OSHKOSH B GOSH INC
10-Q, 1994-11-02
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL
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                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     FORM 10-Q

(Mark One)

/X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended September 30, 1994 

                                        OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

      For the transition period from                to

                         Commission File Number 0-13365

                               OSHKOSH B'GOSH, INC.

                 (Exact name of registrant as specified in charter)

      Delaware                                                39-0519915        
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

112 Otter Avenue   Oshkosh, Wisconsin                              54901      
(Address of principal executive offices)                        (Zip code)     

    

                                (414)231-8800
                         (Registrant's telephone number)

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

As of September 30, 1994, there were outstanding 12,482,067 shares of Class 
A Common Stock and 1,282,933 shares of Class B Common Stock.



                                     FORM 10-Q

                       OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

                                      INDEX

                                                                         Page

PART I.     Financial Information

Item 1.     Financial Statements
              Condensed Consolidated Balance Sheets -
              September 30, 1994 and December 31, 1993                     3 

              Unaudited Condensed Consolidated Statements
              of Income - Three Months and Nine Months       
              Ended September 30, 1994 and 1993                            4 

              Unaudited Condensed Consolidated Statements
              of Cash Flow - Nine Months Ended September 30, 1994 
              and 1993                                                     5 

              Notes to Condensed Consolidated
              Financial Statements                                         6 

Item 2.     Management's Discussion and Analysis of
              Financial Condition and Results of Operations                7 



Part II.    Other Information                                              9 



Signatures                                                                 9 









                             OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                             Condensed Consolidated Balance Sheets
                                     (Dollars in thousands)
                                               September 30,       December 31,
                                                   1994                 1993    
                                                (Unaudited)              *     
ASSETS                                                                        
  Current assets                                              
  Cash and cash equivalents                         $  2,884          $ 17,853
  Accounts receivable                                 43,968            19,477
  Inventories                                         96,882            99,999
  Prepaid expenses and other current assets            2,377             3,810
  Deferred income taxes                               11,034            10,716
Total current assets                                 157,145           151,855

Property, plant and equipment                        118,419           114,397
Less accumulated depreciation and
       amortization                                   47,678            42,642
Net property, plant and equipment                     70,741            71,755

Other assets                                           6,149             5,521

Total assets                                        $234,035          $229,131

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Current maturities of long-term debt              $    239          $    536
  Accounts payable                                     6,491             9,720
  Accrued expenses                                    33,183            29,805
  Total current liabilities                           39,913            40,061

Long-term debt                                        13,621               757

Other liabilities                                     18,042            16,315

Shareholders' equity
  Preferred stock                                       --                --  
    Common stock:                                                               
    Class A                                              125               133
    Class B                                               13                13
  Additional paid-in capital                             --              2,971
  Retained earnings                                  161,918           169,182
Cumulative foreign currency translation adjustments      403              (301)
Total shareholders' equity                           162,459           171,998

Total liabilities and shareholders' equity          $234,035          $229,131
              
    * Condensed from audited financial statements.




                         OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                      Condensed Consolidated Statements of Income
                        (In thousands, except per share amounts)
                                      (Unaudited)


                                 Three Months Ended         Nine Months Ended
                                     September 30,              September 30,   
                                 1994           1993          1994      1993  

Net sales                     $ 118,397      $ 103,114      $271,949  $259,654
Cost of products sold            83,363         73,617       195,070   186,531
Gross profit                     35,034         29,497        76,879    73,123
Selling, general and
  administrative expenses        27,154         21,451        69,999    57,896
Operating income                  7,880          8,046         6,880    15,227

Other income (expense):
  Interest expense                 (433)          (235)         (758)     (468)
  Interest income                   253            165           721       642
  Royalty income                  1,295          1,106         2,399     2,820
  Other                             255            (72)          276      (153)
Net other income (expense)        1,370            964         2,638     2,841

Income before taxes                9,250          9,010         9,518    18,068
  Income taxes                     3,978          3,616         4,093     7,390

Net income                     $   5,272       $  5,394       $ 5,425  $ 10,678


Average number of
   shares outstanding             13,887         14,586        14,338    14,586

Net income per common share      $   .38      $     .37      $    .38  $    .73

Cash dividends per common share
   Class A                       $ .1025        $ .1025      $  .3075  $  .3075
   Class B                       $   .09        $   .09      $    .27  $    .27





   See notes to condensed consolidated financial statements.



                           OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                      Condensed Consolidated Statements of Cash Flow
                                  (Dollars in thousands)
                                        (Unaudited)

                                                           Nine Months Ended    
                                                             September 30,     
                                                          1994           1993  

Cash flows from operating activities
      Net income for the period                        $   5,425     $  10,678
      Items in income not affecting cash                   9,451         6,164
      Changes in current assets                          (19,941)      (12,648)
      Changes in current liabilities                         149         4,280

    Net cash provided by (used in)
      operating activities                                (4,916)        8,474


Cash flows from investing activities
      Property, plant and equipment additions             (8,030)       (6,732)
      Other                                                 (243)         (517)
      Proceeds from disposal of assets                     1,321         1,088

    Net cash used in investing activities                 (6,952)       (6,161)


Cash flows from financing activities
      Proceeds from long-term debt                        12,872           -- 
      Payments of long-term debt                            (305)       (7,335)
      Cash dividends paid                                 (4,366)       (4,422)
      Repurchase of common stock                         (11,302)          -- 


    Net cash used in financing activities                 (3,101)      (11,757)


    Net decrease in cash and cash equivalents           $(14,969)     $ (9,444)








    See notes to condensed consolidated financial statements.






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


Note 1.  Basis of Presentation

The condensed 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 September 30, 1994, the results of operations for the three-
month and nine-month periods ended September 30, 1994 and 1993 and cash flows
for the nine-month periods ended September 30, 1994 and 1993.

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 financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's 1993 Annual Report.






Note 2.  Inventories

A summary of inventories follows:

                                             September 30,          December 31,
                                                 1994                   1993    
                                                    (Dollars in thousands)      
                          

      Finished goods                            $77,161                $82,737
      Work in process                             6,839                  5,008
      Raw materials                              12,882                 12,254

     Total                                      $ 96,882                $99,999

The replacement cost of inventory exceeds the above LIFO costs by $15,689  and
$14,716 at September 30, 1994 and December 31, 1993, respectively.






                       MANAGEMENTS' DISCUSSION AND ANALYSIS OF 
                     FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

  Net sales for the three  months ended September 30, 1994 were  $118.4 million,
  an increase of approximately $15.3 million (14.8%) from the $103.1  million in
  sales  for the  same period  in 1993.   Net  sales for  the nine  months ended
  September 30,  1994 were $272 million,  an increase of $12.3  million over the
  same nine month period in 1993.  The Company's domestic  wholesale business of
  approximately $74 million for the third quarter  of 1994 was approximately .7%
  less than the 1993 third quarter domestic wholesale sales.  For the nine month
  period ended September  30, 1994,  sales of domestic  wholesale products  were
  $183.5  million, an  8.5% decrease from  the comparable period  sales in 1993.
  The  Company's 1994 third  quarter and year  to date unit  shipments were down
  1.0% and 7.2%, respectively, from comparable periods in 1993.  The decrease in
  domestic  wholesale unit  shipments related  primarily to  the effects  of the
  competitive  environment  in  the  children's  wear  business  with  decreased
  wholesale sales of both fashion and basic product offerings.

  The  Company currently anticipates  its domestic wholesale  unit shipments for
  the  remainder  of  1994  will be  down  moderately  in  comparison with  unit
  shipments  for the  same time  period  in 1993.   The  Company's spring,  1995
  children's offering has been well received.  The Company currently anticipates
  that unit shipments of its spring, 1995 wholesale product offering will exceed
  spring, 1994 by over 10%.

  Company retail sales at its Oshkosh  B'Gosh branded outlet stores and  Genuine
  Kids stores were approximately $33.5 million  for the third quarter of 1994, a
  48.2% increase over  1993 third  quarter retail sales  of approximately  $22.6
  million.   For the nine month period  ended September 30, 1994, Company retail
  sales were approximately  $64.4 million, a 48.4% increase  over the first nine
  months of  1993 retail  sales of  approximately $43.4 million.   Retail  sales
  increases  resulted  primarily from  the opening  of additional  retail stores
  during 1993 and 1994.  The Company's comparable store sales for the first nine
  months  of 1994  were up  1.2%.   During the  first nine  months of  1994, the
  Company  has  opened 37  additional retail  outlets  (both Oshkosh  B'Gosh and
  Genuine Kids stores)  and anticipates  opening an additional  9 retail  stores
  during  the remainder  of  1994.    The  Company  currently  anticipates  that
  increased retail sales through the remainder of 1994 will more than offset the
  reduction anticipated in the domestic wholesale business.

  Gross profit margin as a percent of sales was 29.6% for the three months ended
  September  30, 1994 compared to  28.6% for the  same period in 1993.   For the
  nine months  ended September 30, 1994, gross margin as  a percent of sales was
  28.3%  compared to 28.2%  for the first  nine months  of 1993.   The Company's
  third quarter and year to date 1994 gross margin improvement was due primarily
  to the  impact of the Company's increased retail sales at higher gross margins
  relative  to its  domestic wholesale  business.  The  favorable impact  of the
  Company's retail gross  margins was offset in  part by the  domestic wholesale
  gross margin, which was down for both the third quarter and year to date 1994,
  primarily  as a  result of reduced  unit sales  and slightly  lower pricing to
  wholesale customers.    The  Company  currently anticipates  that  its  fourth
  quarter,  1994 gross margins will  exceed fourth quarter,  1993 gross margins,
  primarily as a result of increased retail sales activity.

  Selling, general and  administrative expenses  for the third  quarter of  1994
  increased  $5.7 million over the third quarter  of 1993.  Selling, general and
  administrative  expenses for third quarter of 1994  and year to date 1994 as a
  percent of  sales were 22.9% and 25.7%, respectively, as compared to 20.8% and
  22.3% in the same periods of 1993.  The Company's  catalog division, initiated
  in the second  half of 1993, added approximately $.5  million and $1.7 million
  to its third quarter and year to date 1994 selling, general and administrative
  expenses,  respectively.  In addition,  the Company's increasing  focus on its
  international  operations resulted in increases  in third quarter  and year to
  date  1994 selling, general  and administrative expenses  of approximately $.8
  million and $2.1 million,  respectively.  The primary reason for the remaining
  increases  in selling,  general and  administrative expenses is  the Company's
  growth in its retail business.

  Net other  income for the third quarter of 1994  was $1.4 million, compared to
  $1.0 million in  the third quarter of 1993.  This  increase relates in part to
  additional royalty income earned in the third quarter.

Financial Condition and Liquidity

  The  Company's financial  condition remains  strong.   Net working  capital at
  September 30,  1994 was $117.2 million,  as compared to $111.8  million at the
  end of 1993  and $118.9 million at September 30, 1993.   The Company's current
  ratio was 3.9 to 1  at September 30, 1994, compared to 3.8 to  1 at the end of
  1993 and 4.7 to 1 at September 30, 1993.

  On June 14, 1994,  the Company announced a stock repurchase  program for up to
  1,500,000 shares  of its Class A  Common Stock in open  market transactions at
  prevailing  prices.  Through September  30, 1994, the  Company has repurchased
  approximately 820,000 shares of its Class A Common Stock.

  At September  30,  1994, the  Company  had  $13.6 million  of  long-term  debt
  outstanding as compared with $.8 million at the end of 1993  and $1 million at
  September 30, 1993.  The increase is due primarily to the repurchase of  Class
  A Common Stock during 1994, which is being financed under  the Company's three
  year unsecured revolving credit line, which  was finalized in June, 1994.  The
  Company's  long-term debt as  a percentage of  total capitalization (long-term
  debt plus shareholders'  equity) was 7.7%  and .5% at  September 30, 1994  and
  1993, respectively.











                                                   PART II.  OTHER INFORMATION


      Item 6.     Exhibits and Reports on Form 8-K

                  (a    Exhibits

                              None


                  (b)   Reports on Form 8-K

                              None






                                        SIGNATURES

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.


                                   OSHKOSH B'GOSH, INC.




    Date:  11/2/94       /s/Douglas W. Hyde                                    
                          President, Chief Executive Officer and Director



    Date:  11/2/94      /s/David L. Omachinski                                
                         Vice President-Finance, Chief Financial Officer and 
                         Treasurer    






















                        
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