<PAGE> 1
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 NOVEMBER 1, 1997
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 000-21250
THE GYMBOREE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2615258
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 AIRPORT BOULEVARD, BURLINGAME, CALIFORNIA 94010-1912
(Address of principal executive offices) (Zip code)
(650) 579-0600
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 [ ]
Number of shares of common stock outstanding at December 10, 1997: 24,651,336
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income............................. 3
Consolidated Balance Sheets................................... 4
Consolidated Statements of Cash Flows......................... 5
Notes to Consolidated Financial Statements.................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................. 12
SIGNATURES ............................................................. 13
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE GYMBOREE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AND STORE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
13 WEEKS ENDED 39 WEEKS ENDED
---------------------- ----------------------
NOVEMBER 1, NOVEMBER 3, NOVEMBER 1, NOVEMBER 3,
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 101,120 $ 84,685 $ 258,044 $ 211,687
Cost of goods sold, including
buying and occupancy expenses (55,261) (44,432) (142,787) (112,629)
--------- --------- --------- ---------
Gross profit 45,859 40,253 115,257 99,058
Selling, general and administrative expenses (29,129) (26,343) (79,434) (66,346)
Play program income (loss) 163 (222) 265 (105)
--------- --------- --------- ---------
Operating income 16,893 13,688 36,088 32,607
Interest and other income 353 819 2,072 2,671
--------- --------- --------- ---------
Income before income taxes 17,246 14,507 38,160 35,278
Income taxes (6,381) (5,512) (14,120) (13,406)
--------- --------- --------- ---------
Net income $ 10,865 $ 8,995 $ 24,040 $ 21,872
========= ========= ========= =========
Net income per share:
Primary $ 0.44 $ 0.35 $ 0.96 $ 0.85
Fully diluted 0.44 0.35 0.96 0.85
Weighted average shares outstanding:
Primary 24,858 25,772 24,939 25,653
Fully diluted 24,859 25,834 24,939 25,777
Number of stores at end of period 427 348 427 348
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE> 4
THE GYMBOREE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Assets November 1, February 2, November 3,
1997 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Current Assets
Cash and cash equivalents $ 8,413 $ 8,027 $ 6,960
Investments 37,848 82,360 72,546
Accounts receivable 6,005 4,336 4,937
Merchandise inventories 68,641 48,979 51,725
Prepaid expenses and other 2,825 1,893 1,918
--------- --------- ---------
Total Current Assets 123,732 145,595 138,086
--------- --------- ---------
Property and Equipment
Land 810 -- --
Construction in progress - Building 6,731 -- --
Furniture, fixtures and equipment 62,919 45,820 37,129
Leasehold improvements 56,164 44,231 41,454
--------- --------- ---------
126,624 90,051 78,583
Less accumulated depreciation and amortization (27,649) (19,465) (17,259)
--------- --------- ---------
98,975 70,586 61,324
Other Assets 2,980 728 336
--------- --------- ---------
Total Assets $ 225,687 $ 216,909 $ 199,746
========= ========= =========
Liabilities and Stockholders' Equity
Current Liabilities
Trade accounts payable $ 20,653 $ 21,949 $ 19,768
Accrued liabilities 15,232 11,825 11,999
Income taxes payable 5,279 6,631 2,666
--------- --------- ---------
Total current liabilities 41,164 40,405 34,433
--------- --------- ---------
Deferred Rent and Other 18,418 14,571 14,274
--------- --------- ---------
Stockholders' Equity:
Common stock, including excess paid-in
capital ($.001 par value: 100,000,000
shares authorized 24,642,015, 25,324,060
and 25,282,749 shares outstanding at
November 1, 1997, February 2, 1997,
and November 3, 1996, respectively) 42,491 62,694 61,874
Restricted stock deferred compensation (337) (753) (850)
Unrealized change in value of investments 121 219 178
Cumulative translation adjustments 17 1 (20)
Retained earnings 123,813 99,772 89,857
--------- --------- ---------
Total stockholders' equity 166,105 161,933 151,039
--------- --------- ---------
Total Liabilities and Stockholders' Equity $ 225,687 $ 216,909 $ 199,746
========= ========= =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
THE GYMBOREE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
39 Weeks Ended
-------------------------
November 1, November 3,
1997 1996
----------- -----------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $ 24,040 $ 21,872
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 9,516 6,302
Non-cash compensation expenses 416 290
Provision for deferred income taxes 1,287 1,327
Cumulative translation adjustment 16 (20)
Tax benefit from exercise of stock options 2,392 1,004
Loss on disposal of property and equipment 1,347 739
Change in assets and liabilities:
Accounts receivable (1,669) (2,070)
Merchandise inventories (19,662) (14,072)
Prepaid expenses and other assets (3,194) (308)
Accounts payable (1,296) 10,111
Income taxes payable (1,352) (3,578)
Deferred rent and other 3,847 4,203
Accrued liabilities 2,128 1,263
-------- --------
Net cash provided by operating activities 17,816 27,063
-------- --------
Cash Flows From Investing Activities:
Purchases of property and equipment (39,249) (25,162)
Sales (purchases) of marketable securities 44,414 (7,878)
-------- --------
Net cash provided by (used in) investing activities 5,165 (33,040)
-------- --------
Cash Flows From Financing Activities:
Proceeds from exercise of stock options 7,402 4,182
Purchase of common stock (29,997) 0
-------- --------
Net cash provided by (used in) financing activities (22,595) 4,182
-------- --------
Net increase (decrease) in cash and cash equivalents 386 (1,795)
Cash and Cash Equivalents:
Beginning of period 8,027 8,755
-------- --------
End of period $ 8,413 $ 6,960
======== ========
Other Cash Flow Information:
Cash paid during the year for income taxes $ 10,493 $ 14,701
======== ========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
THE GYMBOREE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial statements
of The Gymboree Corporation and its wholly-owned subsidiaries (the
"Company") as of and for the periods ended November 1, 1997 and November 3,
1996 have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to
such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
It is recommended that these financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended February 2, 1997.
The accompanying interim consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods presented and necessary to
present fairly the results of operations, the financial position and cash
flows for the periods presented. All such adjustments are of a normal and
recurring nature. Certain prior year amounts have been reclassified to
conform with the current year presentation.
2. RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 128, "Earnings per
Share" (SFAS No. 128). The Company is required to adopt SFAS No. 128 in the
fourth quarter of fiscal 1997. At that time, the Company will restate
earnings per share (EPS) data for prior periods to conform with SFAS No.
128. Earlier application is not permitted. SFAS No. 128 replaces current EPS
reporting requirements and requires a dual presentation of basic and diluted
EPS. Basic EPS excludes dilution and is computed by dividing net income by
the weighted average of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that could occur if stock options,
convertible debt instruments or other securities or contracts to issue
common stock were exercised or converted into common stock. If SFAS No. 128
had been in effect during the current and prior year periods, basic EPS
would have been $0.44 and $0.36 for the quarters ended November 1, 1997 and
November 3, 1996, respectively, and $0.98 and $0.87 for the thirty-nine
weeks ended November 1, 1997 and November 3, 1996, respectively.
In June 1997, the FASB issued Statements of Financial Accounting
Standards No. 130, Reporting Comprehensive Income, which requires that an
enterprise report, by major components and as a single total, the change in
its net assets during the period from non-owner sources, and No. 131,
Disclosures about Segments of an Enterprise and Related Information, which
establishes annual and interim reporting standards for an enterprise's
operating segments and related disclosures about its products, services,
geographic areas, and major customers. Adoption of these statements will not
impact the Company's consolidated financial position, results of operations
or cash flows, and any effect will be
6
<PAGE> 7
limited to the form and the content of its disclosures. Both statements are
effective for fiscal years beginning after December 15, 1997.
3. SUBSEQUENT EVENT - STOCK REPURCHASE
In November 1997, the Board of Directors authorized the Company to
repurchase up to $30 million of its outstanding common stock in the open
market. As of December 11, 1997, the Company had spent $10.3 million to
repurchase 377,000 shares of common stock.
In February 1997, the Board of Directors had previously authorized the
Company to repurchase up to $30 million of its outstanding common stock in
the open market. The Company completed this stock repurchase plan in May
1997.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, (i) selected
income statement data expressed as a percentage of net sales, (ii) the
percentage change from the same period of the prior year in such selected income
statement data and (iii) the number of stores open at the end of each such
period:
<TABLE>
<CAPTION>
AS A PERCENTAGE OF NET SALES PERCENTAGE CHANGE
-----------------------------------------
THIRTEEN THIRTY-NINE IN DOLLAR AMOUNTS
WEEKS ENDED WEEKS ENDED FROM 1996 TO 1997
----------------- ----------------- --------------
NOV. 1 NOV. 3 NOV. 1 NOV. 3
1997 1996 1997 1996 13 WEEKS 39 WEEKS
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0% 19% 22%
Cost of goods sold, including
buying and occupancy expenses (54.6) (52.5) (55.3) (53.2) 24 27
----- ----- ----- -----
Gross profit 45.4 47.5 44.7 46.8 14 16
Selling, general and administrative
expenses (28.8) (31.1) (30.8) (31.3) 11 20
Play program income 0.2 (0.3) 0.1 0.0 173 352
----- ----- ----- -----
Operating income 16.8 16.1 14.0 15.5 23 11
Interest and other income 0.3 1.0 0.8 1.3 (57) (22)
----- ----- ----- -----
Income before income taxes 17.1 17.1 14.8 16.8 19 8
Income taxes (6.3) (6.5) (5.5) (6.3) 16 5
----- ----- ----- -----
Net income 10.8% 10.6% 9.3% 10.5% 21% 10
===== ===== ===== =====
Number of stores at end of period 427 348 427 348
</TABLE>
8
<PAGE> 9
RESULTS OF OPERATIONS (CONTINUED)
THIRTEEN WEEKS ENDED NOVEMBER 1, 1997 COMPARED TO THIRTEEN WEEKS ENDED NOVEMBER
3, 1996
NET SALES
Net sales in the third quarter of fiscal 1997 increased 19% to $101.1
million from $84.7 million in the same period last year. Sales for the
additional 73 stores opened in fiscal 1997 contributed $12.9 million of the
increase in net sales. Stores opened prior to fiscal 1997, but not qualifying as
comparable stores, in addition to three stores that were expanded in the third
quarter of 1997, contributed $2.9 million of the increase in net sales.
Comparable store net sales increased 1% in the third quarter and contributed
$0.6 million of the increase in net sales.
GROSS PROFIT
Gross profit for the thirteen weeks ended November 1, 1997 increased 14% to
$45.9 million from $40.3 million in the same period last year. As a percentage
of net sales, gross profit was 45.4% in the third quarter of fiscal 1997
compared to 47.5% in the same period last year. The overall decrease in gross
profit margin during the third quarter of 1997 as compared to the third quarter
of 1996 was primarily due to higher markdowns taken this year as compared to
last year, along with an overall increase in buying and occupancy expenses (1%
of net sales) in 1997.
The Company is planning higher average per store inventory levels for the
fourth quarter of 1997 as compared to 1996 which is expected to have a favorable
impact on comparable store sales; however, gross profit as a percentage of sales
may remain flat or continue to decline slightly due to promotional pricing.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("S,G&A"), which principally
consist of non-occupancy store expenses, corporate overhead and distribution
expenses, decreased to 28.8% of net sales in the third quarter of fiscal 1997,
compared to 31.1% of net sales in the same period last year.
The decrease in S,G&A was primarily due to the elimination of the catalog
operation (2.4% of net sales) along with decreases in Corporate G&A expenses
(0.4% of net sales) and improved leverage of store payroll expenses (0.2 % of
net sales), offset in part by expenses associated with funding the international
expansion in Canada, the United Kingdom, and the Republic of Ireland (0.7% of
net sales).
The Company expects total S,G&A expenses, as a percentage of net sales, to
decline in the fourth quarter of fiscal 1997 as compared to the same period in
1996, primarily due to expense leverage from the discontinuation of the catalog
business at the end of fiscal 1996. This is expected to be partially offset by
costs related to international store expansions.
INTEREST AND OTHER INCOME
Interest and other income decreased 57% to $0.4 million during the third
quarter of 1997 from $0.8 million during the third quarter of the prior year.
This decrease was primarily in interest income due to the decrease in cash, cash
equivalents and investments as a result of the $30 million stock repurchased
earlier in 1997. With the Board authorization to purchase up to an additional
$30 million of common stock, this trend of declining interest income is expected
to continue in the future.
9
<PAGE> 10
INCOME TAX
The Company's effective tax rate for the third quarter of fiscal 1997
was 37%, compared to 38% for the same period last year.
THIRTY-NINE WEEKS ENDED NOVEMBER 1, 1997 COMPARED TO THIRTY-NINE WEEKS ENDED
NOVEMBER 3, 1996
NET SALES
Net sales for the thirty-nine weeks ended November 1, 1997 increased 22% to
$258.0 million compared to $211.7 million in the same period last year. Sales
for the 73 stores opened in fiscal 1997, through November 1, 1997, contributed
$21.9 million of the increase in net sales. Stores opened prior to fiscal 1997,
but not qualifying as comparable stores, in addition to 17 stores that were
expanded/relocated in the first thirty-nine weeks of fiscal 1997, contributed
$22.7 million of the increase in net sales. Comparable store net sales increased
1% in the first nine months of fiscal 1997, which contributed $1.7 million to
the increase in net sales.
GROSS PROFIT
Gross profit for the thirty-nine weeks ended November 1, 1997 increased 16%
to $115.3 million from $99.1 million in the same period last year. As a
percentage of net sales, gross profit was 44.7% in the first nine months of
fiscal 1997 compared to 46.8% in the same period last year. The overall decrease
in gross profit, as a percentage of net sales, was due to a higher level of
promotional pricing along with increases in buying and occupancy costs during
the thirty-nine weeks ended November 1, 1997 as compared to the thirty-nine
weeks ended November 3, 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("S,G&A"), which principally
consist of non-occupancy store expenses, corporate overhead and distribution
expenses, decreased to 30.8% of net sales in the thirty-nine weeks ended
November 1, 1997, compared to 31.3% of net sales in the same period last year.
The decrease in S,G&A expenses, as a percentage of net sales was due to
expense leverage from the discontinuation of the catalog operations at the end
of fiscal 1996, partially offset by expenses related to the resignation of the
Company's chief executive officer in February 1997 which resulted in a one-time
pre-tax charge of $900,000 and expenses related to international expansion.
INTEREST AND OTHER INCOME
Interest and other income in fiscal 1997 decreased 22% to $2.1 million from
$2.7 million in the prior year. This decrease was primarily in interest income
due to the overall decrease in cash, cash equivalents and investments during the
first nine months of 1997, as compared to the same period in 1996, as a result
of the completion of the Company's stock repurchase program in May 1997.
INCOME TAX
The Company's effective tax rate in the thirty-nine weeks ended November
1, 1997 was 37%, compared to 38% for the same period last year.
10
<PAGE> 11
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities of $17.8 million was primarily
attributable to $24.0 million of net income, $9.5 million of depreciation and
amortization and $2.4 million of tax benefits from the exercise of stock
options, offset partially by a $19.7 million increase in merchandise
inventories. The decline in cash provided by operating activities through the
third quarter of 1997, compared to the same period of 1996, was primarily
attributable to the higher levels of merchandise inventories, timing of payments
for accounts payable, and increases in prepaid expenses and other assets.
Cash provided by investing activities of $5.2 million related primarily to
$44.4 million generated from sales of certain marketable securities offset by
$39.3 million in capital expenditures related primarily to new store openings,
relocations and/or expansion of certain existing stores and the construction of
the new distribution center.
Cash used in financing activities of $22.6 million was primarily due to the
completion of the Company's common stock repurchase program of $30.0 million,
offset in part by cash proceeds received from the exercise of stock options of
$7.4 million.
The combined balances of cash, cash equivalents and investments were $46.3
million at November 1, 1997. This represents a decrease of $44.1 million from
February 2, 1997, when the combined balances of cash, cash equivalents and
investments were $90.4 million. The Company's investments consist largely of
short-to-medium term investment grade securities. Working capital as of November
1, 1997 was $82.6 million compared to $105.2 million at the end of fiscal 1996.
The decrease in working capital was primarily due to the Company's common stock
repurchase program.
The Company estimates that capital expenditures during fiscal 1997 will be
between $45 million and $50 million, and will be principally used to fund the
opening of approximately 82 new stores, to remodel or expand approximately 17
existing stores, and to complete the construction of a new 300,000 square foot
distribution center on 15 acres of land located in Dixon, California. The
Company purchased the land and commenced construction in May 1997. The target
opening for this new facility is January 1998. In fiscal 1998, the Company
estimates that capital expenditures will be between $55 million and $65 million,
and will be principally used to fund the opening of approximately 100 to 125 new
stores and to remodel and expand approximately 25 to 40 existing stores.
The Company has no long term debt and did not require any cash borrowings
through the 39 weeks ended November 1, 1997 or for fiscal 1996. The Company
currently has lines of credit that allow up to $125 million of long-term
unsecured letters of credit. As of December 1, 1997, $89.2 million was
available. The Company uses these lines primarily to support letters of credit
which fund its foreign sourcing of merchandise inventories.
The Company anticipates that cash generated from operations, together with
its existing cash resources, and funds available from its current letter of
credit facilities will be sufficient to satisfy its cash needs through at least
fiscal 1998.
11
<PAGE> 12
OTHER FACTORS THAT MAY AFFECT FUTURE PERFORMANCE
This Form 10-Q contains certain forward-looking statements reflecting the
Company's current expectations, including statements regarding anticipated store
openings, completion of a distribution center and future comparable store net
sales, gross margin, inventory, expense and liquidity levels. There can be no
assurance that actual results will not vary materially from results projected in
such forward-looking statements as a result of a number of factors, including
competitive market conditions, levels of discretionary consumer spending,
general economic conditions, the degree of promotional pricing activity by the
Company, inventory levels, the timing , levels and per share price of common
stock repurchase by the Company, and the ability of the Company to successfully
identify and respond to emerging children's fashion trends, to effectively
monitor and control costs, and to effectively manage anticipated international
and domestic growth. Other factors that may cause actual results to differ
materially include those set forth in the reports that the Company files from
time to time with the Securities and Exchange Commission.
Other factors that may affect future performance include, but are not limited to
the following:
INVENTORY LEVELS
The Company is planning higher average per store inventory levels for the
remainder of 1997 as compared to the same period in 1996. While the increase in
average per store inventory levels is expected to have a favorable impact on
comparable store sales, there can be no assurance that the Company will
experience such increases in comparable store sales.
RETAIL STORE EXPANSION
The success of the Company's retail store expansion will depend upon a
number of factors, of which there can be no assurance, including the
availability of suitable store locations, the ability to provide an adequate
supply of inventory and the ability to hire and train qualified employees.
YEAR 2000 ISSUE
The Company has undertaken a comprehensive review of its computer
information systems and will evaluate any steps that may be required to rectify
technical problems related to the term of the millennium.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Computation of Net Income per Share
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed or required to be filed for
the third quarter of the fiscal year.
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE GYMBOREE CORPORATION
(Registrant)
December 15, 1997 By: /s/ Gary White
- --------------------------- -------------------------------------
Date Gary White
President and Chief Executive Officer
(Principal executive officer
of the registrant)
December 15, 1997 By: /s/ James P. Curley
- --------------------------- -------------------------------------
Date James P. Curley
Senior Vice President,
Chief Financial Officer and
Chief Administrative Officer
(Principal financial and accounting
officer of the registrant)
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
11 Computation of Net Income per Share
27 Financial Data Schedule
</TABLE>
14
<PAGE> 1
EXHIBIT 11
THE GYMBOREE CORPORATION
COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
13 WEEKS ENDED 39 WEEKS ENDED
------------------- -------------------
NOVEMBER 1, NOVEMBER 3, NOVEMBER 1, NOVEMBER 3,
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
NET INCOME $10,865 $ 8,995 $24,040 $21,872
======= ======= ======= =======
Weighted average number of shares outstanding during the period:
Common Stock 24,570 25,257 24,589 25,155
Add incremental shares from assumed
exercise of stock options and warrants 288 515 350 498
------- ------- ------- -------
24,858 25,772 24,939 25,653
======= ======= ======= =======
PRIMARY NET INCOME PER SHARE $ 0.44 $ 0.35 $ 0.96 $ 0.85
======= ======= ======= =======
Weighted average number of shares outstanding during the period:
Common Stock 24,570 25,257 24,589 25,155
Add incremental shares from assumed
exercise of stock options and warrants 289 576 350 622
------- ------- ------- -------
Weighted average common and common
equivalent shares outstanding during
the period 24,859 25,834 24,939 25,777
======= ======= ======= =======
FULLY DILUTED NET INCOME PER SHARE $ 0.44 $ 0.35 $ 0.96 $ 0.85
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000786110
<NAME> THE GYMBOREE CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-03-1997
<PERIOD-END> NOV-01-1997
<CASH> 8,413
<SECURITIES> 37,848
<RECEIVABLES> 6,005
<ALLOWANCES> 0
<INVENTORY> 68,641
<CURRENT-ASSETS> 123,732
<PP&E> 126,624
<DEPRECIATION> 27,649
<TOTAL-ASSETS> 225,687
<CURRENT-LIABILITIES> 41,164
<BONDS> 0
0
0
<COMMON> 42,491
<OTHER-SE> 123,614
<TOTAL-LIABILITY-AND-EQUITY> 225,687
<SALES> 101,120
<TOTAL-REVENUES> 101,120
<CGS> 55,261
<TOTAL-COSTS> 55,261
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,246
<INCOME-TAX> 6,381
<INCOME-CONTINUING> 10,865
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,865
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0.44
</TABLE>
