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Press release from Business Wire

Carter's, Inc. Reports Second Quarter 2012 Results

<ul> <li class='bwlistitemmargb'> <b>Net Sales $472 Million, Up 20%</b> </li> <li class='bwlistitemmargb'> <b>Earnings Per Share $0.35, Up 59%; Adjusted Earnings Per Share $0.37, Up 61%</b> </li> </ul>

Wednesday, July 25, 2012

Carter's, Inc. Reports Second Quarter 2012 Results06:30 EDT Wednesday, July 25, 2012 ATLANTA (Business Wire) -- Carter's, Inc. (NYSE:CRI), the largest branded marketer in the United States of apparel exclusively for babies and young children, today reported its second quarter 2012 results. “We are very pleased with our second quarter performance which reflects the strength of our product offerings and the success of our multi-channel growth strategies in the United States and international markets,” said Michael D. Casey, Chairman and Chief Executive Officer. “We are forecasting good growth in sales and earnings for the balance of the year supported by new product offerings and lower product costs.” Second Quarter of Fiscal 2012 compared to Second Quarter of Fiscal 2011 Consolidated net sales increased $77.7 million, or 19.7%, to $472.2 million. Net domestic sales of the Company's Carter's brands increased $48.2 million, or 15.3%, to $363.8 million. Net domestic sales of the Company's OshKosh B'gosh brand decreased $0.7 million, or 1.0%, to $71.1 million. Net international sales to customers outside the United States increased $30.2 million to $37.3 million, reflecting a full quarter of sales from the Company's Canadian operations in fiscal 2012. Operating income in the second quarter of fiscal 2012 was $34.4 million, an increase of $12.4 million, or 56.3%, from $22.0 million in the second quarter of fiscal 2011. Second quarter fiscal 2012 pre-tax income includes expenses of approximately $1.8 million related to the previously-announced closure of the Company's Hogansville, Georgia distribution center in fiscal 2013 and the revaluation of contingent consideration associated with the June 2011 acquisition of Bonnie Togs, a retailer of children's apparel in Canada. Second quarter fiscal 2011 pre-tax income included approximately $1.2 million of expenses related to the Bonnie Togs acquisition. Excluding the facility closure-related costs and the acquisition-related expenses noted above and detailed at the end of this release, adjusted operating income in the second quarter of fiscal 2012 was $36.2 million, an increase of $13.0 million, or 56.2%, from the second quarter of fiscal 2011. Net income increased $8.1 million, or 64.3%, to $20.8 million, or $0.35 per diluted share, compared to $12.7 million, or $0.22 per diluted share, in the second quarter of fiscal 2011. Excluding the facility closure-related costs and the acquisition-related expenses noted above and detailed at the end of this release, adjusted net income in the second quarter of fiscal 2012 increased $9.0 million, or 66.8%, to $22.4 million, or $0.37 per diluted share. This compares to adjusted net income of $13.4 million, or $0.23 per diluted share, in the second quarter of fiscal 2011. A reconciliation of income as reported under accounting principles generally accepted in the United States of America (“GAAP”) to adjusted income is provided at the end of this release. Business Segment Results As a result of the Bonnie Togs acquisition in June 2011, the Company realigned its reportable segments. Effective October 1, 2011, the Company's reportable segments include Carter's retail, Carter's wholesale, OshKosh retail, OshKosh wholesale, and international. Results for previous periods have been recast to conform to the realigned segment presentation. Carter's SegmentsCarter's retail segment sales increased $26.3 million, or 18.4%, to $169.3 million. The increase was driven by incremental sales of $16.9 million from new store openings and $9.5 million from eCommerce sales, and a comparable store sales increase of $1.3 million, or 1.0%. This growth was partially offset by a sales decrease of $1.5 million attributed to store closings. In the second quarter of fiscal 2012, the Company opened 16 Carter's retail stores and closed three. As of the end of the second quarter, the Company operated 385 Carter's retail stores in the United States. Carter's wholesale segment sales grew $21.9 million or 12.7%, to $194.5 million reflecting strong demand for the Company's Carter's, Child of Mine, and Just One You brands. OshKosh B'gosh SegmentsOshKosh retail segment sales increased $1.2 million, or 2.1%, to $58.3 million. The increase reflects incremental sales of $2.5 million from eCommerce sales, a comparable store sales increase of $0.5 million, or 1.0%, and incremental sales of $0.5 million for new store openings. The growth was partially offset by a sales decrease of $2.4 million attributed to store closings. In the second quarter of fiscal 2012, the Company opened one OshKosh retail store and closed three. As of the end of the second quarter, the Company operated 166 OshKosh retail stores in the United States. OshKosh wholesale segment sales decreased $1.9 million, or 13.0%, to $12.8 million, principally due to lower sales to the off-price channel. International Segment International segment sales increased $30.2 million to $37.3 million, reflecting a full quarter of sales from the Company's Canadian operations in fiscal 2012. In the second quarter of fiscal 2012, the Company opened four retail stores in Canada. As of the end of the second quarter, the Company operated 73 retail stores in Canada. First Half of Fiscal 2012 compared to First Half of Fiscal 2011 Consolidated net sales increased $160.3 million, or 18.6%, to $1.0 billion. Net domestic sales of the Company's Carter's brands increased $95.4 million, or 13.7%, to $790.5 million. Net domestic sales of the Company's OshKosh B'gosh brand increased $3.5 million, or 2.4%, to $149.4 million. Net international sales to customers outside the United States increased $61.4 million to $84.0 million. Operating income in the first half of fiscal 2012 was $88.2 million, an increase of $12.6 million, or 16.6%, from $75.7 million in the first half of fiscal 2011. First half fiscal 2012 pre-tax income includes expenses of approximately $3.6 million related to the previously-announced closure of the Company's Hogansville, Georgia distribution center and the revaluation of contingent consideration associated with the acquisition of Bonnie Togs. First half fiscal 2011 pre-tax income included approximately $2.2 million of expenses related to the Bonnie Togs acquisition. Excluding the facility closure-related costs and the acquisition-related expenses noted above and detailed at the end of this release, adjusted operating income in the first half of fiscal 2012 was $91.8 million, an increase of $14.0 million, or 17.9%, from the first half of fiscal 2011. Net income increased $8.3 million, or 18.5%, to $53.1 million, or $0.89 per diluted share, compared to $44.8 million, or $0.76 per diluted share, in the first half of fiscal 2011. Excluding the facility closure-related costs and the acquisition-related expenses noted above and detailed at the end of this release, adjusted net income in the first half of fiscal 2012 increased $9.8 million, or 21.3%, to $56.0 million, or $0.94 per diluted share. This compares to adjusted net income of $46.2 million, or $0.79 per diluted share, in the first half of fiscal 2011. A reconciliation of income as reported under accounting principles generally accepted in the United States of America (“GAAP”) to adjusted income is provided at the end of this release. Cash flow from operations in the first half of fiscal 2012 was $89.9 million compared to cash flow used in operations of $86.3 million in the first half of fiscal 2011. The increase was primarily due to favorable net changes in working capital and increased earnings. Carter's SegmentsCarter's retail segment sales increased $65.7 million, or 23.4%, to $346.5 million, driven by incremental sales of $34.8 million generated by new store openings and $23.6 million from eCommerce sales, and a comparable store sales increase of $9.7 million, or 3.8%. This growth was partially offset by a sales decrease of $2.5 million attributed to store closings. In the first half of fiscal 2012, the Company opened 32 Carter's retail stores and closed six. Carter's wholesale segment sales increased $29.8 million, or 7.2%, to $444.0 million, reflecting growth in the Company's Child of Mine,Carter's, and Just One You brands, partially offset by lower off-price channel sales. OshKosh B'gosh SegmentsOshKosh retail segment sales increased $5.2 million, or 4.7%, to $116.3 million, driven by incremental sales of $6.0 million generated by eCommerce sales, a comparable store sales increase of $2.8 million, or 2.8%, $1.0 million generated by new store openings, partially offset by a sales decrease of $4.7 million attributed to store closings. In the first half of fiscal 2012, the Company opened one OshKosh retail store and closed five. OshKosh wholesale segment sales decreased $1.7 million, or 4.9%, to $33.1 million. International Segment International segment sales increased $61.4 million to $84.0 million, principally reflecting the contribution of the Company's business in Canada and higher wholesale sales in other countries. In the first half of fiscal 2012, the Company opened eight retail stores in Canada. 2012 Business Outlook For the third quarter of fiscal 2012, the Company expects net sales to increase in the mid-single digit percentage range over the third quarter of fiscal 2011. The Company expects adjusted diluted earnings per share, excluding expenses totaling approximately $2 million related to the Bonnie Togs acquisition and the previously-announced distribution center closure, or other items the Company believes to be nonrepresentative of underlying business performance, to increase approximately 25% to 30%, compared to adjusted diluted earnings per share of $0.67 in the third quarter of fiscal 2011. For fiscal 2012, the Company expects net sales will increase approximately 9% to 11% over fiscal 2011. The Company expects adjusted diluted earnings per share, excluding approximately $4 million to $5 million in expenses related to the Bonnie Togs acquisition, $3 million to $4 million in expenses related to the previously-announced distribution center closure, or other items the Company believes to be nonrepresentative of underlying business performance, to increase approximately 20% to 25% compared to adjusted diluted earnings per share of $2.09 in fiscal 2011. Conference Call The Company will hold a conference call with investors to discuss second quarter fiscal 2012 results and its business outlook on July 25, 2012 at 8:30 a.m. Eastern Time. To participate in the call, please dial 913-312-1383. To listen to a live broadcast of the call on the internet, please log on to www.carters.com and select the “Second Quarter 2012 Earnings Conference Call” link under the “Investor Relations” tab. Presentation materials for the call can be accessed at www.carters.com by selecting the “Conference Calls & Webcasts” link under the “Investor Relations” tab. A replay of the call will be available shortly after the broadcast through August 3, 2012, at 719-457-0820, passcode 5384169. The replay will also be archived on the Company's website. About Carter's, Inc. Carter's, Inc. is the largest branded marketer in the United States of apparel and related products exclusively for babies and young children. The Company owns the Carter's and OshKosh B'gosh brands, two of the most recognized brands in the marketplace. These brands are sold in leading department stores, national chains, and specialty retailers domestically and internationally. They are also sold through more than 600 Company-operated stores in the United States and Canada and on-line at www.carters.com and www.oshkoshbgosh.com. The Company's Just One You, Precious Firsts, and Genuine Kids brands are available at Target, and its Child of Mine brand is available at Walmart. Carter's is headquartered in Atlanta, Georgia. Additional information may be found at www.carters.com. Cautionary Language This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to the Company's future performance, including, without limitation, statements with respect to the Company's anticipated financial results for the third quarter of fiscal 2012 and fiscal year 2012, or any other future period, assessment of the Company's performance and financial position, and drivers of the Company's sales and earnings growth. Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. Factors that could cause actual results to materially differ include: the acceptance of the Company's products in the marketplace; changes in consumer preference and fashion trends; seasonal fluctuations in the children's apparel business; negative publicity; the breach of the Company's consumer databases; increased production costs; deflationary pricing pressures and customer acceptance of higher selling prices; a continued decrease in the overall level of consumer spending; the Company's dependence on its foreign supply sources; failure of its foreign supply sources to meet the Company's quality standards or regulatory requirements; the impact of governmental regulations and environmental risks applicable to the Company's business; disruption to our eCommerce business, distribution facilities, or in-sourcing capabilities; the loss of a product sourcing agent; increased competition in the baby and young children's apparel market; the ability of the Company to identify new retail store locations, and negotiate appropriate lease terms for the retail stores; the ability of the Company to adequately forecast demand, which could create significant levels of excess inventory; failure to successfully integrate Bonnie Togs into our existing business and realize growth opportunities and other benefits from the acquisition; failure to achieve sales growth plans, cost savings, and other assumptions that support the carrying value of the Company's intangible assets; and the ability to attract and retain key individuals within the organization. Many of these risks are further described in the most recently filed Quarterly Report on Form 10-Q and other reports filed with the Securities and Exchange Commission under the headings "Risk Factors" and "Forward-Looking Statements." The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.       CARTER'S, INC.CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands, except for share data) (unaudited)   For thethree-month period endedFor thesix-month period endedJune 30, 2012   July 2, 2011June 30, 2012   July 2, 2011 Net sales $ 472,162 $ 394,488 $ 1,023,824 $ 863,488 Cost of goods sold 288,919   259,445   645,842   570,360   Gross profit 183,243 135,043 377,982 293,128 Selling, general, and administrative expenses 156,290 121,290 305,995 235,070 Royalty income (7,474 ) (8,269 ) (16,240 ) (17,598 ) Operating income 34,427 22,022 88,227 75,656 Interest expense, net 1,738 1,756 3,695 3,606 Foreign currency (gain) loss (207 ) (231 ) 99   (231 ) Income before income taxes 32,896 20,497 84,433 72,281 Provision for income taxes 12,091   7,838   31,353   27,499   Net income $ 20,805   $ 12,659   $ 53,080   $ 44,782   Basic net income per common share $ 0.35 $ 0.22 $ 0.90 $ 0.77 Diluted net income per common share $ 0.35 $ 0.22 $ 0.89 $ 0.76         CARTER'S, INC.BUSINESS SEGMENT RESULTS (unaudited)   For the three-month periods endedFor the six-month periods ended (dollars in thousands) June 30, 2012% ofTotal   July 2, 2011% ofTotalJune 30, 2012% ofTotal   July 2, 2011% ofTotalNet sales: Carter's Wholesale $ 194,523 41.2 % $ 172,634 43.8 % $ 444,008 43.4 % $ 414,253 48.0 % Carter's Retail (a) 169,261   35.8 % 142,921   36.2 % 346,465   33.8 % 280,783   32.5 % Total Carter's 363,784   77.0 % 315,555   80.0 % 790,473   77.2 % 695,036   80.5 % OshKosh Retail (a) 58,301 12.3 % 57,112 14.5 % 116,289 11.4 % 111,106 12.9 % OshKosh Wholesale 12,789   2.7 % 14,700   3.7 % 33,063   3.2 % 34,776   4.0 % Total OshKosh 71,090   15.1 % 71,812   18.2 % 149,352   14.6 % 145,882   16.9 % International (b) 37,288   7.9 % 7,121   1.8 % 83,999   8.2 % 22,570   2.6 % Total net sales $ 472,162   100.0 % $ 394,488   100.0 % $ 1,023,824   100.0 % $ 863,488   100.0 %   Operating income (loss):% ofsegmentnet sales% ofsegmentnet sales% ofsegmentnet sales% ofsegmentnet sales Carter's Wholesale $ 35,945 18.5 % $ 20,438 11.8 % $ 76,216 17.2 % $ 57,581 13.9 % Carter's Retail (a) 19,951   11.8 % 19,392   13.6 % 50,485   14.6 % 46,055   16.4 % Total Carter's 55,896   15.4 % 39,830   12.6 % 126,701   16.0 % 103,636   14.9 % OshKosh Retail (a) (9,319 ) (16.0 )% (5,719 ) (10.0 )% (16,778 ) (14.4 )% (11,121 ) (10.0 )% OshKosh Wholesale (574 ) (4.5 )% (1,994 ) (13.6 )% (454 ) (1.4 )% (431 ) (1.2 )% Total OshKosh (9,893 ) (13.9 )% (7,713 ) (10.7 )% (17,232 ) (11.5 )% (11,552 ) (7.9 )% International (b) 6,257   (c) 16.8 % 3,607   50.7 % 13,724   (c) 16.3 % 8,586   38.0 % Segment operating income 52,260 11.1 % 35,724 9.1 % 123,193 12.0 % 100,670 11.7 % Corporate expenses (d) (17,833 ) (e) (3.8 )% (13,702 ) (f) (3.5 )% (34,966 ) (e) (3.4 )% (25,014 ) (f) (2.9 )% Total operating income $ 34,427   7.3 % $ 22,022   5.6 % $ 88,227   8.6 % $ 75,656   8.8 %     (a) Includes eCommerce results. (b) Net sales includes international retail, eCommerce, and wholesale sales. Operating income includes international licensing income. (c) Includes $1.1 million and $1.8 million charges associated with the revaluation of the Company's contingent consideration for the three and six-month periods ended June 30, 2012. (d) Corporate expenses generally include expenses related to incentive compensation, stock-based compensation, executive management, severance and relocation, finance, building occupancy, information technology, certain legal fees, consulting, and audit fees. (e) Includes $0.7 million and $1.8 million in facility closure-related costs related to closure of a distribution facility located in Hogansville, Georgia for the three and six-month periods ended June 30, 2012, respectively. For the second quarter of 2012, the total closure-related costs consisted of severance of $0.3 million, accelerated depreciation (included in selling, general and administrative expenses) of $0.4 million, and other closure costs of $0.1 million. For the first half of 2012, the total closure-related costs consisted of severance of $1.4 million, accelerated depreciation (included in selling, general and administrative expenses) of $0.4 million and other closure costs of $0.1 million. (f) Includes $1.2 million and $2.2 million of professional service fees associated with the acquisition of Bonnie Togs for the three and six-month periods ended July 2, 2011, respectively.       CARTER'S, INC.CONSOLIDATED BALANCE SHEETS (dollars in thousands, except for share data) (unaudited)   June 30, 2012December 31, 2011July 2, 2011ASSETS Current assets: Cash and cash equivalents $ 237,629 $ 233,494 $ 86,725 Accounts receivable, net 131,888 157,754 124,667 Finished goods inventories, net 377,857 347,215 458,114 Prepaid expenses and other current assets 16,858 18,519 16,689 Deferred income taxes 23,838   25,165   23,687   Total current assets 788,070 782,147 709,882 Property, plant, and equipment, net 139,592 122,346 101,796 Tradenames 306,028 306,176 306,356 Goodwill 188,621 188,679 191,050 Deferred debt issuance costs, net 2,270 2,624 2,978 Other intangible assets, net 221 258 311 Other assets 436   479   445   Total assets $ 1,425,238   $ 1,402,709   $ 1,312,818   LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ — $ — $ — Accounts payable 120,922 102,804 119,428 Other current liabilities 34,012   49,949   37,226   Total current liabilities 154,934 152,753 156,654 Long-term debt 186,000 236,000 236,000 Deferred income taxes 113,355 114,421 112,261 Other long-term liabilities 103,612   93,826   75,021   Total liabilities 557,901   597,000   579,936   Commitments and contingencies Stockholders' equity: Preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at June 30, 2012, December 31, 2011, and July 2, 2011 — — — Common stock, voting; par value $.01 per share; 150,000,000 shares authorized; 58,989,420, 58,595,421, and 58,087,327 shares issued and outstanding at June 30, 2012, December 31, 2011, and July 2, 2011, respectively 590 586 581 Additional paid-in capital 240,427 231,738 218,857 Accumulated other comprehensive loss (11,427 ) (11,282 ) (1,989 ) Retained earnings 637,747   584,667   515,433   Total stockholders' equity 867,337   805,709   732,882   Total liabilities and stockholders' equity $ 1,425,238   $ 1,402,709   $ 1,312,818     CARTER'S, INC.CONSOLIDATED STATEMENTS OF CASH FLOW (dollars in thousands) (unaudited)   For the six-month periodsendedJune 30, 2012   July 2, 2011 Cash flows from operating activities: Net income $ 53,080 $ 44,782 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 17,606 16,367 Non-cash revaluation of contingent consideration 1,779 — Amortization of Bonnie Togs tradename and non-compete agreements 187 — Amortization of debt issuance costs 354 354 Non-cash stock-based compensation expense 6,351 4,883 Income tax benefit from stock-based compensation (1,834 ) (2,840 ) Loss on disposal/sale of property, plant, and equipment 517 140 Deferred income taxes 554 4,844 Effect of changes in operating assets and liabilities: Accounts receivable 25,887 (234 ) Inventories (30,705 ) (123,324 ) Prepaid expenses and other assets 1,706 1,291 Accounts payable and other liabilities 14,457   (32,565 )   Net cash provided by (used in) operating activities 89,939   (86,302 )   Cash flows from investing activities: Capital expenditures (37,711 ) (16,086 ) Acquisition of Bonnie Togs — (61,199 ) Proceeds from sale of property, plant, and equipment 6   —     Net cash used in investing activities (37,705 ) (77,285 )   Cash flows from financing activities: Borrowings under revolving credit facility 2,500 — Payments on revolving credit facility (52,500 ) — Income tax benefit from stock-based compensation 1,834 2,840 Withholdings from vesting of restricted stock (2,408 ) (1,602 ) Proceeds from exercise of stock options 2,481   1,692     Net cash (used in) provided by financing activities (48,093 ) 2,930   Effect of exchange rate changes on cash (6 ) — Net increase (decrease) in cash and cash equivalents 4,135 (160,657 ) Cash and cash equivalents, beginning of period 233,494   247,382     Cash and cash equivalents, end of period $ 237,629   $ 86,725     CARTER'S, INC.RECONCILIATION OF GAAP TO ADJUSTED RESULTS   Three-month period ended June 30, 2012 (dollars in millions, except earnings per share) SG&A   OperatingIncome   Net Income   Diluted EPSAs reported (GAAP) $ 156.3 $ 34.4 $ 20.8 $ 0.35 Revaluation of contingent consideration (a) (1.1 ) 1.1 1.1 0.01 Facility closure-related costs (b) (0.7 ) 0.7   0.5   0.01 As adjusted (d) $ 154.5   $ 36.2   $ 22.4   $ 0.37   Six-month period ended June 30, 2012 (dollars in millions, except earnings per share) SG&AOperatingIncomeNet IncomeDiluted EPSAs reported (GAAP) $ 306.0 $ 88.2 $ 53.1 $ 0.89 Revaluation of contingent consideration (a) (1.8 ) 1.8 1.8 0.03 Facility closure-related costs (b) (1.8 ) 1.8   1.2   0.02 As adjusted (d) $ 302.4   $ 91.8   $ 56.0   $ 0.94   Three-month period ended July 2, 2011 (dollars in millions, except earnings per share) SG&AOperatingIncomeNet IncomeDiluted EPSAs reported (GAAP) $ 121.3 $ 22.0 $ 12.7 $ 0.22 Professional fees / other expenses (c) (1.2 ) 1.2   0.7   0.01 As adjusted (d) $ 120.1   $ 23.2   $ 13.4   $ 0.23   Six-month period ended July 2, 2011 (dollars in millions, except earnings per share) SG&AOperatingIncomeNet IncomeDiluted EPSAs reported (GAAP) $ 235.1 $ 75.7 $ 44.8 $ 0.76 Professional fees / other expenses (c) (2.2 ) 2.2   1.4   0.03 As adjusted (d) $ 232.9   $ 77.9   $ 46.2   $ 0.79   (a) Revaluation of the contingent consideration liability associated with the Company's June 2011 acquisition of Bonnie Togs. (b) Costs related to the closure of a distribution facility located in Hogansville, Georgia, including severance and related benefits of $0.3 million and $1.4 million for the three and six-month periods ended June 30, 2012, respectively, $0.4 million in accelerated depreciation for the three and six-months period ended June 30, 2012, respectively and $0.1 million in other closure costs for the three and six-month periods ended June 30, 2012, respectively. (c) Professional service fees associated with the acquisition of Bonnie Togs. (d) In addition to the results provided in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements that present SG&A, operating income, net income, and net income on a diluted share basis excluding the adjustments discussed above. The Company believes these adjustments provide a meaningful comparison of the Company's results. The adjusted, non-GAAP financial measurements included in this earnings release should not be considered as an alternative to net income or as any other measurement of performance derived in accordance with GAAP. The adjusted, non-GAAP financial measurements are presented for informational purposes only and are not necessarily indicative of the Company's future condition or results of operations.   Note: Results may not be additive due to rounding.   CARTER'S, INC.RECONCILIATION OF GAAP TO ADJUSTED RESULTS   Three-month period ended October 1, 2011 (dollars in millions, except earnings per share) GrossMargin   SG&A   OperatingIncome   Net Income   Diluted EPSAs reported (GAAP) $ 192.1 $ 145.8 $ 56.8 $ 34.4 $ 0.58 Amortization of fair value step-up of inventory (a) 5.9 — 5.9 4.3 0.07 Revaluation of contingent consideration (b) — (1.0 ) 1.0 1.0 0.02 Professional fees / other expenses (c) —   (0.1 ) 0.1   —   — As adjusted (d) $ 198.1   $ 144.8   $ 63.8   $ 39.7   $ 0.67     Twelve-month period ended December 31, 2011 (dollars in millions, except earnings per share) GrossMarginSG&AOperatingIncomeNet IncomeDiluted EPSAs reported (GAAP) $ 692.3 $ 542.1 $ 187.5 $ 114.0 $ 1.94 Acquisition-related expenses: Amortization of fair value step-up of inventory (a) 6.7 — 6.7 4.8 0.08 Revaluation of contingent consideration (b) — (2.5 ) 2.5 2.5 0.04 Professional fees / other expenses (c) —   (3.0 ) 3.0   1.9   0.03 Total acquisition-related expenses 6.7   (5.5 ) 12.2   9.2   0.15 As adjusted (d) $ 698.9   $ 536.6   $ 199.7   $ 123.2   $ 2.09   (a) Expense related to the amortization of the fair value step-up for Bonnie Togs inventory acquired. (b) Revaluation of the contingent consideration liability associated with the Company's June 2011 acquisition of Bonnie Togs. (c) Professional service fees associated with the acquisition of Bonnie Togs. (d) In addition to the results provided in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements that present gross margin, SG&A, operating income, net income, and net income on a diluted share basis excluding the adjustments discussed above. The Company believes these adjustments provide a meaningful comparison to the Company's results. The adjusted, non-GAAP financial measurements included in this earnings release should not be considered as an alternative to net income or as any other measurement of performance derived in accordance with GAAP. The adjusted, non-GAAP financial measurements are presented for informational purposes only and are not necessarily indicative of the Company's future condition or results of operations.   Note: Results may not be additive due to rounding.       CARTER'S, INC.RECONCILIATION OF NET INCOME ALLOCABLE TO COMMON SHAREHOLDERS   For thethree-month periods endedFor thesix-month periods endedJune 30, 2012   July 2, 2011June 30, 2012   July 2, 2011 Weighted-average number of common and common equivalent outstanding: Basic number of common shares outstanding 58,200,702 57,320,717 58,128,989 57,185,008 Dilutive effect of unvested restricted stock 170,495 96,845 174,134 101,921 Dilutive effect of stock options 676,321   635,425   645,174   665,797   Diluted number of common and common equivalent shares outstanding 59,047,518   58,052,987       58,948,297   57,952,726     As reported on a GAAP Basis: Basic net income per common share: Net income $ 20,805,000 $ 12,659,000 $ 53,080,000 $ 44,782,000 Income allocated to participating securities (281,253 ) (140,083 ) (718,436 ) (496,715 ) Net income available to common shareholders $ 20,523,747   $ 12,518,917   $ 52,361,564   $ 44,285,285     Basic net income per common share $ 0.35 $ 0.22 $ 0.90 $ 0.77   Diluted net income per common share Net income $ 20,805,000 $ 12,659,000 $ 53,080,000 $ 44,782,000 Income allocated to participating securities (278,065 ) (138,564 ) (710,655 ) (491,061 ) Net income available to common shareholders $ 20,526,935   $ 12,520,436   $ 52,369,345   $ 44,290,939     Diluted net income per common share 0.35 0.22 0.89 0.76   As adjusted (a): Basic net income per common share: Net income $ 22,353,000 $ 13,402,000 $ 56,021,000 $ 46,176,000 Income allocated to participating securities (302,179 ) (148,305 ) (758,242 ) (512,177 ) Net income available to common shareholders $ 22,050,821   $ 13,253,695   $ 55,262,758   $ 45,663,823     Basic net income per common share $ 0.38 $ 0.23 $ 0.95 $ 0.80   Diluted net income per common share Net income $ 22,353,000 $ 13,402,000 $ 56,021,000 $ 46,176,000 Income allocated to participating securities (298,755 ) (146,697 ) (750,030 ) (506,347 ) Net income available to common shareholders $ 22,054,245   $ 13,255,303   $ 55,270,970   $ 45,669,653     Diluted net income per common share $ 0.37 $ 0.23 $ 0.94 $ 0.79   (a) In addition to the results provided in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements that present per share data excluding the adjustments discussed above. The Company has excluded $1.6 million and $2.9 million in after-tax expenses from these results for the three and six-month periods ended June 30, 2012, respectively. The Company has excluded $0.7 million and $1.4 million in after-tax expenses from these results for the three and six-month periods ended July 2, 2011, respectively. Carter?s, Inc.Sean McHugh, 404-745-2889Vice President,Investor Relations & Treasury