EX-99.1 2 gildan050708exh991.htm PRESS RELEASE DATED MAY 7, 2008 Gildan Activewear Inc.: Exhibit 99.1 - 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

Sophie Argiriou, Director,
Investor Communications
Tel: (514) 343-8815
Email: sargiriou@gildan.com

Gildan Activewear Announces Second Quarter Results
Company Announces New Textile and Distribution Capacity Expansions in Honduras –

Montréal, Wednesday, May 7, 2008 – Gildan Activewear Inc. (GIL; TSX and NYSE) today announced its financial results for its second fiscal quarter ended March 30, 2008. The Company also reconfirmed its most recently revised earnings guidance for the full fiscal year, which it had updated on April 29, 2008. In addition, the Company announced plans to construct a third textile facility in Honduras, to support its projected sales growth beyond 2009.

Second Quarter Sales and Earnings

Gildan reported second quarter net earnings of U.S. $41.7 million and diluted EPS of U.S. $0.34, compared to net earnings of U.S. $21.1 million and diluted EPS of U.S. $0.17 in the second quarter of fiscal 2007. Results for the second quarter of fiscal 2008 include a charge of U.S. $0.8 million or U.S. $0.01 per share to reflect ongoing carrying costs for Canadian and U.S. manufacturing facilities, pursuant to the closure of these facilities in fiscal 2007. Before reflecting the restructuring charges in both fiscal years, adjusted net earnings for the second quarter were U.S. $42.5 million, or U.S. $0.35 per share, up respectively 13.3% and 12.9% from adjusted net earnings of U.S. $37.5 million, or U.S. $0.31 per share, in the second quarter of last year. The growth in EPS was due to more favourable unit sales volumes, selling prices and product-mix for activewear, partially offset by increased selling, general and administrative, depreciation and interest expenses, and a higher effective income tax rate, as well as the U.S. $0.07 per share negative impact of continuing issues arising from the integration of the Kentucky Derby Hosiery acquisition into Gildan’s retail business.

The Company did not achieve its previous guidance for the second quarter of approximately U.S. $0.42 adjusted diluted EPS, which it had provided on January 30, 2008, as a result of the retail integration issues combined with lower than projected unit sales growth in activewear resulting from a shortfall in production for the Dominican Republic textile facility, partially offset by more favourable activewear product-mix and lower than anticipated promotional discounts in the U.S. wholesale distributor channel.


Sales in the second quarter amounted to U.S. $293.8 million, up 26.5% from U.S. $232.1 million in the second quarter of last year. The increase in sales revenues was due to an increase of 98.4% in sock sales due to the acquisition of Prewett and new retail sock programs obtained in fiscal 2007, a 7.5% increase in unit volumes for activewear, an approximate 3% increase in activewear unit selling prices and a more favourable activewear product-mix. Growth in activewear unit volumes was constrained by lower than anticipated production, including delays in the introduction of new high-value ring-spun T-shirt and sport shirt products at the Company’s textile facility in the Dominican Republic. The increase in sock sales was net of the impact of exiting unprofitable sock product-lines which did not fit with Gildan’s strategy to focus primarily on high-volume basic sock programs in the U.S. mass retail channel. In addition, average selling prices for socks were reduced, as selling prices for new sock programs were based on the projected cost structure of Gildan’s new sock facility in Honduras, which is currently being ramped up to full capacity.

The growth in activewear unit sales was due to continuing market share penetration in T-shirts and fleece in the U.S. wholesale distributor channel. The table below summarizes data from the S.T.A.R.S. report produced by ACNielsen Market Decisions, which tracks unit volume shipments from U.S. wholesale distributors to U.S. screenprinters, for the quarter ended March 31, 2008.

      Gildan Industry
Gildan Gildan   Unit Growth Unit Growth
Market Share Market Share   Q2 2008 vs. Q2 2008 vs.
Q2 2008 Q2 2007   Q2 2007 Q2 2007
         
50.1% 47.4% All activewear products (0.4)% (5.9)%
         
50.7% 48.2% T-shirts (0.7)% (5.9)%
         
48.8% 42.5% Fleece 12.4% (1.9)%
         
35.5% 35.7% Sport shirts (14.2)% (13.6)%

The Company achieved record market shares in the T-shirt and fleece categories during the second quarter of fiscal 2008. The Company believes that the 5.9% reduction in overall industry shipments for T-shirts in the quarter is attributable to unseasonably cold spring weather and timing delays in screenprinter purchases of promotional white T-shirts. The Company had a strong open order position during the second quarter, which has significantly further increased since the quarter-end, and believes that demand for its products in the U.S. wholesale distributor channel continues to be strong. The Company continues to believe that overall demand for activewear products in the screenprint channel has not at this time been materially impacted by the weakening of overall economic conditions and the downturn in consumer spending.

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Unit shipments of activewear to Europe increased by 1.1% during the quarter. The slower growth in shipments to Europe in the quarter was also due to the shortfall in production and delay in new product introductions as a result of the issues in the Dominican Republic textile facility.

Gross margins in the second quarter of fiscal 2008 were 33.9%, the same as in the second quarter of fiscal 2007. Gross margins in the second quarter compared to last year were positively impacted by higher activewear selling prices and lower promotional discounts, a higher-valued activewear product-mix and increased manufacturing efficiencies from the Company’s manufacturing operations in Central America. These positive factors were offset by a higher proportion of sock sales, which currently generate lower gross margins than activewear, production inefficiencies in the Dominican Republic facility, higher energy costs, the impact of inventory write-downs in order to accelerate the liquidation of sock product-lines which have been discontinued, and additional costs incurred to service mass-market retailers during the integration of the Company’s retail information systems.

Selling, general and administrative expenses were U.S. $36.6 million, or 12.5% of sales, compared to U.S. $28.5 million, or 12.3% of sales in the second quarter of fiscal 2007. The increase in selling, general and administrative expenses is due to the acquisition of Prewett, higher distribution expenses, increased expenditures for the development of information systems, and the impact of the stronger Canadian dollar on corporate administrative costs. The increase of U.S. $5.6 million in depreciation and amortization costs was due to the Company’s continued investments in new capacity expansion, and the impact of the Prewett acquisition.

Interest expense in the second quarter increased by U.S. $1.0 million compared to the second quarter of last year, due to the increased utilization of the Company’s revolving long-term credit facility to fund the acquisition of Prewett on October 15, 2007, partially offset by the impact of lower interest rates.

The Company’s effective income tax rate for the second quarter was approximately 7.7%, compared to 5.0% in the second quarter of last year, excluding the impact of restructuring and other charges. The increase in the effective income tax rate was primarily due to the higher tax rate attributable to the Company’s U.S. sock business, which is currently taxed at higher effective income tax rates.

Year-to-date Sales and Earnings

Sales for the six months ended March 30, 2008 were U.S. $544.2 million, up 30.2% compared to the same period last year. The increase in sales was due to a U.S. $71.8 million increase in sock sales due to the acquisition of Prewett, an 8.9% increase in unit sales volumes for activewear and underwear, higher selling prices and a higher valued product-mix for activewear.

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For the first six months of fiscal 2008, net earnings amounted to U.S. $69.2 million, or U.S. $0.57 per share on a diluted basis, compared to net earnings of U.S. $36.8 million, or U.S. $0.30 per share, for the same period in fiscal 2007. Before the impact of restructuring and other charges, adjusted net earnings in the first six months of fiscal 2008 amounted to U.S. $70.8 million, or U.S. $0.58 per share on a diluted basis compared to adjusted net earnings of U.S. $54.5 million, or U.S. $0.45 per share on a diluted basis for the same period last year. The increase in adjusted net earnings and adjusted diluted EPS was primarily due to growth in unit sales volumes, higher selling prices, a higher valued product-mix, and manufacturing efficiencies for activewear in the Central American operations. These positive factors were partially offset by increases in selling, general and administrative expenses, depreciation and amortization, interest expense and the impact of a higher effective income tax rate. Additional costs incurred to service mass-market retailers during the integration of our retail information systems and the write-down of inventories of discontinued sock product-lines also negatively impacted growth in adjusted net earnings.

Cash Flow

Net earnings before depreciation and other non-cash items in the quarter amounted to U.S. $58.5 million, which was used to finance seasonal increases in accounts receivable and inventories, as well as capital expenditures amounting to U.S. $25.9 million. However, the investment in increased inventories to support seasonal peak demand for T-shirts in the third quarter of the fiscal year was significantly lower than the Company had projected, due to the shortfall in production from Gildan’s Dominican Republic textile facility. At the end of the second quarter, the Company continued to have significant unused financing capacity to be able to pursue its organic growth plans and to pursue selective acquisition opportunities.

Outlook

On April 29, 2008, the Company lowered its adjusted diluted EPS guidance for the full year to a range of U.S. $1.45-$1.50, up 12%-16% from adjusted net earnings of U.S. $1.29 per share in fiscal 2007. The Company had previously projected adjusted diluted EPS of U.S. $1.85-$1.90 for the fiscal year, up 42%-47% from last year.

The decrease in projected EPS compared to the Company’s earlier guidance is primarily due to the production issues at the Dominican Republic facility, which will result in lower than anticipated unit sales growth in the second half of the fiscal year, together with higher than projected manufacturing costs and supply chain inefficiencies. In addition, the Company expects to be negatively impacted by higher than projected increases in transportation and energy costs in the second half of the fiscal year. These factors, together with the impact of the retail integration issues which caused the shortfall in EPS in the second fiscal quarter, are expected to be partially moderated by the impact of assumed more favourable selling prices in the U.S. screenprint channel, as a result of a recently announced selling price increase.

The projected increase in adjusted diluted EPS of 12%-16% compared to last year is primarily due to 11% projected unit sales growth in activewear and underwear, compared with our previous projection of 14% unit sales growth, and higher selling prices for activewear in the screenprint channel. The Company continues to assume that the positive impact of these factors will be partially offset by higher selling, general and administrative expenses, higher depreciation and interest expenses, increases in cotton, energy and transportation costs, and a higher effective income tax rate including the non-recurrence of income tax recoveries which were recorded in fiscal 2007.

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The Company expects EPS for the third fiscal quarter to be slightly reduced from adjusted EPS of U.S. $0.47 per share in the third quarter of fiscal 2007. The impact of the lower sales volumes and higher operating costs resulting from the Dominican Republic issues will be primarily reflected in the third quarter. The Company will be in a better position to service demand in the wholesale distributor channel in the fourth quarter. The Company also noted that its ability to support growth in demand for fleece is not expected to be constrained by the lower production from the Dominican Republic facility, as fleece requirements are being produced at the Company’s new facility in Honduras, which has been ramped up successfully and is meeting or exceeding the Company’s objectives for production and manufacturing efficiencies.

New Capacity Expansion Projects

The Company is confident that its production issues in the Dominican Republic will be fully resolved in the second half of fiscal 2008, and that these issues will not impact its ability to support its unit sales growth in fiscal 2009. With the Company’s projected product-mix, Gildan expects to be able to produce in excess of 50 million dozens of activewear and underwear in fiscal 2009 in its vertically-integrated manufacturing facilities. However, new capacity will be required in order to be able to meet projected sales demand for the Company’s products in fiscal 2010. The Company is therefore announcing its intention to construct a third large-scale, vertically-integrated textile facility in Honduras, where Gildan can leverage its existing infrastructure and manufacturing management resources. The capital cost of the new facility, which will be constructed in fiscal 2008 and fiscal 2009, is expected to be in the range of U.S. $100-$110 million, the majority of which will be incurred in fiscal 2009.

In addition, the Company has also announced its intention to construct a new distribution centre in Honduras. In addition to supporting the Company’s continuing sales growth, the new distribution facility in Honduras will permit direct shipments to both U.S. and international customers, where appropriate, as well as provide a lower cost structure to handle labour-intensive activities for mass-market retail customers.

Disclosure of Outstanding Share Data

As of April 30, 2008, there were 120,477,689 common shares issued and outstanding along with 930,776 stock options and 902,000 dilutive restricted share units (Treasury RSUs) 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 Treasury RSU 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.

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Information for shareholders

This release should be read in conjunction with Gildan’s 2008 Second Quarter MD&A dated May 7, 2008 (available at http://gildan.com/corporate/IR/quarterlyReports.cfm) which is incorporated by reference in this release, filed by Gildan with the Canadian securities regulatory authorities and with the U.S. Securities and Exchange Commission.

Gildan Activewear Inc. will hold a conference call to discuss these results today at 5:00 PM Eastern Time. The conference call can be accessed by dialing 800-261-3417 (Canada & U.S.) or 617-614-3673 (international) and entering passcode 80323574, 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 7:00 PM EDT by dialing 888-286-8010 (Canada & U.S.) or 617-801-6888 (international) and entering passcode 29444872, until Wednesday, May 14, 2008 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 fleece 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 growth initiative to sell athletic socks, underwear and activewear to mass-market retailers in North America.

Forward-Looking Statements

Certain statements included in this press release, in particular the “Outlook” section,  constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities legislation and regulations, and are subject to important risks, uncertainties and assumptions. This forward-looking information includes amongst others, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking statements generally can be identified by the use of conditional or forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “project”, “ assume”, “anticipate”, “plan”, “foresee”, “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. We refer you to the Company’s filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, as well as the “Risks and Uncertainties” section of the 2007 Annual MD&A, as subsequently updated in our first and second quarter 2008 MD&A, for a discussion of the various factors that may affect the Company’s future results. Material factors and assumptions that were applied in drawing a conclusion or making a forecast or projection are also set out throughout this press release, in particular the “Outlook” section.

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The results or events predicted in such forward-looking information may differ materially from actual results or events. Material factors, which could cause actual results or events to differ materially from a conclusion, forecast or projection in such forward-looking information, include, but are not limited to: general economic conditions such as commodity prices, currency exchange rates, interest rates 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; our reliance on a small number of significant customers; changes in consumer preferences, customer demand for our products and our ability to maintain customer relationships and grow our business; our customers do not commit to minimum quantity purchases; the seasonality of our business; our ability to attract and retain key personnel; high reliance on computerized information systems; changes in accounting policies and estimates; and disruption to manufacturing and distribution activities due to labour disruptions, bad weather, natural disasters and other unforeseen adverse events.

This may cause the Company’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Company’s business. For example, they do not include the effect of business dispositions, acquisitions, other business transactions, asset writedowns or other charges announced or occurring after forward-looking statements are made. The financial impact of such transactions and non-recurring and other special items can be complex and necessarily depends on the facts particular to each of them.

We believe that the expectations represented by our forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding the Company’s fiscal 2008 financial performance and may not be appropriate for other purposes. Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date of this press release, and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise unless required by applicable legislation or regulation. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Non-GAAP Financial Measures

This release includes reference to certain non-GAAP financial measures such as adjusted net earnings and adjusted diluted earnings per share. These non-GAAP measures do not have any standardized meanings prescribed by

7


Canadian GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation. The terms and definitions of the non-GAAP measures used in this press release and a reconciliation of each non-GAAP measure to the most directly comparable GAAP measure are provided below.

Adjusted net earnings and adjusted diluted earnings per share are calculated as net earnings and earnings per share excluding restructuring and other charges, as discussed in Note 7 to the unaudited 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 nonrecurring.

(in US$ millions, except per share amounts)        
  Q2 2008 Q2 2007 YTD 2008 YTD 2007
Net earnings 41.7 21.1 69.2 36.8
Restructuring and other charges 0.8 16.4 1.6 17.7
Less: income tax effect thereon - - - -
Adjusted net earnings 42.5 37.5 70.8 54.5
         
Diluted EPS 0.34 0.17 0.57 0.30
Restructuring and other charges, net of tax 0.01 0.13 0.01 0.15
Adjusted diluted EPS 0.35 0.31 0.58 0.45

Certain minor rounding variances exist between the financial statements and this summary. EPS may not add due to rounding.

 

 

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Gildan Activewear Inc.
Interim Consolidated Balance Sheets
(in thousands of U.S. dollars)

 

March 30, 2008

 

September 30, 2007

 

April 1, 2007

 

 

(unaudited)

 

 

(audited)

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

29,311

 

$

9,250

 

$

35,481

Accounts receivable

 

185,788

 

 

206,088

 

 

139,754

Inventories

 

300,057

 

 

239,963

 

 

242,589

Prepaid expenses and deposits

 

8,989

 

 

7,959

 

 

7,074

Future income taxes

 

3,763

 

 

2,610

 

 

5,038

 

 

527,908

 

 

465,870

 

 

429,936

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

424,002

 

 

377,617

 

 

348,809

Goodwill and identifiable intangible assets

 

64,926

 

 

2,024

 

 

9,191

Assets held for sale (note 7)

 

12,681

 

 

6,610

 

 

2,895

Other assets

 

19,500

 

 

11,426

 

 

4,724

Future income taxes

 

10,489

 

 

10,939

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

1,059,506

 

$

874,486

 

$

795,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Bank indebtedness

$

 

$

 

$

3,500

Accounts payable and accrued liabilities

 

123,436

 

 

116,683

 

 

113,086

Income taxes payable

 

8,190

 

 

2,949

 

 

237

Current portion of long-term debt

 

4,129

 

 

3,689

 

 

21,449

 

 

135,755

 

 

123,321

 

 

138,272

 

 

 

 

 

 

 

 

 

Long-term debt

 

142,206

 

 

55,971

 

 

52,730

Future income taxes

 

39,538

 

 

24,612

 

 

29,908

Non-controlling interest in consolidated joint venture

 

7,104

 

 

6,932

 

 

5,776

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Share capital

 

88,796

 

 

88,061

 

 

87,353

Contributed surplus

 

5,311

 

 

3,953

 

 

3,143

                 

Retained earnings

 

614,548

 

 

545,388

 

 

452,125

Accumulated other comprehensive income

 

26,248

 

 

26,248

 

 

26,248

 

 

640,796

 

 

571,636

 

 

478,373

 

 

734,903

 

 

663,650

 

 

568,869

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

$

1,059,506

 

$

874,486

 

$

795,555

See accompanying notes to interim consolidated financial statements

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Gildan Activewear Inc.
Interim Consolidated Statements of Earnings and Comprehensive Income
(In thousands of U.S. dollars, except per share data)

  Three months ended   Six months ended
  March 30, 2008   April 1, 2007   March 30, 2008   April 1, 2007
    (unaudited)     (unaudited)     (unaudited)     (unaudited)
                       
Sales $ 293,763   $ 232,134   $ 544,220   $ 417,963
Cost of sales   194,092     153,386     365,633     285,337
                       
Gross profit   99,671     78,748     178,587     132,626
                       
Selling, general and administrative expenses   36,596     28,540     69,203     54,650
                       
Restructuring and other charges (note 7)   817     16,359     1,640     17,750
                       
Earnings before the undernoted items   62,258     33,849     107,744     60,226
                       
Depreciation and amortization   15,076     9,475     27,923     18,249
Interest, net (note 10)   2,067     1,077     4,861     2,048
Non-controlling interest in (loss) income of consolidated joint venture   (119)     186     172     122
                       
Earnings before income taxes   45,234     23,111     74,788     39,807
                       
Income taxes   3,548     1,965     5,628     3,050
                       
Net earnings and comprehensive income $ 41,686   $ 21,146   $ 69,160   $ 36,757
                       
                       
Basic EPS (note 8) $ 0.35   $ 0.18   $ 0.57   $ 0.31
                       
Diluted EPS (note 8) $ 0.34   $ 0.17   $ 0.57   $ 0.30

See accompanying notes to interim consolidated financial statements

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Gildan Activewear Inc.
Interim Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)

 

Three months ended

 

Six months ended

 

March 30, 2008   April 1, 2007   March 30, 2008   April 1, 2007

 

  (unaudited)     (unaudited)     (unaudited)     (unaudited)

 

 

 

   

 

   

 

     

Cash flows from operating activities:

 

 

   

 

   

 

     

Net earnings

$

41,686

  $

21,146

  $

69,160

  $

36,757

Adjustments for:

 

 

   

 

   

 

   

 

Depreciation and amortization (note 9)

 

15,076

   

10,477

   

27,923

   

20,375

Impairment loss and writedown of property, plant and equipment (note 7)

 

   

3,560

   

   

3,560

Loss (gain) on disposal of assets held for sale and property, plant and equipment

 

28

    (2,096)     (202)     (1,738)

Stock-based compensation costs

 

806

   

310

   

1,484

   

778

Future income taxes

  (280)    

1,235

    (1,515)    

1,479

Non-controlling interest

  (119)    

186

   

172

   

122

Unrealized foreign exchange loss (gain)

 

1,254

   

(130)

   

1,015

    (1,588)

 

 

58,451

   

34,688

   

98,037

   

59,745

Changes in non-cash working capital balances:

 

 

   

 

   

 

   

 

Accounts receivable

  (33,477)     (37,971)    

49,870

   

29,446

Inventories

  (5,516)     (9,075)     (16,671)     (41,936)

Prepaid expenses and deposits

  (214)     (397)    

340

    (1,317)

Accounts payable and accrued liabilities

 

2,587

   

14,209

    (8,919)     (4,235)

Income taxes payable

 

2,507

    (1,169)    

5,075

    (1,945)

 

 

24,338

   

285

   

127,732

   

39,758

 

 

 

   

 

   

 

   

 

Cash flows (used in) from financing activities:

 

 

   

 

   

 

   

 

Increase in amounts drawn under revolving long-term credit facility

 

17,000

   

43,000

   

88,000

   

43,000

Decrease in bank indebtedness

 

   

    (1,261)    

Net decrease in other long-term debt

  (1,485)     (974)     (1,325)     (2,682)

Proceeds from the issuance of shares

 

333

   

400

   

609

   

769

 

 

15,848

   

42,426

   

86,023

   

41,087

 

 

 

   

 

   

 

   

 

Cash flows from (used in) investing activities:

 

 

   

 

   

 

   

 

Purchase of property, plant and equipment

  (25,868)     (45,109)     (60,018)     (75,451)

Acquisition of V.I. Prewett & Son, Inc. (note 4)

 

   

    (126,819)    

Restricted cash related to acquistion (note 4)

 

   

    (10,000)    

Proceeds on disposal of assets held for sale

 

693

   

1,995

   

1,114

   

1,995

Net decrease (increase) in other assets

 

586

    (487)    

1,967

    (1,008)

 

  (24,589)     (43,601)     (193,756)     (74,464)

 

 

 

   

 

   

 

   

 

Effect of exchange rate changes on cash and cash equivalents denominated in foreign currencies

 

116

   

42

   

62

   

93

 

 

 

   

 

   

 

   

 

Net increase (decrease) in cash and cash equivalents during the period

 

15,713

    (848)    

20,061

   

6,474

 

 

 

   

 

   

 

   

 

Cash and cash equivalents, beginning of period

 

13,598

   

36,329

   

9,250

   

29,007

 

 

 

   

 

   

 

   

 

Cash and cash equivalents, end of period

$

29,311

  $

35,481

  $

29,311

  $

35,481

See accompanying notes to interim consolidated financial statements

Supplemental disclosure of cash flow information (note 9)

11


Gildan Activewear Inc.
Interim Consolidated Statement of Shareholders’ Equity and Comprehensive Income
Six months ended March 30, 2008 and April 1, 2007
(in thousands and thousands of U.S. dollars)

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

 

 

 

Total

 

Share Capital

 

 

Contributed

 

 

comprehensive

 

 

Retained

 

 

shareholders’

 

Number

 

 

Amount

 

 

surplus

 

 

income

 

 

earnings

 

 

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2007

120,419

 

$

88,061

 

$

3,953

 

$

26,248

 

$

545,388

 

$

663,650

Stock-based compensation related to stock options and restricted share units

 

 

 

 

1,484

 

 

 

 

 

 

1,484

Shares issued under employee share purchase plan

9

 

 

314

 

 

 

 

 

 

 

 

314

Shares issued pursuant to exercise of stock options

39

 

 

295

 

 

 

 

 

 

 

 

295

Shares issued pursuant to the settlement of Treasury restricted share units

8

 

 

126

 

 

(126)

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

69,160

 

 

69,160

Balance, March 30, 2008 (unaudited)

120,475

 

$

88,796

 

$

5,311

 

$

26,248

 

$

614,548

 

$

734,903

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

 

 

 

Total

 

Share Capital

 

 

Contributed

 

 

comprehensive

 

 

Retained

 

 

shareholders’

 

Number

 

 

Amount

 

 

surplus

 

 

income

 

 

earnings

 

 

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, October 1, 2006

120,228

 

$

86,584

 

$

2,365

 

$

26,248

 

$

415,368

 

$

530,565

Stock-based compensation related to stock options and restricted share units

 

 

 

 

778

 

 

 

 

 

 

778

Shares issued under employee share purchase plan

10

 

 

228

 

 

 

 

 

 

 

 

228

Shares issued pursuant to exercise of stock options

110

 

 

541

 

 

 

 

 

 

 

 

541

Net earnings

 

 

 

 

 

 

 

 

36,757

 

 

36,757

Balance, April 1, 2007 (unaudited)

120,348

 

$

87,353

 

$

3,143

 

$

26,248

 

$

452,125

 

$

568,869

12


NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(For the period ended March 30, 2008)
(Tabular amounts in thousands or thousands of U.S. dollars, except per share data or unless otherwise noted)
(unaudited)

1. Basis of presentation: of presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information and include all normal and recurring entries that are necessary for a fair presentation of the financial statements. Accordingly, they do not include all of the information and footnotes required by Canadian generally accepted accounting principles for annual financial statements, and should be read in conjunction with the Company’s most recently prepared annual consolidated financial statements for the year ended September 30, 2007.

The Company’s revenues and income are subject to seasonal variations. Consequently, the results of operations for the second fiscal quarter are traditionally not indicative of the results to be expected for the full fiscal year.

All share and per share data in these interim consolidated financial statements reflect the effect of the two-for-one stock split declared in May 2007.

Certain comparative figures have been reclassified in order to conform with the current period’s presentation.

All amounts in the attached notes are unaudited unless specifically identified.

2. Significant accounting policies:

Except for the adoption of the new accounting standards described in Note 3, the Company applied the same accounting policies in the preparation of the interim consolidated financial statements, as disclosed in Note 1(a) and Note 2 of its audited consolidated financial statements in the Company’s annual report for the year ended September 30, 2007.

3. Adoption of new accounting standards:

Effective the commencement of its 2008 fiscal year, the Company has adopted the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 1535, Capital Disclosures, CICA Handbook Section 3862, Financial Instruments - Disclosure, and CICA Handbook Section 3863, Financial Instruments - Presentation. These new Handbook Sections apply to fiscal years beginning on or after October 1, 2007. These Sections relate to disclosure and presentation only and did not have an impact on our financial results. See Notes 10 and 11.

4. Business acquisition:

On October 15, 2007, the Company acquired 100% of the capital stock of V.I.Prewett & Son, Inc. (“Prewett”), a U.S. supplier of basic family socks primarily to U.S. mass-market retailers. Prewett’s corporate headquarters are located in Fort Payne, Alabama. The acquisition is intended to enhance further the Company’s position as a full-product supplier of socks, activewear and underwear for the retail channel.

The aggregate purchase price of $126.8 million (including transaction costs of $1.5 million) paid in cash on closing is subject to adjustments based on working capital balances as at the date of acquisition, which have not yet been finalized. In addition, the purchase agreement provides for an additional purchase consideration of $10 million contingent on specified future events. This amount was paid into escrow by the Company and is included in “Other assets” on the consolidated balance sheet. Any further purchase price consideration paid by the Company will be accounted for as additional goodwill.

The Company accounted for this acquisition using the purchase method and the results of Prewett have been consolidated with those of the Company from the date of acquisition.

The Company has allocated the purchase price on a preliminary basis to the assets acquired and the liabilities assumed based on management’s best estimate of their fair values and taking into account all relevant information available at that time. Since the Company is still in the process of finalizing the independent valuation of certain intangible assets and other assets acquired and liabilities assumed at the date of acquisition, the allocation of the purchase price is subject to change. The Company expects to finalize the purchase price by the end of fiscal 2008.

13


4. Business acquisition (continued):

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

Assets acquired:

 

 

Accounts receivable

$

28,805

Inventory

 

43,423

Prepaid expenses

 

1,370

Property, plant and equipement

 

20,202

Goodwill and identifiable intangible assets

 

64,376

Other assets

 

176

 

 

 

Liabilities assumed:

 

 

Bank indebtedness

$ (1,261)

Accounts payable and accrued liabilities

  (14,178)

Future income taxes

  (16,094)

Net assets acquired

$

126,819

 

 

 

Consideration:

 

 

Cash

$

125,294

Transaction costs

 

1,525

Purchase price

$

126,819

Goodwill recorded in connection with this acquisition is not expected to be deductible for tax purposes. Identifiable intangible assets consists primarily of customer contracts and customer relationships and are currently being amortized on a straight-line basis over a period of 15 years based on preliminary estimates of the useful life of these assets.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is not amortized and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. When the carrying amount of a reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to the excess of the carrying value over the fair value of the goodwill, if any.

5. Stock-based compensation:

The Company’s Long Term Incentive Plan (the “LTIP”) includes stock options and restricted share units. The LTIP allows the Board of Directors to grant stock options, dilutive restricted share units (“Treasury RSUs”) and non-dilutive restricted share units (“Non-Treasury RSUs”) to officers and other key employees of the Company and its subsidiaries.

Changes in outstanding stock options were as follows:

 

 

Weighted average

 

Number

exercise price

 

 

(in Canadian dollars)

Options outstanding, September 30, 2007

853

10.08

Granted

127

39.37

Exercised (39)

7.62

Forfeited (9)

31.09

Options outstanding, March 30, 2008

932

13.99

As at March 30, 2008, 667,200 of the outstanding options were exercisable at the weighted average price of CA$6.45. Based on the Black-Scholes option pricing model, the grant date weighted average fair value of the options granted during the six months ended March 30, 2008 was CA$12.98.

14


5. Stock-based compensation (continued):

Changes in outstanding Treasury RSUs were as follows:

 

 

Weighted average

 

Number

fair value per unit

 

 

(in Canadian dollars)

Treasury RSUs outstanding, September 30, 2007

941

18.83

Granted

38

37.54

Settled through the issuance of common shares (8)

17.89

Forfeited (69)

27.85

Treasury RSUs outstanding, March 30, 2008

902

18.94

As of March 30, 2008, none of the awarded and outstanding Treasury RSUs were vested.

The compensation expense recorded for the three-month periods ended March 30, 2008 and April 1, 2007, respectively, was $0.8 million and $0.3 million, in respect of the Treasury RSUs and stock options. The compensation expense recorded for the six-month periods ended March 30, 2008 and April 1, 2007, respectively, was $1.5 million and $0.8 million, in respect of the Treasury RSUs and stock options. The counterpart has been recorded as contributed surplus. When the common shares are issued to the employees, the amounts previously credited to contributed surplus are reclassified to share capital.

Changes in outstanding Non-Treasury RSUs were as follows:

 

Number

Non-Treasury RSUs outstanding, September 30, 2007

56

Granted

50

Forfeited (3)
Non-Treasury RSUs outstanding, March 30, 2008

103

Non-Treasury RSUs have the same features as Treasury RSUs except that their vesting period is a maximum of three years and they will be settled in cash at the end of the vesting period. The settlement amount is based on the Company’s stock price at the vesting date. As of March 30, 2008, the weighted average fair value per non-Treasury RSU was CA$37.21. No common shares are issued from treasury under such awards and they are therefore non-dilutive. As of March 30, 2008, none of the awarded and outstanding non-Treasury RSUs were vested.

The compensation expense recorded for the three-month periods ended March 30, 2008 and April 1, 2007, respectively, was $0.2 million and $0.2 million, in respect of the non-Treasury RSUs. The compensation expense recorded for the six-month periods ended March 30, 2008 and April 1, 2007, respectively, was $0.5 million and $0.3 million, in respect of the non-Treasury RSUs. The counterpart has been recorded in accounts payable and accrued liabilities.

6. Guarantees:

The Company, and certain of its subsidiaries, have granted corporate guarantees, irrevocable standby letters of credit and surety bonds to third parties to indemnify them in the event the Company and certain of its subsidiaries do not perform their contractual obligations. As at March 30, 2008, the maximum potential liability under these guarantees was $19.9 million, of which $5.7 million was for surety bonds and $14.2 million was for corporate guarantees and standby letters of credit. The standby letters of credit mature at various dates during 2008, the surety bonds are automatically renewed on an annual basis and the corporate guarantees mature at various dates up to fiscal 2010.

As at March 30, 2008, the Company has recorded no liability with respect to these guarantees, as the Company does not expect to make any payments for the aforementioned items. Management has determined that the fair value of the non-contingent obligations requiring performance under the guarantees in the event that specified triggering events or conditions occur approximates the cost of obtaining the standby letters of credit and surety bonds.

15


7. Restructuring and other charges, and assets held for sale:

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

   

Three months ended

 

Six months ended

 

March 30,

 

April 1,

March 30,

 

April 1,

   

2008

 

2007

 

2008

 

2007

Accelerated depreciation $

-

$

1,002

$

-

$

2,126

Gain on disposal of long-lived assets   (39)   (1,778)   (328)   (1,778)
Asset impairment loss  

-

 

3,560

 

-

 

3,560

Severance  

-

 

11,858

 

-

 

12,062

Other  

856

 

1,717

 

1,968

 

1,780

  $

817

$

16,359

$

1,640

$

17,750

In fiscal 2006 and 2007, the Company announced the closure, relocation and consolidation of manufacturing and distribution facilities in Canada, the United States and Mexico, as well as the relocation of its corporate office. The costs incurred in connection with these announcements have been recorded as restructuring and other charges, and included severance and other costs, asset impairment losses and accelerated depreciation resulting from the reduction in the estimated remaining economic lives of property, plant and equipment at these facilities. Other costs relate primarily to exits costs incurred in connection with the closures noted above, including carrying and dismantling costs associated with assets held for sale. The Company expects to incur additional carrying costs relating to the closed facilities being held for sale, which will be accounted for as restructuring charges as incurred during fiscal 2008, until all property, plant and equipment related to the closures are disposed of. Any gains or losses on the disposition of the assets held for sale will also be accounted for as restructuring charges as incurred.

Assets held for sale of $12.7 million as at March 30, 2008 (September 30, 2007 - $6.6 million; April 1, 2007 - $2.9 million) include property, plant and equipment at these various locations.

8. Earnings per share:

A reconciliation between basic and diluted earnings per share is as follows:

   

Three months ended

 

Six months ended

 

March 30,

 

April 1,

March 30,

 

April 1,

 

 

2008

 

2007

 

2008

 

2007

Basic earnings per share:

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

120,464

 

120,320

 

120,446

 

120,299

Basic earnings per share

$

0.35

$

0.18

$

0.57

$

0.31

Diluted earnings per share:

 

 

 

 

 

 

 

 

Basic weighted average number or common shares outstanding

 

120,464

 

120,320

 

120,446

 

120,299

Plus impact of stock options and Treasury RSUs

 

1,185

 

1,209

 

1,207

 

1,189

Diluted weighted average number of common shares outstanding

 

121,649

 

121,529

 

121,653

 

121,488

Diluted earnings per share

$

0.34

$

0.17

$

0.57

$

0.30

Excluded from the above calculation for the three months ended March 30, 2008 are 124,825 stock options ranging in price from CA$38.10 to CA$39.39, which were deemed to be anti-dilutive because the exercise prices were greater than the average market price of the common shares for the period. All stock options outstanding for the three months ended December 30, 2007 and for fiscal 2007 were dilutive.

16


9. Other information:

   

Three months ended

 

Six months ended

(a) The following items were included in depreciation and amortization in the statement of cash flow:

March 30,

 

April 1,

March 30,

 

April 1,

 

2008

 

2007

 

2008

 

2007

Depreciation of property, plant and equipment

$

13,886

$

8,803

$

25,518

$

17,179

Accelerated depreciation of property, plant and equipment

 

-

 

1,002

 

-

 

2,126

Amortization expense of deferred start-up costs and other

 

453

 

511

 

931

 

748

Amortization expense of intangible assets

 

737

 

161

 

1,474

 

322

 

$

15,076

$

10,477

$

27,923

$

20,375

 

 

 

 

 

 

 

 

 

(b) Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

$

2,230

$

1,062

$

5,056

$

2,223

Income taxes

 

1,421

 

1,845

 

2,338

 

3,316

 

       

 

March 30, 2008

September 30, 2007

 

April 1, 2007

(c) Non-cash transactions:

 

 

 

(audited)

 

 

Additions to property, plant and equipment included in accounts payable and accrued liablities

$

1,194

$

2,566

$

3,002

Ascribed value credited to share capital from issuance of Treasury RSUs

 

126

 

226

 

-

Reversal of valuation allowance on acquired future income tax assets credited to intangible assets

 

-

 

7,340

 

-

Proceeds on disposal of long-lived assets in long-term receivable

 

1,637

 

1,855

 

-

Proceeds on disposal of long-lived assets in accounts receivable

 

1,230

 

1,050

 

3,325

 

 

 

 

 

 

 

(d) Cash and cash equivalents consist of:

 

 

 

 

 

 

Cash balances with banks

$

24,723

$

9,250

$

35,481

Short-term investments

 

4,588

 

-

 

-

 

$

29,311

$

9,250

$

35,481

10. Financial instruments:

In the first quarter of fiscal 2008, the Company adopted the requirements of the CICA Handbook Section 3862, “Financial Instruments Disclosures”, which apply to fiscal years beginning on or after October 1, 2007. This new Handbook Section requires disclosures to enable users to evaluate the significance of financial instruments for the entity’s financial position and performance, and the nature and extent of an entity’s exposure to risks arising from financial instruments, including how the entity manages those risks.

Disclosures relating to exposure to risks, in particular credit risk, liquidity risk, foreign currency risk and interest rate risk, are included in the section entitled “Financial Risk Management” of the Management’s Discussion and Analysis of the Company’s operations, performance and financial condition as at and for the three months and six months ended March 30, 2008, which is included in the Gildan Q2 2008 Quarterly Report to Shareholders along with these interim consolidated financial statements. Accordingly, these disclosures are incorporated into these interim consolidated financial statements by cross-reference.

17


10. Financial instruments (continued):

(a)  Financial instruments – carrying values and fair values:

The fair values of financial assets and liabilities, together with the carrying amounts included in the consolidated balance sheet, are as follows:

   

March 30, 2008

 

September 30, 2007

 

 

 

 

 

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

 

amount

 

value

 

amount

 

value

Financial assets

 

 

 

 

 

 

 

 

Available-for-sale financial assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

29,311

$

29,311

$

9,250

$

9,250

Loans and receivables:

 

 

 

 

 

 

 

 

Accounts receivable - trade

 

169,467

 

169,467

 

189,070

 

189,070

Accounts receivable - other

 

16,321

 

16,321

 

17,018

 

17,018

Long-term receivable included in other assets

 

1,637

 

1,637

 

1,855

 

1,855

Restricted cash related to Prewett acquisition

 

 

 

 

 

 

 

 

included in other assets

 

10,000

 

10,000

 

-

 

-

Forward foreign exchange contracts

 

220

 

220

 

293

 

293

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

Other financial liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

120,393

 

120,393

 

115,596

 

115,596

Long-term debt - bearing interest at variable rates:

 

 

 

 

 

 

 

 

Revolving long-term credit facility

 

137,000

 

137,000

 

49,000

 

49,000

Other long-term debt

 

7,135

 

7,135

 

8,803

 

8,803

Long-term debt - bearing interest at fixed rates

 

2,200

 

2,200

 

1,857

 

1,857

Forward foreign exchange contracts

 

3,043

 

3,043

 

1,087

 

1,087

The Company has determined that the fair value of its short-term financial assets and liabilities approximates their respective carrying amounts as at the balance sheet dates because of the short-term maturity of those instruments. The fair values of the long-term receivable and the restricted cash related to the acquisition of Prewett, and the Company’s interest-bearing financial liabilities also approximate their respective carrying amounts. The fair value of forward foreign exchange contracts was determined using quoted market values.

(b) Financial income and expense:

The following components of income and expense relating to financial instruments are included in the consolidated statement of earnings:

(i) Interest income and expense:

   

Three months ended

 

Six months ended

 

March 30,

 

April 1,

March 30,

 

April 1,

   

2008

 

2007

 

2008

 

2007

Interest expense on long-term indebtedness $

2,108

$

1,132

$

5,063

$

2,185

Interest expense on short-term indebtedness  

19

 

68

 

34

 

140

Interest income on available-for-sale financial assets   (63)   (141)   (243)   (315)
Interest income on loans and receivables   (20)  

-

 

(40)

 

-

Other interest  

23

 

18

 

47

 

38

Interest expense - net $

2,067

$

1,077

$

4,861

$

2,048

Interest income on available-for-sale financial assets consists of interest earned from cash and cash equivalents invested in short-term deposits. Interest income on loans and receivables relates to interest earned on the Company’s long-term receivable included in other assets.

18


10. Financial instruments (continued):

(ii) Foreign exchange gain (loss):

   

Three months ended

 

Six months ended

 

March 30,

 

April 1,

March 30,

 

April 1,

 

 

2008

 

2007

 

2008

 

2007

Gain relating to financial assets and liabilities, excluding forward foreign exchange contracts

$

1 150

$

523

$

1 201

$

1 103

Gain (loss) relating to forward exchange contracts, including amounts realized on contract maturity and changes in fair value of open positions

  (3 215)  

116

  (2 374)  

326

Foreign exchange gain (loss) relating to financial instruments

  (2 065)  

639

  (1 173)  

1 429

Other foreign exchange gain (loss)

 

771

  (92)  

196

 

963

Foreign exchange gain (loss)

$ (1 294) $

547

$ (977) $

2 392

(iii) Impairment losses recognized on trade receivables:

The Company recorded bad debt expense of $ nil (2007 - $0.2 million) for the three month period ended March 30, 2008 and nil (2007 - $0.3 million) for the six month period ended March 30, 2008. Bad debt expense is included in “Selling, general and administrative expenses” in the interim consolidated statements of earnings and comprehensive income.

(c) Forward foreign exchange contracts:

The following table summarizes the Company’s derivative financial instruments relating to commitments to buy and sell foreign currencies through forward foreign exchange contracts as at March 30, 2008 and September 30, 2007:

    Notional foreign Average   Notional USD   Carrying & fair value
March 30, 2008 Maturity currency amount exchange rate  

equivalent

 

Asset

 

Liability

Buy CAD/Sell USD 0-6 months 42,100 0.9902 $

41,689

$

-

$ (581)
                   
Sell EUR/Buy USD 0-6 months 9,081 1.3678  

12,421

 

-

  (1,915)
6-12 months 5,650 1.4591  

8,244

 

-

  (547)
                   
Sell GBP/Buy USD 0-6 months 6,019 1.9841  

11,942

 

83

 

-

6-12 months 1,700 2.0318  

3,454

 

137

 

-

        $

77,750

$

220

$ (3,043)
         

 

 

 

 

 

               
    Notional foreign Average   Notional USD   Carrying & fair value
September 30, 2007 Maturity currency amount exchange rate  

equivalent

 

Asset

 

Liability

Buy EUR/Sell USD 0-6 months 4,425 1.3616 $

6,025

$

293

$

-

                   
Sell EUR/Buy USD 0-6 months 4,899 1.3626  

6,675

 

-

  (278)
6-12 months 9,081 1.3677  

12,421

 

-

  (467)
                   
Sell GBP/Buy USD 0-6 months 4,781 1.9988  

9,558

 

-

  (146)
6-12 months 6,019 1.9841  

11,942

 

-

  (196)
                   
Sell CAD/Buy USD 0-6 months 3,800 1.0055  

3,821

 

-

 

-

        $

50,442

$

293

$ (1,087)

19


11. Capital disclosures:

The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its organic growth strategy and undertake selective acquisitions, while at the same time taking a conservative approach towards financial leverage and management of financial risk.

The Company’s capital is composed of net debt and shareholders’ equity. Net debt consists of interest-bearing debt less cash and cash equivalents. The Company’s primary uses of capital are to finance increases in non-cash working capital and capital expenditures for capacity expansion as well as acquisitions. The Company currently funds these requirements out of its internally-generated cash flows and the periodic use of its revolving long-term bank credit facility.

The primary measure used by the Company to monitor its financial leverage is its ratio of net debt to earnings before interest, taxes, depreciation and amortization, non-controlling interest, and restructuring and other charges (“EBITDA”), which it aims to maintain at less than 3.0:1. Net debt is computed as at the most recent quarterly balance sheet date. EBITDA is based on the last four quarters ending on the same date as the balance sheet date used to compute net debt. The net debt to EBITDA ratio as at March 30, 2008, September 30, 2007 and April 1, 2007 was as follows:

 

March 30, 2008

September 30, 2007

 

April 1, 2007

Bank indebtedness $

-

$

-

$

3,500

Current portion of long-term debt  

4,129

 

3,689

 

21,449

Long-term debt  

142,206

 

55,971

 

52,730

Less: cash and cash equivalents   (29,311)   (9,250)   (35,481)
Net debt $

117,024

$

50,410

$

42,198

   

 

 

 

 

 

   

 

 

 

 

 

   

For the last four quarters ending on

 

March 30, 2008

September 30, 2007

 

April 1, 2007

Net earnings $

162,423

$

130,020

$

96,376

Restructuring and other charges  

11,902

 

28,012

 

38,136

Depreciation and amortization  

48,451

 

38,777

 

35,490

Interest, net  

7,711

 

4,898

 

3,846

Income tax expense (recovery)   (2,237)   (4,815)  

5,967

Non-controlling interest in income of consolidated joint venture  

1,328

 

1,278

 

334

EBITDA $

229,578

$

198,170

$

180,149

   

 

 

 

 

 

Net debt to EBITDA ratio  

0.5:1

 

0.3:1

 

0.2:1

The terms of the revolving credit facility require the Company to maintain a net debt to EBITDA ratio below 3.0:1, although this limit may be exceeded under certain circumstances. The Company used its revolving credit facility to finance the acquisition of Prewett, which closed on October 15, 2007. The financing of the acquisition resulted in debt leverage, but which is still well below the Company’s maximum net debt to EBITDA ratio. The Company does not currently plan to refinance its revolving credit facility, or a portion thereof, with debt of longer maturities or to raise additional equity capital.

In order to maintain or adjust its capital structure, the Company, upon approval from its Board of Directors, may issue or repay long-term debt, issue shares, repurchase shares, pay dividends or undertake other activities as deemed appropriate under the specific circumstances. The Company does not currently pay a dividend. However, the Company’s Board of Directors periodically evaluates the merits of introducing a dividend.

The Company is not subject to any capital requirements imposed by a regulator.

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12. Income taxes:

The Canada Revenue Agency (“CRA”) is currently conducting an audit of the Company’s income tax returns for its 2000, 2001, 2002 and 2003 fiscal years, the scope of which includes a review of transfer pricing and the allocation of income between the Company’s Canadian legal entity and its foreign subsidiaries. In the third quarter of fiscal 2008, management will meet with the CRA for the first time to discuss preliminary transfer pricing audit issues and, in particular, explain the roles and responsibilities performed in the Company’s foreign subsidiaries where the majority of its taxable income is earned. While the outcome of the audit cannot be predicted with certainty, the Company is confident that the merits of its transfer pricing methodology, which is supported by annual transfer pricing studies conducted by external experts, and the economic substance of its legal and operating structure support its tax filings. The Company believes that its tax filing positions will be sustained and that the final resolution of this matter will not materially affect the estimates and assumptions used by management in determining the Company’s provision for income taxes and in valuing its income tax assets and liabilities.

13. Segmented information:

The Company manufactures and sells activewear, socks and underwear. The Company operates in one business segment, being high-volume, basic, frequently replenished, non-fashion apparel.

   

Three months ended

 

Six months ended

The company has two customers accounting for at least 10% of total sales:

 

March 30,

 

April 1,

 

March 30,

 

April 1,

 

2008

 

2007

 

2008

 

2007

Company A

 

22.5%

 

24.9%

 

21.9%

 

22.3%

Company B

 

13.8%

 

5.7%

 

18.2%

 

7.4%

 

 

 

 

 

 

 

 

 

Sales were derived from customers located in the following geographic areas:

 

 

 

 

 

 

 

 

United States

$

265,391

$

203,413

$

495,100

$

372,477

Canada

 

12,677

 

14,600

 

22,613

 

22,565

Europe and other

 

15,695

 

14,121

 

26,507

 

22,921

 

$

293,763

$

232,134

$

544,220

$

417,963

 

 

 

 

 

 

 

 

 

Sales by major product group:

 

 

 

 

 

 

 

 

Activewear and underwear

$

228,602

$

199,287

$

397,050

$

342,559

Socks

 

65,161

 

32,847

 

147,170

 

75,404

 

$

293,763

$

232,134

$

544,220

$

417,963

Goodwill and intangible assets relate to acquisitions located in the United States.

Property, plant and equipment by geographic areas are as follows:

 

March 30, 2008

 

September 30, 2007

 

April 1, 2007

 

 

 

(audited)

 

 

Caribbean Basin and Central America

$

321,347

$

294,063

$

254,749

United States

 

81,330

 

65,399

 

70,507

Canada and other

 

21,325

 

18,155

 

23,553

 

$

424,002

$

377,617

$

348,809

 

 

 

 

 

 

 

Assets held for sale by geographic areas are as follows:

 

March 30, 2008

 

September 30, 2007

 

April 1, 2007

 

 

 

(audited)

 

 

United States

$

2,278

$

2,278

$

2,395

Canada and other

 

10,403

 

4,332

 

500

 

$

12,681

$

6,610

$

2,895

21