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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Quarterly Period Ended April 7, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 1-10857
THE WARNACO GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4032739
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
90 Park Avenue
New York, New York 10016
(Address of registrant's principal executive offices)
(212) 661-1300
(Registrant's telephone number, including area code)
Copies of all communications to:
The Warnaco Group, Inc.
90 Park Avenue
New York, New York 10016
Attention: Vice President and General Counsel
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
The number of shares outstanding of the registrant's Class A Common Stock as of
May 18, 2001 is as follows: 52,873,637.
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
THE WARNACO GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
April 7, December 30,
2001 2000
---------- ----------
(Unaudited)
ASSETS
Current assets:
Cash $ 55,452 $ $11,076
Accounts receivable less reserves of $83,294 and $95,669, respectively 280,062 127,941
Inventories 502,424 483,111
Other current assets 28,561 33,150
Deferred income taxes 7,384 7,632
---------- ----------
Total current assets 873,883 662,910
Property, plant and equipment (net of accumulated depreciation
of $207,699 and $193,238, respectively) 316,276 329,175
---------- ----------
Other assets:
Other assets - net 365,424 358,898
Excess of cost over net assets acquired - net 848,192 855,150
Deferred income tax 136,929 136,929
---------- ----------
Total other assets 1,350,545 1,350,977
---------- ----------
$2,540,704 $2,343,062
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $1,816,745 $1,493,301
Short-term debt 87 182
Accounts payable 383,324 413,786
Accrued liabilities 64,443 87,221
Accrued interest 80,476 85,656
Accrued income tax payable 11,466 16,470
---------- ----------
Total current liabilities 2,356,541 2,096,616
---------- ----------
Long-term debt -- --
---------- ----------
Other long-term liabilities 45,637 65,955
---------- ----------
Company-Obligated Mandatorily Redeemable Convertible Preferred
Securities ($120,000 - par value) of Designer Finance Trust Holding
Solely Convertible Debentures 103,512 103,387
---------- ----------
Stockholders' equity:
Common stock: $.01 par value 654 654
Additional paid-in capital 912,983 912,983
Accumulated other comprehensive loss (14,372) (33,750)
Deficit (545,104) (482,602)
Treasury stock, at cost (313,840) (313,840)
Unearned stock compensation (5,307) (6,341)
---------- ----------
Total stockholders' equity 35,014 77,104
---------- ----------
$2,540,704 $2,343,062
========== ==========
This Statement should be read in conjunction with the accompanying
Notes to Consolidated Condensed Financial Statements.
- 2 -
THE WARNACO GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
Three Months Ended
-----------------------
April 7, April 1,
2001 2000
Restated
---------- ----------
(Unaudited)
Net revenues $ 499,219 607,138
Cost of goods sold 352,825 421,721
--------- --------
Gross profit 146,394 185,417
Selling, general and administrative expenses 139,070 150,998
--------- --------
Operating income 7,324 34,419
Investment (income) loss 2,964 (42,782)
Interest expense 63,940 33,852
--------- --------
Income (loss) before provision for income taxes and cumulative
effect of change in accounting principle (59,580) 43,349
Income tax provision 2,922 16,256
--------- --------
Income (loss) before cumulative effect of change in
accounting principle $ (62,502) $ 27,093
Cumulative effect of change in accounting principle net of
income tax benefits of $8,577 -- (13,110)
--------- --------
Net income (loss) $ (62,502) $ 13,983
========= ========
Basic earnings (loss) per common share:
Income (loss) before accounting change $ (1.18) $ 0.51
Cumulative effect of accounting change, net of taxes -- (0.25)
--------- --------
Net income (loss) $ (1.18) $ 0.26
========= ========
Diluted earnings per common share
Income (loss) before accounting change $ (1.18) $ 0.51
Cumulative effect of accounting change, net of taxes -- (0.25)
--------- --------
Net income (loss) $ (1.18) $ 0.26
========= ========
Cash dividends declared per share of common stock $ -- $ 0.09
========= ========
Shares used in computing earnings (loss) per share:
Basic 52,874 52,787
========= ========
Diluted 52,874 53,425
========= ========
This Statement should be read in conjunction with the accompanying
Notes to Consolidated Condensed Financial Statements.
- 3 -
THE WARNACO GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Three Months Ended
-----------------------
April 7, April 1,
2001 2000
Restated
--------- ---------
(Unaudited)
Cash flow used in operating activities:
Net income (loss) $ (62,502) $ 13,983
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Cumulative effect of change in accounting, net of taxes -- 13,110
Pre-tax gain on sale of investment -- (42,782)
Depreciation and amortization 24,051 25,101
Market value adjustments to equity agreements 2,964 --
Amortization of unearned stock compensation 1,034 1,368
Deferred income taxes -- 13,503
Change in operating assets and liabilities:
Accounts receivable (152,121) (27,096)
Inventories (19,313) (5,297)
Prepaid expenses and other assets 5,569 (1,081)
Accounts payable, accrued expenses and other liabilities (60,017) (54,745)
Accrued income taxes (5,004) 483
--------- --------
Net cash used in operating activities (265,339) (63,453)
--------- --------
Cash flow from (used in) investing activities
Disposals of fixed assets 1,987 367
Purchase of property, plant & equipment (13,050) (34,850)
Proceeds from sale of marketable securities -- 50,357
Increase in intangible and other assets (1,085) (2,965)
--------- --------
Net cash from (used in) investing activities (12,148) 12,909
--------- --------
Cash flow from financing activities:
Net borrowing under credit facilities 326,102 24,748
Proceeds from termination of interest rate swaps -- 26,076
Repayments of debt (5,662) (3,913)
Cash dividends paid -- (4,791)
Other (171) (174)
--------- --------
Net cash from financing activities 320,269 41,946
--------- --------
Effect on cash due to currency translation 1,594 1,293
--------- --------
Increase (decrease) in cash 44,376 (7,305)
Cash at beginning of period 11,076 9,328
--------- --------
Cash at end of period $ 55,452 $ 2,023
========= ========
This Statement should be read in conjunction with the accompanying
Notes to Consolidated Condensed Financial Statements.
- 4 -
THE WARNACO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, excluding share data)
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles and
Securities and Exchange Commission rules and regulations for interim financial
information. Accordingly, they do not contain all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Company, the accompanying
consolidated condensed financial statements contain all adjustments (all of
which were of a normal recurring nature) necessary to present fairly the
financial position of the Company as of April 7, 2001 as well as its results of
operations and cash flows for the periods ended April 7, 2001 and April 1, 2000.
Operating results for interim periods may not be indicative of results for the
full fiscal year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended December 30, 2000.
The consolidated statement of operations includes for fiscal 2001, 14
weeks compared to 13 weeks in fiscal 2000.
Restatement and Reclassifications: The Company's April 1, 2000 quarterly
results of operations have been restated with respect to the effects of the
change in accounting principle related to the Company's valuation of its retail
outlet store inventory, as well as other adjustments principally related to
purchase accounting, amortization of deferred financing costs and depreciation
expense.
Impact of New Accounting Standards: In September 2000, the FASB issued SFAS
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities--a replacement of FASB Statement No. 125". SFAS
No. 140 revised criteria for accounting for securitizations, other
financial-asset transfers and collateral and introduces new disclosures, but
otherwise carries forward most of the provisions of SFAS No. 125, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities" without amendments. The Company adopted the disclosure requirements
of SFAS No. 140 on December 30, 2000, as required. All other provisions of SFAS
No. 140 will be adopted after April 7, 2001, as required by the standard. The
adoption of this statement in the first quarter of 2001 would not have a
material impact on the Company's consolidated financial position, liquidity,
cashflows and results of operations.
The Company recorded a cumulative effect adjustment through Accumulated
Other Comprehensive loss of $21,744.
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities". In June 1999, the FASB issued
SFAS 137 "Deferral of the effective date of FASB Statement No. 133" delaying the
effective date of SFAS 133 until fiscal years beginning after June 15, 2000. The
adoption of this standard did not have a material effect on the
Company's liquisity cash flows and results of operations.
Long-term debt: As discussed in Notes 1 and 13 to the consolidated
financial statements included in the Company's Form 10-K for the fiscal year
ended December 30, 2000, the Company was not in compliance with certain
covenants of its long-term debt agreements for which waivers have been received
now through June 15, 2001. As the waivers do not extend past April 7, 2002, the
Company has classified $1,804,097 of long-term debt as current maturities in the
accompanying condensed consolidated balance sheet as of April 7, 2001.
- 5 -
THE WARNACO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, excluding share data)
(Unaudited)
Note 2 - Equity
As of April 7, 2001 and December 30, 2000, Class A common stock outstanding
was 52,873,637 shares, net of 12,063,672 shares held in treasury. The Company
may repurchase an additional 10.3 million shares under the existing stock
repurchase program authorized by the Board of Directors.
In connection with the Company's stock repurchase program, the Company
entered into Equity Forward Purchase Agreements (the "Equity Agreements") with
two banks that mature on August 12, 2002. The Equity Agreements are required to
be settled by the Company on a net cash settlement basis at maturity. If these
Equity Agreements were settled on a net cash settlement basis at April 7, 2001,
the Company would be required to pay $17,664 based on the closing price of the
Company's stock compared to the $4.50 per share settlement price. For the
quarter ended April 7, 2001, the Company has recorded $2,964 in investment
expense to account for the change in value in the Equity Agreements between
December 30, 2000 and April 7, 2001.
Note 3 - Special Charges
The details of costs incurred and reserves remaining for costs incurred
in connection with the year-end fiscal 2000 special charges are summarized
below:
Facility
Inventory shutdown Employee
write-downs and and contract termination Legal and
other asset termination and severance Retail outlet other related
write-offs costs costs store closings costs Total
--------------- --------------- --------------- --------------- --------------- -------------
Provisions $ 154,851 $ 53,261 $ 25,772 $ 20,037 $ 15,705 $ 269,626
Cash Reductions -- (41,456) (19,117) (75) (10,909) (71,557)
Non-cash reductions (125,350) -- -- (15,251) (976) (141,577)
--------- -------- -------- -------- -------- ---------
Balance as of Dec.
30, 2000 29,501 11,805 6,655 4,711 3,820 56,492
Cash Reductions -- (2,318) (2,033) (458) (2,832) (7,641)
Non-cash reductions (18,138) (48) -- (1,754) -- (19,940)
--------- -------- -------- -------- -------- ---------
Balance as of April
7, 2001 $ 11,363 $ 9,439 $ 4,622 $ 2,499 $ 988 $ 28,911
--------- -------- -------- -------- -------- ---------
--------- -------- -------- -------- -------- ---------
Note 4 - Financial Instruments
In the first quarter of fiscal 2000, the Company received cash proceeds of
$26,076 from the termination of certain interest rate swaps. Three of these
swaps had converted variable rate borrowings of $610,000 to a fixed rate of
5.99% through September 2004 while a fourth swap had converted variable rate
borrowings of $75,000 to a fixed rate of 6.66% through September 2003. The
$26,076 gain from the termination of these swaps is being recognized in interest
income over the remaining life of the swaps.
The Company entered into five new interest rate swaps during the first
quarter of fiscal 2000 which convert variable rate borrowings of $637,000 to an
average fixed rate of 6.65% for periods ranging from nine to twelve months, all
of which matured in the first quarter of 2001. In the first quarter of 2001, the
Company did not enter into any new interest rate swaps.
As of April 7, 2001, the Company had outstanding interest rate swaps with a
notional value of $6.5 million.
Note 5 - Inventory
For the Three Months Ended
---------------------------
April 7, December 30,
2001 2000
---------- -----------
Finished goods $365,024 $370,507
Work in process 80,394 60,832
Raw materials 57,006 51,772
-------- --------
$502,424 $483,111
======== ========
Note 6 - Summarized Financial Information - Designer Holdings Ltd.
The following is summarized unaudited financial information of the
Company's wholly-owned subsidiary, Designer Holdings Ltd, as of April 7, 2001
and December 30, 2000 and for the three months ended April 7, 2001 and April 1,
2000, respectively, which is presented as required by reason of the
- 6 -
THE WARNACO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, excluding share data)
(Unaudited)
public preferred securities issued by Designer Holdings.
The information below is not indicative of the future operating results.
Balance sheet summary:
April 7, December 30,
2001 2000
---------- -----------
Current assets $121,264 $113,266
Noncurrent assets 485,734 509,737
Current liabilities 36,193 32,878
Noncurrent liabilities 23,953 24,607
Redeemable preferred securities 103,512 103,387
Stockholders' equity 443,340 462,131
Income statement summary: Three months ended
----------------------
April 7, April 1,
2001 (a) 2000 (a)
--------- ----------
Net revenues $ 80,326 $ 118,791
Cost of goods sold 59,898 82,989
Net income (loss) (18,791)(b) 8,379
(a) Excludes Retail Store Division's net revenues of $11,340 and $20,230
for the three months of fiscal 2001 and 2000 respectively. As a result
of the continuing integration of Designer Holdings into the operations
of the Company, cost of goods sold and net income associated with these
net revenues cannot be separately identified.
(b) Net income (loss) includes a charge of $16,954 of general corporate
expenses.
Note 7 - Supplemental Cash Flow Information
Three months ended
--------------------
April 7, April 1,
2001 2000
--------- ---------
Cash paid for:
Interest, including $-0- and $365 capitalized in the first
quarter of fiscal 2001 and 2000, respectively $57,983 $34,723
Income taxes, net of refunds received 5,222 2,374
- 7 -
THE WARNACO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, excluding share data)
(Unaudited)
Note 8 - Earnings (loss) per Share
Three Months Ended
----------------------
April 7, April 1,
2001 2000
Restated
--------- ---------
Numerator for basic and diluted earnings (loss) per share:
Income (loss) before cumulative effect of change in
accounting (62,502) $27,093
Cumulative effect of change in accounting -- 13,110
-------- -------
Net income (loss) (62,502) 13,983
======== =======
Denominator for basic earnings (loss) per share -- weighted
average shares 52,874 52,787
-------- -------
Effect of dilutive securities:
Employee stock options 42 14
Restricted stock shares 261 430
Shares under Equity Agreements -- 194
-------- -------
Dilutive potential common shares 303(a) 638
-------- -------
Denominator for diluted earnings (loss) per share -
weighted average adjusted shares 52,874 53,425
======== =======
Basic earnings (loss) per share before cumulative
effect of change in accounting $ (1.18) $ 0.51
======== =======
Diluted earnings (loss) per share before cumulative
effect of change in accounting $ (1.18) $ 0.51
======== =======
(a) The effect of dilutive securities was not included in the computation
of diluted earnings (loss) per share for the quarter ended April 7,
2001 because the effect would have been anti-dilutive.
Options to purchase shares of common stock that were outstanding during the
three-month periods of fiscal 2001 and 2000 but were not included in the
computation of diluted earnings per share because the option exercise price was
greater than the average market price of the common shares are shown below.
April 7, April 1,
2001 2000
------------ -------------
Number of shares under option 15,699,796 14,123,556
Range of exercise prices $2.88-$42.88 $13.13-$42.88
Incremental shares issuable on the assumed conversion of the preferred
securities (1,653,177 shares) were not included in the computation of diluted
earnings per share for any of the periods presented as the impact would have
been antidilutive.
Note 9 - Business Segments
The Company operates in three segments: Sportswear and Accessories,
Intimate Apparel, and Retail stores.
The Sportswear and Accessories segment designs, manufactures, imports and
markets moderate to premium priced men's, women's, junior's and children's
sportswear and jeanswear, men's accessories and men's, women's, junior's and
children's active apparel under the Chaps by Ralph Lauren'r', Calvin Klein'r',
Catalina'r', A.B.S. by Allen Schwartz'r', Speedo'r', Oscar de la Renta'r', Anne
Cole'r', Cole of
- 8 -
THE WARNACO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, excluding share data)
(Unaudited)
California'r', Sandcastle'r', Sunset Beach'r', Ralph'r', Lauren'r', Polo Sport
Ralph Lauren'r', Polo Sport-RLX'r' and White Stag'r' brand names.
The Intimate Apparel segment designs, manufactures and markets moderate to
premium priced intimate apparel for women under the Warner's'r', Olga'r', Calvin
Klein'r', Lejaby'r', Van Raalte'r', Fruit of the Loom'r', Weight Watchers'r' and
Bodyslimmers'r' brand names, and men's underwear under the Calvin Klein'r' brand
name.
The Retail Store segment which is comprised of both outlet as well as
full-price retail stores, principally sells the Company's products to the
general public through 126 stores under the Speedo'r' Authentic Fitness'r' name
as well as 93 Company outlet stores for the disposition of excess and irregular
inventory. The Company does not manufacture or source products exclusively for
the outlet stores.
Information by business segment is set forth below:
Sportswear
and Intimate Retail
Accessories Apparel Stores Total
----------- ---------- --------- ----------
Three months ended April 7, 2001:
Net revenues $291,516 $166,062 $41,641 $499,219
Adjusted EBITDA 43,523 14,643 (1,614) 56,552
Depreciation and Amortization 3,351 5,046 1,654 10,051
Adjusted EBIT 40,172 9,597 (3,268) 46,501
Three months ended April 1, 2000: (Restated)
Net revenues $359,299 $199,774 $48,065 $607,138
Adjusted EBITDA 68,488 28,389 (8,984) 87,893
Depreciation and Amortization 5,690 5,551 775 12,016
Adjusted EBIT 62,798 22,838 (9,759) 75,877
A reconciliation of total segment Adjusted EBIT to total consolidated income
(loss) before taxes and cumulative effect of a change in accounting principle
for the three months ended April 7, 2001 and April 1, 2000, respectively, is
as follows:
- 9 -
THE WARNACO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, excluding share data)
(Unaudited)
Three Months Ended
----------------------
April 7, April 1,
2001 2000
Restated
--------- --------
Total adjusted EBIT for reportable segments $ 46,501 $ 75,877
General corporate expenses not allocated 24,143 26,308
Depreciation of Corporate assets and amortization 15,034 15,150
Investment (income) loss 2,964 (42,782)
Interest expense 63,940 33,852
--------- --------
Income (loss) before provision for income taxes and cumulative
effect of change in accounting $(59,580) $ 43,349
========= ========
Note 10 - Comprehensive (Loss)
Three Months Ended
----------------------
April 7, April 1,
2001 2000
Restated
--------- --------
Net Income (loss) $(62,502) $ 13,983
--------- --------
Other comprehensive loss:
Foreign currency translation adjustments 796 1,293
Change in unfunded minimum pension liability (1,530) --
Transition adjustment for FAS 133 adoption 20,328 --
Change in fair value of cash flow hedge, interest rate swaps (202) --
Unrealized loss on marketable securities (14) (64,635)
Income tax benefit -- 25,563
--------- ---------
Total other comprehensive income loss 19,378 (37,779)
--------- ---------
Comprehensive loss $(43,124) $(23,796)
========= =========
The components of accumulated other comprehensive loss as of April 7, 2001 and
December 30, 2000 are as follows:
- 10 -
THE WARNACO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, excluding share data)
(Unaudited)
April 7, December 30,
2001 2000
---------- -----------
Unfunded minimum pension liability $(16,178) $(14,648)
Transition adjustment for FAS 133 adoption 20,328 --
Change in fair value of cash flow hedge, interest rate swaps (202) --
Foreign currency translation adjustments (17,911) (18,707)
Unrealized holding losses, net (409) (395)
-------- --------
Total accumulated other comprehensive loss $(14,372) $(33,750)
========= ========
Note 11 - Legal Proceedings
On May 30, 2000, Calvin Klein, Inc. ('CKI') and the Calvin Klein Trademark
Trust filed a complaint in the U.S. District Court in the Southern District of
New York (Calvin Klein Trademark Trust, et al. v. The Warnaco Group, Inc., et
al, No. 00 CIV. 4052 (JSR) (S.D.N.Y.)) against The Warnaco Group, Inc., various
other Warnaco entities, and Wachner (the 'Warnaco Defendants') alleging, inter
alia, claims for breach of contract and trademark violations. The complaint
sought, inter alia, termination of certain licensing agreements and trademark
rights, injunctive relief and damages.
On June 26, 2000, the Warnaco Defendants filed an answer and certain
Warnaco Defendants filed counterclaims (amended on July 31, 2000) against Calvin
Klein, Inc. for, inter alia, breach of the jeanswear and men's accessories
licenses and breach of fiduciary duty, and against CKI and Calvin Klein
personally for tortious interference with business relations, defamation and
trade libel. Warnaco sought, inter alia, damages, injunctive and declaratory
relief. Thereafter, certain of the plaintiff's claims and one of the Warnaco
Defendant's counterclaims were dismissed.
On January 16, 2001, CKI filed a Complaint in the Supreme Court of the
State of New York (County of New York) (the 'State Action') against CKJ
Holdings, Inc. and Calvin Klein Jeanswear Company (collectively the
'Defendants') seeking a declaration that CKI was entitled to terminate the
Jeanswear License Agreement dated August 4, 1994, as amended (the 'Jeanswear
License'), claiming that the Defendants' breached certain financial covenants in
the Jeanswear License because the Company's consolidated debt to consolidated
net worth ratio allegedly exceeded five to one as of the quarter ending
September 30, 2000.
On January 22, 2001, the parties entered into a confidential settlement
agreement whereby they agreed, inter alia, to the dismissal of all claims and
counterclaims asserted in both actions with prejudice and without the payment of
any sum of money by any party to any other party. The parties further agreed to
work together for their mutual benefit under their license and other agreements
as modified by the terms of the settlement agreement. The Company believes that
the settlement agreement will not materially affect the manner in which it
conducts its business pursuant to its existing license and other agreements with
CKI and the Calvin Klein Trademark Trust.
On September 14, 2000, Speedo International Limited ('SIL') filed a
complaint in the U.S. District Court for the Southern District of New York,
styled Speedo International Limited v. Authentic Fitness Corp., et al., No. 00
Civ. 6931 (DAB), against The Warnaco Group, Inc. and various other Warnaco
- 11 -
THE WARNACO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, excluding share data)
(Unaudited)
entities (the 'Warnaco defendants') alleging claims, inter alia, for breach of
contract and trademark violations. The complaint seeks, inter alia, termination
of certain licensing agreements, injunctive relief and damages.
On November 8, 2000, the Warnaco defendants filed an answer and
counterclaims against SIL seeking, inter alia, a declaration that the Warnaco
defendants have not engaged in trademark violations and are not in breach of the
licensing agreements, and that the licensing agreements in issue may not be
terminated.
The Company believes the claims of SIL to be without merit and intends to
vigorously defend and pursue its counterclaims.
Between August 22, 2000 and October 26, 2000, seven putative class action
complaints were filed in the U.S. District Court for the Southern District of
New York against the Company and certain of its officers and directors. On
November 17, 2000, the Court consolidated the complaints into a single action,
styled In re The Warnaco Group, Inc. Securities Litigation, No. 00-Civ-6266
(LMM), and appointed Lead Plaintiffs and approved Lead Counsel for the putative
class. A consolidated amended complaint has been filed. The amended complaint,
on behalf of a putative class of shareholders of the Company who purchased
Company stock between September 17, 1997 and July 19, 2000 (the 'Class Period'),
alleges, inter alia, that defendants violated the Securities Exchange Act of
1934 by artificially inflating the price of the Company's stock by issuing false
and misleading statements during the Class Period. The Company believes the
claims to be without merit and intends to vigorously defend them.
The staff of the Securities and Exchange Commission (the 'SEC'), has
notified the Company that it is conducting an investigation to determine whether
there have been any violations of the Securities Exchange Act of 1934 in
connection with the preparation and publication of various financial statements
and reports. The Company is cooperating in such investigation. The SEC has
indicated that its investigation should not be construed as an indication by the
SEC or its staff that any violation of law has occurred, nor as an adverse
reflection upon any person, entity or security.
On October 13, 2000, a shareholders' derivative complaint was filed on
behalf of the Company in the U.S. District Court for the Southern District of
New York, styled Widdicombe, derivatively on behalf of The Warnaco Group, Inc.
v. Linda J. Wachner, et al., No. 00 Civ. 7816 (LMM), naming certain Company
officers and directors as defendants (the 'Individual Defendants') and the
Company as a nominal defendant. The complaint asserts claims on the Company's
behalf for, inter alia, breach of fiduciary duty, corporate waste and unjust
enrichment, and seeks, inter alia, damages, punitive damages, and the imposition
of a constructive trust upon the assets of the Individual Defendants. In
accordance with a stipulation, an amended complaint may be filed on or before
June 8, 2001.
Between April 20, 2001 and May 15, 2001, three putative class action
complaints, styled Black v. Warnaco Group Inc., et.al., 01 Civ. 3346 (MGC),
Kornman v. Warnaco Group, Inc., et.al., 01 Civ. 3949 (MGC) and Gove v. Warnaco
Group, Inc., et.al., 01 Civ. 4084 (case referred to MGC), were filed in the U.S.
District Court for the Southern District of New York against the Company and
certain of its officers and directors. The complaints, on behalf of a putative
class of shareholders of the Company who purchased Company stock between
September 29, 2000 and April 18, 2001 (the "Class Period"), allege that
defendants violated the Securities Exchange Act of 1934 by artificially
inflating the price of the Company's stock through the dissemination of
materially misleading statements and by failing to disclose negative information
during the Class Period. Plaintiffs claims that the disclosure of the
information might have prevented them from purchasing shares of the Company's
stock at allegedly inflated prices.
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THE WARNACO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, excluding share data)
(Unaudited)
The actions seek damages. The Company believes the claims to be without merit
and intends vigorously to defend them.
Item 2. Management's Discussion and Analysis of Results of Operations And
Financial Condition.
Results of Operations.
STATEMENT OF OPERATIONS (SELECTED DATA)
Three Months Ended
-------------------------------
April 7, April 1,
2001 2000
Restated
--------------- -------------
(Amounts in millions of dollars)
(Unaudited)
Net revenues $ 499.2 $607.1
Cost of goods sold 352.8 421.7
------- ------
Gross profit 146.4 185.4
% of net revenues 29.3% 30.5%
Selling, general and administrative expenses 139.1 151.0
------- ------
Operating income $ 7.3 $ 34.4
% to net revenues 1.5% 5.7%
Investment (income) loss 3.0 (42.7)
Interest expense 63.9 33.8
Provision for income taxes 2.9 16.2
------- ------
Income (loss) before cumulative effect of a
change in accounting $ (62.5) $ 27.1
======= ======
The Company's results for fiscal 2001 include 14 weeks of operations based
on a 52/53 week fiscal year compared to 13 weeks in fiscal 2000.
Net revenues decreased $107.9 million, or 17.8%, to $499.2 million in the
first fiscal quarter of 2001 compared with $607.1 million in the first fiscal
quarter of 2000.
Sportswear and Accessories Division. Net revenues decreased $67.8 million
or 18.9% to $291.5 million in the first quarter of fiscal 2001 compared
with $359.3 million in the first quarter of fiscal 2000. The decrease in
net revenues was attributable to the Chaps Division ($24.9) million and
Calvin Klein Jeans Division ($48.5) million, partially offset by gains in
Authentic Fitness which increased $14.1million. The Calvin Klein Jeans
division continued to suffer from the negative publicity of the litigation.
Chaps was down in part due to a significant reduction in off-price sales.
Authentic Fitness was up due to increases in Catalina'r' and Speedo'r',
partially offset by a decline in Anne Cole'r'.
Intimate Apparel Division. Net revenues decreased $33.7 million or 16.9% to
$166.1 million in the first quarter 2001 compared with $199.8 million in
the first quarter 2000. The decrease was primarily related to Calvin
Klein'r' underwear ($18.8) million and Warner's'r' and Olga'r' ($11.0)
million. The Calvin Klein'r' underwear business was down primarily in our
off-price business and it also continued
- 13 -
to suffer from the litigation. Warner's'r' and Olga'r' were down in part
due to the soft retail market and suboptimal service levels associated
with plant reconfigurations and shutdowns.
Retail Store Division. Net revenues decreased $6.5 million or 13.5% to
$41.6 million in the first quarter of fiscal 2001 compared with $48.1
million in fiscal 2000. The decrease was attributable to door closures and
a reduction in off-price sales.
Gross profit decreased $39.0 million or 21.0% to $146.4 million in the first
quarter of fiscal 2001 compared with $185.4 million in the first quarter of
fiscal 2000. Gross margin was 29.3% in the first quarter of fiscal 2001 compared
with 30.5% in the first quarter of fiscal 2000.
Sportswear and Accessories Division Gross profit decreased $28.3 million or
25.2% to $84.1 million in the first quarter of fiscal 2001 compared with
$112.4 million in the first quarter 2000. Gross margins were 28.9% in the
first quarter fiscal 2001 compared with 31.3% in the first quarter fiscal
2000. The gross margin decline was related to higher inventory costs
associated with production variances not offset by increased pricing.
Intimate Apparel Division. Gross profit decreased $12.3 million or 22.0% to
$43.7 million in the first quarter of fiscal 2001 compared with $56.0
million in the first quarter 2000. Gross margins were 26.3% in the first
quarter fiscal 2001 compared with 28.0% in the first quarter fiscal 2000.
Retail Store Division. Gross profit increased $1.6 million or 9.4% to $18.6
million in the first quarter of fiscal 2001 compared with $17.0 million in
the first quarter fiscal 2000. Gross margins were 44.6% in the first
quarter fiscal 2001 compared with 35.4% in the first quarter fiscal 2000.
The increase is due to less merchandise being moved through the stores at
discounted prices.
Selling, general and administrative expenses decreased $11.9 million or 7.9% to
$139.1 million as compared to $151.0 million in first quarter fiscal 2000.
Selling, administrative and general expenses as a percentage of net revenue were
27.8% in the first quarter of fiscal 2001 compared with 24.9% in the first
quarter fiscal 2000.
Operating Profit
Sportswear and Accessories Division. Operating profit decreased $22.6
million or 36.1% to $40.2 million in the first quarter of fiscal 2001
compared with $62.8 million in the first quarter fiscal 2000. The decrease
is related to the lower revenue and higher production costs partially
offset by the improved sales mix of our Chaps business.
Intimate Apparel Division. Operating profit decreased $13.2 million or
57.3% to $9.6 million in the first quarter of fiscal 2001 compared with
$22.8 million in the first quarter fiscal 2000. The decrease is
attributable to lower sales partially offset by the improved margins from
the Calvin Klein'r' underwear business.
Retail Store Division. Operating loss decreased $6.4 million to $3.3
million in the first quarter of fiscal 2001 compared with $9.7 million in
the first quarter fiscal 2000. The decreased loss is due to better margins
on merchandise sold through the stores.
The Company generated a gain of $42.7 million in the first quarter fiscal
2000 from the sale of its investment in InterWorld Corporation stock compared to
an investment loss of $3.0 million in 2001 due to its equity forward agreements
which were marked to market.
- 14 -
Interest expense increased $30.1 million to $63.9 million in the first quarter
of fiscal 2001 compared with $33.8 million in the first quarter of fiscal 2000.
The increase reflects increased borrowings in the first quarter of 2001 and a
borrowing rate increase of approximately 300 basis points.
The provision for income taxes for the first quarter of fiscal 2001
reflects accrued taxes on foreign earnings. The Company has not provided any tax
benefit for its domestic losses incurred in the first quarter of 2001. Fiscal
2000 reflects an effective rate of 37.5% for the quarter.
Income (loss) before cumulative effect of a change in accounting principle
for the first quarter fiscal 2001 was a loss of $62.5 million compared with
income of $27.1 million in the first quarter of fiscal 2000. The decrease in
income is due to lower operating income and decrease in investment income.
Capital Resources and Liquidity.
The Company's liquidity requirements arise primarily from its debt service
requirements and the funding of its working capital needs, primarily inventory
and accounts receivable. The Company's borrowing requirements are seasonal, with
peak working capital needs generally arising during the second half of the
fiscal year. The Company typically generates nearly all of its operating cash
flow in the fourth quarter of the fiscal year reflecting third and fourth
quarter shipments and the sale of inventory built during the first six months of
the fiscal year.
As discussed in Notes 1 and 13 to the consolidated financial statements
included in the Company's Form 10-K for the fiscal year ended December 30, 2000,
the Company was not in compliance with certain covenants in its long-term debt
agreements for which waivers have been received now through June 15, 2001. To
avoid a possible default after expiration of the waiver, Warnaco would require a
further waiver or amendment to the covenants. Warnaco is currently exploring all
of its alternatives which, as previously reported, include, among other things,
the refinancing or restructuring of its existing debt and asset sales. There can
be no assurance that the Company will be able to refinance or restructure its
debt or engage in asset sales. As the waivers do not extend for twelve months
through April 7, 2002, the debt has been classified as a current liability in
the accompanying condensed consolidated balance sheet.
Cash used for operations was $265.3 million in the first fiscal quarter of
2001 compared with cash used for operations of $63.5 million in the first fiscal
quarter of 2000. The substantial increase in cash used for operating activities
of $201.8 million reflects an increase in the loss for the first fiscal quarter
of 2001 and a decrease of $80.6 million in sales of accounts receivables due to
borrowing limits established by the banks. The Company normally uses the
greatest amount of cash for purposes of funding working capital requirements in
the first quarter.
Cash used for investing activities was $12.1 million during the first
fiscal quarter of 2001 compared with a generation of $12.9 million in the first
fiscal quarter of 2000. The first fiscal quarter of 2000 includes proceeds from
the sale of the Company's investment in InterWorld Corporation of $50.4
million. Capital expenditures in the first fiscal quarter of 2001 were $13.1
million compared with $34.9 million in the comparable 2000 period. The first
fiscal quarter of 2001 includes amounts for information systems implementations
of $5.0 million and store fixture programs of $1.4 million compared with $13.4
for information systems implementations and $12.0 million for store fixture
programs in the comparable 2000 quarter.
Cash provided from financing activities was $320.3 million in the first
fiscal quarter of 2001 compared with $41.9 million in the first fiscal quarter
of 2000. The increase in the Company's revolving credit balance during the first
fiscal quarter of 2001 of $326.1 million was substantially greater than the
- 15 -
$24.7 million increase in the first fiscal quarter of 2000 due to lower sales of
accounts receivable and the increase in the use of cash from operations noted
above. In addition, the Company received $26.1 million in the first fiscal
quarter of 2000 from the termination of interest rate swaps. The Company paid
$4.8 million of dividends in the first fiscal quarter of 2000 compared to $-0-
million in the first fiscal quarter of 2001.
New Accounting Standards
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities--a
replacement of FASB Statement No. 125". SFAS No. 140 revised criteria for
accounting for securitizations, other financial-asset transfers and collateral
and introduces new disclosures, but otherwise carries forward most of the
provisions of SFAS No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities" without amendments. The Company
adopted the disclosure requirements of SFAS No. 140 on December 30, 2000, as
required. All other provisions of SFAS No. 140 will be adopted after March 31,
2001, as required by the standard. The Company is currently evaluating the
impact of this standard on its financial position and results of operations.
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities". SFAS No. 133 was effective for
financial statements for fiscal years beginning after June 15, 1999. However, in
June 1999, the FASB issued SFAS 137 "Deferral of the effective date of FASB
Statement No. 133" delaying the effective date of SFAS 133 until fiscal years
beginning after June 15, 2000. The adoption of this statement in the first
quarter of 2001 did not have a material impact on the Company's consolidated
liquidity, cash flows and results of operations.
The company recorded a cumulative effect adjustment through Accumulated
Other Comprehensive loss of $21,744.
Statement Regarding Forward-looking Disclosure
This Report includes forward-looking statements within the meaning of
Section 27A of Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended which represent the Company's
expectations or beliefs concerning future events that involve risks and
uncertainties, including the ability of the Company to satisfy the conditions
and requirements of the credit facilities of the Company, the effect of national
and regional economic conditions, the overall level of consumer spending, the
performance of the Company's products within the prevailing retail environment,
customer acceptance of both new designs and newly-introduced product lines, and
financial difficulties encountered by customers. All statements other than
statements of historical facts included in this quarterly report, including,
without limitation, the statements under Management's Discussion and Analysis of
Financial Condition, are forward-looking statements. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct.
- 16 -
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk related to changes in interest rates
and foreign currency exchange rates, and selectively uses financial instruments
to manage these risks. The Company does not enter into financial instruments for
speculation or for trading purposes.
Interest Rate Risk
The Company is subject to market risk from exposure to changes in interest
rates based primarily on its financing activities. The Company enters into
interest rate swap agreements, which have the effect of converting the Company's
variable rate obligations to fixed rate obligations, to reduce the impact of
interest rate fluctuations on cash flow and interest expense. As of April 7,
2001, approximately $6.5 million of interest-rate sensitive obligations were
swapped to achieve a fixed rate of 6.6%, limiting the Company's risk to any
future shift in interest rates. As of April 7, 2001, the net fair value asset of
all financial instruments (primarily interest rate swap agreements) with
exposure to interest rate risk was approximately $0.5 million. As of April 7,
2001, the Company had approximately $2,244 million of obligations subject to
variable interest rates in excess of such obligations that had been swapped to
achieve a fixed rate. A hypothetical 10% adverse change in interest rates as of
April 7, 2001 would have had a $5.0 million unfavorable impact on the Company's
pre-tax earnings and cash flow over the three-month period.
Foreign Exchange Risk
The Company has foreign currency exposures related to buying, selling and
financing in currencies other than the functional currency in which it operates.
These exposures are primarily concentrated in the Canadian dollar, Mexican peso,
Hong Kong dollar, British pound and the Euro. When deemed necessary, the Company
has entered into foreign currency forward and option contracts to mitigate the
risk of doing business in foreign currencies. The Company has hedged currency
exposures of firm commitments and anticipated transactions denominated in
non-functional currencies to protect against the possibility of diminished cash
flow and adverse impacts. As of April 7, 2001, the Company had no such financial
instruments outstanding.
Equity Price Risk
The Company is subject to market risk from changes in its stock price as a
result of its Equity Agreements with several banks for a term of up to two
years. The Equity Agreements provided for the purchase by the Company of up to
5.2 million shares of the Company's Common Stock and mature on August 12, 2002.
The Equity Agreements are required to be settled by the Company on a net cash
settlement basis within the duration of the Equity Agreements. As of April 7,
2001 banks have purchased the maximum of 5.2 million shares under the Equity
Agreements. If these Equity Agreements were settled on a net cash settlement
basis at April 7, 2001, the Company would be required to pay $17.7 million based
on the closing price of the Company's Common Stock. A hypothetical 10% adverse
change in the Company's stock price would have a $0.6 million unfavorable impact
on the Company's pre-tax earnings and cash flow.
-17 -
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
On May 30, 2000, Calvin Klein, Inc. ('CKI') and the Calvin Klein Trademark
Trust filed a complaint in the U.S. District Court in the Southern District of
New York (Calvin Klein Trademark Trust, et al. v. The Warnaco Group, Inc., et
al, No. 00 CIV. 4052 (JSR) (S.D.N.Y.)) against The Warnaco Group, Inc., various
other Warnaco entities, and Wachner (the 'Warnaco Defendants') alleging, inter
alia, claims for breach of contract and trademark violations. The complaint
sought, inter alia, termination of certain licensing agreements and trademark
rights, injunctive relief and damages.
On June 26, 2000, the Warnaco Defendants filed an answer and certain
Warnaco Defendants filed counterclaims (amended on July 31, 2000) against Calvin
Klein, Inc. for, inter alia, breach of the jeanswear and men's accessories
licenses and breach of fiduciary duty, and against CKI and Calvin Klein
personally for tortious interference with business relations, defamation and
trade libel. Warnaco sought, inter alia, damages, injunctive and declaratory
relief. Thereafter, certain of the plaintiff's claims and one of the Warnaco
Defendant's counterclaims were dismissed.
On January 16, 2001, CKI filed a Complaint in the Supreme Court of the
State of New York (County of New York) (the 'State Action') against CKJ
Holdings, Inc. and Calvin Klein Jeanswear Company (collectively the
'Defendants') seeking a declaration that CKI was entitled to terminate the
Jeanswear License Agreement dated August 4, 1994, as amended (the 'Jeanswear
License'), claiming that the Defendants' breached certain financial covenants in
the Jeanswear License because the Company's consolidated debt to consolidated
net worth ratio allegedly exceeded five to one as of the quarter ending
September 30, 2000.
On January 22, 2001, the parties entered into a confidential settlement
agreement whereby they agreed, inter alia, to the dismissal of all claims and
counterclaims asserted in both actions with prejudice and without the payment of
any sum of money by any party to any other party. The parties further agreed to
work together for their mutual benefit under their license and other agreements
as modified by the terms of the settlement agreement. The Company believes that
the settlement agreement will not materially affect the manner in which it
conducts its business pursuant to its existing license and other agreements with
CKI and the Calvin Klein Trademark Trust.
On September 14, 2000, Speedo International Limited ('SIL') filed a
complaint in the U.S. District Court for the Southern District of New York,
styled Speedo International Limited v. Authentic Fitness Corp., et al., No. 00
Civ. 6931 (DAB), against The Warnaco Group, Inc. and various other Warnaco
entities (the 'Warnaco defendants') alleging claims, inter alia, for breach of
contract and trademark violations. The complaint seeks, inter alia, termination
of certain licensing agreements, injunctive relief and damages.
On November 8, 2000, the Warnaco defendants filed an answer and
counterclaims against SIL seeking, inter alia, a declaration that the Warnaco
defendants have not engaged in trademark violations and are not in breach of the
licensing agreements, and that the licensing agreements in issue may not be
terminated.
The Company believes the claims of SIL to be without merit and intends to
vigorously defend and pursue its counterclaims.
- 18 -
Between August 22, 2000 and October 26, 2000, seven putative class action
complaints were filed in the U.S. District Court for the Southern District of
New York against the Company and certain of its officers and directors. On
November 17, 2000, the Court consolidated the complaints into a single action,
styled In re The Warnaco Group, Inc. Securities Litigation, No. 00-Civ-6266
(LMM), and appointed Lead Plaintiffs and approved Lead Counsel for the putative
class. A consolidated amended complaint has been filed. The amended complaint,
on behalf of a putative class of shareholders of the Company who purchased
Company stock between September 17, 1997 and July 19, 2000 (the 'Class Period'),
alleges, inter alia, that defendants violated the Securities Exchange Act of
1934 by artificially inflating the price of the Company's stock by issuing false
and misleading statements during the Class Period. The Company believes the
claims to be without merit and intends to vigorously defend them.
The staff of the Securities and Exchange Commission (the 'SEC'), has
notified the Company that it is conducting an investigation to determine whether
there have been any violations of the Securities Exchange Act of 1934 in
connection with the preparation and publication of various financial statements
and reports. The Company is cooperating in such investigation. The SEC has
indicated that its investigation should not be construed as an indication by the
SEC or its staff that any violation of law has occurred, nor as an adverse
reflection upon any person, entity or security.
On October 13, 2000, a shareholders' derivative complaint was filed on
behalf of the Company in the U.S. District Court for the Southern District of
New York, styled Widdicombe, derivatively on behalf of The Warnaco Group, Inc.
v. Linda J. Wachner, et al., No. 00 Civ. 7816 (LMM), naming certain Company
officers and directors as defendants (the 'Individual Defendants') and the
Company as a nominal defendant. The complaint asserts claims on the Company's
behalf for, inter alia, breach of fiduciary duty, corporate waste and unjust
enrichment, and seeks, inter alia, damages, punitive damages, and the imposition
of a constructive trust upon the assets of the Individual Defendants. In
accordance with a stipulation, an amended complaint may be filed on or before
June 8, 2001.
Between April 20, 2001 and May 15, 2001, three putative class action
complaints, styled Black v. Warnaco Group Inc., et.al., 01 Civ. 3346 (MGC),
Kornman v. Warnaco Group, Inc., et.al., 01 Civ. 3949 (MGC) and Gove v. Warnaco
Group, Inc., et.al., 01 Civ. 4084 (case referred to MGC), were filed in the U.S.
District Court for the Southern District of New York against the Company and
certain of its officers and directors. The complaints, on behalf of a putative
class of shareholders of the company who purchased Company stock between
September 29, 2000 and April 18, 2001 (the "Class Period"), allege that
defendants violated the Securities Exchange Act of 1934 by artificially
inflating the price of the Company's stock through the dissemination of
materially misleading statements and by failing to disclose negative information
during the Class Period. Plaintiffs claims that the disclosure of the
information might have prevented them from purchasing shares of the Company's
stock at allegedly inflated prices. The actions seek damages. The Company
believes the claims to be without merit and intends vigorously to defend them.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
- 19 -
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibits
10.1 First Amendment and Waiver to the Amended and Restated Receivables
Purchase Agreement and Release dated as of April 19, 2001, among Warnaco
Operations Corporation, as Seller, Gregory Street, Inc., as Initial
Servicer, The Bank of Nova Scotia, as a purchaser and agent, and Citibank,
N.A. as a purchaser and co-agent.
(b) Reports on Form 8-K
A Report on Form 8-K was filed on March 30, 2001 reporting on the
Company's receipt of a waiver of certain financial covenants from its
lenders through April 16, 2001.
- 20 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE WARNACO GROUP, INC.
Date: May 22, 2001 by: /s/ PHILIP TERENZIO
-------------------------------
Philip Terenzio
Senior Vice President and
Chief Financial Officer
Principal Financial and Accounting
Officer
Date: May 22, 2001 By: /s/ STANLEY P. SILVERSTEIN
------------------------------
Stanley P. Silverstein
Vice President, General Counsel
and Secretary
STATEMENT OF DIFFERENCES
------------------------
The registered trademark symbol shall be expressed as.................... 'r'
- 21 -