Back to GetFilings.com

Oshkosh B'Gosh, Inc.
(Exact name of registrant as specified in its charter)

(920) 231-8800
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   X     No       .

Indicate by check mark whether the Company is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No

As of April 15, 2003, there were outstanding 9,673,894 shares of Class A Common Stock and 2,192,961 shares of Class B Common Stock.

OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)

OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The condensed consolidated financial statements included herein have been prepared by the Company without audit. However, the foregoing statements contain all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of Company management, necessary to present fairly the financial position as of April 5, 2003, and the results of operations and cash flows for the three month periods ended April 5, 2003 and March 30, 2002.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 2002 Annual Report.

A summary of inventories follows:

The replacement cost of inventory exceeds the above LIFO costs by $10,600 at April 5, 2003 and December 28, 2002.

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 April 5, 2003, 497,300 shares are available for grant. Options granted generally have 10 year terms and vest ratably over a four year period following date of grant.

The following pro forma information regarding net income and net income per share required by SFAS No. 123, "Accounting for Stock Based Compensation," has been determined as if the Company had accounted for its employee stock options under the fair value method of that statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2003 and 2002, respectively: risk-free interest rates of 3.90% and 4.91%; annual dividends of $.28; volatility factors of the expected market price of the Company's common stock of .364 and .514; 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 values of the options are amortized to expense over the options' vesting periods:

		April 5, 2003				March 30, 2002
Net income as reported		$	1,281			$	5,667
Add: Stock based compensation included in net income as reported, net of related tax effects			31				62
Deduct stock based compensation determined under fair value based methods for all awards, net of related tax effects			(461	)			(490	)
Pro forma net income			851				5,239
Net income per common share as reported
	Basic		0.11				0.46
	Diluted		0.11				0.45
Pro forma net income per common share
	Basic		0.07				0.42
	Diluted		0.07				0.42

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.

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 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 before income taxes 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:

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected Company income statement data expressed as a percentage of net sales.

Consolidated net sales for the first quarter ended April 5, 2003 were $99.3 million, a $1.5 million decrease (1.5%) compared to 2002 first quarter net sales of $100.8 million. The Company's net sales for the first quarter of 2003 and 2002 are summarized as follows:

The Company's first quarter 2003 domestic wholesale unit shipments exceeded first quarter 2002 unit shipments by approximately 12.9%. The increase in unit shipments resulted from a combination of additional unit shipments of Spring 2003 season merchandise in January 2003 versus December 2002, and an increase in the number of "close-out" units sold. Wholesale sales in dollars decreased by 2.7% due to overall price reductions in the Company's Spring product offering resulting in a lower average unit selling price of 10% and higher promotional support to our retail customers to assist in the effective flow of product through the retail channels during a challenging season.

The Company's first quarter 2003 retail sales increase was the result of stores opened subsequent to March 30, 2002, along with the retail period in 2003 including 14 weeks as compared to 13 weeks in 2002. These increases are offset, in part, by a comparable store sales decrease of 13.0%. The comparable store sales decrease resulted from a combination of the price reductions in our product line, the Easter sales period falling in the second quarter of 2003 compared to the first quarter of 2002, lower store traffic and a highly promotional retail environment.

At April 5, 2003 the Company operated 156 domestic OshKosh retail stores, including 149 factory outlet stores, two showcase stores, and five strip mall stores. During the first quarter of 2003, the Company opened two factory outlet stores. At March 30, 2002, the Company operated a total of 148 domestic OshKosh retail stores.

The Company's gross profit margin as a percent of sales was 41.0% in the first quarter of 2003, compared to 43.9% in the first quarter of 2002. The decrease in gross profit margin was due primarily to price reductions in the Company's product offering that could not be fully offset by product cost reductions, increases in promotional support to our wholesale customers and a highly promotional retail environment.

SG&A expenses for the first quarter of 2003 increased $3.4 million (9.2%) over the first quarter of 2002. As a percentage of net sales, SG&A expenses were 41.1% for the first quarter of 2003 as compared to 37.1% for the first quarter of 2002. The increase in expenses relates primarily to approximately $3.2 million of costs incurred to develop our Family Lifestyle Store concept, design startup costs for the Target licensing arrangement, along with growth in the Company's retail operations compared to the first quarter of 2002 (the Company ended the first quarter with eight more retail stores than at March 30, 2002).

The Company licenses the use of its trade name to selected licensees in the U.S. and in foreign countries. During the first quarter of 2003, the Company earned net royalty income of $2.2 million compared to net royalty income earned in the first quarter of 2002 of approximately $2.6 million. This reduction is attributable to decreases in royalty income from the Company's domestic juvenile products and footwear licensees in addition to a transition of licensees in Japan.

As a result of the factors described above, the Company's operating income fell to $2.1 million for the first quarter of 2003, as compared to $9.5 million for the first quarter of 2002.

The Company's first quarter 2003 net other income (expense) was a $.1 million expense compared to $.3 million in 2002. Interest expense was lower for the first quarter of 2003 due to prepayment of the Company's long-term debt during 2002.

The Company's effective tax rate for the first quarter of 2003 was 37.0% compared to 38.0% in 2002.

Net income for the three months ended April 5, 2003 of $1.3 million was $4.4 million less than net income for the three months ended March 30, 2002 of $5.7 million. Diluted earnings per share were $.11, a substantial decrease from 2002 first quarter diluted earnings per share of $.45.

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 of the year 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 2003 quarterly sales and income.

At April 5, 2003, the Company's cash and cash equivalents were $18.9 million, compared to $36.2 million at the end of 2002 and $44.6 million at March 30, 2002. The decrease in cash and cash equivalents at April 5, 2003 compared with December 29, 2002 relates to increases in inventories and accounts receivable, a reduction in accounts payable and accrued liabilities, a federal income tax payment during the quarter and share repurchases. The decrease in cash and cash equivalents at April 5, 2003 compared with March 30, 2002 is attributable to the prepayment of $24 million in long-term debt during 2002, in addition to stock repurchases in the second half of 2002. Net working capital at April 5, 2003 was $70.0 million compared to $71.0 million at December 28, 2002, and $90.5 million at March 30, 2002. The decrease in working capital compared to March 30, 2002 is primarily attributable to decreases in cash and cash equivalents. Accounts receivable at April 5, 2003, were $19.7 million compared to $16.7 million at December 28, 2002, and $28.3 million at March 30, 2002. The changes in account receivable levels relate primarily to timing of shipments of Spring 2003 product. Inventories at April 5, 2003 were $62.6 million, compared to $57.1 million at December 28, 2002, and $49.7 million at March 30, 2002. Management believes that April 5, 2003 inventory levels are generally appropriate for anticipated 2003 business activities. A portion of the inventory build up relates to planned build up of classic replenishment product to fully support our customers reorder requests, and store inventory levels planned to support the Easter shopping period.

Cash used in operations amounted to approximately $13.2 million in the first quarter of 2003, compared to cash provided of $12.4 million in the first quarter of 2002. The change in cash from operating activities in the first quarter of 2003 compared to 2002 is primarily attributable to reduced net income, increased inventory levels and minimal stock option exercises during the first quarter of 2003. In the first quarter of 2002 the tax benefits of stock option exercises provided operating cash flow.

Cash used in investing activities totaled $.7 million of cash in the first quarter of 2003 compared to $1.4 million in 2002. Capital expenditures were $.4 million in the first quarter of 2003 and $1.6 million in the first quarter of 2002.

Cash used in financing activities totaled $3.4 million in the first quarter of 2003, compared to cash provided of $4.4 million in the first quarter of 2002. The Company's primary financing activities in 2003 consisted of cash dividends and stock repurchases. In 2002, primary financing activities consisted of dividends and common stock issuance in connection with the exercise of stock options.

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 the first quarter of 2003, the Company repurchased 109,900 shares of its Class A common stock under these programs for approximately $2.6 million (an average of $23.51 per share). The Company has 441,700 shares of its Class A common stock available to be repurchased under its current repurchase program.

The Company has an unsecured credit agreement with a number of banks that provides a $75 million credit facility available for general corporate purposes, including cash borrowings and issuances of letters of credit. The credit facility expires October 30, 2003. The Company intends to renew this credit agreement before its expiration.

There were no outstanding borrowings on existing credit facilities at April 5, 2003, December 28, 2002 or March 30, 2002. The Company continues to rely on this credit facility to support its acquisition of inventory under letters of credit.

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 and business development needs.

The Company's contractual obligations disclosure in its Annual Report on Form 10-K for the year ended December 28, 2002 has not materially changed since that report was filed. An addition of a three-year computer lease and additions and renewals of Retail store leases, generally over five-year terms, were offset by payments made on existing operating leases during the first quarter of 2003.

As of April 5, 2003, the Company remains obligated under commercial commitments for merchandise letters of credit of $20.0 million and standby letters of credit of $1.2 million. All of these commitments expire within one year.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure," which is effective for fiscal years ending after December 15, 2002. This statement provides alternative methods for a transition to the fair value method of accounting for stock-based compensation. The statement also amends the disclosure provision of Statement 123, "Accounting for Stock-Based Compensation" by requiring disclosure in the summary of significant accounting policies of the entity's accounting policy, and additional disclosure of the impact on net income of the Company's existing method and fair value method of accounting for stock-based compensation. While the Company has not elected to adopt fair value accounting for its stock-based compensation, it has complied with the new disclosure requirements under Statement 148. As adopted, this statement does not have any impact on the Company's results of operations or financial position.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements in this Interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. This Interpretation does not have a material impact on the Company's consolidated financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, and revenues and expenses during the period. Significant accounting policies employed by the Company, including the use of estimates, are presented in the Notes to Consolidated Financial Statements of the Company's Annual Report.

Critical accounting policies are those that are most important to the presentation of the Company's financial condition and the results of operations, and require management's most difficult, subjective and complex judgments, and involve uncertainties. The Company's most critical accounting policies, discussed below, pertain to revenue recognition, accounts receivable, net, inventories and accrued expenses. Management must use informed judgments and best estimates to properly apply these critical accounting policies. Because of the uncertainty in these estimates, actual results could differ from estimates used in applying the critical accounting policies. The Company is not aware of any reasonably likely events or circumstances which would result in different amounts being reported that would materially affect its financial condition or results of operations.

Retail store revenue is recognized at the time of sale and is net of returns.

Revenue within the Company's wholesale business is recognized at the time merchandise is shipped from the Company's distribution centers, as this is when title and risk of loss passes to the customer. Revenue is reduced by provision for returns when the return is authorized by the Company. A provision for promotional support, allowances and co-op advertising claims recorded as a reduction of revenue is recognized when revenue from the related shipment of product is recognized.

Wholesale revenue is recorded net of returns, promotional support, allowances and the portion of co-op advertising program support that is not correlated with a specific acquisition of advertising material as described below.

In the normal course of business, the Company extends credit to customers. Accounts receivable, as shown on the Consolidated Balance Sheets, is net of allowances for doubtful accounts and other allowances.

An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the financial statements, assessments of collectibility based on historic trends and an evaluation of the impact of economic conditions.

The Company regularly receives unauthorized charge backs from its customers for a variety of operational reasons. The Company periodically evaluates the adequacy of its reserve for such amounts by reviewing the historical collection of operational charge backs. The Company also considers likely charge backs that are anticipated to be taken in the foreseeable future based on historical charge back rates to properly match subsequent charge back activity with the revenue reflected in the Company's financial statements.

Allowances for returns of unsaleable products and promotional support which reduce net sales are also reflected as a reduction to accounts receivable, net as they are generally settled upon payment of customer invoices.

Inventories are stated at lower of cost (using the last-in, first-out method) or market. The Company continually evaluates the composition of its inventories assessing slow-turning, ongoing product as well as prior season fashion product. Market value of aged inventory is determined based on historical sales trends for this category of inventory, the impact of market trends and economic conditions and current sales negotiations for this type of inventory.

Accrued expenses for employee health insurance, workers' compensation, profit sharing, contracted advertising, professional fees and other outstanding Company obligations are assessed based on statistical trends and estimates based on projections and current expectations, and are updated periodically as additional information becomes available.

The retail climate, particularly in many of the channels in which the Company's products are sold, remains challenging. Our previously announced decision to lower price points approximately 10% will continue on our 2003 Summer season product offerings. The promotional environment that exists in our wholesale business is likely to continue throughout 2003.

We are currently planning comparable store sales decreases in our retail business unit in the mid single digit range for the remainder of 2003, primarily as a result of lower retail selling prices to our consumers. We are also planning four additional new retail stores opening during 2003.

The Company's booked orders in dollars for the 2003 Summer and Fall seasons were below orders booked in dollars for the comparable 2002 season. The Company believes that this reduction is due primarily to lower unit price points, the significant economic slowdown experienced in the U.S. and the cautious approach to inventory management by many of the Company's wholesale customers.

We anticipate that our royalty income for the year will be approximately $2.0-$2.5 million higher than the 2002 amounts primarily due to the Target license in the second half of the year.

The Company continues to make financial investments in the Family Lifestyle retail store concept and Target licensing arrangement. These initiatives are expected to add $2.0-$2.6 million to the SG&A costs for the remainder of the year.

Genuine Kids from Oshkosh is expected to debut in Target stores across the country during the Fall Back-to-School season. The Company remains committed to its retail Family Lifestyle Store concept. Based on recent consumer research as well as other planning and development matters, the Company has decided to delay the opening of the initial Family Lifestyle Stores until the first quarter of 2004.

For the entire year 2003, we are currently estimating net sales of $430-$450 million:

We are currently projecting diluted earnings per share to be in the range of $1.85 to $2.00 for 2003.

For the entire year 2003, we are planning capital expenditures of $5.0-$6.0 million. We are currently budgeting depreciation and amortization for 2003 of $7.0 million.

The foregoing forward-looking statements are qualified in their entirety by the reference to the risks and uncertainties set forth under the heading "Forward-Looking Statements" below.

Statements contained herein and in future filings by the Company with the Securities and Exchange Commission (the "SEC"), in Company press releases and in oral statements made by, or with the approval of, authorized personnel that relate to the Company's future performance, including, without limitation, statements with respect to the Company's anticipated financial position, results of operations and level of business for 2003 or any other future period, are forward-looking statements within the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements, which are generally indicated by words or phrases such as "plan", "estimate", "project", "anticipate", "the Company believes", "management expects", "currently anticipates", "remains optimistic" and similar phrases are based on current expectations only and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, projected or estimated.

The following discussion highlights some of the risks that affect the financial success of the Company. Because it is not possible to determine the impact of these factors or changes in these factors, these risks and uncertainties may affect the Company's operating results in future periods.

The OshKosh B'Gosh brand has represented quality, style and a proper value proposition to its consumers for over a century. We believe that continued success depends on our ability to deliver trend-relevant merchandise that embodies the OshKosh brand essence, and provides a unique and compelling value proposition for our consumers in the Company's distribution channels. There can be no assurance that the demand for OshKosh B'Gosh product will not decline, or that we will be able to successfully evaluate and adapt our product to be aware of fashion trends in addition to wholesale customer and consumer preferences. A decline in the demand for our product would have a material adverse affect on our business, financial position and results of operations.

The children's apparel segment of the retail business is highly competitive. There are a number of brands, including Baby Gap, Gap Kids, The Children's Place, Gymboree, Carters, Healthtex, Old Navy, Disney licensed apparel products and a variety of private label brands that compete with our product offering in the higher quality department store market. There are also a number of competitors in the private label and discount channels that indirectly compete with the Company's product. Increased competition may reduce our sales and gross margins, therefore impacting our Company's operating results.

The Company believes that spending on children's apparel is somewhat discretionary. While certain apparel purchases are less discretionary due to size changes as children grow, the amount of clothing consumers desire to purchase, specifically name brand apparel products, is impacted by the overall level of consumer spending. Overall economic conditions that affect discretionary consumer spending include employment levels, business conditions, tax rates, interest rates, overall levels of consumer indebtedness and other factors that affect consumer spending. Reduction in the level of discretionary spending or shifts in consumer spending to other products may have a material adverse affect on the Company's sales and results of operations.

Historically, a disproportionate amount of our retail sales and shipments to wholesale customers related to the Fall/Back-to-School season for retail sales in the months of July, August and September. Since the Company's product is impacted by the season in which it is offered, changes in consumer spending or buying habits during key marketing periods could have a major impact on the Company's profitability. Consumer spending during any season may be influenced by weather conditions. For example, if the country were to experience unseasonably warm weather during the Fall/Back-to-School season, consumers may reduce their purchases of heavier and long sleeve apparel. If the Company's product offering for a particular season was not well received due to consumer spending factors unforeseen by the Company, the Company would have a substantial increase in obsolete product which would require significant markdowns out of season. If the Company was unable to meet its forecasted sales levels for the Fall/Bac k-to-School season, this would have a material affect on the Company's sales, gross margin and results of operations for the year.

The Company routinely sources its product in Asia, Mexico, Central America, and to a lesser degree, other areas of the world. Due to the inability of the Company to forecast or control these countries' political environments, labor climates or infrastructures, there is inherent risk associated with this product sourcing plan. Our business is subject to risks associated with foreign international business, including foreign governmental regulation and intervention, foreign currency fluctuation, social or political unrest, natural disasters, shipping and customs clearance in foreign countries and in the U.S., local business practices and economic conditions in countries outside of the United States. In addition, the spread of the SARS Virus and extent of local preventative measures taken in countries where the Company sources its product could affect contractor production capabilities. If any of these factors hinder the Company's ability to obtain products on a timely basis, there could be a significant disruption in the Company's operations.

The Company is dependent upon a variety of seaports for the importation of the Company's products, and is responsible for compliance with procedures established by U.S. customs for the importing of products. Changes in U.S. customs procedures concerning the importation of apparel products could have a material adverse impact on the Company's ability to utilize its global sourcing matrix. Further, the complications and stringent regulations that may be developed as part of the Homeland Security Program may result in delays or further costs in importing the Company's products. Unforeseen delays in customs clearance of any goods could have material adverse impact on our ability to deliver shipments in accordance with customer shipping specifications, resulting in material adverse affects on the Company's sales and profitability.

Since the majority of the Company's products are imported, the Company is dependent upon a fleet of international ocean carriers to deliver product on a timely basis. If this global transportation matrix were to be disrupted by factors such as a port strike, world trade restrictions or imposition of war, the Company would be unable to timely receive product sourced overseas. This could have a material adverse affect on the Company's sales and results of operations.

The Company regularly uses contractors located outside the United States. Accordingly, the labor laws and business practices in these countries may vary from those generally accepted in the United States. The Company requires its independent manufacturers to operate their businesses in compliance with local laws and regulations. However, due to their status as independent manufacturers, the Company cannot assure compliance with applicable local laws and cannot be certain that these laws are not different than those generally accepted in the United States. The Company could experience negative publicity as a result of media attention focused on international apparel manufacturing operations. Any negative publicity received by the Company could have a detrimental impact on its net sales and results of operations.

The Company sells its products to a number of department stores, including Kohl's, Kids R Us, JC Penney, May Co. and Federated Department Stores. The success of the Company's wholesale business is, in part, aligned with the success of these retailers and the levels of customer traffic in these department stores. While the Company believes that its target consumers will stay aligned with target customers of these department stores, further prospects for growth of the Company's wholesale business depend upon the success of these companies. The inability of these distribution channels to grow or achieve sales targets for the Company's products may have a significant material adverse affect on the Company's sales and results of operations.

Substantially all of the Company's retail stores are located in factory outlet centers across the country. Successful operation of a retail outlet store depends in part on the overall acceptance of the factory outlet center to attract a customer base sufficient to make store sales volume profitable. If the Company is unable to identify new outlet centers with anticipated consumer traffic sufficient to support a profitable sales level, retail growth may consequently be limited. Further, if existing outlet centers do not attract a sufficient customer base to obtain a reasonable sales volume, that could have a material adverse impact on the Company's sales, gross margin and results of operations. Further, the Company invests in an initial build out at these outlet centers. If the Company determined that a certain retail store was not successful, additional impairment of the retail build out and related fixtures may be necessary to reflect the reduced ongoing market value of these improvements. This woul d have an adverse affect on the Company's results of operations and financial position.

The Company's ability to attract and retain qualified design, sourcing and sales personnel, executive management and support function staff is key to the Company's success. If the Company were unable to attract and retain qualified individuals in these areas, an adverse impact on the Company's growth and results of operations may result.

The Company's brand image as a consumer product with outstanding quality and name recognition makes it valuable as a license source. The Company is able to license complementary products and obtain license income from use of the OshKosh, OshKosh B'Gosh and related trademarks. The Company is able to obtain substantial amounts of foreign license income as the OshKosh label carries an international reputation for quality and American style. While the Company takes significant steps to ensure the reputation of its brand is maintained through its license agreements, there can be no guarantee the Company's brand image will be enhanced or potentially be deteriorated through its association with products outside of the core OshKosh B'Gosh apparel products.

The highly competitive nature of the apparel industry has heightened deflationary pressure on selling prices over the past several years. If this trend persists, it will continue to put pressure on the Company's ability to increase its sales and operating margin. Historically, the Company has been able to achieve a relatively stable gross profit margin due to deflationary effects that influenced the manufacturing costs of apparel on a global scale. The maintenance of the Company's gross margin is dependent upon the Company's ability to resist deflationary price pressures and its ability to reduce apparel costs which include raw materials costs, especially cotton, and the cost of manufacturing throughout the world. If raw material costs increased or if the Company was not successful in negotiating low manufacturing costs, the Company would experience a reduction in gross profit margin in the future.

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.

The Company does not have any long-term debt, but has a $75 million credit agreement available for general corporate purposes. Borrowings under this agreement would bear interest at a variable rate, based on the London Interbank Offered Rates. Accordingly, the Company could be affected by interest rate changes. Management monitors this risk by carefully analyzing the short-term rates before borrowing on the credit facility.

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.

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.

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.

1. Evaluation of Disclosure Controls and Procedures
   

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), within 90 days prior to the filing date of this quarterly report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company's management, including the certifying officers of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the certifying officers concluded that the disclosure controls and procedures were effective as of the date of such evaluation to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared.

2. Changes in Internal Controls
   

There were not any significant changes in the Company's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

I, Douglas W. Hyde, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OshKosh B'Gosh, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

I, David L. Omachinski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OshKosh B'Gosh, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.