1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-5256 ---------------------------------------------------- GERBER CHILDRENSWEAR, INC. (Exact name of registrant as specified in its charter) ---------------------------------------------------- Delaware 62-1624764 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) ---------------------------------------------------- 7005 Pelham Road Greenville, SC 29615 (Address of principal executive offices) (864) 987-5200 (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. [X] YES [ ] NO As of August 10, 2000, there were outstanding 8,271,739 shares of Common Stock and 8,692,315 shares of Class B Common Stock. 2 GERBER CHILDRENSWEAR, INC. INDEX PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Condensed Consolidated Balance Sheets as of July 1, 2000, July 3, 1999 and December 31, 1999............................... 1 Condensed Consolidated Statements of Income and Comprehensive Income for the quarters ended July 1, 2000 and July 3, 1999 and for the six months ended July 1, 2000 and July 3, 1999..................................................... 2 Condensed Consolidated Statements of Cash Flows for the six months ended July 1, 2000 and July 3, 1999...................... 3 Notes to Condensed Consolidated Financial Statements............ 4-7 Item 2 - Management's Discussion and Analysis of Financial Condition and Results Of Operations....................................... 8-11 Item 3 - Quantitative and Qualitative Disclosures about Market Risk...... 11 PART II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders............. 12 Item 6 - Exhibits and Reports on Form 8-K................................ 12 Signatures............................................................... 13 Exhibit - Financial Data Schedule........................................ 14 3 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS GERBER CHILDRENSWEAR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (UNAUDITED) (NOTE) JULY 1, JULY 3, DECEMBER 31, 2000 1999 1999 -------- -------- -------- (In thousands) ASSETS Current Assets Cash and cash equivalents ................................ $ 14,960 $ 4,328 $ 17,503 Accounts receivable, net ................................. 36,944 35,987 37,261 Inventories .............................................. 78,762 94,641 65,286 Deferred income taxes .................................... 4,203 4,603 3,100 Other .................................................... 2,245 2,240 1,831 -------- -------- -------- Total current assets ............................... 137,114 141,799 124,981 -------- -------- -------- Property, plant and equipment ................................ 42,915 35,228 39,149 Less accumulated depreciation ............................ 14,559 9,920 12,273 -------- -------- -------- 28,356 25,308 26,876 -------- -------- -------- Other Assets Excess of cost over fair value of net assets acquired, net 17,563 19,061 18,395 Other .................................................... 8,794 7,964 8,172 -------- -------- -------- Total other assets ................................. 26,357 27,025 26,567 -------- -------- -------- $191,827 $194,132 $178,424 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable ......................................... $ 13,976 $ 17,629 $ 9,239 Accrued expenses ......................................... 19,064 16,244 15,155 Revolving credit loan payable ............................ -- 11,150 -- Current portion of long-term debt and capital leases ..... 6,674 6,544 6,686 Income tax payable ....................................... 4,785 5,018 3,054 -------- -------- -------- Total current liabilities .......................... 44,499 56,585 34,134 -------- -------- -------- Non-Current Liabilities Long-term debt ........................................... 9,501 16,185 12,843 Other non-current liabilities ............................ 20,579 17,667 19,521 -------- -------- -------- Total non-current liabilities ...................... 30,080 33,852 32,364 -------- -------- -------- Shareholders' Equity ......................................... 117,248 103,695 111,926 -------- -------- -------- $191,827 $194,132 $178,424 ======== ======== ======== Note: The amounts were derived from the audited financial statements at that date. See accompanying notes 1 4 GERBER CHILDRENSWEAR, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) FOR THE QUARTER ENDED FOR THE SIX MONTHS ENDED ------------------------------------------------------ JULY 1, JULY 3, JULY 1, JULY 3, 2000 1999 2000 1999 ------- ------- -------- -------- (In thousands, except per share data) Net sales .................................. $58,345 $58,768 $118,834 $125,053 Cost of sales .............................. 45,125 44,574 89,369 92,415 ------- ------- -------- -------- Gross margin ............................... 13,220 14,194 29,465 32,638 Selling, general and administrative expenses 10,044 10,254 20,166 20,642 ------- ------- -------- -------- Income before interest and income taxes .... 3,176 3,940 9,299 11,996 Interest expense, net of interest income ... 9 543 135 1,198 ------- ------- -------- -------- Income before income taxes ................. 3,167 3,397 9,164 10,798 Provision for income taxes ................. 824 1,182 2,902 3,814 ------- ------- -------- -------- Net income ................................. 2,343 2,215 6,262 6,984 Foreign currency translation ........... (70) (827) (916) (2,246) ------- ------- -------- -------- Comprehensive income ....................... $ 2,273 $ 1,388 $ 5,346 $ 4,738 ======= ======= ======== ======== Earnings per common share ................ $ .14 $ .13 $ .37 $ .42 Earnings per common share - diluted ...... $ .12 $ .11 $ .31 $ .35 Denominator Weighted average shares - basic ............ 16,792 16,621 16,773 16,599 Effect of dilutive securities: Warrants ................................. 2,958 2,958 2,958 2,958 Nonvested stock/stock options ............ 144 349 167 373 ------- ------- -------- -------- Adjusted weighted average shares - diluted . 19,894 19,928 19,898 19,930 ======= ======= ======== ======== See accompanying notes 2 5 GERBER CHILDRENSWEAR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED ----------------------- JULY 1, JULY 3, 2000 1999 -------- -------- (In thousands) OPERATING ACTIVITIES Net income ........................................ $ 6,262 $ 6,984 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization ................... 3,111 3,030 Other ........................................... (1,986) (888) Changes in assets and liabilities Accounts receivable, net .................... 142 241 Inventories ................................. (13,565) (7,922) Accounts payable ............................ 4,759 5,876 Other assets and liabilities, net ........... 6,459 4,488 -------- -------- 5,182 11,809 -------- -------- INVESTING ACTIVITIES Purchases of property, plant and equipment ........ (4,209) (3,048) Proceeds from sale of property, plant and equipment 95 50 -------- -------- (4,114) (2,998) -------- -------- FINANCING ACTIVITIES Borrowings under revolving credit agreement ....... -- 37,500 Repayments under revolving credit agreement ....... -- (41,650) Principal payments on long-term borrowings and capital leases ............................... (3,346) (1,714) Other ............................................. (74) (34) -------- -------- (3,420) (5,898) -------- -------- Effect of exchange rate changes on cash ........... (191) (365) -------- -------- Net (decrease) increase in cash and cash equivalents .. (2,543) 2,548 Cash and cash equivalents at beginning of period ...... 17,503 1,780 -------- -------- Cash and cash equivalents at end of period ............ $ 14,960 $ 4,328 ======== ======== See accompanying notes 3 6 GERBER CHILDRENSWEAR, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated financial statements included herein have been prepared by Gerber Childrenswear, Inc. ("the Company") pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The interim financial statements are unaudited and, in the opinion of management, contain all adjustments necessary to present fairly the Company's financial position and the results of its operations and cash flows for the interim periods presented. It is suggested that these interim financial statements be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's 1999 Annual Report on Form 10-K. 2. CONSOLIDATED FINANCIAL STATEMENTS The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The financial statements of all foreign subsidiaries were prepared in their respective local currencies and translated into United States dollars based on the current exchange rate at the end of the period for the balance sheet and a weighted average rate for the periods on the statements of income. All significant intercompany balances have been eliminated in consolidation. 3. SEASONALITY OF BUSINESS The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year, due to the seasonal nature of some of the Company's products and retailer initiated promotions. 4. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 4 7 GERBER CHILDRENSWEAR, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 5. INVENTORIES Inventories consist of the following (in thousands): July 1, 2000 July 3, 1999 December 31, 1999 ------------ ------------ ----------------- Raw materials $10,557 $13,694 $10,058 Work in process 15,339 15,191 12,583 Finished goods 52,866 65,756 42,645 ------ ------ ------ $78,762 $94,641 $65,286 ======= ======= ======= 6. INCOME TAXES The Company's effective income tax rate of 26.0% and 31.7% for the quarter and the six months ended July 1, 2000, respectively, was lower than the statutory rates due to the impact in 2000 of foreign earnings, certain of which are taxed at lower rates than in the United States, partially offset by goodwill amortization, most of which is not deductible for federal and state income tax purposes. 7. RECENTLY ISSUED ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"). This statement established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. This statement is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Adoption of FAS 133 is not anticipated to have a material impact on the Company's financial statements. 5 8 GERBER CHILDRENSWEAR, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 8. BUSINESS SEGMENTS AND GEOGRAPHIC AREAS The Company operates in two business segments: apparel and hosiery. The apparel segment consists of the production and sale of infant and toddler's sleepwear, playwear, underwear, bedding, bath, cloth diapers and other products to mass merchandise outlets in the United States under the Gerber brand and other labels. The hosiery segment consists of the production and sale of sport socks under the Wilson, Coca-Cola, Converse and Dunlop names to major retailers in the United States and/or Europe. Net sales, income before interest and income taxes, depreciation and amortization, and capital additions are reported based on the operations of each business segment or geographic region. Assets are those used exclusively in the operations of each business segment or geographic region, or which are allocated when used jointly. The following table sets forth certain unaudited results of operations and other financial information of the Company by business segment and geographic region (in thousands): BUSINESS SEGMENTS FOR THE QUARTER ENDED FOR THE SIX MONTHS ENDED ------------------------------------------------ JULY 1, JULY 3, JULY 1, JULY 3, 2000 1999 2000 1999 ------- ------- -------- -------- Net sales: Apparel ................................. $38,559 $40,349 $ 82,584 $ 89,787 Hosiery ................................. 19,786 18,419 36,250 35,266 ------- ------- -------- -------- Total net sales ............................. $58,345 $58,768 $118,834 $125,053 ======= ======= ======== ======== Income before interest and income taxes: Apparel ................................. $ 678 $ 1,704 $ 4,720 $ 8,711 Hosiery ................................. 2,498 2,236 4,579 3,285 ------- ------- -------- -------- Total income before interest and income taxes $ 3,176 $ 3,940 $ 9,299 $ 11,996 ======= ======= ======== ======== Depreciation and amortization: Apparel ................................. $ 733 $ 715 $ 1,491 $ 1,462 Hosiery ................................. 801 776 1,620 1,568 ------- ------- -------- -------- Total depreciation and amortization ......... $ 1,534 $ 1,491 $ 3,111 $ 3,030 ======= ======= ======== ======== Capital additions: Apparel ................................. $ 1,208 $ 1,750 $ 2,340 $ 2,569 Hosiery ................................. 1,751 412 1,869 479 ------- ------- -------- -------- Total capital additions ..................... $ 2,959 $ 2,162 $ 4,209 $ 3,048 ======= ======= ======== ======== 6 9 GERBER CHILDRENSWEAR, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 8. BUSINESS SEGMENTS AND GEOGRAPHIC AREAS (CONTINUED) JULY 1, JULY 3, DECEMBER 31, 2000 1999 1999 -------- -------- -------- Assets: Apparel .......................... $138,785 $144,203 $129,897 Hosiery .......................... 53,042 49,929 48,527 -------- -------- -------- Total assets ......................... $191,827 $194,132 $178,424 ======== ======== ======== Inventories (included in assets): Apparel .......................... $ 70,694 $ 87,828 $ 57,538 Hosiery .......................... 8,068 6,813 7,748 -------- -------- -------- Total inventories (included in assets) $ 78,762 $ 94,641 $ 65,286 ======== ======== ======== GEOGRAPHIC AREAS FOR THE QUARTER ENDED FOR THE SIX MONTHS ENDED ------------------------------------------------ JULY 1, JULY 3, JULY 1, JULY 3, 2000 1999 2000 1999 ------- ------- -------- -------- Net sales: United States ........................... $53,367 $53,359 $108,186 $113,364 All other ............................... 4,978 5,409 10,648 11,689 ------- ------- -------- -------- Total net sales ............................. $58,345 $58,768 $118,834 $125,053 ======= ======= ======== ======== Income before interest and income taxes: United States ........................... $ 2,728 $ 3,556 $ 8,070 $ 10,686 All other ............................... 448 384 1,229 1,310 ------- ------- -------- -------- Total income before interest and income taxes $ 3,176 $ 3,940 $ 9,299 $ 11,996 ======= ======= ======== ======== JULY 1, JULY 3, DECEMBER 31, 2000 1999 1999 -------- -------- -------- Assets: United States..... $167,296 $170,445 $153,820 All other ........ 24,531 23,687 24,604 -------- -------- -------- Total assets ......... $191,827 $194,132 $178,424 ======== ======== ======== 7 10 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SAFE-HARBOR STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE This report includes "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company's expectations or beliefs concerning future events that involve known and unknown risks and uncertainties, including, without limitation, those associated with the effect of national and regional economic conditions, the overall level of consumer spending, the performance of the Company's products within the prevailing retail environment, customer acceptance of both new designs and newly-introduced product lines, competition, financial difficulties encountered by customers and Year 2000 compliance by the Company and third parties. All statements other than statements of historical facts included in this quarterly report, including, without limitation, the statements under Management's Discussion and Analysis of Financial Condition and Results of Operations, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statement are reasonable, it can give no assurance that such expectations will prove to have been correct and actual results, performance or events could differ materially from those expressed in such statements. RESULTS OF OPERATIONS BUSINESS SEGMENT DATA For information regarding net sales, income before interest and income taxes and assets by industry segment, reference is made to the information presented in Note 8 "Business Segments and Geographic Areas" to the condensed consolidated financial statements. SECOND QUARTER ENDED JULY 1, 2000 COMPARED TO SECOND QUARTER ENDED JULY 3, 1999 Net sales. Apparel net sales were $38.6 million for the second quarter of 2000, a decrease of $1.8 million or 4.4% below net sales of $40.3 million for the second quarter of 1999. The Apparel sales decline was due to a reduction in sales of seasonal products as well as lower closeouts and irregular sales in 2000. Hosiery net sales were $19.8 million in the second quarter of 2000, an increase of $1.4 million or 7.4% above net sales of $18.4 million for the second quarter of 1999. The 2000 increase was due to both higher unit sales and increased sales of multi-packs, partially offset by a drop in the average exchange rate between the Irish Punt and the U.S. Dollar in the translation of the Irish operations. Gross margin. Gross margin as a percentage of net sales decreased from 24.2% in 1999 to 22.7% in 2000. The decrease in gross margin in 2000 was due to unexpected losses on certain imported Apparel merchandise. Selling, general and administrative expenses. Selling, general and administrative expenses ("SG&A") decreased in absolute dollars and as a percentage of net sales to 17.2% for the second quarter of 2000, from 17.4% for the second quarter of 1999. The percentage decrease was due to a lower percentage level of advertising expenditures, professional fees, and miscellaneous other expenses in 2000. 8 11 Income before interest and income taxes. Apparel income before interest and income taxes ("EBIT") was $0.7 million in the second quarter of 2000 compared to $1.7 million in the second quarter of 1999. The decrease in Apparel EBIT in 2000 was the result of unexpected losses on certain imported merchandise. Hosiery EBIT was $2.5 million in the second quarter of 2000 compared with $2.2 million in the second quarter of 1999. The increase in Hosiery EBIT was the result of improved margins due to lower material costs and a favorable volume mix of products. Interest expense, net of interest income. Interest expense, net was $9,000 in the second quarter of 2000 compared to $543,000 in the second quarter of 1999. The decrease in interest expense, net is due to higher cash balances maintained in 2000 due to the Company's lower overall inventory levels. Provision for income taxes. Provision for income taxes was $0.8 million in the second quarter of 2000 compared to $1.2 million in the second quarter of 1999. The effective tax rate was 26.0% for 2000 compared to 34.8% for 1999. The Company's effective income tax rate reflects the impact of foreign earnings, certain of which are taxed at lower rates than in the United States, partially offset by goodwill amortization, most of which is not deductible for federal and state income tax purposes. Net income. As a result of the above, net income for the second quarter was $2.3 million in 2000 and $2.2 million in 1999. SIX MONTHS ENDED JULY 1, 2000 COMPARED TO SIX MONTHS ENDED JULY 3, 1999 Net sales. Apparel net sales were $82.6 million for the first six months of 2000, a decrease of $7.2 million or 8.0% below net sales of $89.8 million for the first six months of 1999. The Apparel sales decline was primarily due to a reduction in sales of seasonal products as well as a general decline in closeouts and irregular sales in 2000. Hosiery net sales were $36.3 million for the first six months of 2000, an increase of $1.0 million or 2.8% above net sales of $35.3 million for the first six months of 1999 due to an increase in unit sales, partially offset by a drop in the average exchange rate between the Irish Punt and the U.S. Dollar in the translation of the Irish operations. Gross margin. Gross margin as a percentage of net sales was 24.8% in 2000 and 26.1% in 1999. The decrease in gross margin in 2000 was due to the Apparel segment's slower than planned return to prior efficiency levels in manufacturing, higher transitional costs of sourcing a larger percentage of products offshore, and unexpected losses on certain imported merchandise. Selling, general and administrative expenses. Selling, general and administrative expenses ("SG&A") decreased in absolute dollars but as a percentage of net sales increased to 17.0% for the first six months of 2000 from 16.5% for the same period in 1999. The percentage increase was due to the Apparel segment's lower sales in 2000. Income before interest and income taxes. Apparel income before interest and income taxes ("EBIT") was $4.7 million for the first six months of 2000 compared to $8.7 million for the first six months of 1999. The drop in Apparel EBIT in 2000 was the result of the reduction in sales combined with a shift in product mix during the period and unexpected losses on certain imported merchandise. Hosiery EBIT was $4.6 million for the first six months of 2000 compared 9 12 with $3.3 million for the first six months of 1999. The increase in Hosiery EBIT was the result of improved margins due to increased sales, lower material costs, and a favorable volume mix of products. Interest expense, net of interest income. Interest expense, net was $0.1 million for the first six months of 2000 compared to $1.2 million for the first six months of 1999. The decrease in interest expense, net is due to higher cash balances maintained in 2000 due to the Company's lower overall inventory levels. Provision for income taxes. Provision for income taxes was $2.9 million for the first six months of 2000 compared to $3.8 million for the first six months of 1999. The effective tax rate was 31.7% for 2000 compared to 35.3% for 1999. The Company's effective income tax rate reflects the impact of foreign earnings, certain of which are taxed at lower rates than in the United States, partially offset by goodwill amortization, most of which is not deductible for federal and state income tax purposes. Net income. As a result of the above, net income for the first six months of 2000 was $6.3 million and $7.0 million in 1999. LIQUIDITY AND CAPITAL RESOURCES The Company's primary cash needs are for working capital, capital expenditures and debt service. The Company has financed its cash needs primarily through internally generated cash flow, in addition to funds borrowed under the Company's credit agreement. For the Apparel segment, working capital requirements vary throughout the year. Working capital requirements generally increase during the first half of the year as inventory, primarily blanket sleepers, builds to support peak shipping periods. The Hosiery segment is less seasonal and, while working capital requirements tend to increase slightly during the second half of the year, the variation is small. Net cash provided by operating activities for the six months ended July 1, 2000 and July 3, 1999 was $5.2 million and $11.8 million, respectively. The decrease in cash provided by operating activities was primarily due to increases in inventories. Inventories increased in the first six months of 2000 due to the seasonality of the Apparel segment's business. To support third and fourth quarter sales volumes of certain seasonal products (such as blanket sleepers), the Apparel segment builds inventory in the first six months of each year. The inventory increase in 1999 was partially offset by higher sales during the period and ongoing efforts to reduce excessive inventories through improvements in production planning and procurement practices. Capital expenditures were $4.2 million and $3.0 million for the first six months of 2000 and 1999, respectively. These expenditures consisted primarily of building/leasehold improvements, normal replacement of manufacturing equipment, purchases of office equipment and upgrades of information systems. Net cash used in financing activities was $3.4 million and $5.9 million for the first six months of 2000 and 1999, respectively. Based on the cash provided by operating activities in the first six months of 2000 and 1999, the Company made repayments on the Company's revolving credit agreement and/or other long-term borrowing arrangements. 10 13 The Company believes that cash generated from operations, together with amounts available under its credit facilities, will be adequate to meet its working capital, capital expenditures and debt service requirements for the next twelve months. INFLATION In general, costs are affected by inflation and the Company may experience the effects of inflation in future periods. The Company does not currently consider the impact of inflation to be significant in the businesses or countries in which the Company operates. RECENT ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"). This statement established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. This statement is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Adoption of FAS 133 is not anticipated to have a material impact on the Company's financial statements. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company does not utilize derivative financial or commodity based instruments for trading or for speculative purposes but does utilize them in the regular course of business. A review of the Company's financial instruments and risk exposures at July 1, 2000 revealed that the Company had exposure to interest rate and foreign currency exchange rate risks. The Company performed sensitivity analysis at December 31, 1999 to assess the potential effect of a change in the interest rate and a change to the foreign currency exchange rates and concluded that near-term changes in either should not materially affect the Company's financial position, results of operations or cash flows. The Company has experienced no significant changes in these financial instruments or risk exposures during the first six months of 2000 and thus believes that the Company's year-end assessment is still appropriate at July 1, 2000. 11 14 PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its Annual Meeting of Shareholders on May 16, 2000, for the following purposes: (i) to elect seven directors to the Board of Directors to serve a one year term and until their successors are duly elected and qualified, and (ii) to ratify the re-appointment of Ernst & Young LLP as independent accountants for 2000. The following table sets forth the number of votes "For" and "Withheld" with respect to each nominee: VOTES ----------------------------------- NOMINEE FOR WITHHELD Edward Kittredge 6,748,894 20,502 Richard L. Solar 6,748,894 20,502 Richard M. Cashin 6,748,894 20,502 Lawrence R. Glenn 6,748,894 20,502 James P. Manning 6,748,894 20,502 Joseph Medalie 6,748,894 20,502 John D. Weber 6,748,894 20,502 The appointment of Ernst & Young LLP as independent accountants for 2000 was approved, with 6,756,133 votes "For", 10,863 votes cast "Against" and 2,400 abstentions. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27 Financial Data Schedule. (b) Reports on Form 8-K - None 12 15 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GERBER CHILDRENSWEAR, INC. (Registrant) DATE: August 11, 2000 By: /s/ Edward Kittredge ------------------------- Edward Kittredge Chairman, Chief Executive Officer and President (Principal Executive Officer) DATE: August 11, 2000 By: /s/ Richard L. Solar --------------------------------- Richard L. Solar Senior Vice President and Chief Financial Officer (Principal Financial Officer) DATE: August 11, 2000 By: /s/ David E. Uren ------------------------------ David E. Uren Vice President of Finance, Secretary and Treasurer (Principal Accounting Officer) 13