44 • Gildan 2006 Annual Report |
Consolidated |
Financial Statements |
|
Gildan 2006 Annual Report • 45 |
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MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING |
|
The accompanying consolidated financial statements have been prepared by management and approved by the Board of Directors of the Company. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in Canada and, where appropriate, reflect management's best estimates and judgements. Where alternative accounting methods exist, management has chosen those methods deemed most appropriate in the circumstances. Management is responsible for the accuracy, integrity and objectivity of the consolidated financial statements within reasonable limits of materiality, and for the consistency of financial data included in the text of the Annual Report with that contained in the consolidated financial statements.
To assist management in the discharge of these responsibilities, the Company maintains a system of internal controls over financial reporting as described in "Management's Annual Report of Internal Control Over Financial Reporting" on page 36 of this Annual Report.
The Company's Audit and Finance Committee is appointed by the Board of Directors annually and is comprised exclusively of outside, independent directors. The Audit and Finance Committee meets with management as well as with the independent auditors and internal auditors to satisfy itself that management is properly discharging its financial reporting responsibilities and to review the consolidated financial statements and the independent auditors' report. The Audit and Finance Committee reports its findings to the Board of Directors for consideration in approving the consolidated financial statements for presentation to the shareholders. The Audit and Finance Committee considers, for review by the Board of Directors and approval by the shareholders, the engagement or reappointment of the independent auditors. KPMG LLP have direct access to the Audit and Finance Committee of the Board of Directors.
The consolidated financial statements have been independently audited by KPMG LLP, Chartered Accountants, on behalf of the shareholders, in accordance with Canadian generally accepted auditing standards and, with respect to the consolidated financial statements for the year ended October 1, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Their report outlines the nature of their audit and expresses their opinion on the consolidated financial statements of the Company. In addition, our auditors have issued an attestation report on management's assessment of the Company's internal controls over financial reporting as of October 1, 2006.
(Signed: Glenn J. Chamandy) | (Signed: Laurence G. Sellyn) |
| |
Glenn J. Chamandy | Laurence G. Sellyn |
President and Chief Executive Officer | Executive Vice-President, |
| Chief Financial and Administrative Officer |
December 6, 2006 | |
46 • Gildan 2006 Annual Report |
| |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
To the Shareholders and Board of Directors of Gildan Activewear Inc.
We have audited the accompanying consolidated balance sheets of Gildan Activewear Inc. and subsidiaries as of October 1, 2006 and October 2, 2005 and the related consolidated statements of earnings, retained earnings and cash flows for the years ended October 1, 2006, October 2, 2005 and October 3, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing standards. With respect to the consolidated financial statements for the year ended October 1, 2006, we also conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gildan Activewear Inc. and subsidiaries as of October 1, 2006 and October 2, 2005, and the results of their operations and their cash flows for the years ended October 1, 2006, October 2, 2005 and October 3, 2004, in conformity with Canadian generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Gildan Activewear Inc. and subsidiaries' internal control over financial reporting as of October 1, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated December 6, 2006 expressed an unqualified opinion on management's assessment of, and the effective operation of, internal control over financial reporting.
(Signed: KPMG LLP)
Chartered Accountants
Montreal, Canada
December 6, 2006
|
Gildan 2006 Annual Report • 47 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
To the Shareholders and Board of Directors of Gildan Activewear Inc.
We have audited management's assessment, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting appearing in Gildan Activewear Inc.'s (the "Company") Annual Report for the year ended October 1, 2006, that the Company maintained effective internal control over financial reporting as of October 1, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded the acquisition of Kentucky Derby Hosiery Co., Inc. and subsidiaries ("Kentucky Derby"), which occurred in July 2006, from the scope of their assessment of internal controls over financial reporting. Kentucky Derby is a wholly-owned subsidiary of the Company whose total assets and total sales represented less than 11% of consolidated total assets and less than 4% of consolidated sales, respectively, of the Company as of and for the year ended October 1, 2006. Accordingly, our audit of internal control over financial reporting also excluded an evaluation of the internal control over financial reporting of Kentucky Derby. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and on the effectiveness of the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian and U.S. generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Gildan Activewear Inc. and subsidiaries maintained effective internal control over financial reporting as of October 1, 2006 is fairly stated, in all material respects, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Gildan Activewear Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of October 1, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with Canadian generally accepted auditing standards, the consolidated balance sheets of Gildan Activewear Inc. and subsidiaries as of October 1, 2006 and October 2, 2005, and the related consolidated statements of earnings, retained earnings and cash flows for the years ended October 1, 2006, October 2, 2005 and October 3, 2004. With respect to the consolidated financial statements for the year ended October 1, 2006, we have also conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our report dated December 6, 2006 expressed an unqualified opinion on those consolidated financial statements.
(Signed: KPMG LLP)
Chartered Accountants
Montreal, Canada
December 6, 2006
|
48 • Gildan 2006 Annual Report |
|
CONSOLIDATED BALANCE SHEETS |
|
| October 1, 2006 and October 2, 2005 | | | | |
| (In thousands of US dollars) | | | | |
| | | | | |
| | | | | |
| | | 2006 | | 2005 |
| | | | | |
| Assets | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | $ | 29,007 | $ | 69,802 |
| Accounts receivable | | 165,870 | | 108,646 |
| Inventories | | 200,653 | | 134,861 |
| Prepaid expenses and deposits | | 5,757 | | 4,394 |
| Future income taxes (note 14) | | 5,298 | | 10,135 |
| | | 406,585 | | 327,838 |
| | | | | |
| Fixed assets (note 4) | | 302,677 | | 260,615 |
| Intangible assets (note 5) | | 9,513 | | – |
| Other assets (note 6) | | 4,501 | | 4,036 |
| Assets held for sale (note 16 (b)) | | – | | 5,027 |
| | $ | 723,276 | $ | 597,516 |
| | | | | |
| Liabilities and Shareholders' Equity | | | | |
| Current liabilities: | | | | |
| Bank indebtedness (note 7) | $ | 3,500 | $ | 3,980 |
| Accounts payable and accrued liabilities | | 117,984 | | 86,843 |
| Income taxes payable | | 2,269 | | 2,206 |
| Current portion of long-term debt (note 8) | | 21,820 | | 19,859 |
| | | 145,573 | | 112,888 |
| | | | | |
| Long-term debt (note 8) | | 12,041 | | 27,288 |
| Future income taxes (note 14) | | 29,443 | | 31,386 |
| Non-controlling interest in consolidated joint venture | | 5,654 | | 5,394 |
| | | | | |
| Shareholders' equity (note 9): | | | | |
| Share capital | | 86,584 | | 84,177 |
| Contributed surplus | | 2,365 | | 1,596 |
| Cumulative translation adjustment | | 26,248 | | 26,248 |
| Retained earnings | | 415,368 | | 308,539 |
| | | 530,565 | | 420,560 |
| | | | | |
| Commitments and contingent liabilities (note 12) | | | | |
| | $ | 723,276 | $ | 597,516 |
| | | | | |
| See accompanying notes to consolidated financial statements. | | | | |
| | | | | |
| On behalf of the Board: | | | | |
| | |
| | |
| | |
| (Signed: Glenn J. Chamandy) | (Signed: Pierre Robitaille) |
| Glenn J. Chamandy | Pierre Robitaille |
| Director | Director |
| | |
| | |
|
Gildan 2006 Annual Report • 49 |
|
CONSOLIDATED STATEMENTS OF EARNINGS |
|
Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
(In thousands of US dollars, except per share amounts) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | 2006 | | 2005 | | 2004 |
| | | | | | |
Sales | $ | 773,190 | $ | 653,851 | $ | 533,368 |
Cost of sales | | 521,095 | | 450,570 | | 378,696 |
Gross profit | | 252,095 | | 203,281 | | 154,672 |
| | | | | | |
Selling, general and administrative expenses | | 84,388 | | 73,846 | | 58,284 |
Restructuring and other charges (note 16) | | 20,386 | | 11,776 | | 4,614 |
Earnings before the undernoted items | | 147,321 | | 117,659 | | 91,774 |
| | | | | | |
Depreciation and amortization | | 32,383 | | 25,615 | | 22,275 |
Interest, net | | 3,067 | | 4,615 | | 6,170 |
Non-controlling interest in income of consolidated joint venture | | 260 | | 34 | | – |
| | 35,710 | | 30,264 | | 28,445 |
| | | | | | |
Earnings before income taxes | | 111,611 | | 87,395 | | 63,329 |
Income taxes (note 14) | | 4,782 | | 1,352 | | 3,078 |
| | | | | | |
Net earnings | $ | 106,829 | $ | 86,043 | $ | 60,251 |
| | | | | | |
Earnings per share (note 15): | | | | | | |
Basic | $ | 1.78 | $ | 1.44 | $ | 1.02 |
Diluted | | 1.76 | | 1.43 | | 1.01 |
| | | | | | |
See accompanying notes to consolidated financial statements. | | | | | | |
| | | | | | |
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS |
|
Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
(In thousands of US dollars, except per share amounts) | | | | | | |
| | | | | | |
| | | | | | |
| | 2006 | | 2005 | | 2004 |
| | | | | | |
Retained earnings, beginning of year | $ | 308,539 | $ | 222,496 | $ | 162,245 |
Net earnings | | 106,829 | | 86,043 | | 60,251 |
Retained earnings, end of year | $ | 415,368 | $ | 308,539 | $ | 222,496 |
| | | | | | |
See accompanying notes to consolidated financial statements. | | | | | | |
|
50 • Gildan 2006 Annual Report |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | 2006 | | 2005 | | 2004 |
| | | | | | | |
| Cash flows from (used in) operating activities: | | | | | | |
| Net earnings | $ | 106,829 | $ | 86,043 | $ | 60,251 |
| Adjustments for: | | | | | | |
| Depreciation and amortization | | 32,383 | | 25,615 | | 22,275 |
| Impairment loss (note 16 (a)) | | 15,149 | | – | | – |
| Loss on disposal and writedown of fixed assets | | 1,197 | | 7,373 | | 1,949 |
| Stock-based compensation costs | | 908 | | 1,050 | | 477 |
| Future income taxes | | 1,764 | | 176 | | 2,947 |
| Non-controlling interest | | 260 | | 34 | | – |
| Unrealized foreign exchange loss | | 843 | | 2,552 | | 586 |
| Changes in non-cash working capital balances: | | | | | | |
| Accounts receivable | | (41,058) | | (22,694) | | (20,236) |
| Inventories | | (35,435) | | (17,790) | | (13,112) |
| Prepaid expenses and deposits | | 95 | | (1,082) | | 440 |
| Accounts payable and accrued liabilities | | 11,046 | | 11,979 | | 5,416 |
| Income taxes payable | | 740 | | (6) | | (2,073) |
| | | 94,721 | | 93,250 | | 58,920 |
| | | | | | | |
| Cash flows from (used in) financing activities: | | | | | | |
| Repayment of long-term debt | | (23,866) | | (24,739) | | (19,981) |
| Increase in long-term debt | | 691 | | 12,086 | | 4,125 |
| (Decrease) increase in bank indebtedness | | (17,830) | | 3,980 | | – |
| Repayment of capital leases | | (186) | | (157) | | (1,158) |
| Proceeds from the issuance of shares | | 1,808 | | 5,872 | | 2,664 |
| Contribution by non-controlling interest | | – | | 2,500 | | – |
| | | (39,383) | | (458) | | (14,350) |
| | | | | | | |
| Cash flows from (used in) investing activities: | | | | | | |
| Purchase of fixed assets | | (80,183) | | (86,124) | | (53,684) |
| Acquisition of Kentucky Derby Hosiery Co., Inc. (note 3) | | (19,911) | | – | | – |
| Proceeds from the sale of assets held for sale | | 5,027 | | 4,087 | | – |
| Increase in other assets | | (986) | | (1,811) | | (136) |
| | | (96,053) | | (83,848) | | (53,820) |
| | | | | | | |
| Effect of exchange rate changes on cash and | | | | | | |
| cash equivalents denominated in foreign currencies | | (80) | | 187 | | 581 |
| | | | | | | |
| Net (decrease) increase in cash and cash equivalents during the year | | (40,795) | | 9,131 | | (8,669) |
| | | | | | | |
| Cash and cash equivalents, beginning of year | | 69,802 | | 60,671 | | 69,340 |
| Cash and cash equivalents, end of year | $ | 29,007 | $ | 69,802 | $ | 60,671 |
| | | | | | | |
| Supplemental disclosure of cash flow information (note 17 (c)) | | | | |
| See accompanying notes to consolidated financial statements. | | | | |
|
Gildan 2006 Annual Report • 51 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
Gildan Activewear Inc. (the "Company") is incorporated under the Canada Business Corporations Act. Its principal business activity is the manufacture and sale of activewear, socks and underwear. The Company's fiscal year ends on the first Sunday following September 28. All references to 2006, 2005 and 2004 represent the fiscal years ended October 1, 2006, October 2, 2005 and October 3, 2004, respectively.
1 2005 Accounting Changes
Effective the beginning of the Company's 2005 fiscal year, the Company adopted, on a prospective basis, the recommendations of the Canadian Institute of Chartered Accountants ("CICA") Accounting Guideline 15 – Consolidation of Variable Interest Entities ("AcG-15") ("VIEs"). A VIE is any type of legal structure not controlled by voting equity, but rather by/or through contractual or other financial arrangements. This guideline requires the Company to identify VIEs in which it has an interest, determine whether it is the primary beneficiary of such entities and, if so, to consolidate the VIE. A primary beneficiary is an enterprise that will absorb a majority of the VIE's expected losses, receive a majority of its expected residual return, or both. The Company determined that its joint venture (CanAm Yarns, LLC) ("CanAm") with Frontier Spinning Mills, Inc. met the criteria for being a VIE and that the Company is the primary beneficiary of the entity.
The application of the guideline in fiscal 2005 resulted in an increase to total assets of $7,929, total liabilities of $5,069 and non-controlling interest of $2,860. The Company's net earnings were not affected by this change as the investment in the joint venture was previously accounted for using the proportionate consolidation method.
2 Significant Accounting Policies
The consolidated financial statements are expressed in US dollars and have been prepared in accordance with accounting principles generally accepted in Canada. The principal accounting policies of the Company are summarized as follows:
(a) Basis of presentation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and a joint venture for which the Company is considered the primary beneficiary. All significant intercompany balances and transactions have been eliminated on consolidation.
(b) Cash and cash equivalents
The Company considers all liquid investments with maturities of three months or less when acquired to be cash equivalents.
(c) Inventories
Inventories are stated at the lower of cost and market value. Cost is established based on the first-in, first-out method. Market value is defined as replacement cost for raw materials and net realizable value for work in process and finished goods.
(d) Fixed assets
Fixed assets are recorded at cost. Depreciation is calculated on a straight-line basis at the following annual rates:
| Asset | Rate |
| Buildings and improvements | 2 1/2% to 20% |
| Equipment | 6 2/3% to 25% |
Construction in progress includes expenditures incurred to-date, including deposits for equipment and plant expansions which are still in progress or are not yet in service as at the balance sheet date. Accordingly, depreciation on these assets will commence when the assets are put into service.
(e) Intangible assets
Intangible assets, which represent customer contracts and customer relationships included in the acquisition of Kentucky Derby Hosiery Co., Inc. are being amortized on a straight-line basis over a period of fifteen years.
|
52 • Gildan 2006 Annual Report |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
2 Significant Accounting Policies (Continued)
(f) Impairment of long-lived assets
Long-lived assets, consisting of fixed assets and intangible assets with finite lives, are reviewed for potential impairment whenever events and changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. An impairment loss would be recognized when the estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of the impairment loss recognized is measured as the amount by which the carrying value for an asset exceeds the fair value of the asset, with fair value being determined based upon discounted cash flows or appraised values, depending on the nature of the asset.
(g) Deferred charges
The costs of obtaining long-term financing are deferred and amortized using the interest method over the term of the related debt. Plant start-up costs are deferred and amortized on a straight-line basis over two years. The amortization of these charges is included in "Depreciation and amortization".
(h) Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Financial results as determined by actual events could differ from those estimates.
Significant areas requiring the use of management estimates and assumptions include the key assumptions used in determining the allowance for doubtful accounts, future income tax assets and liabilities, stock-based compensation costs, estimating the fair value of identifiable tangible and intangible assets in a business combination and the useful life and recoverability of fixed assets and intangible assets.
(i) Foreign currency translation
Monetary assets and liabilities of the Canadian and foreign operations denominated in currencies other than US dollars are translated at the rates of exchange at the balance sheet date. Other balance sheet items, denominated in currencies other than US dollars, are translated at the rates prevailing at the respective transaction dates. Income and expenses, denominated in currencies other than US dollars, are translated at average rates prevailing during the year. Gains or losses on foreign exchange are recorded in the consolidated statements of earnings.
The foreign subsidiaries are considered to be integrated foreign operations, and their accounts have been translated using the temporal method with translation gains and losses included in the consolidated statements of earnings.
(j) Revenue recognition
Sales are recognized upon shipment of products to customers, since title passes upon shipment. At the time of sale, estimates are made for customer price discounts and rebates based upon existing programs. Accruals required for new programs, which relate to prior sales, are recorded at the time the new program is introduced. Sales are recorded net of these program costs and a provision for estimated sales returns, which is based on historical experience and other known factors, and exclude sales taxes.
(k) Cotton and yarn procurements
The Company contracts to buy cotton and yarn with future delivery dates at fixed prices in order to reduce the effects of fluctuations in the prices of cotton used in the manufacture of its products. These contracts are not used for trading purposes. The Company commits to fixed prices on a percentage of its cotton and yarn requirements up to eighteen months in the future. If market prices for cotton and yarn fall significantly below the committed future purchase prices, the Company estimates the costs of cotton and yarn that are not recoverable in future sales of finished goods, and records a charge to earnings.
|
Gildan 2006 Annual Report • 53 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
2 Significant Accounting Policies (Continued)
(l) Financial instruments and hedging relationships
The Company may periodically use derivative financial instruments, such as forward foreign exchange contracts, to manage risks related to fluctuations in exchange rates. Derivative financial instruments are not used for trading purposes. Forward foreign exchange contracts are entered into with maturities not exceeding twenty-four months.
When the Company utilizes derivatives in hedge accounting relationships, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives to specific assets and liabilities on the balance sheet or to specific firm commitments or anticipated transactions. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are effective in offsetting cash flows of hedged items. When hedging instruments become ineffective before their maturity or the hedging relationship is terminated, deferred gains or losses on such instruments continue to be deferred and charged to earnings in the same period as for the corresponding gains or losses for the hedged items; gains and losses realized subsequently as a result of marking-to-market are charged directly to earnings. If the hedged item ceases to exist due to its maturity, expiry, cancellation or exercise before the hedging instrument expires, deferred gains or losses are charged in earnings. Any derivative instrument that does not qualify for hedge accounting is marked-to-market at each reporting date and the gains or losses are included in earnings.
As at October 1, 2006, all outstanding forward foreign exchange contracts were reported on a mark-to-market basis, and the gains or losses were included in earnings. The Company elected not to follow hedge accounting for these derivatives.
(m) Income taxes
The Company utilizes the asset and liability method for accounting for income taxes which requires the establishment of future tax assets and liabilities, measured at substantively enacted tax rates, for all temporary differences caused when the tax bases of assets and liabilities differ from those reported in the financial statements. Future income tax assets are evaluated and if realization is not considered to be more likely than not, a valuation allowance is provided.
(n) Stock-based compensation and other stock-based payments
Effective the commencement of its 2004 fiscal year, the Company follows the fair value-based method to account for all transactions whereby services are received in exchange for stock-based compensation and other stock-based payments. Under the fair value-based method, compensation cost is measured at the fair value at the date of grant and is expensed over the award's vesting period.
In fiscal 2006, the Company changed its accounting policy to estimate forfeitures of stock options and restricted share units when determining stock-based compensation. In prior years, the Company accounted for forfeitures as they occurred. This change in accounting policy had no significant impact on the financial position of the Company or on the results of its operations.
For employee share purchase plans, the Company's contribution, on the employee's behalf, is recognized as a compensation expense with an offset to share capital, and consideration paid by employees on purchase of stock is also recorded as an increase to share capital.
(o) Employee future benefits
The Company offers group defined contribution plans to eligible employees whereby the Company matches employees' contributions up to a fixed percentage of the employee's salary. Contributions by the Company to trustee-managed investment portfolios or employee associations are expensed as incurred.
(p) Earnings per share
Basic earnings per share are computed by dividing net earnings by the weighted average number of common shares outstanding for the year. Diluted earnings per share are computed in the same manner, except the weighted average number of common shares outstanding for the period is increased to include additional shares from the assumed exercise of options, if dilutive, and the issuance of restricted share units. The number of additional shares is calculated by assuming that outstanding options are exercised, and that the proceeds from such exercises, as well as the amount of unrecognized stock-based compensation are used to repurchase common shares at the average share price for the period.
|
54 • Gildan 2006 Annual Report |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
2 Significant Accounting Policies (Continued)
(q) Environmental expenditures
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which are not expected to contribute to current or future operations are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are likely, and when the costs, based on a specific plan of action in terms of the technology to be used and the extent of the corrective action required, can be reasonably estimated.
(r) Guarantees
In the normal course of business, the Company enters into various agreements that may contain guarantees. A liability is recorded when the Company considers probable that a payment relating to the guarantee has to be made to the other party.
(s) Business acquisitions
The Company accounts for business acquisitions using the purchase method. Accordingly, the purchase price of a business acquisition is allocated to its identifiable net assets including identifiable intangible assets, on the basis of estimated fair values as at the date of purchase, with any excess being assigned to goodwill. When the amounts assigned to identifiable net assets exceed the cost of the purchase, resulting in negative goodwill, the excess is applied, to the extent possible, to certain noncurrent assets, with the balance recorded as an extraordinary gain.
3 Business Acquisition
Effective July 6, 2006, the Company acquired 100% of the common shares of Kentucky Derby Hosiery Co., Inc. ("Kentucky Derby"), a U.S. hosiery manufacturer with corporate headquarters in Hopkinsville, Kentucky. The total purchase price of $20,371, including transaction costs, was paid in cash, except for $460 which was settled through the issuance of common shares of the Company. The acquisition is intended to enhance and accelerate the Company's strategy to enter the North American mass-market retail channel as a supplier of athletic socks, underwear and activewear.
The Company accounted for this acquisition using the purchase method and the results of Kentucky Derby have been consolidated with those of the Company from the date of acquisition.
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:
Assets acquired | | |
Accounts receivable | $ | 15,081 |
Income taxes receivable | | 775 |
Inventory | | 30,357 |
Prepaid expenses | | 1,458 |
Fixed assets | | 6,993 |
Customer contracts and customer relationships | | 9,866 |
| | 64,530 |
Liabilities assumed | | |
Bank indebtedness | | 17,350 |
Accounts payable and accrued liabilities | | 16,734 |
Long-term debt | | 10,075 |
| | 44,159 |
| | |
Net assets acquired | $ | 20,371 |
| | |
Consideration | | |
Cash | $ | 19,000 |
10,000 common shares | | 460 |
Transaction costs | | 911 |
| $ | 20,371 |
|
Gildan 2006 Annual Report • 55 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
3 Business Acquisition (Continued)
Immediately following the acquisition, the Company repaid the entire amount of bank indebtedness and $3,987 of long-term debt.
The value of the shares issued as consideration for the business acquisition was $46.00 per share, which was determined using the Company's average closing share price on the New York Stock Exchange over a reasonable period before and after the date the terms of the business consideration were agreed to and announced.
Included in the purchase price allocation is an accrual of $1,500 for estimated costs, which includes severance and other employee related costs, for the restructuring and integration of the operations of Kentucky Derby. The restructuring and integration process is expected to be completed during the next fiscal year. As at October 1, 2006, the entire amount is included in "Accounts payable and accrued liabilities".
4 Fixed Assets
| | | | | | 2006 |
| | Accumulated | Net book |
| Cost | depreciation | value |
| | | |
Land | $ | 21,669 | $ | – | $ | 21,669 |
Buildings and improvements | | 109,949 | | 19,442 | | 90,507 |
Equipment | | 268,420 | | 107,530 | | 160,890 |
Construction in progress | | 29,611 | | – | | 29,611 |
| $ | 429,649 | $ | 126,972 | $ | 302,677 |
| | | | | | |
| | | | | | 2005 |
| | | Accumulated | | Net book |
| | Cost | depreciation | | value |
| | | | | | |
Land | $ | 19,032 | $ | – | $ | 19,032 |
Buildings and improvements | | 95,207 | | 10,691 | | 84,516 |
Equipment | | 227,046 | | 73,619 | | 153,427 |
Construction in progress | | 3,640 | | – | | 3,640 |
| $ | 344,925 | $ | 84,310 | $ | 260,615 |
For fiscal 2006, accumulated depreciation includes an asset impairment loss of $15,149, described in note 16 (a).
5 Intangible Assets
| | 2006 | | 2005 |
| | | | |
Customer contracts and customer relationships (note 3) | $ | 9,866 | $ | – |
Less accumulated amortization | | (353) | | – |
| $ | 9,513 | $ | – |
| | | | |
| | | | |
6 Other Assets | | | | |
| | 2006 | | 2005 |
| | | | |
Deferred charges, net of accumulated amortization of $6,544 (2005 – $5,716) | $ | 2,333 | $ | 1,482 |
Long-term receivable | | 758 | | 1,133 |
Deposits | | 581 | | 662 |
Prepaid equipment rental | | 441 | | 446 |
Other | | 388 | | 313 |
| $ | 4,501 | $ | 4,036 |
|
56 • Gildan 2006 Annual Report |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
7 Bank Indebtedness
The Company's joint venture, CanAm, has a revolving line of credit in the amount of $4,000. As at October 1, 2006, the joint venture had utilized $3,500 (2005 – $3,980) of its line of credit. The borrowings are due on demand and bear interest at 30-day LIBOR plus 2.25% (7.58% at October 1, 2006; 6.13% at October 2, 2005). The line of credit is secured by a first ranking security interest on the assets of the joint venture.
8 Long-Term Debt
| | 2006 | | 2005 |
| | | | |
Secured | | | | |
Senior notes (a) | $ | 17,500 | $ | 35,000 |
Term loan, repayable in monthly instalments, bearing interest at 30-day LIBOR plus | | | | |
2.75% (8.07% at October 1, 2006; 6.63% at October 2, 2005), | | | | |
maturing in September 2012; secured by assets (b) | | 9,657 | | 10,658 |
Term loan, repayable in monthly instalments, bearing interest at a fixed rate of 6%, | | | | |
maturing in December 2008; secured by equipment (b) | | 734 | | 1,041 |
Municipal bonds, repayable in annual instalments, bearing interest at variable rates | | | | |
(3.85% at October 1, 2006), maturing in January 2010; secured | | | | |
by building and equipment (c) | | 2,860 | | – |
Notes payable to bank due in monthly instalments, bearing interest at fixed rates | | | | |
ranging from 4.39% to 5.38%, maturing from December 2006 to June 2009; | | | | |
secured by equipment (c) | | 2,128 | | – |
Note payable to bank due in monthly instalments, bearing interest at a fixed | | | | |
rate of 4.84%, maturing in October 2009; secured by equipment (c) | | 647 | | – |
Note payable to bank due in monthly instalments, bearing interest | | | | |
at NY Prime plus 0.25% (8.50% at October 1, 2006), | | | | |
maturing in July 2011; secured by a building (c) | | 195 | | – |
Obligations under capital leases, bearing interest at 3.83% | | – | | 186 |
| | 33,721 | | 46,885 |
Current portion of secured debt | | 21,712 | | 19,737 |
| $ | 12,009 | $ | 27,148 |
| | | | |
Unsecured | | | | |
Term loans, bearing interest at rates up to 5% per annum, | | | | |
maturing at various dates through 2008 | $ | 140 | $ | 262 |
| | | | |
Current portion of unsecured debt | | 108 | | 122 |
| $ | 32 | $ | 140 |
Total secured and unsecured long-term debt | $ | 12,041 | $ | 27,288 |
(a) The notes bear interest at 9.51% on $13,750 and 9.88% on $3,750, and are secured by tangible and intangible property of the Company. The combined effective interest rate on the senior notes for fiscal 2006 and 2005 was 9.59%. The notes mature in June 2007.
(b) These term loans have been entered into by CanAm, the Company's joint venture with Frontier Spinning Mills, Inc.
The fixed assets of CanAm serve as collateral for the long-term borrowings of CanAm. In addition, the Company has provided a guarantee of $3,500 on the term debt and revolving credit facility with the bank. Other creditors of CanAm do not have any recourse to the general credit of the Company.
(c) As a result of the acquisition of Kentucky Derby, described in note 3, the Company assumed the obligations entered into by Kentucky Derby.
|
Gildan 2006 Annual Report • 57 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
8 Long-Term Debt (Continued)
The Company has a revolving term credit facility for a maximum of $200,000 which matures in July 2009. The facility is secured by a first ranking moveable hypothec and security interest on the majority of the Company's accounts receivable, inventories, intangible assets, equipment and tangible moveable assets. There were no amounts drawn under this facility at October 1, 2006 or October 2, 2005.
Under various financing arrangements with its bankers and other long-term lenders, the Company is required to meet certain covenants. The Company was in compliance with all of these covenants as at October 1, 2006 and October 2, 2005.
Principal payments due on long-term debt are as follows:
Fiscal year | | |
| | |
2007 | $ | 21,820 |
2008 | | 3,581 |
2009 | | 2,901 |
2010 | | 2,408 |
2011 | | 1,664 |
Thereafter | | 1,487 |
| $ | 33,861 |
9 Shareholders' Equity
Changes in share capital were as follows:
| | | 2006 | | | 2005 |
| | | Book | | | Book |
| Shares | | value | Shares | | value |
| | | | | | |
Authorized without limit as to number and without par value: | | | | | | |
First preferred shares, issuable in series, non-voting | | | | | | |
Second preferred shares, issuable in series, non-voting | | | | | | |
Common shares | | | | | | |
Issued and outstanding: | | | | | | |
Common shares: | | | | | | |
Total outstanding, beginning of year | 59,954,530 | $ | 84,177 | – | $ | – |
Conversion of Class A shares | | | | | | |
into common shares (a) | – | | – | 59,397,412 | | 78,170 |
Shares issued pursuant to business acquisition (note 3) | 10,000 | | 460 | – | | – |
Shares issued under employee share purchase plan | 8,321 | | 360 | 9,916 | | 200 |
Shares issued pursuant to exercise of stock options | 140,983 | | 1,587 | 547,202 | | 5,807 |
Total outstanding, end of year | 60,113,834 | | 86,584 | 59,954,530 | | 84,177 |
Class A subordinate voting shares: | | | | | | |
Total outstanding, beginning of year | – | | – | 59,397,412 | | 78,170 |
Conversion of Class A shares into | | | | | | |
common shares (a) | – | | – | (59,397,412) | | (78,170) |
Total outstanding, end of year | – | | – | – | | – |
| 60,113,834 | $ | 86,584 | 59,954,530 | $ | 84,177 |
The amounts credited to share capital from the exercise of stock options include a cash consideration of $1,448 (2005 – $5,672) as well as an ascribed value from contributed surplus of $139 (2005 – $135).
|
58 • Gildan 2006 Annual Report |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
9 Shareholders' Equity (Continued)
(a) The Articles of the Company were amended by Certificate of Amendment dated February 2, 2005 to create an unlimited number of a new class of common shares, convert each of the issued and outstanding Class A subordinate voting shares into one of the common shares created and cancel the Class A subordinate voting shares as well as the rights, privileges, restrictions and conditions attached thereto.
(b) On December 1, 2005, the Board of Directors approved the renewal of the stock repurchase program authorizing the Company to purchase up to a maximum of 1,000,000 of the Company's common shares in the open market commencing December 22, 2005 and ending December 21, 2006. As at October 1, 2006, no shares had been repurchased under this plan.
(c) On December 1, 2004, the Board of Directors adopted a shareholder rights plan, which became effective that same day. At the annual and special meeting of the shareholders on February 2, 2005, the shareholders approved a resolution confirming the ratification of the shareholder rights plan. The objectives of the shareholder rights plan are to provide the Board of Directors and the shareholders with additional time to assess any unsolicited take-over bid for the Company and, where appropriate, pursue other alternatives for maximizing shareholder value.
(d) Changes in contributed surplus were as follows:
| | | |
| Balance, October 3, 2004 | $ | 681 |
| Stock-based compensation related to stock options and restricted share units | | 1,050 |
| Ascribed value credited to share capital from exercise of stock options | | (135) |
| Balance, October 2, 2005 | | 1,596 |
| Stock-based compensation related to stock options and restricted share units | | 908 |
| Ascribed value credited to share capital from exercise of stock options | | (139) |
| Balance, October 1, 2006 | $ | 2,365 |
(e) Cumulative translation adjustment:
At the commencement of fiscal 2004, the Company adopted the US dollar as its functional and reporting currency. The change in the functional currency for the prior periods resulted in a currency translation adjustment of $26,248 which is reflected in the cumulative translation adjustment.
10 Stock-Based Compensation
(a) Employee share purchase plans:
The Company has employee share purchase plans which allow eligible employees to authorize payroll deductions of up to 10% of their salary to purchase, from treasury, common shares of the Company at a price of 90% of the then current stock price as defined in the plans. Employees purchasing shares under the plans must hold the shares for a minimum of one year. The Company has reserved 1,400,000 common shares for issuance under the plans. As at October 1, 2006, a total of 61,077 (2005 – 52,756) shares were issued under these plans.
(b) Stock options and restricted share units:
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 and dilutive restricted share units ("Treasury RSUs") to officers and other key employees of the Company and its subsidiaries. On February 2, 2006, the shareholders of the Company approved an amendment to the LTIP to fix at 3,000,158 the number of common shares that are issuable pursuant to the exercise of stock options and the vesting of Treasury RSUs. As at October 1, 2006, 2,062,187 common shares remained authorized for future issuance under this plan.
The exercise price payable for each common share covered by a stock option is determined by the Board of Directors at the date of the grant, but may not be less than the closing price of the common shares of the Company on the trading day immediately preceding the effective date of the grant. Stock options vest equally over a two to four-year period from the date of grant, and expire no more than ten years after the date of the grant.
|
Gildan 2006 Annual Report • 59 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
10 Stock-Based Compensation (Continued)
Changes in outstanding stock options were as follows:
| | | | | Weighted average |
| | | | | Number | exercise price |
| | | | | | (in Canadian dollars) |
| | | | | | | |
Options outstanding, October 3, 2004 | | | | | 1,142,646 | $ | 12.88 |
Exercised | | | | | (547,202) | | 12.78 |
Forfeited | | | | | (26,666) | | 20.45 |
Options outstanding, October 2, 2005 | | | | | 568,778 | | 12.62 |
Exercised | | | | | (140,983) | | 12.38 |
Options outstanding, October 1, 2006 | | | | | 427,795 | $ | 12.70 |
The following table summarizes information about stock options outstanding and exercisable at October 1, 2006:
| | | Options outstanding | Options exercisable |
| | | | Weighted | | | |
| | Weighted | average | | Weighted |
Range of | | | average | remaining | | | average |
exercise | | | exercise | contractual | | | exercise |
prices | Number | | price | life (yrs) | Number | | price |
(in Canadian dollars) | (in Canadian dollars) | | | (in Canadian dollars) |
| | | | | | | |
| | | | | | | |
$ 2.57 – 4.88 | 49,056 | $ | 3.78 | 2.17 | 49,056 | $ | 3.78 |
$ 9.85 – 10.79 | 50,830 | | 10.46 | 5.12 | 50,830 | | 10.46 |
$ 12.13 – 13.75 | 208,856 | | 12.68 | 4.07 | 208,856 | | 12.68 |
$ 17.00 – 20.45 | 119,053 | | 17.35 | 4.54 | 109,500 | | 17.29 |
| 427,795 | $ | 12.70 | | 418,242 | $ | 12.58 |
A Treasury RSU represents the right of an individual to receive one common share on the vesting date without any monetary consideration being paid to the Company. With the exception of a special, one-time award, which vests at the end of an eight-year period, all other Treasury RSUs awarded to-date vest at the end of a five-year vesting period. The Treasury RSUs are subject to vesting conditions, with 50% of each award vesting at the end of their vesting period on the basis of time and the remaining 50% of each award vesting based on the achievement of specified Company performance objectives. Compensation expense relating to the Treasury RSUs is recognized in the financial statements over the vesting period based on the fair value of the Treasury RSUs on the date of the grant and estimates relating to forfeitures and the probability of performance objectives being met. The fair value of the Treasury RSUs granted is equal to the market price of the common shares of the Company at the time of grant.
Changes in outstanding Treasury RSUs were as follows: | | Weighted average |
| | | fair value |
| Number | | per unit |
| | (in Canadian dollars) |
| | | |
| | | |
RSUs outstanding, October 3, 2004 | 224,000 | $ | 19.65 |
Granted | 162,000 | | 27.83 |
Forfeited | (30,000) | | 18.33 |
RSUs outstanding, October 2, 2005 | 356,000 | | 23.48 |
Granted | 120,500 | | 45.72 |
Forfeited | (60,000) | | 25.55 |
RSUs outstanding, October 1, 2006 | 416,500 | $ | 29.62 |
|
60 • Gildan 2006 Annual Report |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
10 Stock-Based Compensation (Continued)
As of October 1, 2006, none of the awarded and outstanding Treasury RSUs were vested. The compensation expense recorded for fiscal 2006, in respect of the LTIP, was $908 (2005 – $919). The counterpart has been recorded as contributed surplus. When the shares are issued to the employees, the amounts previously credited to contributed surplus are credited to share capital.
11 Deferred Share Unit Plan
The Company has a deferred share unit plan for independent members of the Company's Board of Directors who must receive 50% of their annual retainers in the form of deferred share units ("DSUs"). The value of these DSUs is the market price of the Company's common shares at the time of payment of the retainers or fees. DSUs granted under the plan will be redeemable and the value thereof payable in cash only after the director ceases to act as a director of the Company. As at October 1, 2006, there were 1,991 (2005 – 2,666) DSUs outstanding at a value of $96 (2005 – $102). This amount is included in "Accounts payable and accrued liabilities". The DSU obligation will continue to be adjusted each quarter based on the market value of the Company's common shares. The Company includes the cost of the DSU plan in "Selling, general and administrative expenses".
Changes in outstanding DSUs were as follows:
| |
DSUs outstanding, October 3, 2004 | – |
Granted | 2,666 |
DSUs outstanding, October 2, 2005 | 2,666 |
Granted | 1,497 |
Settled | (2,172) |
DSUs outstanding, October 1, 2006 | 1,991 |
12 Commitments and Contingent Liabilities
(a) The minimum annual lease payments under operating leases for premises, equipment and aircraft are approximately as follows:
Fiscal year | | |
| | |
2007 | $ | 9,980 |
2008 | | 5,175 |
2009 | | 4,180 |
2010 | | 3,439 |
2011 | | 2,959 |
Thereafter | | 8,996 |
| $ | 34,729 |
(b) As at October 1, 2006, there were contractual obligations outstanding of approximately $46,882 for the acquisition of fixed assets (2005 – $16,971).
(c) The Company is a party to claims and litigation arising in the normal course of operations. The Company does not expect the resolution of these matters to have a materially adverse effect on the financial position or results of operations of the Company.
(d) In November 2002, one of the Company's Mexican subsidiaries ("Gildan Mexico") received a tax assessment from a regional taxation office relating to duties for the 2000 fiscal year for approximately $6,000. The substance of the assessment was that the Mexican tax authorities adopted the position that Canadian-made textiles shipped to Gildan Mexico for sewing processing had not subsequently been exported from Mexico. Gildan Mexico appealed the assessment and was successful in obtaining a judgement in its favour. Notwithstanding the judgement, the regional Mexican taxation office issued a new assessment in March 2005, and increased the assessed amount to approximately $7,100, primarily comprising interest and late payment penalties. Shortly after receiving the second assessment, Gildan Mexico again filed an appeal. In July 2006, Gildan Mexico received notification that its appeal of the second assessment for fiscal 2000 was unsuccessful. The Company has received legal opinions that the tax assessment is without merit under Mexican law governing re-export from maquiladora operations.
|
Gildan 2006 Annual Report • 61 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
12 Commitments and Contingent Liabilities (Continued)
Additionally, Gildan Mexico, a maquiladora operation, has provided documentation to establish that the textiles imported into Mexico for sewing were subsequently exported to the United States and Canada. The Company is pursuing all available avenues to resolve this matter in its favour. At the present time, the Mexican authorities are not attempting to enforce payment of this tax assessment. The Company expects to be successful in its efforts to clarify and resolve this matter and, accordingly, no provision has been made in the accounts for this potential liability.
13 Guarantees
As at October 1, 2006, significant guarantees that have been provided to third parties are the following:
The Company, and some of its subsidiaries, have granted irrevocable standby letters of credit and surety bonds, issued by highly rated financial institutions, to third parties to indemnify them in the event the Company does not perform its contractual obligations. As at October 1, 2006, the maximum potential liability under these guarantees was $43,100, of which $5,700 was for surety bonds and $37,400 was for corporate guarantees and standby letters of credit. The standby letters of credit mature at various dates during fiscal 2007, the surety bonds are automatically renewed on an annual basis and the corporate guarantees mature at various dates up to fiscal 2010.
As at October 1, 2006, 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 believes 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.
14 Income Taxes
The income tax provision differs from the amount computed by applying the combined Canadian federal and provincial tax rates to earnings before income taxes. The reasons for the difference and the related tax effects are as follows:
| | 2006 | | 2005 | | 2004 |
| | | | | | |
Combined basic Canadian federal and provincial income taxes | $ | 35,459 | $ | 27,075 | $ | 20,012 |
Increase (decrease) in income taxes resulting from: | | | | | | |
Effect of different tax rates on earnings of foreign subsidiaries | | (33,664) | | (29,016) | | (19,935) |
Effect of non-deductible expenses and other | | 2,987 | | 3,293 | | 3,001 |
| $ | 4,782 | $ | 1,352 | $ | 3,078 |
For fiscal 2005, the effect of different tax rates on earnings of foreign subsidiaries was greater than the amount computed by applying the combined Canadian tax rates to consolidated earnings before income taxes. This occurred due to a combination of losses incurred in the Canadian parent company that generated a recovery of income taxes at statutory Canadian rates, and earnings in the Company's subsidiaries that generated income tax expense at relatively low tax rates.
The components of income tax expense are as follows:
| | 2006 | | 2005 | | 2004 |
| | | | | | |
Current income taxes | $ | 3,018 | $ | 1,176 | $ | 131 |
Future income taxes | | 1,764 | | 176 | | 2,947 |
| $ | 4,782 | $ | 1,352 | $ | 3,078 |
The Company has not recognized a future income tax liability for the undistributed earnings of its subsidiaries in the current or prior years because the Company currently does not expect to sell those investments, and for those undistributed earnings that would become taxable, there is no intention to repatriate the earnings.
|
62 • Gildan 2006 Annual Report |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
14 Income Taxes (Continued)
Future income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future income tax assets will be realized.
Significant components of the Company's future tax position are as follows:
| | 2006 | | 2005 |
| | | | |
Future income tax assets (liabilities): | | | | |
Non-capital losses and research and development expenses | $ | 5,495 | $ | 6,735 |
Reserves and accruals | | 5,561 | | 2,200 |
Other | | 949 | | 1,200 |
| | 12,005 | | 10,135 |
Less valuation allowance | | (4,624) | | – |
| | 7,381 | | 10,135 |
Fixed assets and other | | (31,526) | | (31,386) |
Net future income tax liability | $ | (24,145) | $ | (21,251) |
Presented as: | | | | |
Current assets | $ | 5,298 | $ | 10,135 |
Long-term liabilities | | (29,443) | | (31,386) |
| $ | (24,145) | $ | (21,251) |
The Company has unused tax losses expiring in 2026 and deductible temporary differences in the amount of $16,661 arising from the acquisition of Kentucky Derby. The Company recorded a valuation allowance due to the uncertainty of realizing the benefits of these items.
15 Earnings Per Share
A reconciliation between basic and diluted earnings per share is as follows:
| | 2006 | | 2005 | | 2004 |
| | | | | | |
Basic earnings per share: | | | | | | |
Basic weighted average number of common shares outstanding | | 60,051,683 | | 59,690,966 | | 59,181,610 |
Basic earnings per share | $ | 1.78 | $ | 1.44 | $ | 1.02 |
Diluted earnings per share: | | | | | | |
Basic weighted average number of common shares outstanding | | 60,051,683 | | 59,690,966 | | 59,181,610 |
Plus impact of stock options and Treasury RSUs | | 574,201 | | 443,910 | | 489,568 |
Diluted weighted average number of common shares outstanding | | 60,625,884 | | 60,134,876 | | 59,671,178 |
Diluted earnings per share | $ | 1.76 | $ | 1.43 | $ | 1.01 |
All stock options and Treasury RSUs outstanding for fiscal 2006 and fiscal 2005 were dilutive.
Excluded from the above calculation for fiscal 2004 are 64,000 stock options ranging in price from CA$18.25 to CA$20.44 which were deemed to be anti-dilutive because the exercise prices were greater than the average market price of the common shares.
|
Gildan 2006 Annual Report • 63 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
16 Restructuring and Other Charges
The following table summarizes the components of restructuring and other charges:
| | 2006 | | 2005 | | 2004 |
| | | | | | |
Canadian textile manufacturing restructuring (a) | $ | 18,930 | $ | – | $ | – |
Restructuring of yarn-spinning facilities (b) | | – | | 10,726 | | – |
Charge to comply with employment contract (c) | | 1,456 | | 1,050 | | 4,614 |
| $ | 20,386 | $ | 11,776 | $ | 4,614 |
(a) In September 2006, the Company announced a restructuring of its Canadian manufacturing operations to take effect in December 2006, involving the closure of its textile manufacturing facility in Valleyfield, Quebec and the downsizing of its Montreal, Quebec knitting facility. The Company has recorded a charge of $18,930 relating to this restructuring and the concurrent re-assessment of the recoverability of the carrying values of its remaining Canadian textile manufacturing and related assets. Under the Company's business model, there are essentially no tax recoveries with respect to this charge. The components of this charge include employee severance of $2,141 with respect to the Valleyfield and Montreal textiles facilities, an asset impairment loss of $15,149 relating to all of the Canadian textile and related manufacturing fixed assets, and other costs of $1,640. The Company was required to recognize asset impairment charges to reduce the carrying value of the fixed assets to fair value because the carrying value of the assets exceeded the future cash flows which they were projected to generate during the balance of their estimated economic lives. As at October 1, 2006, all amounts accrued for severance and other costs remained unpaid and are included in "Accounts payable and accrued liabilities".
(b) During fiscal 2005, the Company closed its two Canadian yarn-spinning facilities, and relocated a major portion of its yarn-spinning equipment to a North Carolina spinning facility operated by CanAm. The Company recorded a charge of $10,726 before tax ($7,008 after tax) during fiscal 2005 for the costs associated with this closure. The components of the charge included a writedown to fair value of the fixed assets not transferred to CanAm of $6,783, employee severance of $3,688, and other costs of $255. The fixed assets not transferred to CanAm were classified as held for sale at their estimated fair values.
Proceeds from assets held for sale of $4,087 and $5,027 were received, respectively in fiscal 2005 and in fiscal 2006. Severance costs were paid in full in fiscal 2005.
(c) During fiscal 2004, the Company expensed $4,614 ($3,184 after tax) representing management's best estimate of the cost of financial obligations pursuant to an employment contract with the former Chairman and Co-Chief Executive Officer of the Company. The employment contract includes variable components related to the Company's financial and operating performance to fiscal 2009. Most of the payments under this contract are payable in Canadian dollars. Movements in the accrual were as follows:
| | | |
| Balance, October 3, 2004 | $ | 2,225 |
| Adjustments related to variable components of contractual obligations | | 1,050 |
| Foreign exchange adjustment | | 153 |
| Payments | | (646) |
| Balance, October 2, 2005 | | 2,782 |
| Adjustments related to variable components of contractual obligations | | 1,456 |
| Foreign exchange adjustment | | 114 |
| Payments | | (1,064) |
| Balance, October 1, 2006 | $ | 3,288 |
|
64 • Gildan 2006 Annual Report |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
17 Other information
(a) The following items were included in the determination of the Company's net earnings:
| | 2006 | | 2005 | | 2004 |
| | | | | | |
Depreciation expense of fixed assets | $ | 31,006 | $ | 24,677 | $ | 21,511 |
Interest expense on long-term debt | | 4,253 | | 4,805 | | 6,226 |
Interest expense on short-term indebtedness | | 280 | | 56 | | – |
Foreign exchange gain (loss) | | 1,578 | | (1,113) | | 47 |
Defined contribution plan expense | | 1,035 | | 688 | | 442 |
Amortization expense of deferred start-up costs | | 770 | | 502 | | 377 |
Amortization of intangible assets | | 353 | | – | | – |
Amortization of deferred financing costs | | 254 | | 436 | | 387 |
Investment income | | 1,466 | | 450 | | 248 |
Research and development tax credits | | 1,290 | | 761 | | 360 |
(b) An amount of approximately $1,035 (2005 – $1,173; 2004 – $500) is included as compensation costs in "Selling, general and administrative expenses" for fiscal 2006 in respect of the employee share purchase plans, RSUs, DSUs and certain stock options.
(c) Supplemental cash flow disclosure:
| | 2006 | | 2005 | | 2004 |
| | | | | | |
Cash paid during the year for: | | | | | | |
Interest | $ | 4,771 | $ | 4,516 | $ | 6,404 |
Income taxes | | 2,031 | | 1,557 | | 1,812 |
Non-cash transactions: | | | | | | |
Additions to fixed assets included in accounts payable and accrued liabilities | | 2,979 | | 740 | | 3,473 |
Issuance of shares on acquisition of Kentucky Derby | | 460 | | – | | – |
| | | | | | |
Cash and cash equivalents consist of: | | | | | | |
Cash balances with banks | $ | 27,810 | $ | 38,802 | $ | 33,571 |
Short-term investments, bearing interest at 4.90% (2005 – 3.67%; 2004 – 1.72%) | | 1,197 | | 31,000 | | 27,100 |
| $ | 29,007 | $ | 69,802 | $ | 60,671 |
18 Related Party Transactions
The Company has transactions with Frontier Spinning Mills, Inc., which manages the operations of CanAm. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. The following is a summary of the related party transactions and balances owed:
| | 2006 | | 2005 | | 2004 |
| | | | | | |
Transactions: | | | | | | |
Yarn purchases | $ | 100,432 | $106,820 | $ | 94,910 |
Management fee expense | | 750 | | 562 | | – |
Balances outstanding: | | | | | | |
Accounts payable | $ | 18,877 | $ | 15,631 | | |
During fiscal 2005, Frontier Spinning Mills, Inc. contributed $2,500 in cash to CanAm.
|
Gildan 2006 Annual Report • 65 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
19 Financial Instruments
(a) Foreign currency risk management:
A portion of the Company's sales and operating expenses are denominated in currencies other than US dollars. The Company uses the revenue stream in these non-US dollar currencies as a partial, natural hedge against purchases of fixed assets and expenses denominated in these non-US dollar currencies. From time to time, the Company also uses forward foreign exchange contracts to hedge its foreign exchange exposure on cash flows related to sales and operating expenses.
The following table summarizes the Company's commitments to buy and sell foreign currencies as at October 1, 2006 and October 2, 2005:
| | | | Notional |
| Notional | Exchange | | US dollar |
| amount | rate | Maturity | equivalent |
| | | | |
2006: | | | | |
Buy contracts: | | | | |
Foreign exchange contracts | € 9,756 | 1.2056 to 1.2696 | Oct. 2006 – June 2007 | $ 11,934 |
| CA$ 6,250 | 0.8961 | Oct. 2006 | 5,600 |
| | | | |
2005: | | | | |
Buy contracts: | | | | |
Foreign exchange contracts | CA$ 21,400 | 0.7997 to 0.8216 | Oct. 2005 – Aug. 2006 | $ 17,348 |
| € 2,150 | 1.2039 | Oct. 2005 | 2,588 |
| | | | |
Sell contracts: | | | | |
Foreign exchange contracts | € 9,276 | 1.3450 to 1.3721 | Oct. 2005 – Sept. 2006 | $ 12,620 |
| £ 4,490 | 1.8707 to 1.8909 | Oct. 2005 – Sept. 2006 | 8,439 |
| CA$ 2,800 | 0.8610 | Oct. 2005 | 2,410 |
A forward foreign exchange contract represents an obligation to buy or sell a foreign currency with a counterparty. Credit risk exists in the event of failure by a counterparty to meet its obligations. The Company reduces this risk by dealing only with highly rated counterparties, normally major European and North American financial institutions.
(b) Credit risk:
The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables.
The Company invests available cash in short-term deposits with major North American and European financial institutions.
The Company's extension of credit involves judgement and is based on an evaluation of each customer's financial condition and payment history. The Company regularly monitors its credit risk exposure to its customers and takes steps to mitigate the risk of loss. As at October 1, 2006, the Company's top 10 customers accounted for 57.0% (2005 – 60.1%) of the trade receivable balance, of which one customer represented 18.1% (2005 – 20.5%). The remaining trade receivable balances are dispersed among a large number of debtors across many geographic areas including the United States, Canada, Europe and Australasia.
An allowance for doubtful accounts is maintained for credit losses consistent with the credit risk, historical trends, general economic conditions and other information.
(c) Fair value disclosure:
Fair value estimates are made as of a specific point in time, using available information about the financial instrument. These estimates are subjective in nature and often cannot be determined with precision.
|
66 • Gildan 2006 Annual Report |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
| Years ended October 1, 2006, October 2, 2005 and October 3, 2004 | | | | | | |
| (In thousands of US dollars) | | | | | | |
19 Financial Instruments (Continued)
The Company has determined that the carrying values of its short-term financial assets and liabilities approximate their respective fair values as at the balance sheet dates because of the short-term maturity of those instruments.
The fair value of long-term debt is $34,479 (2005 – $49,532) compared to a carrying value of $33,861 (2005 – $47,147) as at October 1, 2006. The fair value of the forward foreign exchange contracts is $502 (2005 – $2,953) as at October 1, 2006. The method of calculating fair values for the financial instruments is described below.
The fair value of the Company's long-term debt bearing interest at fixed rates was calculated using the present value of future payments of principal and interest discounted at the current market rates of interest available to the Company for the same or similar debt instruments with the same remaining maturities. For long-term debt bearing interest at variable rates, the fair value is considered to approximate the carrying value. The fair value of the forward foreign exchange contracts was determined using quoted market values.
(d) Interest rate risk:
The Company's exposure to interest rate fluctuations is with respect to debt which bears interest at floating rates.
20 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) Sales by major product group:
| | | 2006 | | 2005 | 2004 |
| | | | | | |
| Activewear and underwear | $ | 743,215 | $ | 653,851 | $ 533,368 |
| Socks | | 29,975 | | – | – |
| | $ | 773,190 | $ | 653,851 | $ 533,368 |
| | | | | | |
(b) Major customers and revenues by geographic areas:
(i) The Company has one customer accounting for greater than 10% of total sales. This customer accounted for 28.2% of total sales (2005 – 28.2%; 2004 – 25.0%).
(ii) Sales were derived from customers located in the following geographic areas: |
| | | | | | |
| | | 2006 | | 2005 | 2004 |
| | | | | | |
| United States | $ | 680,048 | $ | 567,084 | $ 452,060 |
| Canada | | 50,440 | | 46,009 | 44,827 |
| Europe and other | | 42,702 | | 40,758 | 36,481 |
| | $ | 773,190 | $ | 653,851 | $ 533,368 |
| | | | | | |
(c) Fixed assets by geographic areas are as follows: |
| | | | | | |
| | | | | 2006 | 2005 |
| | | | | | |
| Caribbean Basin and Central America | | | $ | 200,170 | $ 141,029 |
| United States | | | | 68,591 | 67,260 |
| Canada | | | | 31,407 | 47,711 |
| Mexico | | | | 2,509 | 4,615 |
| | | | $ | 302,677 | $ 260,615 |
21 Comparative figures
Certain comparative figures have been reclassified in order to conform with the current year's presentation.