株探米国株
日本語 英語
エドガーで原本を確認する
0001060822false00010608222025-04-252025-04-25

UNITED STATES
          SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): April 25, 2025
Carter’s, Inc.
(Exact name of Registrant as specified in its charter)
Delaware   001-31829   13-3912933
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
Phipps Tower,
3438 Peachtree Road NE, Suite 1800
Atlanta, Georgia 30326
(Address of principal executive offices, including zip code)
(678) 791-1000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
 Symbol(s)
Name of each exchange
 on which registered
Common stock, par value $0.01 per share CRI New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02.                      Results of Operations and Financial Condition.

On April 25, 2025, Carter’s, Inc. issued a press release announcing its financial results for its fiscal quarter ended March 29, 2025. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in the Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01.                      Financial Statements and Exhibits.
   
Exhibit
Number
Description
   
99.1
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL



Signature
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Carter’s, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 

 
 

April 25, 2025
CARTER’S, INC.
 
     
  By: /s/ Antonio D. Robinson
  Name: Antonio D. Robinson
  Title: Senior Vice President, General Counsel, Corporate Secretary, CSR & Chief Compliance Officer
 
 
 
 
   


EX-99.1 2 cri-ex991q12025.htm EX-99.1 Document

                                                
                                                EXHIBIT 99.1
carters_logoa01a01a01a01a19.jpg
Contact:
Sean McHugh
Vice President & Treasurer
  (678) 791-7615

Carter’s, Inc. Reports First Quarter Fiscal 2025 Results
•Net sales $630 million vs. $661 million in Q1 2024
•Diluted EPS $0.43 vs. $1.04 in Q1 2024; adjusted diluted EPS $0.66 vs. $1.04 in Q1 2024
•Returned $29 million to shareholders through dividends in Q1
•Company suspends forward guidance in light of CEO transition and tariff uncertainty
ATLANTA, April 25, 2025 - Carter’s, Inc. (NYSE:CRI), the leading company in North America focused exclusively on apparel for babies and young children, today reported its first quarter fiscal 2025 results.
“I am very proud to join Carter’s as its new CEO,” said Douglas C. Palladini, Chief Executive Officer & President. “Carter’s is one of America’s most iconic companies and I am sincerely grateful to our Board of Directors for the faith it has placed in me to return Carter’s to consistent, profitable growth. I very much look forward to earning the trust of all our valuable stakeholders, including consumers, employees, key accounts, and investors.
“I believe the potential of Carter’s is tremendous. The strength of our brand assets, broad market distribution, substantial equity with generations of consumers, and our talented team represent significant advantages to drive long-term growth. As someone who wore Carter’s and OshKosh B’gosh as a kid and dressed his own children in our brands as well, I understand the special bond we have with families and the honor we have in being part of such a remarkable time in peoples’ lives.
“Our teams delivered a good first quarter. Our U.S. Retail business achieved its sales and earnings plans in the quarter. Trends in March, the most significant month of the quarter, improved meaningfully from performance in January and February driven by the effectiveness of our product and promotional strategies. In March, we saw improved traffic, conversion, and comparable sales trends while continuing to add new customers and improve customer retention. Sales in our U.S. Wholesale business exceeded our forecasts due to higher demand from several customers. Demand outside the United States was also strong in the first quarter, particularly in our Canada and Mexico retail businesses.
“As I get up to speed on the business and assess what is required to return to growth, we are suspending forward-looking guidance at this time. I strongly believe in the tenet that we ‘do what we say’ and I intend to spend the time required to be able to meet that commitment. In addition, the current tariff situation has introduced substantial uncertainty, greatly complicating our ability to accurately predict Carter’s financial outlook.”
1


Adjustments to Reported GAAP Results
In addition to the results presented in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements, as presented below. The Company believes these adjustments provide a meaningful comparison of the Company’s results and afford investors a view of what management considers to be the Company’s underlying performance. These measures are presented for informational purposes only. See “Reconciliation of Adjusted Results to GAAP” section of this release for additional disclosures and reconciliations regarding these non-GAAP financial measures.
First quarter fiscal 2025 results included pre-tax expenses of $6.1 million related to the retirement of the Company’s previous CEO and $3.2 million related to operating model improvement initiatives. There were no adjustments in the first quarter of fiscal 2024.
Fiscal Quarter Ended
March 29, 2025 March 30, 2024
(In millions, except earnings per share) Operating Income % Net Sales Net Income Diluted EPS Operating Income % Net Sales Net Income Diluted EPS
As reported (GAAP) $ 26.1  4.1  % $ 15.5  $ 0.43  $ 55.0  8.3  % $ 38.0  $ 1.04 
Leadership transition costs 6.1  5.8  0.16  —  —  — 
Operating model improvement costs 3.2  2.4  0.07  —  —  — 
As adjusted $ 35.4  5.6  % $ 23.8  $ 0.66  $ 55.0  8.3  % $ 38.0  $ 1.04 
Note: Results may not be additive due to rounding.

Consolidated Results
First Quarter of Fiscal 2025 (13 weeks) compared to First Quarter of Fiscal 2024 (13 weeks)
Net sales decreased $31.7 million, or 4.8%, to $629.8 million, compared to $661.5 million in the first quarter of fiscal 2024. Macroeconomic factors, including inflation, elevated interest rates, and declining consumer confidence, contributed to lower demand. U.S. Wholesale, U.S. Retail, and International segment net sales declined 5.3%, 4.3%, and 4.9%, respectively. U.S. Retail comparable net sales declined 5.2%, with eCommerce outperforming stores. Changes in foreign currency exchange rates used for translation in the first quarter of fiscal 2025, as compared to the first quarter of fiscal 2024, had an unfavorable effect on consolidated net sales of approximately $6.4 million, or 1.0%.
Operating income decreased $28.9 million, or 52.6%, to $26.1 million, compared to $55.0 million in the first quarter of fiscal 2024. Operating margin decreased to 4.1%, compared to 8.3% in the prior year period, reflecting investments in pricing, fixed cost deleverage, and costs related to leadership transition and operating model improvement initiatives.
Adjusted operating income (a non-GAAP measure) decreased $19.6 million, or 35.7%, to $35.4 million, compared to $55.0 million in the first quarter of fiscal 2024. Adjusted operating margin decreased to 5.6%, compared to 8.3% in the prior year period, principally due to pricing investments and fixed cost deleverage, partially offset by lower product costs.
2


Net income decreased $22.5 million to $15.5 million, or $0.43 per diluted share, compared to $38.0 million, or $1.04 per diluted share, in the first quarter of fiscal 2024.
Adjusted net income (a non-GAAP measure) decreased $14.3 million to $23.8 million, compared to $38.0 million in the first quarter of fiscal 2024. Adjusted earnings per diluted share (a non-GAAP measure) was $0.66, compared to $1.04 in the first quarter of fiscal 2024.
Net cash used in operations in the first quarter of fiscal 2025 was $48.6 million, compared to $25.6 million in the prior year period. The change in net cash from operating activities was primarily driven by lower earnings.
See the “Reconciliation of Adjusted Results to GAAP” sections of this release for additional disclosures regarding non-GAAP measures.
Return of Capital
In the first quarter of fiscal 2025, the Company paid a cash dividend of $0.80 per common share totaling $29.0 million. No shares were repurchased in the first quarter.
The Company’s Board of Directors will evaluate future distributions of capital, including dividends and share repurchases, based on a number of factors, including business conditions, the Company’s future financial performance, investment priorities, and other considerations.
Leadership Transition
On January 3, 2025, Michael D. Casey retired as Chief Executive Officer and Chairman of the Board of the Company. Mr. Casey continued to serve in an advisory capacity through February 28, 2025.
Effective January 5, 2025, Richard F. Westenberger, then serving as Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer, was appointed as Interim Chief Executive Officer.
On March 26, 2025, the Company announced the appointment of Douglas C. Palladini as Chief Executive Officer & President and a member of the Board of Directors, effective April 3, 2025. Mr. Palladini succeeded Mr. Westenberger, who continues to serve as Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer.
2025 Business Outlook
Given the Company’s recent leadership transition and significant uncertainty surrounding proposed new tariffs and potential related impact on the business, the Company is suspending its forward guidance.


3


Conference Call
The Company will hold a conference call with investors to discuss first quarter fiscal 2025 results and provide an update on its business on April 25, 2025 at 8:30 a.m. Eastern Daylight Time. To listen to a live webcast and view the accompanying presentation materials, please visit ir.carters.com and select links for “News & Events” followed by “Events.” To access the call by phone, please preregister on https://register-conf.media-server.com/register/BIa9905a7906854eb1863d5668318514d5 to receive your dial-in number and unique passcode.
A webcast replay will be available shortly after the conclusion of the call at ir.carters.com.
About Carter’s, Inc.
Carter’s, Inc. is the largest branded marketer in North America of apparel exclusively for babies and young children. The Company owns the Carter’s and OshKosh B’gosh brands, among the more recognized and trusted brands in the marketplace. These brands are sold through over 1,000 Company-operated stores in the United States, Canada, and Mexico and online at www.carters.com, www.oshkosh.com, www.cartersoshkosh.ca, and www.carters.com.mx. Carter’s also is the largest supplier of young children’s apparel to the largest retailers in North America. Its brands are sold in leading department stores, national chains, and specialty retailers domestically and internationally. The Company’s Child of Mine brand is available at Walmart, its Just One You brand is available at Target, and its Simple Joys brand is available on Amazon.com. The Company also owns Little Planet, a brand focused on organic fabrics and sustainable materials, and Skip Hop, a global lifestyle brand for families with young children. Carter’s is headquartered in Atlanta, Georgia. Additional information may be found at www.carters.com.
Forward Looking Statements
Statements in this press release that are not historical fact and use predictive words such as “estimates”, “outlook”, “guidance”, “expect”, “believe”, “intend”, “designed”, “target”, “plans”, “may”, “will”, “are confident” and similar words are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed in this press release. These risks and uncertainties include, but are not limited to, those disclosed in Part II, Item 1A. “Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025 and Part I, Item 1A.
4


“Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, and otherwise in our reports and filings with the Securities and Exchange Commission, as well as the following factors: changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits; risks related to public health crises; risks related to consumer tastes and preferences, as well as fashion trends; the failure to protect our intellectual property; the diminished value of our brands, potentially as a result of negative publicity or unsuccessful branding and marketing efforts; delays, product recalls, or loss of revenue due to a failure to meet our quality standards; risks related to uncertainty regarding the future of international trade agreements and the United States’ position on international trade, as well as significant political, trade, and regulatory developments and other circumstances beyond our control; increased competition in the marketplace; financial difficulties for one or more of our major customers; identification of locations and negotiation of appropriate lease terms for our retail stores; distinct risks facing our eCommerce business; failure to forecast demand for our products and our failure to manage our inventory; increased margin pressures, including increased cost of materials and labor and our inability to successfully increase prices to offset these increased costs; continued inflationary pressures with respect to labor and raw materials and global supply chain constraints that have, and could continue, to affect freight, transit, and other costs; fluctuations in foreign currency exchange rates; unseasonable or extreme weather conditions; risks associated with corporate responsibility issues; our foreign sourcing arrangements; a relatively small number of vendors supply a significant amount of our products; disruptions in our supply chain, including increased transportation and freight costs; our ability to effectively source and manage inventory; problems with our Braselton, Georgia distribution facility; pending and threatened lawsuits; a breach of our information technology systems and the loss of personal data or a failure to implement new information technology systems successfully; unsuccessful expansion into international markets; failure to comply with various laws and regulations; failure to properly manage strategic initiatives; retention of key individuals; acquisition and integration of other brands and businesses; failure to achieve sales growth plans and profitability objectives to support the carrying value of our intangible assets; our continued ability to meet obligations related to our debt; changes in our tax obligations, including additional customs, duties or tariffs; our continued ability to declare and pay a dividend; volatility in the market price of our common stock; and the cost or effort required for our shareholders to bring certain claims or actions against us, as a result of our designation of the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings. Except for any ongoing obligations to disclose material information as required by federal securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. The inclusion of any statement in this press release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
5


CARTER’S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)
(unaudited)


Fiscal Quarter Ended
March 29, 2025 March 30, 2024
Net sales $ 629,827  $ 661,492 
Cost of goods sold 338,737  346,302 
Gross profit 291,090  315,190 
Royalty income, net 5,332  5,216 
Selling, general, and administrative expenses 270,320  265,371 
Operating income 26,102  55,035 
Interest expense 7,819  7,905 
Interest income (3,142) (3,089)
Other expense, net 76  274 
Income before income taxes 21,349  49,945 
Income tax provision 5,810  11,912 
Net income $ 15,539  $ 38,033 
Basic net income per common share $ 0.43  $ 1.04 
Diluted net income per common share $ 0.43  $ 1.04 
Dividend declared and paid per common share $ 0.80  $ 0.80 

6


CARTER’S, INC.
BUSINESS SEGMENT RESULTS
(dollars in thousands)
(unaudited)

  Fiscal Quarter Ended
March 29, 2025 % of
Consolidated net sales
March 30, 2024 % of
Consolidated net sales
Net sales:        
U.S. Retail $294,432 46.8% $307,642 46.5%
U.S. Wholesale 250,096 39.7% 264,131 39.9%
International 85,299 13.5% 89,719 13.6%
Consolidated net sales $629,827 100.0% $661,492 100.0%
Segment operating income (loss) (1):

Segment operating margin

Segment operating margin
U.S. Retail $2,308 0.8% $14,294 4.6%
U.S. Wholesale 55,309 22.1% 63,328 24.0%
International (215) (0.3)% 2,186 2.4%
Total segment operating income $57,402 9.1% $79,808 12.1%
Items not included in segment operating income: Consolidated operating margin Consolidated operating margin
Unallocated corporate expenses (2)
$(22,012) n/a $(24,773) n/a
Leadership transition costs (3)
(6,126) n/a n/a
Operating model improvement costs (4)
(3,162) n/a n/a
Consolidated operating income $26,102 4.1% $55,035 8.3%


(1)In fiscal 2024, the Company changed its measure of segment profitability to segment operating income. Segment operating income includes net sales, royalty income, and related cost of goods sold and selling, general, and administrative expenses attributable to each segment. Segment operating income excludes unallocated corporate expenses as well as specific charges that are not directly attributable to segment operations, including restructuring costs, operating model improvement costs, leadership transition costs, and impairment charges related to goodwill and indefinite-lived intangible assets, which were included in our previous measure of segment profitability. Prior period segment operating income for the fiscal quarter ended March 30, 2024 has been recast to conform to the current presentation.
(2)Unallocated corporate expenses include corporate overhead expenses that are not directly attributable to one of our business segments and include unallocated accounting, finance, legal, human resources, and information technology expenses, occupancy costs for our corporate headquarters, and other benefit and compensation programs, including performance-based compensation.
(3)Related to costs associated with the transition of our former CEO, including accelerated vesting of outstanding time-based restricted stock awards.
(4)Primarily related to third-party consulting costs.















7


CARTER’S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(unaudited)
March 29, 2025 December 28, 2024 March 30, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 320,794  $ 412,926  $ 267,575 
Accounts receivable, net of allowance for credit losses of $5,213, $5,663, and $5,159, respectively
203,873  194,834  224,075 
Finished goods inventories, net of inventory reserves of $9,641, $8,257, and $11,018, respectively
474,124  502,332  473,362 
Prepaid expenses and other current assets 50,216  32,580  51,775 
Total current assets 1,049,007  1,142,672  1,016,787 
Property, plant, and equipment, net of accumulated depreciation of $612,079, $602,670, and $628,627, respectively
179,247  180,956  182,513 
Operating lease assets 568,856  577,133  522,192 
Tradenames, net 268,836  268,008  298,141 
Goodwill 207,125  206,875  209,733 
Customer relationships, net 22,672  23,543  26,383 
Other assets 36,057  33,980  29,769 
Total assets $ 2,331,800  $ 2,433,167  $ 2,285,518 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 199,056  $ 248,200  $ 191,406 
Current operating lease liabilities 125,556  130,564  133,190 
Other current liabilities 84,734  130,052  94,361 
Total current liabilities 409,346  508,816  418,957 
Long-term debt, net 498,328  498,127  497,543 
Deferred income taxes 45,300  38,210  48,090 
Long-term operating lease liabilities 498,628  501,503  444,375 
Other long-term liabilities 32,953  31,949  35,200 
Total liabilities $ 1,484,555  $ 1,578,605  $ 1,444,165 
Commitments and contingencies
Stockholders' equity:
Preferred stock; par value $0.01 per share; 100,000 shares authorized; none issued or outstanding
$ —  $ —  $ — 
Common stock, voting; par value $0.01 per share; 150,000,000 shares authorized; 36,237,114, 36,041,995, and 36,600,032 shares issued and outstanding, respectively
362  360  366 
Additional paid-in capital 9,385  3,856  — 
Accumulated other comprehensive loss (43,066) (43,678) (25,667)
Retained earnings 880,564  894,024  866,654 
Total stockholders' equity 847,245  854,562  841,353 
Total liabilities and stockholders' equity $ 2,331,800  $ 2,433,167  $ 2,285,518 

8


CARTER’S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Fiscal Quarter Ended
March 29, 2025 March 30, 2024
Cash flows from operating activities:
Net income $ 15,539  $ 38,033 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation of property, plant, and equipment 12,340  13,905 
Amortization of intangible assets 914  929 
Provision for excess and obsolete inventory, net 1,385  2,026 
Amortization of debt issuance costs 415  403 
Stock-based compensation expense 9,753  5,170 
Unrealized foreign currency exchange (gain) loss, net (295)
(Recoveries of) provisions for doubtful accounts receivable from customers (454) 561 
Unrealized gain on investments (329) (618)
Deferred income taxes 6,572  6,811 
Effect of changes in operating assets and liabilities:
Accounts receivable (8,603) (40,746)
Finished goods inventories 27,122  61,039 
Prepaid expenses and other assets (19,035) (22,386)
Accounts payable and other liabilities (93,968) (90,687)
Net cash used in operating activities $ (48,644) $ (25,551)
Cash flows from investing activities:
Capital expenditures $ (10,346) $ (12,017)
Net cash used in investing activities $ (10,346) $ (12,017)
Cash flows from financing activities:
Dividends paid $ (28,999) $ (29,338)
Repurchases of common stock —  (8,999)
Withholdings from vesting of restricted stock (4,222) (7,378)
Proceeds from exercises of stock options —  367 
Other (370) — 
Net cash used in financing activities $ (33,591) $ (45,348)
Net effect of exchange rate changes on cash and cash equivalents 449  (722)
Net decrease in cash and cash equivalents $ (92,132) $ (83,638)
Cash and cash equivalents, beginning of period 412,926  351,213 
Cash and cash equivalents, end of period $ 320,794  $ 267,575 

9


CARTER’S, INC.
RECONCILIATION OF ADJUSTED RESULTS TO GAAP
(dollars in millions, except earnings per share)
(unaudited)
Fiscal Quarter Ended March 29, 2025
SG&A % Net Sales Operating Income % Net Sales Income Taxes Net Income Diluted EPS
As reported (GAAP) $ 270.3  42.9  % $ 26.1  4.1  % $ 5.8  $ 15.5  $ 0.43 
Leadership transition costs (b)
(6.1) 6.1  0.3  5.8  0.16 
Operating model improvement costs (c)
(3.2) 3.2  0.8  2.4  0.07 
As adjusted (a)
$ 261.0  41.4  % $ 35.4  5.6  % $ 6.9  $ 23.8  $ 0.66 

(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 SG&A, operating income, income taxes, 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 and afford investors a view of what management considers to be the Company's core performance. 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.
(b)Related to costs associated with the transition of our former CEO, including accelerated vesting of outstanding time-based restricted stock awards.
(c)Primarily related to third-party consulting costs.


Note: Results may not be additive due to rounding.


10


CARTER’S, INC.
RECONCILIATION OF NET INCOME ALLOCABLE TO COMMON SHAREHOLDERS
(unaudited)
Fiscal Quarter Ended
March 29, 2025 March 30, 2024
Weighted-average number of common and common equivalent shares outstanding:
Basic number of common shares outstanding 35,312,090  35,860,740 
Dilutive effect of equity awards 1,923  3,843 
Diluted number of common and common equivalent shares outstanding 35,314,013  35,864,583 
As reported on a GAAP Basis:
(dollars in thousands, except per share data)
Basic net income per common share:
Net income $ 15,539  $ 38,033 
Income allocated to participating securities (285) (691)
Net income available to common shareholders $ 15,254  $ 37,342 
Basic net income per common share $ 0.43  $ 1.04 
Diluted net income per common share:
Net income $ 15,539  $ 38,033 
Income allocated to participating securities (285) (691)
Net income available to common shareholders $ 15,254  $ 37,342 
Diluted net income per common share $ 0.43  $ 1.04 
As adjusted (a):
Basic net income per common share:
Net income $ 23,750  $ 38,033 
Income allocated to participating securities (468) (691)
Net income available to common shareholders $ 23,282  $ 37,342 
Basic net income per common share $ 0.66  $ 1.04 
Diluted net income per common share:
Net income $ 23,750  $ 38,033 
Income allocated to participating securities (468) (691)
Net income available to common shareholders $ 23,282  $ 37,342 
Diluted net income per common share $ 0.66  $ 1.04 

(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 $8.2 million in after-tax expenses from these results for the fiscal quarter ended March 29, 2025.

Note: Results may not be additive due to rounding.
11


CARTER’S, INC.
RECONCILIATION OF ADJUSTED RESULTS TO GAAP
(dollars in millions)
(unaudited)

The following table provides a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods indicated:
Fiscal Quarter Ended Four Fiscal Quarters Ended
March 29, 2025 March 30, 2024 March 29, 2025
Net income $ 15.5  $ 38.0  $ 163.0 
Interest expense 7.8  7.9  31.2 
Interest income (3.1) (3.1) (11.1)
Income tax provision 5.8  11.9  39.2 
Depreciation and amortization 13.3  14.8  56.4 
EBITDA $ 39.3  $ 69.6  $ 278.7 
Adjustments to EBITDA
Leadership transition costs (a)
$ 6.1  $ —  $ 6.1 
Operating model improvement costs (b)
3.2  —  3.2 
Organizational restructuring (c)
—  —  1.8 
Intangible asset impairment (d)
—  —  30.0 
Partial pension plan settlement (e)
—  —  0.9 
  Total adjustments 9.3  —  42.1 
Adjusted EBITDA $ 48.6  $ 69.6  $ 320.8 

(a)    Related to costs associated with the transition of our former CEO, including accelerated vesting of outstanding time-based restricted stock awards.
(b)Primarily related to third-party consulting costs.
(c)Net expenses related to organizational restructuring.
(d)Non-cash impairment charge on the OshKosh indefinite-lived tradename asset.
(e)Non-cash charge for partial settlement of the OshKosh B’Gosh Pension Plan.

Note: Results may not be additive due to rounding.

EBITDA and Adjusted EBITDA are supplemental financial measures that are not defined or prepared in accordance with GAAP. We define EBITDA as net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items described in footnotes (a) - (e) to the table above.

We present EBITDA and Adjusted EBITDA because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. These measures also afford investors a view of what management considers to be the Company's core performance.

The use of EBITDA and Adjusted EBITDA instead of net income or cash flows from operations has limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. EBITDA and Adjusted EBITDA do not represent net income or cash flow from operations as those terms are defined by GAAP and do not necessarily indicate whether cash flows will be sufficient to fund cash needs. While EBITDA, Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. EBITDA and Adjusted EBITDA do not reflect the impact of earnings or charges resulting from matters that we consider not to be indicative of our ongoing operations. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us for working capital, debt service and other purposes.
12


CARTER’S, INC.
RECONCILIATION OF GAAP AND NON-GAAP INFORMATION
(dollars in millions)
(unaudited)

The table below reflects the calculation of constant currency net sales on a consolidated and International segment basis for the fiscal quarter ended March 29, 2025:
Fiscal Quarter Ended
Reported Net Sales
March 29, 2025
Impact of Foreign Currency Translation Constant-Currency Net Sales
March 29, 2025
Reported Net Sales
March 30, 2024
Reported Net Sales % Change Constant-Currency Net Sales % Change
Consolidated net sales $ 629.8  $ (6.4) $ 636.2  $ 661.5  (4.8) % (3.8) %
International segment net sales $ 85.3  $ (6.4) $ 91.7  $ 89.7  (4.9) % 2.2  %

The Company evaluates its net sales on both an “as reported” and a “constant currency” basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates that occurred between the comparative periods. Constant currency net sales results are calculated by translating current period net sales in local currency to the U.S. dollar amount by using the currency conversion rate for the prior comparative period. The Company consistently applies this approach to net sales for all countries where the functional currency is not the U.S. dollar. The Company believes that the presentation of net sales on a constant currency basis provides useful supplemental information regarding changes in our net sales that were not due to fluctuations in currency exchange rates and such information is consistent with how the Company assesses changes in its net sales between comparative periods.
Note: Results may not be additive due to rounding.



13