| INTERIM CONSOLIDATED FINANCIAL STATEMENTSS |
Gildan Activewear Inc. |
Interim Consolidated Balance Sheets |
(in thousands of U.S. dollars) |
| | | | | | | | | | |
| | | | | | | | | | |
| | | January 2, 2011 | | October 3, 2010 | | January 3, 2010 |
| | | | (unaudited) | | | (audited) | | | (unaudited) |
Current assets: | | | | | | | | | |
| Cash and cash equivalents | | $ | 234,925 | | $ | 258,442 | | $ | 141,084 |
| Trade accounts receivable | | | 138,800 | | | 145,684 | | | 77,743 |
| Income taxes receivable | | | - | | | - | | | 1,095 |
| Inventories (note 4) | | | 366,474 | | | 332,542 | | | 344,963 |
| Prepaid expenses and deposits | | | 9,126 | | | 9,584 | | | 11,909 |
| Other current assets | | | 8,454 | | | 9,079 | | | 8,222 |
| | | | 757,779 | | | 755,331 | | | 585,016 |
| | | | | | | | | | |
Property, plant and equipment | | | 494,303 | | | 479,292 | | | 420,523 |
Assets held for sale (note 7) | | | 11,611 | | | 3,246 | | | 3,370 |
Intangible assets | | | 59,849 | | | 61,321 | | | 67,042 |
Goodwill | | | 10,197 | | | 10,197 | | | 6,709 |
Other assets | | | 12,290 | | | 11,805 | | | 10,896 |
| | | | | | | | | | |
Total assets | | $ | 1,346,029 | | $ | 1,321,192 | | $ | 1,093,556 |
| | | | | | | | | | |
| | | | | | | | | | |
Current liabilities: | | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 172,284 | | $ | 186,205 | | $ | 125,222 |
| Dividends payable | | | 9,113 | | | - | | | - |
| Income taxes payable | | | 3,617 | | | 5,024 | | | - |
| Current portion of long-term debt | | | - | | | - | | | 1,983 |
| | | | 185,014 | | | 191,229 | | | 127,205 |
| | | | | | | | | | |
Long-term debt | | | - | | | - | | | 1,177 |
Future income taxes | | | 4,502 | | | 4,476 | | | 15,902 |
Non-controlling interest in consolidated joint venture | | | 11,150 | | | 11,058 | | | 7,435 |
| | | | | | | | | | |
Contingencies (note 13) | | | | | | | | | |
| | | | | | | | | | |
Shareholders' equity: | | | | | | | | | |
| Share capital | | | 98,343 | | | 97,036 | | | 93,537 |
| Contributed surplus | | | 11,328 | | | 10,091 | | | 7,749 |
| | | | | | | | | | |
| Retained earnings | | | 1,009,521 | | | 982,764 | | | 812,496 |
| Accumulated other comprehensive income | | | 26,171 | | | 24,538 | | | 28,055 |
| | | | 1,035,692 | | | 1,007,302 | | | 840,551 |
| | | | 1,145,363 | | | 1,114,429 | | | 941,837 |
| | | | | | | | | | |
| | | | | | | | | | |
Total liabilities and shareholders' equity | | $ | 1,346,029 | | $ | 1,321,192 | | $ | 1,093,556 |
| | | | | | | | | | |
| | | | | | | | | | |
See accompanying notes to interim consolidated financial statements. |
QUARTERLY REPORT–Q1 2011 P. 27
| INTERIM CONSOLIDATED FINANCIAL STATEMENTSS |
Gildan Activewear Inc. |
Interim Consolidated Statements of Earnings and Comprehensive Income |
(in thousands of U.S. dollars, except per share data) |
| | | | | | | | | | | | |
| | | | | | |
| | | | | | | | Three months ended |
| | | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | (unaudited) | | | (unaudited) |
| | | | | | | | | | | | |
Net sales | | | | | | | | $ | 331,280 | | $ | 220,415 |
Cost of sales | | | | | | | | | 249,391 | | | 154,677 |
| | | | | | | | | | | | |
Gross profit | | | | | | | | | 81,889 | | | 65,738 |
| | | | | | | | | | | | |
Selling, general and administrative expenses | | | 41,641 | | | 33,999 |
Restructuring and other charges (note 7) | | | 708 | | | 1,586 |
| | | | | | | | | | | | |
Operating income | | | | | | | | | 39,540 | | | 30,153 |
| | | | | | | | | | | | |
Financial expense, net (note 12) | | | 2,415 | | | 847 |
Non-controlling interest in consolidated joint venture | | | 92 | | | 163 |
| | | | | | | | | | | | |
Earnings before income taxes | | | | | | | | | 37,033 | | | 29,143 |
| | | | | | | | | | | | |
Income taxes | | | 1,163 | | | 1,166 |
| | | | | | | | | | | | |
Net earnings | | | | | | | | | 35,870 | | | 27,977 |
| | | | | | | | | | | | |
Other comprehensive income, net of related income taxes (note 9) | | | 1,633 | | | 1,807 |
| | | | | | | | | | | | |
Comprehensive income | | | | | | | | $ | 37,503 | | $ | 29,784 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic EPS (note 8) | | $ | 0.30 | | $ | 0.23 |
Diluted EPS (note 8) | | $ | 0.29 | | $ | 0.23 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
See accompanying notes to interim consolidated financial statements. |
QUARTERLY REPORT–Q1 2011 P. 28
| INTERIM CONSOLIDATED FINANCIAL STATEMENTSS |
Gildan Activewear Inc.
Interim Consolidated Statements of Shareholders’ Equity
Three months ended January 2, 2011 and January 3, 2010
(in thousands or thousands of U.S. dollars)
| | | | | | | | | Accumulated | | | | | | |
| | | | | | | | | other | | | | | Total |
| Share capital | | Contributed | | comprehensive | Retained | shareholders' |
| Number | | Amount | | surplus | | income | | earnings | | equity |
| | | | | | | | | | | | | | | | |
Balance, October 3, 2010 | 121,352 | | $ | 97,036 | | $ | 10,091 | | $ | 24,538 | | $ | 982,764 | | $ | 1,114,429 |
Stock-based compensation related to | | | | | | | | | | | | | | | | |
stock options and Treasury restricted | | | | | | | | | | | | | | | | |
share units | - | | | - | | | 1,247 | | | - | | | - | | | 1,247 |
Shares issued under employee share | | | | | | | | | | | | | | | | |
purchase plan | 6 | | | 117 | | | - | | | - | | | - | | | 117 |
Shares issued pursuant to exercise of | | | | | | | | | | | | | | | | |
stock options | 152 | | | 1,190 | | | (10) | | | - | | | - | | | 1,180 |
Other comprehensive income (note 9) | - | | | - | | | - | | | 1,633 | | | - | | | 1,633 |
Dividends declared | - | | | - | | | - | | | - | | | (9,113) | | | (9,113) |
Net earnings | - | | | - | | | - | | | - | | | 35,870 | | | 35,870 |
| | | | | | | | | | | | | | | | |
Balance, January 2, 2011 (unaudited) | 121,510 | | $ | 98,343 | | $ | 11,328 | | $ | 26,171 | | $ | 1,009,521 | | $ | 1,145,363 |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance, October 4, 2009 | 120,963 | | $ | 93,042 | | $ | 6,976 | | $ | 26,248 | | $ | 784,519 | | $ | 910,785 |
Stock-based compensation related to | | | | | | | | | | | | | | | | |
stock options and Treasury restricted | | | | | | | | | | | | | | | | |
share units | - | | | - | | | 1,059 | | | - | | | - | | | 1,059 |
Shares issued under employee share | | | | | | | | | | | | | | | | |
purchase plan | 6 | | | 163 | | | - | | | - | | | - | | | 163 |
Shares issued pursuant to exercise of | | | | | | | | | | | | | | | | |
stock options | 7 | | | 46 | | | - | | | - | | | - | | | 46 |
Shares issued pursuant to vesting of | | | | | | | | | | | | | | | | |
Treasury restricted share units | 34 | | | 286 | | | (286) | | | - | | | - | | | - |
Other comprehensive income (note 9) | - | | | - | | | - | | | 1,807 | | | - | | | 1,807 |
Net earnings | - | | | - | | | - | | | - | | | 27,977 | | | 27,977 |
| | | | | | | | | | | | | | | | |
Balance, January 3, 2010 (unaudited) | 121,010 | | $ | 93,537 | | $ | 7,749 | | $ | 28,055 | | $ | 812,496 | | $ | 941,837 |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
See accompanying notes to interim consolidated financial statements. |
QUARTERLY REPORT–Q1 2011 P. 29
| INTERIM CONSOLIDATED FINANCIAL STATEMENTSS |
Gildan Activewear Inc.
Interim Consolidated Statements of Cash Flows
(in thousands of U.S. dollars)
| | | | | | Three months ended |
| | | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | (unaudited) | | | (unaudited) |
Cash flows from (used in) operating activities: | | | | | | | | |
| Net earnings | | | | | | | | $ | 35,870 | | $ | 27,977 |
| Adjustments for non-cash items (note 10 (a)) | | | 18,405 | | | 16,490 |
| | | | | | | | | | 54,275 | | | 44,467 |
| Changes in non-cash working capital balances: | | | | | | |
| Trade accounts receivable | | | 7,076 | | | 82,553 |
| Inventories | | | (31,823) | | | (40,524) |
| Prepaid expenses and deposits | | | 458 | | | (305) |
| Other current assets | | | (491) | | | 616 |
| Accounts payable and accrued liabilities | | | (13,290) | | | 86 |
| Income taxes | | | (1,390) | | | (12,955) |
| | | | | | | | | | 14,815 | | | 73,938 |
Cash flows from (used in) financing activities: | | | | | | |
| Increase in other long-term debt | | | | | | | | | - | | | 43 |
| Repayment of other long-term debt | | | | | | | | | - | | | (1,270) |
| Proceeds from the issuance of shares | | | | | | | | | 1,297 | | | 209 |
| | | | | | | | | | 1,297 | | | (1,018) |
Cash flows from (used in) investing activities: | | | | | | |
| Purchase of property, plant and equipment | | | (38,990) | | | (33,820) |
| Purchase of intangible assets | | | | | | | | | (435) | | | (189) |
| Proceeds on disposal of assets held for sale | | | 167 | | | 3,717 |
| Net increase in other assets | | | (626) | | | (1,073) |
| | | | | | | | | | (39,884) | | | (31,365) |
Effect of exchange rate changes on cash and cash equivalents denominated in | | | | | | |
foreign currencies | | | 255 | | | (203) |
Net (decrease) increase in cash and cash equivalents during the period | | | (23,517) | | | 41,352 |
Cash and cash equivalents, beginning of period | | | 258,442 | | | 99,732 |
Cash and cash equivalents, end of period | | $ | 234,925 | | $ | 141,084 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Supplemental disclosure of cash flow information (note 10) | | | | | | |
| | | | | | | | | | | | | |
See accompanying notes to interim consolidated financial statements. |
QUARTERLY REPORT–Q1 2011 P. 30
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ) |
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(For the period ended January 2, 2011)
(Tabular amounts in thousands or thousands of U.S. dollars except per share data, unless otherwise indicated)
1. BASIS 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 statements. Accordingly, they do not include all of the information and footnotes required by Canadian generally accepted accounting principles for complete financial statements, and should be read in conjunction with the Company’s annual audited consolidated financial statements for the year ended October 3, 2010.
The Company's revenues and income are subject to seasonal variations. Consequently, the results of operations for the first fiscal quarter are traditionally not indicative of the results to be expected for the full fiscal year.
2. SIGNIFICANT ACCOUNTING POLICIES:
The Company applied the same accounting policies in the preparation of the interim consolidated financial statements, as those disclosed in Note 1 of its annual audited consolidated financial statements for the year ended October 3, 2010.
3. CHANGEOVER TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”):
In February 2008, the AcSB confirmed that IFRS, as issued by the International Accounting Standards Board, will replace Canadian generally accepted accounting principles for publicly accountable enterprises effective for fiscal years beginning on or after January 1, 2011. As a result, the Company will be required to change over to IFRS for its fiscal 2012 interim and annual consolidated financial statements with comparative information for fiscal 2011.
In preparation for the changeover to IFRS, the Company has developed an IFRS transition plan. The Company has completed its initial phase, comprised of a diagnostic process, which involved a comparison of the Company’s current accounting policies under Canadian generally accepted accounting principles with currently issued IFRS. The second phase of the transition plan, which involved a detailed impact analysis of the identified differences, is substantially complete, and the final implementation phase is currently underway. As the IFRS transition plan progresses, the Company will continue to report on the status of its transition plan in its Management’s Discussion and Analysis.
4. INVENTORIES:
Inventories were comprised of the following:
| | January 2, 2011 | | October 3, 2010 | | January 3, 2010 |
| | | | | | | | | |
Raw materials and spare parts inventories | | $ | 71,883 | | $ | 54,353 | | $ | 41,860 |
Work in process | | | 42,232 | | | 37,305 | | | 30,304 |
Finished goods | | | 252,359 | | | 240,884 | | | 272,799 |
| | $ | 366,474 | | $ | 332,542 | | $ | 344,963 |
QUARTERLY REPORT–Q1 2011 P. 31
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ) |
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, October 3, 2010 | | | | 1,299 | | $ | 19.57 |
Granted | | | | 69 | | | 28.64 |
Exercised | | | | (152) | | | 7.84 |
Forfeited | | | | (2) | | | 25.34 |
Options outstanding, January 2, 2011 | | | | 1,214 | | $ | 21.54 |
As at January 2, 2011, 423,745 outstanding options were exercisable at the weighted average price of CA$17.06 (January 3, 2010 - 649,836 options at CA$10.16). Based on the Black-Scholes option pricing model, the grant date weighted average fair value of options granted during the three months ended January 2, 2011 was $13.36 (January 3, 2010 - $8.51).
Outstanding Treasury RSUs were as follows:
| | | | | | Weighted average |
| | | | Number | | fair value per unit |
| | | | | | | |
Treasury RSUs outstanding, October 3, 2010 and January 2, 2011 | | | | 748 | | $ | 19.93 |
As at January 2, 2011, none of the awarded and outstanding Treasury RSUs were vested.
The compensation expense included in selling, general and administrative expenses and cost of sales, in respect of the options and Treasury RSUs, for the three months ended January 2, 2011 was $1.2 million (2010 - $1.1 million). The counterpart has been recorded as contributed surplus. When the shares are issued to the employees, the amounts previously credited to contributed surplus are transferred to share capital.
Changes in outstanding non-Treasury RSUs were as follows:
| | | | | | | Number |
| | | | | | | |
Non-Treasury RSUs outstanding, October 3, 2010 | | | | | | | 313 |
Granted | | | | | | | 151 |
Settled | | | | | | | (19) |
Forfeited | | | | | | | (3) |
Non-Treasury RSUs outstanding, January 2, 2011 | | | | | | | 442 |
As of January 2, 2011, the weighted average fair value per non-Treasury RSU was $28.49. No common shares are issued from treasury under such awards and they are, therefore, non-dilutive. As at January 2, 2011, none of the outstanding non-Treasury RSUs were vested.
The compensation expense included in selling, general and administrative expenses and cost of sales, in respect of the non-Treasury RSUs, for the three months ended January 2, 2011 was $1.0 million (2010 - $1.1 million). The counterpart has been recorded in accounts payable and accrued liabilities.
QUARTERLY REPORT–Q1 2011 P. 32
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ) |
6. GUARANTEES:
The Company, and some 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 some of its subsidiaries do not perform their contractual obligations. As at January 2, 2011, the maximum potential liability under these guarantees was $24.2 million (October 3, 2010 - $21.8 million), of which $5.0 million (October 3, 2010 - $5.1 million) was for surety bonds and $19.2 million (October 3, 2010 - $16.7 million) was for corporate guarantees and standby letters of credit. The surety bonds are automatically renewed on an annual basis, and the corporate guarantees and standby letters of credit mature at various dates up to fiscal 2012.
As at January 2, 2011, 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.
7. RESTRUCTURING AND OTHER CHARGES AND ASSETS HELD FOR SALE:
During the first quarter of fiscal 2010, the Company announced plans to consolidate its distribution centres servicing retail customers at a new retail distribution centre in Charleston, South Carolina, which has resulted in the closure of its leased retail distribution facility in Martinsville, Virginia and its retail distribution facilities in Fort Payne, Alabama. Restructuring and other charges related to these closures totalled $0.7 million for the first quarter of fiscal 2011, including $0.1 million of employee termination costs and other exit costs of $0.6 million consisting of inventory transfer costs, carrying and dismantling costs, and lease termination costs. For the first quarter of fiscal 2010, restructuring and other charges totalled $1.6 million, including $1.1 million of accelerated depreciati on and $0.3 million of employee termination costs related to the closures described above. Restructuring and other charges for the first quarter of fiscal 2010 also included $0.4 million relating to carrying and dismantling costs for facility closures that occurred in previous fiscal years offset by a gain of $0.2 million on the disposal of assets held for sale.
Assets held for sale of $11.6 million as at January 2, 2011 (October 3, 2010 - $3.2 million; January 3, 2010 - $3.4 million) include property, plant and equipment primarily relating to closed facilities. The Company expects to incur additional carrying costs relating to the closed facilities, which will be accounted for as restructuring charges as incurred and until all property, plant and equipment related to the closures are disposed. Any gains or losses on the disposal of the assets held for sale relating to closed facilities will also be accounted for as restructuring charges as incurred.
8. EARNINGS PER SHARE:
A reconciliation between basic and diluted earnings per share is as follows:
| | | | Three months ended |
| | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | | | |
Basic earnings per share: | | | | | | | | | | | | |
Basic weighted average number of common shares outstanding | | 121,394 | | 120,977 |
Basic earnings per share | | | | | | | | $ | 0.30 | | $ | 0.23 |
| | | | | | | | | | | | |
Diluted earnings per share: | | | | | | | | | | | | |
Basic weighted average number of common shares outstanding | | 121,394 | | 120,977 |
Plus dilutive impact of stock options and Treasury RSUs | | | 767 | | | 785 |
Diluted weighted average number of common shares outstanding | | 122,161 | | 121,762 |
Diluted earnings per share | | | | | | | | $ | 0.29 | | $ | 0.23 |
QUARTERLY REPORT–Q1 2011 P. 33
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ) |
8. EARNINGS PER SHARE (continued):
Excluded from the above calculation for the three months ended January 2, 2011 are 574,429 (2010 – 926,064) stock options and nil (2010 – 65,500) Treasury RSUs which were deemed to be anti-dilutive.
9. OTHER COMPREHENSIVE INCOME:
Other comprehensive income was comprised of the following:
| | | | | | Three months ended |
| | | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | | | | | |
Net gain on derivatives designated as cash flow hedges | | $ | 990 | | $ | 1,825 |
Income taxes | | | (10) | | | (18) |
| | | | | | | | | | | | | | |
Amounts reclassified from other comprehensive income to net earnings, | | | | | | |
| and included in: | | | | | | |
| | Net sales | | | 70 | | | - |
| | Selling, general and administrative expenses | | | (262) | | | - |
| | Financial expense, net | | 852 | | | - |
| | Income taxes | | | | | | | | | (7) | | | - |
| | | | | | | | | | $ | 1,633 | | $ | 1,807 |
As at January 2, 2011, approximately $0.8 million of net losses presented in accumulated other comprehensive income are expected to be reclassified to net earnings within the next 12 months.
10. SUPPLEMENTAL CASH FLOW DISCLOSURE:
(a) | Adjustments for non-cash items: |
| | | | | | Three months ended |
| | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | | | | |
| Depreciation and amortization (note 11 (a)) | | $ | 17,796 | | $ | 15,950 |
| Variation of depreciation included in inventories (note 11 (a)) | | | (2,109) | | | (2,572) |
| Restructuring charges related to assets held for sale and property, | | | | | | |
| plant and equipment (note 7) | | | - | | | 894 |
| Loss on disposal of property, plant and equipment | | | 507 | | | 585 |
| Stock-based compensation costs | | | 1,247 | | | 1,059 |
| Non-controlling interest | | | 92 | | | 163 |
| Unrealized net loss on foreign exchange and financial derivatives | | | | | | |
| not designated as cash flow hedges | | | 204 | | | 411 |
| Realized gain on financial derivatives included in other comprehensive | | | | | | |
| income, net of amounts reclassified to net earnings | | | 668 | | | - |
| | | | | | | | | $ | 18,405 | | $ | 16,490 |
QUARTERLY REPORT–Q1 2011 P. 34
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ) |
10. SUPPLEMENTAL CASH FLOW DISCLOSURE (continued):
(b) | Cash paid during the period for: |
| | | | | | Three months ended |
| | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | | | | |
| Interest | | | | | | | | $ | 255 | | $ | 56 |
| Income taxes | | | | | | | | | 2,473 | | | 14,191 |
(c) | Non-cash transactions: |
| | | January 2, 2011 | | October 3, 2010 | | January 3, 2010 |
| | | | | | | | | | |
| Balance of non-cash transactions: | | | | | | | | | |
| Additions to property, plant and equipment | | | | | | | | | |
| included in accounts payable and accrued | | | | | | | | | |
| liabilities | | $ | 2,907 | | $ | 2,099 | | $ | 612 |
| Proceeds on disposal of long-lived assets in other | | | | | | | | | |
| assets | | | 289 | | | 427 | | | 653 |
| Proceeds on disposal of long-lived assets in | | | | | | | | | |
| other current assets | | | - | | | - | | | 370 |
| Dividends declared included in dividends payable | | | 9,113 | | | - | | | - |
| | | | | | | | | | |
| Non-cash ascribed value credited to share capital | | | | | | | | | |
| from shares issued pursuant to vesting of | | | | | | | | | |
| Treasury RSUs and exercise of stock options | | $ | 10 | | $ | 2,125 | | $ | 286 |
(d) | Cash and cash equivalents consist of: |
| | | January 2, 2011 | | October 3, 2010 | | January 3, 2010 |
| | | | | | | | | | |
| Cash balances with banks | | $ | 194,925 | | $ | 196,279 | | $ | 141,084 |
| Short-term investments, bearing interest at rates | | | | | | | | |
| between 0.25% and 0.29% | | | 40,000 | | | 62,163 | | | - |
| | | $ | 234,925 | | $ | 258,442 | | $ | 141,084 |
QUARTERLY REPORT–Q1 2011 P. 35
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ) |
11. OTHER INFORMATION:
(a) | Depreciation and amortization (excluding accelerated depreciation, which is included in restructuring and other charges): |
| | | | | Three months ended |
| | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | | | | |
| Depreciation and amortization of property, plant and equipment | | | | | |
| and intangible assets | $ | 17,796 | | $ | 15,950 |
| Adjustment for the variation of depreciation of property, plant and | | | | | |
| equipment included in inventories at the beginning and end of the period | | (2,109) | | | (2,572) |
| Depreciation and amortization included in the interim consolidated | | | | | |
| statements of earnings and comprehensive income | $ | 15,687 | | $ | 13,378 |
| | | | | | | | | | | | | |
| Consists of: | | | | | | | | | | | | |
| Depreciation of property, plant and equipment | $ | 13,777 | | $ | 11,131 |
| Amortization of intangible assets | | 1,907 | | | 2,240 |
| Amortization of deferred financing costs and other | | 3 | | | 7 |
| Depreciation and amortization included in the interim consolidated | | | | | |
| statements of earnings and comprehensive income | $ | 15,687 | | $ | 13,378 |
(b) | The Company recorded bad debt expense of $0.1 million (2010 – $0.1 million) for the three months ended January 2, 2011. Bad debt expense is included in selling, general and administrative expenses. |
(c) | The Company expensed $2.6 million (2010 - $1.8 million) in cost of sales for the three months ended January 2, 2011, representing management’s best estimate of the cost of statutory severance and pre-notice benefit obligations accrued for active employees located in the Caribbean Basin and Central America. |
12. FINANCIAL INSTRUMENTS:
(a) | Financial expense, net: |
| | | | | Three months ended |
| | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | | | | |
| Interest expense (income) | | | | | | | | $ | 138 | | $ | (6) |
| Bank and other financial charges | | | | | | | | | 410 | | | 293 |
| Foreign exchange loss | | | | | | | | | 521 | | | 560 |
| Derivative loss on financial instruments not designated for hedge | | | | | | |
| accounting | | | 1,346 | | | - |
| | | | | | | | | $ | 2,415 | | $ | 847 |
(b) | Derivative instruments: |
The Company has entered into forward foreign exchange contracts in order to reduce the exposure of forecasted cash flows in currencies other than the U.S. dollar. The forward foreign exchange contracts were designated as cash flow hedges and qualified for hedge accounting. As such, the effective portion of unrealized gains and losses related to the fair value of the cash flow hedges are included in other comprehensive income, and are recognized in net earnings in the same period in which the foreign exchange impact of the forecasted cash flow affects net earnings. The forward foreign exchange contracts outstanding as at January 2, 2011 consisted primarily of contracts to sell Euros, Australian dollars, Canadian dollars, and Pounds sterling in exchange for U.S. dollars.
QUARTERLY REPORT–Q1 2011 P. 36
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ) |
12. FINANCIAL INSTRUMENTS (continued): |
(b) | Derivative instruments (continued): |
As at January 2, 2011, the derivatives designated as cash flow hedges were considered to be fully effective with no resulting portions being designated as ineffective.
| | | | | | | Carrying and fair value | | Maturity |
| | | | | Notional U.S. | | Other current | | Accounts payable | | 0 to 6 | | 7 to 12 |
| | | | | equivalent | | assets | | and accrued liabilities | | months | | months |
| | | | | | | | | | | | | | | | | | | |
| January 2, 2011 | | | | | | | | | | | | | | | | |
| Derivative instruments designated as cash flow hedges: | | | | | | | | | | |
| | Forward foreign exchange | | | | | | | | | | | | | | | | |
| | | contracts | | $ | 88,954 | | $ | 19 | | | $ | (1,415) | | $ | (930) | | $ | (466) |
| | | | | | | | | | | | | | | | | | | |
| January 3, 2010 | | | | | | | | | | | | | | | | |
| Derivative instruments designated as cash flow hedges: | | | | | | | | | | |
| | Forward foreign exchange | | | | | | | | | | | | | | | | |
| | | contracts | | $ | 47,769 | | $ | 1,825 | | | $ | - | | $ | 1,185 | | $ | 640 |
13. CONTINGENCIES:
The Company and certain of its senior officers have been named as defendants in a number of proposed class action lawsuits filed in the United States District Court for the Southern District of New York. The U.S. lawsuits have been consolidated, and a consolidated amended complaint was filed alleging claims under the U.S. securities laws (the “U.S Action”). A proposed class action has also been filed in the Ontario Superior Court of Justice (the “Ontario Action”) and a petition for authorization to commence a class action has been filed in the Quebec Superior Court (the “Quebec Action”). Each of these U.S. and Canadian lawsuits seek to represent a class comprised of persons who acquired the Company’s common shares between August 2, 2007 and April 29, 2008 (the “Class Members”) and allege, among other things, that the defendants misrepresented the Company’s financial condition and its financial prospects in its earnings guidance concerning the 2008 fiscal year, which was subsequently revised on April 29, 2008.
On July 1, 2009, the United States District Court for the Southern District of New York granted the motion by the Company and other defendants to dismiss the U.S. Action in its entirety, holding that the consolidated amended complaint failed to adequately allege the essential elements of a claim under the applicable provisions of the U.S. securities laws, including the existence of a material misstatement and fraudulent intent. On July 17, 2009, plaintiffs filed a motion seeking reconsideration of this decision only insofar as it declined to grant plaintiffs an opportunity to file a second amended complaint. On July 31, 2009, the Company and the other defendants filed a response to plaintiffs’ motion seeking reconsideration. On December 4, 2009, the plaintiffs’ motion seeking reconsideration was denied. The plaint iff’s have appealed the decisions on the motion for reconsideration and the motion to dismiss, but no date has been set yet for the appeal.
In addition to pursuing common law claims, the Ontario Action proposes to seek leave from the Ontario Superior Court of Justice to also bring statutory misrepresentation civil liability claims under Ontario’s Securities Act. A motion, along with affidavit evidence, for leave to pursue such statutory liability claims and class certification have been filed by the plaintiff. No date has been set yet for the hearing of that motion. In the Quebec Action, a motion requesting permission to amend the petition was filed on April 6, 2010, to align the allegations in said petition with those pleaded in the Ontario Action. A case management judge has been appointed but no date has been set yet for the case conference.
QUARTERLY REPORT–Q1 2011 P. 37
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ) |
13. CONTINGENCIES (continued):
On August 3, 2010, the Company announced it had entered into an agreement to settle all claims raised in these class action lawsuits, subject to final approval from the courts. In consideration of the dismissal of these lawsuits currently pending and releases from Class Members of the claims against the Company and certain of its senior executives, the settlement agreement provides for a total amount of $22.5 million which has been paid into an escrow account for distribution to Class Members. The settlement is conditional on all three courts’ approval. Hearings to obtain approval of the settlement are scheduled during the second quarter of fiscal 2011. Under the settlement agreement, the Company has no financial obligation as the settlement would be entirely funded by the Company’s insurers, and there fore no provision has been recorded in the unaudited interim Consolidated Financial Statements.
In the event the courts do not approve the settlement, the parties will revert to their litigation positions immediately prior to the execution of the settlement agreement. If such event would occur, the Company would continue to strongly contest the basis upon which these actions are predicated and would vigorously defend its position. Under this scenario, due to the inherent uncertainties of litigation, it would not be possible to predict the final outcome of these lawsuits or determine the amount of any potential losses, if any.
14. 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.
(a) | Net sales by major product group: |
| | | | | | | | | Three months ended |
| | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | | | | |
| Activewear and underwear | | | | | | | | $ | 270,103 | | $ | 152,907 |
| Socks | | | | | | | | | 61,177 | | | 67,508 |
| | | | | | | | | $ | 331,280 | | $ | 220,415 |
(b) | Major customers and revenues by geographic area: |
| (i) The Company has two customers accounting for at least 10% of total net sales: |
| | | | | | | | | Three months ended |
| | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | | | | |
| Company A | | | | | | | | | 19.0% | | | 26.3% |
| Company B | | | | | | | | | 17.5% | | | 20.2% |
| (ii) Net sales were derived from customers located in the following geographic areas: |
| | | | | | | | | Three months ended |
| | | | | | | January 2, 2011 | | January 3, 2010 |
| | | | | | | | | | | | | |
| United States | | | | | | | | $ | 302,772 | | $ | 196,512 |
| Canada | | | | | | | | | 9,180 | | | 6,282 |
| Europe and other | | | | | | | | | 19,328 | | | 17,621 |
| | | | | | | | | $ | 331,280 | | $ | 220,415 |
QUARTERLY REPORT–Q1 2011 P. 38
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ) |
14. SEGMENTED INFORMATION (continued):
(c) | Property, plant and equipment by geographic area are as follows: |
| | | January 2, 2011 | | October 3, 2010 | | January 3, 2010 |
| | | | | | | | | | |
| Honduras | | $ | 256,907 | | $ | 243,033 | | $ | 215,988 |
| Caribbean Basin | | | 118,776 | | | 118,876 | | | 100,936 |
| United States | | | 82,836 | | | 81,555 | | | 81,252 |
| Bangladesh | | | 12,339 | | | 12,124 | | | - |
| Canada | | | 9,738 | | | 10,051 | | | 12,328 |
| Other | | | 13,707 | | | 13,653 | | | 10,019 |
| | | $ | 494,303 | | $ | 479,292 | | $ | 420,523 |
(d) | Intangible assets by geographic area are as follows: |
| | | January 2, 2011 | | October 3, 2010 | | January 3, 2010 |
| | | | | | | | | | |
| United States | | $ | 53,581 | | $ | 54,650 | | $ | 57,808 |
| Canada | | | 5,123 | | | 5,456 | | | 8,012 |
| Honduras | | | 874 | | | 907 | | | 795 |
| Other | | | 271 | | | 308 | | | 427 |
| | | $ | 59,849 | | $ | 61,321 | | $ | 67,042 |
(e) | Goodwill by geographic area is as follows: |
| | | January 2, 2011 | | October 3, 2010 | | January 3, 2010 |
| | | | | | | | | | |
| United States | | $ | 6,709 | | $ | 6,709 | | $ | 6,709 |
| Bangladesh | | | 3,488 | | | 3,488 | | | - |
| | | $ | 10,197 | | $ | 10,197 | | $ | 6,709 |
15. COMPARATIVE FIGURES:
Certain comparative figures have been adjusted to conform to the current year’s presentation including the reclassification of the January 3, 2010 net book value of computer software of $11.1 million, comprised of a cost of $25.6 million and accumulated amortization of $14.5 million from property, plant and equipment to intangible assets.
The Company also reclassified the January 3, 2010 future income tax assets of $8.0 million as an offset against future income tax liabilities.
QUARTERLY REPORT–Q1 2011 P. 39