8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2009
Hanesbrands Inc.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction
of incorporation)
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001-32891
(Commission File Number)
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20-3552316
(IRS Employer
Identification No.) |
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1000 East Hanes Mill Road
Winston-Salem, NC
(Address of principal
executive offices)
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27105
(Zip Code) |
Registrants telephone number, including area code: (336) 519-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
On February 24, 2009, Hanesbrands Inc. (Hanesbrands) issued a press release discussing its
long-term growth strategies, capital structure and perspective on the 2009 business environment. A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act), nor shall Exhibit 99.1 be deemed incorporated
by reference in any filing under the Securities Act of 1933 (the Securities Act) or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Exhibit 99.1 contains disclosures about operating profit excluding actions, operating profit
margin excluding actions, diluted earnings per share excluding actions and gross margin excluding actions, which are
considered non-GAAP performance measures, that Hanesbrands has chosen to provide to investors to
enable them to perform additional analyses of past, present and future operating performance and as
a supplemental means of evaluating Hanesbrands operations. The non-GAAP information should not be
considered a substitute for financial information presented in accordance with GAAP, and may be
different from non-GAAP or other pro forma measures used by other companies. Exhibit 99,1 also contains disclosures about adjusted EBITDA, a non-GAAP performance
measure that consists of adjusted earnings before interest, taxes, depreciation and amortization as
defined under Hanesbrands first lien credit agreement.
Exhibit 99.1 to this Current Report on Form 8-K includes forward-looking financial information
that is expected to be discussed during the previously announced meeting with investors and
analysts to be held by Hanesbrands today, February 24, 2009. Hanesbrands will host a live Internet
webcast of this meeting from 8:30 a.m., Eastern time, to no later than noon today. The live
Internet broadcast may be accessed on the home page of the Hanesbrands corporate Web site,
www.hanesbrands.com. An archived replay of the meeting webcast and copies of the presentation
slides will be available in the investors section of the Hanesbrands corporate Web site.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press release dated February 24, 2009
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 hereunto duly authorized.
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February 24, 2009
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HANESBRANDS INC. |
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By:
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/s/ E. Lee Wyatt Jr. |
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E. Lee Wyatt Jr. |
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Executive Vice President, Chief Financial Officer |
Exhibits
99.1 Press release dated February 24, 2009
EX-99.1
Exhibit 99.1
Hanesbrands Inc
1000 East Hanes Mill Road
Winston-Salem, NC 27105
(336) 519-4400
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news release |
FOR IMMEDIATE RELEASE
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News Media, contact:
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Matt Hall, (336) 519-3386 |
Analysts and Investors, contact:
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Brian Lantz, (336) 519-7130 |
HANESBRANDS INC. TO REVIEW ITS LONG-TERM GROWTH STRATEGIES, CAPITAL STRUCTURE AND 2009 BUSINESS
ENVIRONMENT
Company to Hold Investor Day Meeting in New York to Review Achievements, Strategies and
Opportunities
WINSTON-SALEM, N.C. (Feb. 24, 2009) Hanesbrands Inc. (NYSE: HBI) will hold an investor meeting
today in which senior management will review the companys long-term growth strategies, capital
structure and perspective on the 2009 business environment.
Management will also highlight sales, marketing and supply-chain initiatives at the investor
meeting to be held at 8:30 a.m. today at the Jumeirah Essex House in New York City. The meeting
will also be webcast on the Internet.
We have been successfully executing against the same set of strategies for the past three years,
Chairman and Chief Executive Officer Richard A. Noll said. That consistency is paying off and is
evident from our progress since Hanesbrands became an independent company. Over the next 12 months
we intend to stay sharply focused on execution, to conservatively manage both inventory and costs,
to actively manage our capital structure, and to use available cash to pay down debt. If we can
accomplish these objectives, we will emerge from this recession with momentum and as an even
stronger company.
Summary of Major Strategies
Hanesbrands is continuing to execute its core sell-more, spend-less and generate-cash strategies to
manage through the economic recession and drive competitiveness.
Sell More Strategy. The company has major initiatives under way, including launching new programs,
in core categories with its strongest and largest brands, including Hanes, Champion, Playtex and
Bali. The company is using its brands to advance strategic partnerships with key retailers.
Hanesbrands Inc. to Review its Long-Term Growth Strategies,
Capital Structure and the 2009 Business Environment Page 2
Spend
Less Strategy. Hanesbrands is ahead of schedule in realigning its global supply
chain in lower-cost countries, consolidating its organization and distribution network, and
leveraging the collective size of its strategic purchasing organization.
Generate Cash. The company has consistent cash flow and is focused on reducing its debt leverage
by using free cash flow to prepay debt over the next 12 to 24 months.
Capital Structure
Hanesbrands had $2.18 billion of long-term debt at the end of 2008. Since the time of its spinoff
in September 2006, the company has paid down $423 million of long-term debt, including $139 million
in 2008.
Hanesbrands ended the year with a covenant leverage ratio of 3.3 times debt to adjusted EBITDA,
compared with the required limit of 3.75 times.
We are in compliance with all debt covenants, Hanesbrands Executive Vice President and Chief
Financial Officer E. Lee Wyatt said. Although we ended 2008 with a reasonable level of
debt-covenant cushion, the uncertainty in the consumer and financial markets creates risk. Our
projections indicate that we should remain compliant, but we have decided that amending our first
lien credit agreement is the prudent course of action. We launched the amendment process
yesterday, and we should be in a position to know the results of the amendment process in about two
weeks.
Information for Business Modeling
Hanesbrands follows a policy of not providing quarterly or annual EPS guidance. The company does
have a practice of providing an understanding of long-term goals, strategies, trends, current
financial performance and information that can be used to model the potential of the business.
The company expects to face several challenges in 2009 but may also benefit from several factors,
particularly in the second half of the year. The recessions effect on sales and increased pension
costs as a result of the stock market decline will present challenges in 2009, while factors that
may mitigate the challenges include a domestic price increase, increased benefits from cost-savings
initiatives in the second half of the year, reduced discretionary spending, lower commodity costs
in the second half, and lower inventory and capital spending needs.
Because of the recession, it would be highly unlikely that we achieve our long-term growth goals
for the full year 2009, but we are executing on the things that we believe will make us as successful as possible in
this environment, Wyatt said.
Highlights of business modeling information follow.
Hanesbrands Inc. to Review its Long-Term Growth Strategies,
Capital Structure and the 2009 Business Environment Page 3
Sales. Hanesbrands long-term annual growth goal for sales is 1 percent to 3 percent, excluding
acquisitions. For 2009, the biggest factor affecting sales is consumer spending patterns and the
recession, the impact of which is unusually difficult to forecast because of the uncertainty in trying to
predict future consumer behavior. In the short-term, Hanesbrands assumes that the consumer
spending environment will translate into low to mid-teen percentage unit volume declines early in
the year. Beyond that, the company is not making any assumptions on the sales environment but is
working diligently with retail customers to seek incremental promotions and gain market share to
mitigate the economic environment.
Operating Profit. The companys long-term annual growth goal for operating profit excluding
actions, a non-GAAP measure, is 6 percent to 8 percent. Implicit in sales and profit growth goals
is the goal for improving non-GAAP operating profit margin by 50 to 100 basis points per year.
Cost-reduction efforts and product pricing are supporting margin-improvement efforts. Hanesbrands
has a goal to generate annualized gross savings that could approach or exceed $200 million by the
end of the 2008 through 2011 period. Last year, the company generated approximately $75 million in
gross cost reductions toward this annualized goal. The company expects that over time two-thirds
of the savings will benefit gross margin and one-third will improve selling, general and
administrative expenses.
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For 2009, the companys goal is to increase its gross margin excluding actions by 10 to 100 basis
points, driven by benefits of increased product pricing (net $100 million to $125
million) and lower commodity costs (approximately $20 million to $25 million), which will be partially offset by other factors. |
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The 2009 goal for SG&A expenses is to reduce media and information technology expenses
by approximately $40 million that would offset an increase in pension expense. Due to
stock market declines, pension expense in 2009 is expected to be approximately $21
million, a $33 million increase over pension income of $12 million in 2008. |
Restructuring. The company expects to incur approximately $250 million in restructuring and
related charges for cost-saving efforts over the three-year period ending this year. To date, the
company has announced $222 million in restructuring and related costs and has recognized $209
million, of which 56 percent was cash. For 2009, the remaining restructuring charges should have a
higher cash proportion than those recognized to date.
Interest Rates. The company plans to continue to restructure its debt over the next 24 months,
including using free cash flow to prepay debt. More direction on interest rates and interest
expense will be provided after the company concludes its first lien credit amendment process.
Capital Expenditures. The company expects to invest a cumulative $300 million to $350 million over
the next three years in gross capital expenditures with the investment amount in 2009 being $100
million to $130 million.
Depreciation and Amortization. The company expects depreciation and amortization to be in the
range of $100 million annually.
Hanesbrands Inc. to Review its Long-Term Growth Strategies,
Capital Structure and the 2009 Business Environment Page 4
Working Capital. Hanesbrands has a goal to reduce inventory to $1.15 billion by early 2010.
Inventory at the end of 2008 was $1.3 billion.
Pension. The company does not expect any significant mandatory pension contributions due in 2009.
Dividends. No dividends are planned.
Effective tax rate. As a result of offshore capital investment in its supply chain, Hanesbrands
expects its effective tax rate to be in the 22 percent to 25 percent range. For 2009, the
effective tax rate is expected to be at the bottom of the range.
Diluted EPS. The company has refined its long-term annual growth goal for diluted earnings per
share excluding actions from double-digit to 10 percent to 20 percent. The company does not expect
to achieve this goal in 2009.
Hanesbrands New York Investor Day Meeting
Hanesbrands will host a live Internet webcast of its New York investor day meeting from 8:30 a.m.
to no later than noon EST today. The live Internet broadcast may be accessed on the home page of
the Hanesbrands corporate Web site, www.hanesbrands.com.
In addition to Noll and Wyatt, speakers will include Gerald Evans, president, international
business and global supply chain, and William J. Nictakis, president, chief commercial officer.
An archived replay of the meeting webcast and copies of the presentation slides will be available
in the investors section of the Hanesbrands corporate Web site.
Non-GAAP Definitions
Operating profit excluding actions, operating profit margin excluding actions, gross margin excluding actions and diluted EPS
excluding actions are not generally accepted accounting principle measures. These non-GAAP
measures are used to better assess underlying business performance because they exclude the effect
of unusual actions that are not directly related to operations. In 2008, unusual actions were
restructuring and related charges, other income, and the tax effect on these items.
Adjusted EBITDA is adjusted earnings before interest, taxes, depreciation and amortization as
defined under the companys first lien credit agreement.
Hanesbrands Inc. to Review its Long-Term Growth Strategies,
Capital Structure and the 2009 Business Environment Page 5
Cautionary Statement Concerning Forward-Looking Statements
Statements in this press release that are not statements of historical fact are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including those regarding our long-term goals and trends
associated with our business. These forward-looking statements are made only as of the date of
this press release and are based on our current intent, beliefs, plans and expectations. They
involve risks and uncertainties that could cause actual future results, performance or developments
to differ materially from those described in or implied by such forward-looking statements. These
risks and uncertainties include the following: our ability to execute our consolidation and
globalization strategy, including migrating our production and manufacturing operations to
lower-cost locations around the world; our ability to successfully manage social, political,
economic, legal and other conditions affecting our foreign operations and supply chain sources;
current economic conditions; consumer spending levels; the risk of inflation or deflation;
financial difficulties experienced by, or loss of or reduction in sales to, any of our top
customers or groups of customers; our debt and debt service requirements that restrict our
operating and financial flexibility, and impose interest and financing costs; the financial ratios
that our debt instruments require us to maintain; failure to protect against dramatic changes in
the volatile market price of cotton; the impact of increases in prices of other materials used in
our products and increases in other costs; our ability to effectively manage our inventory and
reduce inventory reserves; retailer consolidation and other changes in the apparel essentials
industry; the highly competitive and evolving nature of the industry in which we compete; our
ability to keep pace with changing consumer preferences; costs and adverse publicity from
violations of labor or environmental laws by us or our suppliers; and other risks identified from
time to time in our most recent Securities and Exchange Commission reports, including the 2008
Annual Report on Form 10-K, 2008 quarterly reports on Form 10-Q and current reports on Form 8-K,
registration statements, press releases and other communications. The company undertakes no
obligation to update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over time.
Hanesbrands Inc.
Hanesbrands Inc. is a leading marketer of innerwear, outerwear and hosiery apparel under strong
consumer brands, including Hanes, Champion, Playtex, Bali, Just My Size, barely there and
Wonderbra. The company designs, manufactures, sources and sells T-shirts, bras, panties, mens
underwear, childrens underwear, socks, hosiery, casualwear and activewear. Hanesbrands has
approximately 45,000 employees in more than 25 countries. More information may be found on the
companys Web site at www.hanesbrands.com.
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