EX-99.1 2 gildan4q.htm EXHIBIT 99.1 Gildan Activewear Inc. - Fourth Quarter 2006 - Prepared By TNT Filings Inc.

 


For Immediate Release

Contact: Laurence G. Sellyn, Executive Vice-President,
  Chief Financial and Administrative Officer
  Tel: (514) 343-8805
  Email: lsellyn@gildan.com

Gildan Activewear Announces Strong Fourth Quarter EPS
Company Updates EPS Guidance for 2007 Fiscal Year –

Montréal, Thursday, December 7th, 2006 – Gildan Activewear Inc. (GIL; TSX and NYSE) today announced its financial results for its fourth quarter and fiscal year ended October 1, 2006, and updated its earnings guidance for fiscal year 2007.

Fourth Quarter Sales and Earnings

Gildan reported fourth quarter net earnings of U.S. $16.8 million and diluted EPS of U.S. $0.28, after recording restructuring and other charges in the quarter totaling U.S. $20.0 million after-tax or U.S. $0.33 per share. The restructuring and other charges comprised U.S. $0.31 per share for the restructuring of the Company's Canadian manufacturing facilities, which was announced on September 27, 2006, and U.S. $0.02 per share to reflect the variable component of Gildan's contractual obligations towards its former Chairman and Co-Chief Executive Officer. Before reflecting the restructuring and other charges, net earnings and diluted EPS for the fourth quarter of fiscal 2006 amounted to U.S. $36.8 million or U.S. $0.61 per share, up respectively 25.6% and 27.1% from net earnings of U.S. $29.3 million and diluted EPS of U.S. $0.48 in the fourth quarter of fiscal 2005. Excluding the impact of the Kentucky Derby Hosiery acquisition in the quarter, which was U.S. $0.01 per share dilutive to EPS, the increase in net earnings and EPS before the restructuring and other charges was primarily due to continuing strong growth in unit sales volumes, favourable manufacturing efficiencies, a higher-valued product-mix for activewear, and lower selling, general and administrative expenses, partially offset by lower selling prices and higher depreciation expense.

Sales in the fourth quarter amounted to U.S. $235.2 million, a record for any fiscal quarter, and up 30.2% from U.S. $180.7 million in the fourth quarter of last year. The increase in sales revenues was due to U.S. $30.0 million of sock sales resulting from the acquisition of Kentucky Derby Hosiery, which was effective from July 6, 2006, a 13.7% increase in unit sales volumes for activewear and the impact of a higher-valued activewear product-mix, partially offset by a close to 3% reduction in unit selling prices for activewear compared to last year.


The growth in activewear unit sales was primarily due to continuing market share penetration in all product categories in the U.S. distributor channel. The table below summarizes the S.T.A.R.S. data for market shares and market growth in the U.S. distributor channel for the calendar quarter and nine months ended September 30, 2006.

  Gildan Gildan Gildan Industry Industry
  Market Share Market Share Unit Growth Unit Growth Unit Growth
  Q4 2006 YTD 2006 Q4 2006 vs. Q4 2006 vs. YTD 2006 vs.
      Q4 2005 Q4 2005 YTD 2005
All products 42.7% 42.6% 11.8% (1.3)% 2.1%
           
T-shirts 44.0% 43.7% 11.8% (1.3)% 2.4%
           
Sport shirts 33.3% 32.2% 1.8% (5.5)% (3.2%)
           
Fleece 31.0% 30.8% 21.2% 1.2% 1.4%

Lower overall industry unit sales in the quarter was primarily due to the unusual strength of the market in the fourth quarter of last year, due to purchases in advance of an industry selling price increase which had been announced for October 2005. In the month of October 2006, industry unit shipments as reported by S.T.A.R.S. increased by 5.1% compared with October 2005. Gildan's market share in T-shirts and fleece in October was 46.9% and 35.9%, respectively.

Gross margins in the fourth quarter of fiscal 2006 were 30.6%, versus 32.3% in the fourth quarter of 2005. The decrease in gross margins was entirely attributable to the impact of lower margins from the sale of socks, which do not yet reflect the anticipated cost synergies from the planned rationalization of the Company's sock manufacturing operations. Excluding the impact of Kentucky Derby Hosiery, gross margins in the fourth quarter of fiscal 2006 were 32.5%. The slight increase in gross margins for activewear reflected favourable manufacturing efficiencies and higher-valued product-mix compared to last year, essentially offset by lower selling prices.

Selling, general and administrative expenses in the fourth quarter were U.S. $23.6 million, or 10.1% of sales, compared to U.S. $20.1 million, or 11.1% of sales, in the fourth quarter of last year. The increase in selling, general and administrative expenses was due to the impact of the acquisition of Kentucky Derby Hosiery, higher volume-related distribution costs and professional fees for compliance with Section 404 of the U.S. Sarbanes Oxley Act of 2002, partly offset by the nonrecurrence of severance costs incurred in the fourth quarter of fiscal 2005 and lower performance-related compensation costs in the fourth quarter of this fiscal year. The increase of U.S. $1.9 million in depreciation and amortization expenses was due to the Company's continuing investments in capacity expansion, combined with the impact of the Kentucky Derby Hosiery acquisition.

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Full Year Sales and Earnings

Sales for fiscal 2006 totaled U.S. $773.2 million, up 18.2% from fiscal 2005, due primarily to an increase of 14.5% in activewear unit sales volumes and U.S. $30.0 million of sock sales resulting from the Kentucky Derby Hosiery acquisition, partially offset by lower selling prices.

Net earnings for fiscal 2006 amounted to U.S. $106.8 million and diluted EPS was U.S. $1.76, up respectively 24.2% and 23.1% from U.S. $86.0 million or U.S. $1.43 per share last year. Net earnings for fiscal 2006 included restructuring and other charges of U.S. $20.0 million after-tax or U.S. $0.33 per share. Results for fiscal 2005 included restructuring and other charges of U.S. $7.9 million after-tax or U.S. $0.13 per share primarily for the closure and relocation of the Company's Canadian yarn-spinning operations. Before restructuring and other charges in both years, net earnings and EPS increased respectively by 35.0% and 34.0% to U.S. $126.8 million or U.S. $2.09 per share, compared with net earnings of U.S. $93.9 million or U.S. $1.56 per share in fiscal 2005. The increase in net earnings and EPS compared to fiscal 2005 was primarily due to 14.5% growth in activewear unit sales volumes, lower cotton costs and favourable manufacturing efficiencies, partially offset by an approximate 2.5% reduction in selling prices, higher selling, general and administrative expenses and higher depreciation expenses.

Cash Flow

During the fourth quarter of fiscal 2006, the Company generated cash flow of U.S $33.6 million from operating activities, after using U.S. $17.0 million to finance seasonal accounts receivable and U.S. $9.0 million to meet seasonal and replenishment inventory requirements for the sock business and to support transitional outsourcing programs. The Company also used cash of U.S. $26.2 million for capital expenditures for its major capacity expansion projects in Honduras and the Dominican Republic and U.S. $19.9 million for the acquisition of Kentucky Derby Hosiery. In addition, the Company repaid U.S. $21.3 million of the total amount of U.S. $27.4 million of Kentucky Derby Hosiery's debt assumed at the date of the acquisition. For the full fiscal year, Gildan incurred capital expenditures of U.S. $80.2 million. The Company ended the fiscal year with cash and cash equivalents of U.S. $29.0 million, and continues to have significant unused financing capacity to be able to pursue further capacity expansion in excess of its current plans, as well as other potential growth opportunities.

Fiscal 2007 EPS Guidance

Gildan has increased its diluted EPS guidance for fiscal 2007 from U.S. $2.50 per share to approximately U.S. $2.55 per share, to take account of the projected U.S. $0.05 per share impact of the acquisition of Kentucky Derby Hosiery. The Company's fiscal 2007 guidance continues to include approximately U.S. $0.06 per share of accelerated depreciation to reflect the change in the estimated economic life of the Company's remaining Canadian textile and related manufacturing assets. Prior to this additional depreciation charge, adjusted diluted EPS for fiscal 2007 is projected to be approximately U.S. $2.61.

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The Company's updated guidance for fiscal 2007 assumes that the acquisition of Kentucky Derby Hosiery has a negligible impact on EPS until the fourth quarter of the fiscal year. By the end of fiscal 2007, the annualized impact of cost reductions from the integration of Kentucky Derby Hosiery into Gildan is expected to be in excess of U.S. $0.15 per share. The Company continues to be confident that it will achieve annual cost reduction synergies of U.S. $0.30 per share, once the integration process is completed during fiscal 2008 and the Company has achieved a globally competitive cost structure for its sock manufacturing operations.

The Company's guidance for fiscal 2007 assumes growth in sales of approximately 26% compared to fiscal 2006, to approximately U.S. $970 million. Unit sales growth is projected at over 55%, including approximately 25 million dozens of socks. The Company has obtained its first major Gildan branded sock program with a U.S. national mass-market retail account, for delivery starting in the second quarter of fiscal 2007.

Compared with its previous EPS guidance, which the Company initiated on September 27, 2006, the Company is now projecting more favourable cotton costs than originally forecast, particularly in the second half of fiscal 2007, with the benefit of such cost reductions being assumed to be fully passed through into lower selling prices than originally projected. The Company is now projecting a year-over-year reduction in activewear selling prices of approximately 2.5% in fiscal 2007 as it continues to drive further market share penetration and enter the mass-market retail channel.

EPS for the first quarter of fiscal 2007, before the additional depreciation charge, are projected to be the same as in the first quarter of fiscal 2006, at U.S. $0.27 per share. Higher unit sales volume growth in the first quarter is projected to be offset by lower gross margins and higher selling, general and administrative expenses. In particular, the first quarter is impacted by significant year-over-year increases in cotton costs, compared with a low point in cotton prices in the first quarter of last year. Also, the positive impact of unit volume growth is lower than in other quarters, as the first quarter is seasonally the lowest sales volume quarter of the fiscal year.

After the first quarter, in addition to the more significant impact of sales volume growth, gross margins for activewear are expected to increase, both relative to the first quarter as well as to the corresponding quarters in fiscal 2006. In the second half of fiscal 2007, cotton costs are expected to be comparable to the second half of fiscal 2006. Also, throughout fiscal 2007 the Company expects to realize significant manufacturing efficiencies from the continuing ramp-up of the Dominican Republic textile facility and the rationalization of its Canadian textile manufacturing announced on September 27, 2006, which are expected to more than offset the projected 2.5% reduction in selling prices. In addition, gross margins for the sock business are expected to increase in successive quarters as the Company progresses with the integration of Kentucky Derby Hosiery.

Gildan is projecting capital expenditures of approximately U.S. $110 million in fiscal 2007.

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Disclosure of Outstanding Share Data

As of November 30, 2006, there were 60,138,612 common shares issued and outstanding along with 501,343 stock options and 453,872 dilutive restricted share units outstanding. Each stock option entitles the holder to purchase one common share at the end of the vesting period at a pre-determined option price. Each restricted share unit entitles the holder to receive one common share at the end of the vesting period, without any monetary consideration being paid to the Company. However, the vesting of 50% of the restricted share grant is dependent upon the financial performance of the Company, relative to a benchmark group of Canadian publicly-listed companies.

Information for shareholders

Gildan Activewear Inc. will hold a conference call to discuss these results today at 10:00 AM Eastern Time. The conference call can be accessed by dialing 800-261-3417 (Canada & U.S.) or 617-614-3673 (international) and entering passcode 37448625, or by live sound webcast on Gildan's Internet site ("Investor Relations" section) at the following address: www.gildan.com. If you are unable to participate in the conference call, a replay will be available starting that same day at 12:00 PM EST by dialing 888-286-8010 (Canada & U.S.) or 617-801-6888 (international) and entering passcode 88091542, until Thursday, December 14, 2006 at midnight, or by audio webcast on Gildan's Web site for 30 days.

Profile

Gildan is a vertically-integrated marketer and manufacturer of quality branded basic apparel. The Company is the leading supplier of activewear for the wholesale imprinted sportswear market in the U.S. and Canada, and also a leading supplier to this market in Europe. The Company sells T-shirts, sport shirts and sweatshirts in large quantities to wholesale distributors as undecorated "blanks", which are subsequently decorated by screenprinters with designs and logos. Consumers ultimately purchase the Company's products, with the Gildan label, in venues such as sports, entertainment and corporate events, and travel and tourism destinations. Other end-uses include work uniforms and similar applications to convey individual, group and team identity. In addition to continuing its growth within the wholesale channel, Gildan is implementing a major new growth initiative to sell athletic socks, underwear and activewear to mass-market retailers in North America.

Certain statements included in this press release may constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities legislation and regulations. Such forward-looking statements involve assumptions and known and unknown risks, uncertainties and other factors, including, but not limited to: general economic conditions such as currency exchange rates, commodity prices and other factors over which we have no control; the impact of economic and business conditions, industry trends and other external and political factors in the countries in which we operate; the intensity of competitive activity; changes in environmental, tax, trade and other laws and regulations; our ability to implement our strategies and plans; our ability to complete and successfully integrate acquisitions; changes in customer demand for our products and our ability to maintain customer relationships and grow our business; the seasonality of our business; our ability to attract and retain key personnel; changes in accounting policies;

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and, disruption to manufacturing and distribution activities due to the impact of weather, natural disasters and other unforeseen adverse events, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements, which are made only as of the date of this press release. We refer you to the Company's filings with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities for a discussion of other factors that may affect the Company's future results.

This release includes reference to certain Non-GAAP Financial measures such as adjusted net earnings and adjusted diluted earnings per share, which are calculated as net earnings and earnings per share excluding restructuring and other charges, as discussed in Note 2 to the condensed interim consolidated financial statements. The Company uses and presents these non-GAAP measures to assess its operating performance from one period to the next without the variation caused by restructuring and other charges that could potentially distort the analysis of trends in our business performance. Excluding these items does not imply they are necessarily non-recurring. However, investors should know that such Non-GAAP Financial Measures have no standardized meaning as prescribed by GAAP and may not be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation. A reconciliation of the non-GAAP measures to the most comparable GAAP measures is provided in the table below:

(in millions of U.S. dollars, except per share amounts)        
  Q4 2006 Q4 2005 2006 2005
Net earnings 16.8 29.2 106.8 86.0
Restructuring and other charges (1) 20.4 (0.1) 20.4 11.8
Income tax effect thereon (0.4) 0.2 (0.4) (3.9)
Adjusted net earnings 36.8 29.3 126.8 93.9
         
Diluted E.P.S. 0.28 0.48 1.76 1.43
Restructuring and other charges, net of tax 0.33 - 0.33 0.13
Adjusted diluted E.P.S. 0.61 0.48 2.09 1.56

(1) Adjustment to remove restructuring and other charges. See note 2 to the condensed interim consolidated financial statements.

- 30 -

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Gildan Activewear Inc.
Consolidated Statements of Earnings

(In thousands of U.S. dollars, except per share data)

    Three months ended   Twelve months ended
    October 1, 2006   October 2, 2005   October 1, 2006   October 2, 2005
    (unaudited)   (unaudited)   (audited)   (audited)
                 
                 
Sales $ 235,152 $ 180,672 $ 773,190 $ 653,851
Cost of sales   163,084   122,261   521,095   450,570
                 
Gross profit   72,068   58,411   252,095   203,281
                 
Selling, general and administrative expenses   23,641   20,100   84,388   73,846
                 
Restructuring and other charges (note 2)   20,386   (110)   20,386   11,776
                 
Earnings before the undernoted items   28,041   38,421   147,321   117,659
                 
Depreciation and amortization   9,072   7,202   32,383   25,615
Interest expense, net   1,039   924   3,067   4,615
Non-controlling interest in income of consolidated joint venture   20   (153)   260   34
                 
Earnings before income taxes   17,910   30,448   111,611   87,395
                 
Income tax   1,122   1,251   4,782   1,352
                 
Net earnings $ 16,788 $ 29,197 $ 106,829 $ 86,043
                 
                 
Basic EPS $ 0.28 $ 0.49 $ 1.78 $ 1.44
                 
Diluted EPS $ 0.28 $ 0.48 $ 1.76 $ 1.43
                 
Weighted average number of shares outstanding (in thousands)                
     Basic   60,105   59,924   60,052   59,691
     Diluted   60,670   60,414   60,626   60,135

See accompanying condensed notes to interim consolidated financial statements.


Gildan Activewear Inc.
Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)

   

Three months ended

 

Twelve months ended

    October 1, 2006   October 2, 2005   October 1, 2006   October 2, 2005
    (unaudited)   (unaudited)   (audited)   (audited)
                 
                 
Cash flows from (used in) operating activities:                
   Net earnings $ 16,788 $ 29,197 $ 106,829 $ 86,043
   Adjustments for:                
      Depreciation and amortization   9,072   7,202   32,383   25,615
      Impairment loss   15,149   -   15,149   -
      Loss (gain) on disposal and writedown of fixed assets   22   (1,273)   1,197   7,373
      Future income taxes   919   2,119   1,764   176
      Stock-based compensation costs   65   469   908   1,050
      Other   1,510   1,967   1,103   2,586
    43,525   39,681   159,333   122,843
   Net changes in non-cash working capital balances:                
      Accounts receivable   (16,981)   3,858   (41,058)   (22,694)
      Inventories   (9,035)   (3,058)   (35,435)   (17,790)
      Prepaid expenses and deposits   2,003   2,032   95   (1,082)
      Accounts payable and accrued liabilities   14,545   6,542   11,046   11,979
      Income taxes payable   (485)   (406)   740   (6)
    33,572   48,649   94,721   93,250
                 
Cash flows (used in) from financing activities:                
   (Decrease) increase in bank indebtedness   (17,830)   3,980   (17,830)   3,980
   Net (decrease) increase in long-term debt   (4,773)   3,265   (23,361)   (12,810)
   Proceeds from the issuance of shares   194   875   1,808   5,872
   Contribution by non-controlling interest   -   -   -   2,500
    (22,409)   8,120   (39,383)   (458)
                 
Cash flows from (used in) investing activities:                
   Purchase of fixed assets   (26,188)   (19,431)   (80,183)   (86,124)
   Acquisition of Kentucky Derby Hosiery (note 1)   (19,911)   -   (19,911)   -
   Proceeds from the disposal of assets held for sale   -   1,488   5,027   4,087
   Decrease (increase) in other assets   21   122   (986)   (1,811)
    (46,078)   (17,821)   (96,053)   (83,848)
                 
Effect of exchange rate changes on cash                
  and cash equivalents   39   70   (80)   187
                 
Net (decrease) increase in cash and cash equivalents                
  during the period   (34,876)   39,018   (40,795)   9,131
                 
Cash and cash equivalents, beginning of period   63,883   30,784   69,802   60,671
                 
Cash and cash equivalents, end of period $ 29,007 $ 69,802 $ 29,007 $ 69,802

See accompanying condensed notes to interim consolidated financial statements.


Gildan Activewear Inc.
Consolidated Balance Sheets

(in thousands of U.S. dollars)

    October 1, 2006   October 2, 2005
    (audited)   (audited)
         
         
Current assets:        
   Cash and cash equivalents $ 29,007 $ 69,802
   Accounts receivable   165,870   108,646
   Inventories   200,653   134,861
   Prepaid expenses and deposits   5,757   4,394
   Future income taxes   5,298   10,135
    406,585   327,838
         
Fixed assets   302,677   260,615
Intangible assets   9,513   -
Other assets   4,501   4,036
Assets held for sale   -   5,027
         
Total assets $ 723,276 $ 597,516
         
Current liabilities:        
   Bank indebtedness $ 3,500 $ 3,980
   Accounts payable and accrued liabilities   117,984   86,843
   Income taxes payable   2,269   2,206
   Current portion of long-term debt   21,820   19,859
    145,573   112,888
         
Long-term debt   12,041   27,288
Future income taxes   29,443   31,386
Non-controlling interest in consolidated joint venture   5,654   5,394
         
Shareholders' equity:        
   Share capital   86,584   84,177
   Contributed surplus   2,365   1,596
   Retained earnings   415,368   308,539
   Cumulative translation adjustment   26,248   26,248
    530,565   420,560
         
Total liabilities and shareholders' equity $ 723,276 $ 597,516

See accompanying condensed notes to interim consolidated financial statements.


Gildan Activewear Inc. – Notes to interim consolidated financial statements
(tabular amounts in thousands of U.S. dollars, except per share data)

For complete notes to the annual consolidated financial statements, please refer to filings with the various securities regulatory authorities.

1.     Effective July 6, 2006, the Company acquired 100% of the common shares of Kentucky Derby Hosiery Co., Inc. ("Kentucky Derby"), a U.S. hosiery manufacturer with corporate headquarters in Hopkinsville, Kentucky. The total purchase price of $20.4 million, including transactions costs, was paid in cash, except for $0.5 million which was settled through the issuance of common shares of the Company. The acquisition is intended to enhance and accelerate the Company's strategy to enter the North American mass-market retail channel as a supplier of athletic socks, underwear and activewear.

The Company accounted for this acquisition using the purchase method and the results of Kentucky Derby were consolidated with those of the Company from the date of acquisition.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

Assets acquired:

   

   Accounts receivable

$ 15,081

   Income taxes receivable

  775

   Inventory

  30,357

   Prepaid expenses

  1,458

   Fixed assets

  6,993

   Customer contracts and customer relationships

  9,866

 

  64,530

 

   

Liabilities assumed:

   

   Bank indebtedness

  17,350

   Accounts payable and accrued liabilities

  16,734

   Long-term debt

  10,075

 

  44,159

 

   

Net assets acquired

$ 20,371

 

   

 

   

Consideration:

   

   Cash

$ 19,000

   10,000 common shares

  460

   Transaction costs

  911

 

   

 

$ 20,371

Immediately following the acquisition, the Company repaid the entire amount of bank indebtedness and $4.0 million of Kentucky Derby's long-term debt.


2.     The following table summarizes the components of the restructuring and other charges:

 

  (unaudited) (unaudited)   (audited) (audited)

 

Three months Three months Twelve months Twelve months

 

  ended   ended   ended   ended

 

  Oct. 1, 2006   Oct. 2, 2005   Oct. 1, 2006   Oct. 2, 2005

Canadian textile manufacturing

               

restructuring (a)

$ 18,930 $ - $ 18,930 $ -

Restructuring of yarn-spinning

               

facilities (b)

  -   (1,160)   -   10,726

Charge to comply with

               

employment contract (c)

  1,456   1,050   1,456   1,050

 

$ 20,386 $ (110) $ 20,386 $ 11,776

(a)   In September 2006, the Company announced a restructuring of its Canadian manufacturing operations to take effect in December 2006, involving the closure of its textile manufacturing facility in Valleyfield, Quebec and the downsizing of its Montreal knitting facility. During the fourth quarter of fiscal 2006, the Company has recorded a charge of $18.9 million relating to this restructuring and its concurrent re-assessment of the recoverability of the carrying values of its remaining Canadian textile manufacturing and related assets. Under the Company's tax structure, there are essentially no tax recoveries with respect to this charge. The components of this charge include employee severance of $2.1 million with respect to the Valleyfield and Montreal knitting facilities, an asset impairment loss of $15.1 million relating to all of the Canadian textile and related manufacturing fixed assets, and other costs of $1.7 million. The Company was required to reduce the carrying value of the fixed assets to fair value and recognized asset impairment charges, because the carrying value of the assets exceeded the projected future undiscounted cash flows.

(b)   During the second quarter of fiscal 2005, the Company closed its two Canadian yarn-spinning facilities, and relocated a major portion of its yarn-spinning equipment to a North Carolina spinning facility operated by Company's joint venture with Frontier Spinning Mills, Inc. For the twelve months ended October 2, 2005 the Company recorded a charge of $10.7 million for the costs associated with this closure. The components of this charge included a writedown to fair value of fixed assets not transferred of $6.8 million, employee severance of $3.7 million and other costs of $0.2 million. The fixed assets not transferred to the joint venture were classified as held for sale at their estimated fair values. Proceeds from the assets held for sale of $4.1 million and $5.0 million were received, respectively in fiscal 2005 and in fiscal 2006. In the fourth quarter of fiscal 2005, the Company recognized a gain of $1.1 million, due to proceeds exceeding estimates on assets held for sale.

(c)   During fiscal 2004, the Company incurred a charge to comply with its contractual commitments to its former Chairman and Co-chief Executive Officer of the Company. For the three-month and twelve-month periods ended October 1, 2006 and October 2, 2005, the Company incurred further charges of $1.5 million and $1.1 million respectively, in order to comply with the variable components of its obligations under the terms of the employment contract.

3.     Certain comparative figures have been reclassified in order to conform to the current year's presentation.