 44,473 23,439 103,017 113,157
Data per common share
Net income
Basic $ 2.69 $ 2.61 $ 2.01 $ 1.54 $ 1.02
Diluted 2.61 2.58 1.99 1.52 1.02
Cash dividends declared
Class A .22 .20 .20 .17 .14
Class B .19 .17 .17 .145 .12
Shareholders' equity 6.03 3.65 1.86 5.75 5.74
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 29, December 30, January 1,
2001 2000 2000
Net sales 100.0% 100.0% 100.0%
Cost of products sold 58.2% 58.0% 58.1%
Gross profit 41.8% 42.0% 41.9%
Selling, general and
administrative expenses 32.0% 31.6% 31.2%
Royalty income, net (2.0%) (1.8%) (1.7%)
Operating income 11.8% 12.2% 12.4%
Other income (expense) - net (0.3%) (0.6%) (0.1%)
Income before income taxes 11.5% 11.6% 12.3%
Income taxes 4.4% 4.5% 4.8%
Net income 7.1% 7.1% 7.5%
2001 COMPARED TO 2000
Net Sales
Net sales in 2001 were $463.1 million, a $10.0 million (2.2%)
increase over 2000 net sales of $453.1 million. A summary of the
Company's net sales for the years ended December 29, 2001 and
December 30, 2000 follows:
Net Sales
(in millions)
Domestic
Wholesale Retail Other Total
2001 $ 213.6 $ 245.1 $ 4.4 $ 463.1
2000 216.0 230.8 6.3 453.1
Increase (decrease) $ (2.4) $ 14.3 $ (1.9) $ 10.0
Percent increase
(decrease) (1.1%) 6.2% (30.2%) 2.2%
The Company licensed its footwear and outerwear products
effective May 1, 2001. The Company's 2000 wholesale sales of
footwear and outerwear totaled approximately $12.0 million. The
Company's wholesale sales of footwear and outerwear for 2001 were
approximately $1.8 million.
Excluding its footwear and outerwear products, wholesale net
sales for 2001 of $211.8 million were approximately 3.8% over
2000 net wholesale sales of $204.0 million. The Company's 2001
domestic wholesale unit shipments increased approximately 5.8% as
compared to 2000. The 2001 increase in unit shipments and net
sales dollars are primarily the result of higher booked orders
for the year. The lower wholesale sales dollar increase relative
to the percent unit increase for 2001 was the result of a
combination of slightly lower average unit selling prices, and
higher customer sales allowances. Beginning with the Spring 2002
season, the Company will be selling its product offering to
Kohl's Department Stores. Initial shipments to Kohl's of
approximately $4.5 million were made in December 2001. The
Company currently believes its net sales to Kohl's in 2002 will
be approximately $40 to $45 million.
The Company's 2001 increased retail sales resulted from a
combination of a 2.4% comparable store sales gain and sales
volume from newly opened stores. During 2001, the Company opened
six factory outlet stores, closed one factory outlet store and
closed one showcase store. At December 29, 2001, the Company
operated 141 domestic OshKosh B'Gosh retail stores, including 134
factory outlet stores, two showcase stores and five strip mall
stores.
Current Company plans for 2002 call for the addition of
approximately ten new OshKosh B'Gosh factory outlet stores and
the possible closing of one or two factory outlet stores. The
Company currently anticipates low single digit comparable store
sales gains for the first half of 2002.
Gross Profit
The Company's gross profit margin as a percentage of net sales
was 41.8% in 2001 compared with 42.0% in 2000. The modest
decrease in gross margin percentage for 2001 was due to increased
wholesale customer sales allowances and a more aggressive
promotional pricing strategy at the Company's retail stores.
During 2001, approximately 93% of units sourced were from off-
shore venues as compared to 75% in 2000. The Company's current
2002 sourcing plan indicates that substantially all units will be
sourced outside of the United States.
Selling, General and Administrative Expenses (SG&A)
The Company's SG&A expenses for 2001 of $148.3 million were $5.3
million over 2000 SG&A expenses of $143.0 million. As a
percentage of net sales, SG&A expenses were 32.0% in 2001 as
compared to 31.6% in 2000. The increase in SG&A expenses in both
dollars and as a percentage of sales relates primarily to
continued expansion of the Company's retail operations.
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 $9.3 million in 2001, a $1.0 million
increase compared to 2000 net royalty income of $8.3 million.
Royalty income from domestic licensees was approximately $3.6
million in 2001 as compared to $2.9 million in 2000. This
increase was due primarily to the licensing of the Company's
footwear and outerwear businesses which was effective May 1,
2001. Royalty income from foreign licensees was approximately
$5.7 million in 2001 as compared to $5.4 million in 2000. The
increase was due primarily to increased business levels by the
Company's Japanese licensees.
The Company currently anticipates 2002 royalty income to increase
approximately 4-6%.
Operating Income
As a result of the factors described above, the Company's 2001
operating income was $54.7 million, a slight decrease from 2000
operating income of $55.7 million.
Other Income (Expense) - Net
The Company's 2001 net other income (expense) was a $1.5 million
expense compared to a $2.9 million expense in 2000. This
decrease was due to an approximate $2.9 million decrease in
interest expense during 2000 offset in part by a nonrecurring
gain on sale of a previously closed manufacturing facility of
approximately $1.1 million during 2000. The Company's interest
expense decreased substantially as a result of lower interest
rates, lower levels of seasonal borrowings and prepayment of a
portion of the Company's long-term debt.
Income Taxes
The Company's 2001 effective income tax rate was approximately
38.4% as compared to 39.0% in 2000. The Company currently
anticipates an effective income tax rate of approximately 38.0%
for 2002.
Net Income
Net income for the year ended December 29, 2001 of $32.8 million
represented a $.6 million (1.8%) increase over net income for the
year ended December 30, 2000 of $32.2 million. Diluted earnings
per share of $2.61 were 1.2% higher than 2000 diluted earnings
per share of $2.58.
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.
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.
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 occurred in
2000.
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.
Selling, General and Administrative Expenses (SG&A)
The Company's SG&A expenses for 2000 of $143.0 million were $9.0
million over 1999 SG&A expenses of $134.0 million. As a percent
of net sales, SG&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.
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%.
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.
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 2002 quarterly sales and income.
FINANCIAL POSITION, CAPITAL RESOURCES AND LIQUIDITY
At December 29, 2001, the Company's cash and cash equivalents and
investments were $29.3 million, compared to $20.4 million at the
end of 2000. Net working capital at December 29, 2001 was $75.4
million compared to $54.6 million at December 30, 2000, and $27.3
million at January 1, 2000. Accounts receivable at December 29,
2001 were $25.7 million compared to $30.2 million at December 30,
2000. The decrease in accounts receivable is primarily
attributable to lower fourth quarter wholesale net sales and
increased customer allowances.
Inventories at December 29, 2001 were $55.4 million, compared to
$53.2 million at the end of 2000. Management believes that
December 29, 2001 inventory levels are generally appropriate for
anticipated 2002 business activities.
The increase in working capital is attributable to increases in
cash and cash equivalents and inventories, and a reduced current
portion of long term debt due to a 2001 prepayment of the current
maturity.
Cash provided by operations amounted to approximately $42.9
million in 2001, compared to $28.6 million in 2000 and $70.6
million in 1999. The increase in cash provided by operating
activities in 2001 compared to 2000 is primarily attributable to
reduced accounts receivable in 2001 compared to a significant
increase in 2000.
Cash used in investing activities totaled $5.6 million in 2001,
compared to $6.0 million in 2000, and $6.2 million in 1999.
Capital expenditures were $5.1 million in 2001, compared with
$8.6 million in 2000, and $7.1 million in 1999, and are currently
budgeted at $6.0 million for 2002. Capital expenditures in each
year related primarily to retail store expansions and remodeling.
Depreciation and amortization are currently budgeted at $8.0
million for 2002.
Cash used in financing activities totaled $27.7 million in 2001,
compared to $11.8 million in 2000, and $69.7 million in 1999.
The Company's primary financing activities consisted of long term
debt payments, stock repurchase transactions, dividends,
issuances of common shares through stock option exercises, and
borrowings under the Company's credit agreement.
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 2001, 2000 and 1999, the Company
repurchased 397,300, 585,200 and 253,900 shares, respectively, of
its Class A common stock under this program for approximately
$10.3, $10.2 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.
Dividends on the Company's Class A and Class B common stock
totaled $.22 per share and $.19 per share, respectively, in 2001
and $.20 per share and $.17 per share, respectively, in 2000 and
1999.
The Company's unsecured credit agreement, as amended, with a
number of banks provides a $44 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 revolving credit facility expires November 3, 2002.
The Company currently intends to extend this revolving credit
facility during the first half of 2002.
There were no outstanding borrowings against the revolving credit
arrangement at December 29, 2001, with $24 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.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board (FASB)
issued Statement No. 141, "Business Combinations" and Statement
No. 142, "Goodwill and Other Intangible Assets" effective for
fiscal years beginning after December 15, 2001. Under these
Statements, all business combinations initiated after June 30,
2001 must be accounted for using the purchase method of
accounting. In addition, goodwill and intangible assets deemed
to have indefinite lives will no longer be amortized but will be
subject to periodic impairment tests separate from periodic
impairment tests for other long-lived assets. Since the Company
has not recorded any goodwill, adoption of Statement No. 142 will
not have a significant effect on the Company's results of
operations or financial position.
In August 2001, the FASB issued Statement No. 144, "Accounting
for Impairment or Disposal of Long-Lived Assets" effective for
fiscal years beginning after December 15, 2001. The statement
supersedes FAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of" and
amends the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30 related to the disposal of a
segment of a business. This statement establishes a single
accounting model for long-lived assets to be disposed of by sale
and provides additional implementation guidance for assets to be
held and used and assets to be disposed of other than by sale.
The Company currently believes that this Statement will not have
a material impact on the Company's results of operations or
financial position.
In 2001, the Emerging Issues Task Force (EITF) issued EITF No. 00-
14 "Accounting for Certain Sales Incentives" and EITF No. 00-25
"Vendor Income Statement Characterization of Consideration Paid
to a Reseller of the Vendor's Products," which are effective for
the first quarter beginning after December 15, 2001. These
EITF's prescribe guidance regarding the timing of recognition and
income statement classification of costs incurred for certain
sales incentive programs to retailers and end consumers. These
EITF's had no impact on the Company as the Company currently
recognizes these costs and classifies them in accordance with the
prescribed rules.
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 sales, gross
profit expectations, planned store expansions and store closings,
future comparable store net sales, future product sourcing plans,
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 introduction of new products or pricing changes by
the Company's competitors or other competitive factors, the
financial strength of the retail industry, including, but not
limited to, business conditions and the general economy, natural
disasters, risk of non-payment of accounts receivable, the
unanticipated loss of a major customer, failure of Company
suppliers to timely deliver needed raw materials, the Company's
ability to correctly balance the level of its commitments with
actual orders, risks associated with terrorist activities, 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 or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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 a $44 million term loan to finance the
repurchase 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 2002.
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 and cash equivalents and Investments portion of
Note 1 to the consolidated financial statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
Report of Independent Public Accountants 14
Report of Independent Auditors 15
Consolidated Balance Sheets -
December 29, 2001 and December 30, 2000 16
Consolidated Statements of Income - years ended
December 29, 2001, December 30, 2000, and
January 1, 2000 17
Consolidated Statements of Changes in Shareholders'
Equity - years ended December 29, 2001,
December 30, 2000, and January 1, 2000 18
Consolidated Statements of Cash Flows - years ended
December 29, 2001, December 30, 2000, and
January 1, 2000 19
Notes to Consolidated Financial Statements 20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of OshKosh B'Gosh,
Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheet of
OshKosh B'Gosh, Inc. (a Delaware Corporation) and subsidiaries as
of December 29, 2001 and the related consolidated statements of
income, changes in shareholders' equity and cash flows for the
year then ended. These consolidated financial statements and the
supplemental schedule referred to below are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and
supplemental schedule based on our audit. The consolidated
financial statements of OshKosh B'Gosh, Inc. and subsidiaries as
of December 30, 2000 and for each of the two years in the period
ended December 30, 2000 were audited by other auditors whose
report dated January 26, 2001, expressed an unqualified opinion
on those statements.
We conducted our audit 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 audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of OshKosh B'Gosh, Inc. and subsidiaries as of
December 29, 2001 and the consolidated results of their
operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the
United States.
Our audit was made for the purpose of forming an opinion on the
basic consolidated financial statements taken as a whole. The
supplemental schedule listed in the index to Item 14(a) is
presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic
consolidated financial statements. The supplemental schedule for
the year ended December 29, 2001 has been subjected to the
auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly
states in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
January 30, 2002
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
OshKosh B'Gosh, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheet of
OshKosh B'Gosh, Inc. and subsidiaries (the Company) as of
December 30, 2000 and the related consolidated statements of
income, changes in shareholders' equity and cash flows for each
of the two 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 the
consolidated results of its operations and its cash flows for
each of the two 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 for each of the two years in the period ended
December 30, 2000, 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 29, December 30,
2001 2000
ASSETS
Current assets
Cash and cash equivalents $ 29,322 $ 19,839
Investments -- 511
Accounts receivable, less allowances of
$7,075 in 2001 and $5,510 in 2000 25,697 30,166
Inventories 55,429 53,185
Prepaid expenses and other
current assets 1,607 1,882
Deferred income taxes 13,000 13,800
Total current assets 125,055 119,383
Property, plant and equipment, net 30,001 32,285
Deferred income taxes 4,300 4,950
Other assets 1,984 1,638
Total assets $ 161,340 $ 158,256
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $ -- $ 10,000
Accounts payable 11,229 14,840
Accrued liabilities 38,403 39,942
Total current liabilities 49,632 64,782
Long-term debt 24,000 34,000
Employee benefit plan liabilities 14,008 15,001
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-10,020,226
shares in 2001, 9,943,762 shares
in 2000 100 99
Class B, authorized-3,750,000 shares;
Issued and outstanding-2,207,394
shares in 2001, 2,228,707 shares
in 2000 22 22
Additional paid - in capital 5,339 --
Retained earnings 68,551 45,054
Unearned compensation under restricted
stock plan (312) (702)
Total shareholders' equity 73,700 44,473
Total liabilities and shareholders' equity $ 161,340 $ 158,256
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 29, December 30, January 1,
2001 2000 2000
Net sales $ 463,069 $ 453,062 $ 429,786
Cost of products sold 269,286 262,638 249,592
Gross profit 193,783 190,424 180,194
Selling, general and administrative
expenses 148,326 143,012 133,977
Royalty income, net (9,259) (8,257) (7,435)
Operating income 54,716 55,669 53,652
Other income (expense):
Interest expense (2,258) (5,148) (1,469)
Interest income 834 946 1,092
Miscellaneous (29) 1,326 (88)
Other income (expense) - net (1,453) (2,876) (465)
Income before income taxes 53,263 52,793 53,187
Income taxes 20,455 20,576 20,739
Net income $ 32,808 $ 32,217 $ 32,448
Net income per common share
Basic $ 2.69 $ 2.61 $ 2.01
Diluted 2.61 2.58 1.99
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 -
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)
Net income -- -- -- -- -- 32,808 --
Dividends
- Class A
($.22 per share) -- -- -- -- -- (2,198) --
- Class B
($.19 per share) -- -- -- -- -- (422) --
Conversions of common
shares 21 -- (21) -- -- -- --
Stock options
exercised 452 5 -- -- 5,234 -- --
Income tax benefit
from stock options
exercised -- -- -- -- 3,754 -- --
Compensation earned
Under restricted
stock plan -- -- -- -- -- -- 390
Repurchase and
retirement of (397) (4) -- -- (3,649) (6,691) --
common shares, net
Balance -
December 29, 2001 10,020 $ 100 2,208 $ 22 $ 5,339 $ 68,551 $ (312)
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 29, December 30, January 1,
2001 2000 2000
Cash flows from operating activities:
Net income $ 32,808 $ 32,217 $ 32,448
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 7,210 7,154 7,093
Amortization 806 834 965
(Gain) loss on disposal of assets 76 (1,195) 96
Deferred income taxes 1,450 850 2,000
Compensation earned under restricted stock plan 390 233 --
Income tax benefit from stock option exercises 3,754 432 650
Benefit plan expense, net of contributions (993) (14) 2,550
Changes in operating assets and liabilities:
Accounts receivable 4,469 (13,652) 7,494
Inventories (2,244) (4,690) 17,089
Prepaid expenses and other current assets 275 (1,108) 88
Accounts payable (3,611) 4,571 2,631
Accrued liabilities (1,539) 2,966 (2,472)
Net cash provided by operating activities 42,851 28,598 70,632
Cash flows from investing activities:
Additions to property, plant and equipment (5,106) (8,550) (7,148)
Proceeds from disposal of assets 104 1,954 691
Sale of investments, net 511 -- 1,989
Changes in other assets (1,152) 592 (1,703)
Net cash used in investing activities (5,643) (6,004) (6,171)
Cash flows from financing activities:
Payments on long-term debt (20,000) -- --
Principal from long-term borrowings -- -- 44,000
Dividends paid (2,620) (2,397) (3,113)
Net proceeds from issuance of common shares 5,239 767 813
Repurchase of common shares (10,344) (10,218) (110,376)
Other -- -- (1,000)
Net cash used in financing activities (27,725) (11,848) (69,676)
Net increase (decrease) in cash and cash equivalents 9,483 10,746 (5,215)
Cash and cash equivalents at beginning of year 19,839 9,093 14,308
Cash and cash equivalents at end of year $ 29,322 $ 19,839 $ 9,093
Supplementary disclosures
Cash paid for interest $ 2,467 $ 4,105 $ 512
Cash paid for income taxes $ 18,658 $ 16,630 $ 19,182
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 and 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 and other
financial instruments that can be readily liquidated. 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.
Financial instruments
The fair value of financial instruments, primarily
accounts receivable and debt, do not materially differ
from their carrying value.
Inventories
Inventories are stated at the lower of cost or market.
Inventories stated on the last-in, first-out (LIFO) basis
represent 99.4% of total 2001 and 99.6% of total 2000
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" less accumulated depreciation.
Expenditures for improvements that increase asset values
and extend usefulness are capitalized. Expenditures for
maintenance and repairs are expensed as incurred.
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
$14,896, $16,318 and $13,803 in 2001, 2000 and 1999,
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):
2001 2000 1999
Denominator for basic earnings per share-
weighted average shares 12,191 12,321 16,112
Employee stock options (treasury stock method) 390 157 208
Denominator for diluted earnings per share 12,581 12,478 16,320
The Company had 26,500, 639,450 and 361,000 employee stock
options that were anti-dilutive in 2001, 2000 and 1999,
respectively, and, accordingly, are not included in the
diluted earnings per share calculations.
Fiscal year
The Company's fiscal year is a 52/53 week year ending on
the Saturday closest to December 31. Fiscal 2001 ended on
December 29, 2001, fiscal 2000 ended on December 30, 2000
and fiscal 1999 ended on January 1, 2000, all of which
were 52 week years. All references to years in this report
refer to the fiscal years described above.
Comprehensive income
Comprehensive income equaled net income in 2001, 2000 and
1999.
Reclassifications
Certain prior year amounts have been reclassified to
conform with the current year presentation.
NOTE 2. INVENTORIES
A summary of inventories follows:
December 29, December 30,
2001 2000
Finished goods $ 49,069 $ 37,398
Work in process 5,832 12,595
Raw materials 528 3,192
Total $ 55,429 $ 53,185
The replacement cost of inventory exceeds the above LIFO
costs by $12,138 and $11,983 at December 29, 2001
and December 30, 2000, respectively.
Partial liquidation of certain LIFO layers in 1999
increased net income by approximately $1,338.
NOTE 3. PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows:
December 29, December 30,
2001 2000
Land and improvements $ 2,873 $ 2,869
Buildings 14,220 13,994
Leasehold improvements 20,018 18,120
Machinery and equipment 35,406 33,233
Construction in progress 192 79
Total 72,709 68,295
Less: accumulated depreciation and amortization 42,708 36,010
Property, plant and equipment, net $ 30,001 $ 32,285
NOTE 4. CREDIT AGREEMENTS
The Company's unsecured credit agreement, as amended, with
a number of banks provides a $44,000 term loan for the
repurchase of shares of its common stock 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 as determined by the Company's financial ratios
(effectively 3.0% at December 29, 2001). Commitment fees
of .20% 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. As of December 29, 2001, the Company is in
compliance with all of its financial covenants.
There were no outstanding borrowings against the revolving
credit arrangement at December 29, 2001 or December 30,
2000. Outstanding borrowings on the term loan at December
29, 2001 and December 30, 2000, were $24,000 and $44,000,
respectively. The term loan is due in $10,000 annual
repayments with a final maturity in 2004. The annual
repayment originally due in 2002 was prepaid in 2001.
Letters of credit of approximately $14,944 were
outstanding at December 29, 2001, with $60,056 of the
unused revolving credit facility available for borrowing.
Annual maturities of principal on long-term debt are as
follows:
Fiscal Year
2003 $ 10,000
2004 14,000
Total $ 24,000
NOTE 5. ACCRUED LIABILITIES
A summary of accrued liabilities follows:
December 29, December 30,
2001 2000
Compensation $ 7,181 $ 6,648
Workers' compensation 8,900 9,000
Income taxes 5,182 8,375
Other 17,140 15,919
Total $ 38,403 $ 39,942
NOTE 6. LEASES
The Company leases certain property and equipment
including retail sales facilities, manufacturing
facilities, and a regional sales office 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
2002 $ 15,676
2003 14,123
2004 11,019
2005 6,880
2006 3,217
Thereafter 2,817
Total minimum lease payments $ 53,732
Total rent expense charged to operations for all operating
leases is as follows:
2001 2000 1999
Minimum rentals $18,755 $17,778 $ 15,754
Contingent rentals 1,262 1,187 1,191
Total rent expense $20,017 $18,965 $ 16,945
NOTE 7. INCOME TAXES
Income tax expense is comprised of the following:
2001 2000 1999
Current:
Federal $17,092 $16,664 $15,322
State and local 1,913 3,062 3,417
Deferred 1,450 850 2,000
Total $20,455 $20,576 $20,739
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 29, December 30,
2001 2000
[Assets (Liabilities)]
Current deferred taxes
Accounts receivable allowances $ 2,410 $ 1,921
Inventory valuation 3,895 4,012
Accrued liabilities 5,960 6,309
Other 735 1,558
Total net current deferred tax assets $ 13,000 $ 13,800
Non-current deferred taxes
Depreciation $ (825) $ (805)
Deferred employee benefits 5,155 5,883
Trademark 479 499
Other (509) (627)
Total net non-current deferred tax assets $ 4,300 $ 4,950
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:
2001 2000 1999
Federal statutory tax rate 35.0% 35.0% 35.0%
Differences resulting from:
State and local income taxes, net 3.3 4.3 4.5
of federal income tax benefit
Other .1 (.3) (.5)
Total 38.4% 39.0% 39.0%
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 $2,047, $2,193 and $3,454 for 2001, 2000 and
1999, 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:
2001 2000 1999
Discount rate 7.0% 7.5% 7.5%
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:
2001 2000 1999
Service cost $ 1,894 $1,937 $ 2,276
Interest cost 2,540 2,358 2,248
Expected return on plan assets (3,692) (3,555) (2,841)
Amortization of prior service cost 331 585 468
Amortization of transition obligation (159) (146) (156)
Recognized actuarial gain (827) (897) (313)
Net periodic pension cost $ 87 $ 282 $ 1,682
A reconciliation of changes in pension benefit obligation
and plan assets follows:
2001 2000
Change in benefit obligation
Benefit obligation at beginning of year $ 35,336 $ 32,274
Service cost 1,894 1,937
Interest cost 2,540 2,358
Amendments 78 37
Actuarial loss 2,399 9
Benefits paid (3,496) (1,279)
Benefit obligation at end of year 38,751 35,336
Change in plan assets
Fair value of plan assets at beginning of year 44,195 34,820
Actual return on plan assets (5,751) 9,755
Company contributions 664 899
Benefits paid (3,496) (1,279)
Fair value of plan assets at end of year 35,612 44,195
Funded status
Funded status of plan (3,139) 8,859
Unrecognized net actuarial gain (5,571) (18,239)
Unrecognized prior service cost 1,516 1,768
Unrecognized transition obligation (310) (469)
Accrued benefit cost $ (7,504) $ (8,081)
Amounts applicable to the Company's pension plans with
accumulated benefit obligations in excess of plan assets
are as follows:
ABO > Assets ABO > Assets
December 29, December 30,
2001 2000
Projected benefit obligations $ 8,180 $ 4,274
Accumulated benefit obligations 6,942 3,399
Fair value of plan assets 5,110 1,939
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
$1,278, $1,168 and $1,125, for 2001, 2000 and 1999,
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 $402, $506 and $427 for 2001,
2000 and 1999, 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 $280, $237
and $220 for 2001, 2000 and 1999 respectively.
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 2001, 2000 and 1999, the Company
repurchased 397,300, 585,200 and 253,900 shares,
respectively, of its Class A common stock under this
program for approximately $10,344, $10,218 and $4,800,
respectively. Accordingly, at December 29, 2001, the
Company is authorized to repurchase 1,263,600 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.
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 Incentive Stock Option Plans have
authorized the grant of options to management personnel
and directors for up to 3,125,000 of the Company's Class
A common stock. As of December 29, 2001, 1,031,875
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 2001, 2000 and 1999, respectively: risk-
free interest rates of 5.00%, 6.47% and 5.10%; annual
dividends of $.22, $.20 and $.20; volatility factors of
the expected market price of the Company's common stock
of .508, .533 and .575; 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:
2001 2000 1999
Net income as reported $32,808 $32,217 $32,448
Pro forma net income 31,255 31,204 31,947
Net income per common share
as reported
Basic 2.69 2.61 2.01
Diluted 2.61 2.58 1.99
Pro forma net income per
common share
Basic 2.56 2.53 1.98
Diluted 2.51 2.52 1.97
A summary of the Company's stock option activity and
related information follows:
2001 2000 1999
Weighted- Weighted- Weighted-
Options average Options average Options average
(000's) exercise price (000's) exercise price (000's) exercise price
Outstanding-
beginning
of year 1,340 $ 15 1,193 $ 14 1,082 $ 11
Granted 344 20 349 16 342 19
Exercised (452) 12 (101) 8 (207) 8
Forfeited (33) 18 (101) 17 (24) 14
Outstanding-end of
year 1,199 $ 17 1,340 $ 15 1,193 $ 14
Exerciseable at end
of year 507 $ 16 667 $ 13 448 $ 11
Weighted-average
fair value of options
granted during year $ 10.51 $ 6.39 $ 7.70
Options outstanding Options exerciseable
Weighted-
average Weighted- Weighted
Range of Number remaining average Number average
exercise prices outstanding contract life exercise price Outstanding exercise price
$ 7 to $ 9 130 4.7 $ 8 130 $ 8
$15 to $17 267 8.2 $16 71 $16
$18 to $21 773 7.7 $19 282 $19
$24 to $32 29 9.4 $29 24 $29
1,199 507
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 2001, 2000 and 1999, sales to a wholesale customer, as
a percentage of net sales, amounted to approximately 11%,
13% 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.
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 29, 2001
Net sales $213,588 $245,112 $ 5 $ 4,364 $463,069
Income before
income taxes 18,671 27,732 4,931 1,929 53,263
Assets 57,831 46,207 13,753 43,549 161,340
Depreciation expense 1,651 3,662 1,073 824 7,210
Property, plant and
equipment additions 248 4,166 669 23 5,106
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
Property, plant and
equipment additions 804 7,131 541 74 8,550
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
Property, plant and
equipment additions 2,285 4,209 421 233 7,148
NOTE 13. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
2001 Quarter Ended
March 31, June 30, September 29, December 29,
2001 2001 2001 2001
Net sales $99,445 $90,945 $147,488 $125,191
Gross profit 40,993 38,238 63,664 50,888
Net income 4,474 2,499 17,329 8,506
Net income per common share:
Basic .37 .20 1.42 .70
Diluted .36 .20 1.37 .68
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
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 3, 2002.
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 3, 2002.
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 3, 2002.
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 3, 2002.
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 the
schedules are not applicable, the amounts are
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
On August 8, 2001, the Company filed an 8-K to disclose
a change in the Company's Certifying Accountant.
(c) Exhibits
3.1 Restated Certificate of Incorporation of OshKosh B'Gosh,
Inc., as amended through May 7, 1998, previously filed as
Exhibit 3.1 to the Company's Report on Form 10-Q
dated July 22, 1998, Commission File Number 0-13365,
is incorporated herein by reference.
3.2 By-laws of OshKosh B'Gosh, Inc., as amended.
*10.1 OshKosh B'Gosh, Inc. Profit Sharing Plan, as amended.
*10.2 OshKosh B'Gosh, Inc. Pension Plan, as amended.
*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, previously filed as
exhibit 10.6 to the Company's Annual Report on Form 10-
K for the fiscal year ended December 30, 2000,
Commission File Number 0-13365, is incorporated herein
by reference.
*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.
*10.9 OshKosh B'Gosh, Inc. Flexible Nonstandardized
401(k) Adoption Agreement and Smith Barney Prototype
Defined Contribution Plan Document #05, as amended,
previously filed as exhibit 10.9 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 30, 2000, Commission File Number 0-13365, is
incorporated herein by reference.
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, previously
filed as exhibit 10.10 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 30,
2000, Commission File Number 0-13365, is incorporated
herein by reference.
21. The following is a list of subsidiaries of the Company
as of December 29, 2001. The consolidated financial
statements reflect the operations of all subsidiaries
as they existed on December 29, 2001.
State or Other
Jurisdiction of
Incorporation or
Name of Subsidiary Organization
OBG Sales, 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 Investments, Inc. Nevada
OshKosh B'Gosh Retail, Inc. Delaware
OBG Distribution Company, LLC Wisconsin
OBG Manufacturing Company Kentucky
OshKosh B'Gosh Operations, LLC Wisconsin
OshKosh B'Gosh Procurement Company, LLC Wisconsin
Millennia Manufacturing SRL de CV Mexico
23. Consent of Arthur Andersen LLP
Consent of Ernst & Young LLP
99. Letter to Commission Pursuant to Temporary Note 3T
* Represents a plan that covers compensation, benefits
and/or related arrangements for executive management.
SIGNATURES
Date: March 22, 2002
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
(Principal Financial Officer and Principal Accounting 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 and Director
/S/ DAVID L. OMACHINSKI Vice President-Finance, Treasurer,
Chief Financial Officer and Director
/S/ STEVEN R. DUBACK Secretary and Director
/S/ WILLIAM F. WYMAN Vice President Domestic Licensing
and Director
/S/ STIG A. KRY Director
Date: March 22, 2002
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Schedule II
Valuation and Qualifying Accounts
(Dollars in Thousands)
2001 2000 1999
Accounts receivable - allowances:
Balance at beginning of period $ 5,510 $ 3,790 $ 4,240
Charged to costs and expenses 31,177 22,314 17,437
Deductions - bad debts and other
allowances written off,
net of recoveries (29,612) (20,594) (17,887)
Balance at end of period $ 7,075 $ 5,510 $ 3,790
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report, included in this Form 10-K, into the
Company's previously filed Registration Statements File No. 333-
01051 and No. 333-74038.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 22, 2002
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. 333-74038) 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 as of and for each of the two years
in the period ended December 30, 2000 included in this Annual
Report (Form 10-K) for the year ended December 29, 2001.
Ernst & Young LLP
Milwaukee, Wisconsin
March 22, 2002