|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State of incorporation)
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(I.R.S. employer identification no.)
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(Address of principal executive office)
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(Zip code)
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☒
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Accelerated filer
|
☐
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|||||||
Non-accelerated filer
|
☐
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Smaller reporting company
|
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Emerging growth company
|
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Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
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Page
|
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II
|
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Item 1.
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||
Item 1A.
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Item 2.
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||
Item 3.
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Item 4.
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Item 5.
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Item 6.
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||
Item 1.
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Financial Statements
|
Quarters Ended
|
|||||||
March 28,
2020 |
March 30,
2019 |
||||||
Net sales
|
$
|
|
|
$
|
|
|
|
Cost of sales
|
|
|
|
|
|||
Gross profit
|
|
|
|
|
|||
Selling, general and administrative expenses
|
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|
|
|
|||
Operating profit
|
|
|
|
|
|||
Other expenses
|
|
|
|
|
|||
Interest expense, net
|
|
|
|
|
|||
Income (loss) before income tax expense
|
(
|
)
|
|
|
|||
Income tax expense (benefit)
|
(
|
)
|
|
|
|||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|
|
Earnings (loss) per share:
|
|||||||
Basic
|
$
|
(
|
)
|
$
|
|
|
|
Diluted
|
$
|
(
|
)
|
$
|
|
|
Quarters Ended
|
|||||||
March 28,
2020 |
March 30,
2019 |
||||||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|
|
Other comprehensive income (loss):
|
|||||||
Translation adjustments
|
(
|
)
|
|
|
|||
Unrealized gain (loss) on qualifying cash flow hedges, net of tax of $(7,280) and $1,658, respectively
|
|
|
(
|
)
|
|||
Unrecognized income from pension and postretirement plans, net of tax of $(1,272) and $(1,205), respectively
|
|
|
|
|
|||
Total other comprehensive income (loss)
|
(
|
)
|
|
|
|||
Comprehensive income (loss)
|
$
|
(
|
)
|
$
|
|
|
March 28,
2020 |
December 28,
2019 |
March 30,
2019 |
|||||||||
Assets
|
|||||||||||
Cash and cash equivalents
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Trade accounts receivable, net
|
|
|
|
|
|
|
|||||
Inventories
|
|
|
|
|
|
|
|||||
Other current assets
|
|
|
|
|
|
|
|||||
Total current assets
|
|
|
|
|
|
|
|||||
Property, net
|
|
|
|
|
|
|
|||||
Right-of-use assets
|
|
|
|
|
|
|
|||||
Trademarks and other identifiable intangibles, net
|
|
|
|
|
|
|
|||||
Goodwill
|
|
|
|
|
|
|
|||||
Deferred tax assets
|
|
|
|
|
|
|
|||||
Other noncurrent assets
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Liabilities and Stockholders’ Equity
|
|||||||||||
Accounts payable
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Accrued liabilities
|
|
|
|
|
|
|
|||||
Lease liabilities
|
|
|
|
|
|
|
|||||
Notes payable
|
|
|
|
|
|
|
|||||
Accounts Receivable Securitization Facility
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
|
|
|
|
|
|
|||||
Total current liabilities
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
|
|
|
|
|
|||||
Lease liabilities - noncurrent
|
|
|
|
|
|
|
|||||
Pension and postretirement benefits
|
|
|
|
|
|
|
|||||
Other noncurrent liabilities
|
|
|
|
|
|
|
|||||
Total liabilities
|
|
|
|
|
|
|
|||||
Stockholders’ equity:
|
|||||||||||
Preferred stock (50,000,000 authorized shares; $.01 par value)
|
|||||||||||
Issued and outstanding — None
|
|
|
|
|
|
|
|||||
Common stock (2,000,000,000 authorized shares; $.01 par value)
|
|||||||||||
Issued and outstanding — 348,035,310, 362,449,037 and 361,471,010, respectively
|
|
|
|
|
|
|
|||||
Additional paid-in capital
|
|
|
|
|
|
|
|||||
Retained earnings
|
|
|
|
|
|
|
|||||
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Total stockholders’ equity
|
|
|
|
|
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Common Stock
|
Additional Paid-In Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
Total
|
|||||||||||||||||
|
Shares
|
Amount
|
||||||||||||||||||||
Balances at December 28, 2019
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|||||
Net loss
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
(
|
)
|
||||||||||
Dividends ($0.15 per common share)
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
(
|
)
|
||||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(
|
)
|
(
|
)
|
||||||||||
Stock-based compensation
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
||||||||||
Net exercise of stock options, vesting of restricted stock units and other
|
|
|
|
|
|
|
—
|
|
—
|
|
|
|
||||||||||
Share repurchases
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
—
|
|
(
|
)
|
||||||||||
Balances at March 28, 2020
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|
Common Stock
|
Additional Paid-In Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
Total
|
|||||||||||||||||
|
Shares
|
Amount
|
||||||||||||||||||||
Balances at December 29, 2018
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|||||
Net income
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
||||||||||
Dividends ($0.15 per common share)
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
(
|
)
|
||||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
||||||||||
Stock-based compensation
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
||||||||||
Net exercise of stock options, vesting of restricted stock units and other
|
|
|
|
|
|
|
—
|
|
—
|
|
|
|
||||||||||
Modification of deferred compensation plans
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
||||||||||
Cumulative effect of change in adoption of leases standard
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
||||||||||
Stranded tax related to U.S. pension plan
|
—
|
|
—
|
|
—
|
|
|
|
(
|
)
|
|
|
||||||||||
Balances at March 30, 2019
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
HANESBRANDS INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|||||||
Quarters Ended
|
|||||||
March 28,
2020 |
March 30,
2019 |
||||||
Operating activities:
|
|||||||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|
|
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|||||||
Depreciation
|
|
|
|
|
|||
Amortization of acquisition intangibles
|
|
|
|
|
|||
Other amortization
|
|
|
|
|
|||
Amortization of debt issuance costs
|
|
|
|
|
|||
Stock compensation expense
|
|
|
|
|
|||
Deferred taxes
|
(
|
)
|
(
|
)
|
|||
Other
|
(
|
)
|
|
|
|||
Changes in assets and liabilities:
|
|||||||
Accounts receivable
|
|
|
(
|
)
|
|||
Inventories
|
(
|
)
|
(
|
)
|
|||
Other assets
|
|
|
(
|
)
|
|||
Accounts payable
|
(
|
)
|
(
|
)
|
|||
Accrued pension and postretirement benefits
|
(
|
)
|
(
|
)
|
|||
Accrued liabilities and other
|
(
|
)
|
(
|
)
|
|||
Net cash from operating activities
|
(
|
)
|
(
|
)
|
|||
Investing activities:
|
|||||||
Capital expenditures
|
(
|
)
|
(
|
)
|
|||
Proceeds from sales of assets
|
|
|
|
|
|||
Other
|
|
|
|
|
|||
Net cash from investing activities
|
(
|
)
|
(
|
)
|
|||
Financing activities:
|
|||||||
Borrowings on notes payable
|
|
|
|
|
|||
Repayments on notes payable
|
(
|
)
|
(
|
)
|
|||
Borrowings on Accounts Receivable Securitization Facility
|
|
|
|
|
|||
Repayments on Accounts Receivable Securitization Facility
|
(
|
)
|
(
|
)
|
|||
Borrowings on Revolving Loan Facilities
|
|
|
|
|
|||
Repayments on Revolving Loan Facilities
|
(
|
)
|
(
|
)
|
|||
Repayments on Term Loan Facilities
|
|
|
(
|
)
|
|||
Borrowings on International Debt
|
|
|
|
|
|||
Share repurchases
|
(
|
)
|
|
|
|||
Cash dividends paid
|
(
|
)
|
(
|
)
|
|||
Payments to amend and refinance credit facilities
|
(
|
)
|
(
|
)
|
|||
Taxes paid related to net shares settlement of equity awards
|
(
|
)
|
(
|
)
|
|||
Other
|
|
|
|
|
|||
Net cash from financing activities
|
|
|
|
|
|||
Effect of changes in foreign exchange rates on cash
|
(
|
)
|
|
|
|||
Change in cash, cash equivalents and restricted cash
|
|
|
(
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
|
|
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
|
|
|
|
|||
Less restricted cash at end of period
|
|
|
|
|
|||
Cash and cash equivalents per balance sheet at end of period
|
$
|
|
|
$
|
|
|
(1)
|
Basis of Presentation
|
(2)
|
Recent Accounting Pronouncements
|
(3)
|
Revenue Recognition
|
Quarters Ended
|
|||||||
March 28,
2020 |
March 30,
2019 |
||||||
Third-party brick-and-mortar wholesale
|
$
|
|
|
$
|
|
|
|
Consumer-directed
|
|
|
|
|
|||
Total net sales
|
$
|
|
|
$
|
|
|
(4)
|
Acquisitions
|
(5)
|
Stockholders’ Equity
|
|
Quarters Ended
|
||||
|
March 28,
2020 |
March 30,
2019 |
|||
Basic weighted average shares outstanding
|
|
|
|
|
|
Effect of potentially dilutive securities:
|
|||||
Stock options
|
|
|
|
|
|
Restricted stock units
|
|
|
|
|
|
Employee stock purchase plan and other
|
|
|
|
|
|
Diluted weighted average shares outstanding
|
|
|
|
|
(6)
|
Inventories
|
March 28,
2020 |
December 28,
2019 |
March 30,
2019 |
|||||||||
Raw materials
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Work in process
|
|
|
|
|
|
|
|||||
Finished goods
|
|
|
|
|
|
|
|||||
$
|
|
|
$
|
|
|
$
|
|
|
(7)
|
Debt and Notes Payable
|
Interest
Rate as of March 28, 2020 |
Principal Amount
|
Maturity Date
|
|||||||||
|
March 28,
2020 |
December 28,
2019 |
|||||||||
Senior Secured Credit Facility:
|
|||||||||||
Revolving Loan Facility
|
|
$
|
|
|
$
|
|
|
December 2022
|
|||
Term Loan A
|
|
|
|
|
|
December 2022
|
|||||
Term Loan B
|
|
|
|
|
|
December 2024
|
|||||
Australian Revolving Loan Facility
|
|
|
|
|
|
July 2021
|
|||||
4.875% Senior Notes
|
|
|
|
|
|
May 2026
|
|||||
4.625% Senior Notes
|
|
|
|
|
|
May 2024
|
|||||
3.5% Senior Notes
|
|
|
|
|
|
June 2024
|
|||||
European Revolving Loan Facility
|
|
|
|
|
|
September 2020
|
|||||
Accounts Receivable Securitization Facility
|
|
|
|
|
|
March 2021
|
|||||
Total debt
|
|
|
|
|
|||||||
Notes payable
|
|
|
|
|
|||||||
Total debt and notes payable
|
|
|
|
|
|||||||
Less long-term debt issuance costs
|
|
|
|
|
|||||||
Less notes payable
|
|
|
|
|
|||||||
Less current maturities
|
|
|
|
|
|||||||
Total long-term debt
|
$
|
4,236,955
|
|
$
|
3,256,870
|
|
(8)
|
Accumulated Other Comprehensive Loss
|
Cumulative Translation Adjustment
(1)
|
Cash Flow Hedges
|
Defined Benefit Plans
|
Income Taxes
|
Accumulated Other Comprehensive Loss
|
|||||||||||||||
Balance at December 28, 2019
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||||||
Current-period other comprehensive income (loss) activity
|
(
|
)
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||
Balance at March 28, 2020
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
(1)
|
Cumulative Translation Adjustment includes translation adjustments and net investment hedges. See Note, “Financial Instruments and Risk Management” for additional disclosures about net investment hedges.
|
Component of AOCI
|
Location of Reclassification into Income
|
Amount of Reclassification from AOCI
|
||||||||
Quarters Ended
|
||||||||||
March 28,
2020 |
March 30,
2019 |
|||||||||
Gain on foreign exchange contracts designated as cash flow hedges
|
Cost of sales
|
$
|
|
|
$
|
|
|
|||
|
Income tax
|
(
|
)
|
(
|
)
|
|||||
|
Net of tax
|
|
|
|
|
|||||
Amortization of deferred actuarial loss and prior service cost
|
Other expenses
|
(
|
)
|
(
|
)
|
|||||
|
Income tax
|
|
|
|
|
|||||
|
Net of tax
|
(
|
)
|
(
|
)
|
|||||
Total reclassifications
|
$
|
|
|
$
|
|
|
(9)
|
Financial Instruments and Risk Management
|
Balance Sheet Location
|
Fair Value
|
||||||||
March 28,
2020 |
December 28,
2019 |
||||||||
Derivatives designated as hedging instruments:
|
|||||||||
Forward foreign exchange contracts
|
Other current assets
|
$
|
|
|
$
|
|
|
||
Cross-currency swap contracts
|
Other current assets
|
|
|
|
|
||||
Cross-currency swap contracts
|
Other noncurrent assets
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|||||||||
Forward foreign exchange contracts
|
Other current assets
|
|
|
|
|
||||
Total derivative assets
|
|
|
|
|
|||||
Derivatives designated as hedging instruments:
|
|||||||||
Forward foreign exchange contracts
|
Accrued liabilities
|
(
|
)
|
(
|
)
|
||||
Derivatives not designated as hedging instruments:
|
|||||||||
Forward foreign exchange contracts
|
Accrued liabilities
|
(
|
)
|
(
|
)
|
||||
Total derivative liabilities
|
(
|
)
|
(
|
)
|
|||||
Net derivative asset
|
$
|
|
|
$
|
|
|
Amount of Gain Recognized in AOCI on Derivative Instruments
|
|||||||
Quarters Ended
|
|||||||
March 28,
2020 |
March 30,
2019 |
||||||
Foreign exchange contracts
|
$
|
|
|
$
|
|
|
Location of Gain
Reclassified from AOCI into Income |
Amount of Gain Reclassified from AOCI into Income
|
||||||||
Quarters Ended
|
|||||||||
March 28,
2020 |
March 30,
2019 |
||||||||
Foreign exchange contracts
(1)
|
Cost of sales
|
$
|
|
|
$
|
|
|
(1)
|
The Company does not exclude amounts from effectiveness testing for cash flow hedges that would require recognition into earnings based on changes in fair value.
|
|
Quarters Ended
|
||||||
|
March 28,
2020 |
March 30,
2019 |
|||||
Total cost of sales in which the effects of cash flow hedges are recorded
|
$
|
|
|
$
|
|
|
Amount of Gain Recognized in AOCI
|
|||||||||
Quarters Ended
|
|||||||||
March 28,
2020 |
March 30,
2019 |
||||||||
Euro-denominated long-term debt
|
$
|
|
|
$
|
|
|
|||
Cross-currency swap contracts
|
|
|
|
|
|||||
Total
|
$
|
|
|
$
|
|
|
Location of Gain Recognized in Income
|
Amount of Gain Recognized in Income
(Amount Excluded from Effectiveness Testing) |
||||||||
Quarters Ended
|
|||||||||
March 28,
2020 |
March 30,
2019 |
||||||||
Cross-currency swap contracts
|
Interest expense, net
|
$
|
|
|
$
|
|
|
||
Quarters Ended
|
|||||||||
March 28,
2020 |
March 30,
2019 |
||||||||
Total interest expense, net in which the amounts excluded from effectiveness testing for net investment hedges are recorded
|
$
|
|
|
$
|
|
|
Location of Gain (Loss)
Recognized in Income on Derivatives |
Amount of Gain (Loss) Recognized in Income
|
||||||||
Quarters Ended
|
|||||||||
March 28,
2020 |
March 30,
2019 |
||||||||
Foreign exchange contracts
|
Cost of sales
|
$
|
|
|
$
|
(
|
)
|
||
Foreign exchange contracts
|
Selling, general and administrative expenses
|
(
|
)
|
(
|
)
|
||||
Total
|
$
|
|
|
$
|
(
|
)
|
(10)
|
Fair Value of Assets and Liabilities
|
Assets (Liabilities) at Fair Value as of
March 28, 2020 |
|||||||||||||||
Total
|
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
||||||||||||
Forward foreign exchange contracts - assets
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Cross-currency swap contracts - assets
|
|
|
|
|
|
|
|
|
|||||||
Forward foreign exchange contracts - liabilities
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan liability
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||
Total
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Assets (Liabilities) at Fair Value as of
December 28, 2019 |
|||||||||||||||
Total
|
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
||||||||||||
Forward foreign exchange contracts - assets
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Cross-currency swap contracts - assets
|
|
|
|
|
|
|
|
|
|||||||
Forward foreign exchange contracts - liabilities
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan liability
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||
Total
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
(11)
|
Income Taxes
|
(12)
|
Business Segment Information
|
•
|
Innerwear includes sales of basic branded apparel products that are replenishment in nature under the product categories of men’s underwear, women’s panties, children’s underwear and socks, and intimate apparel, which includes bras and shapewear.
|
•
|
Activewear includes sales of basic branded products that are primarily seasonal in nature to both retailers and wholesalers, as well as licensed sports apparel and licensed logo apparel in collegiate bookstores, mass retailers and other channels.
|
•
|
International includes sales of products in all of the Company’s categories outside the United States, primarily in Europe, Australia, Asia, Latin America and Canada.
|
|
Quarters Ended
|
||||||
March 28,
2020 |
March 30,
2019 |
||||||
Net sales:
|
|||||||
Innerwear
|
$
|
|
|
$
|
|
|
|
Activewear
|
|
|
|
|
|||
International
|
|
|
|
|
|||
Other
|
|
|
|
|
|||
Total net sales
|
$
|
|
|
$
|
|
|
Quarters Ended
|
|||||||
March 28,
2020 |
March 30,
2019 |
||||||
Segment operating profit:
|
|||||||
Innerwear
|
$
|
|
|
$
|
|
|
|
Activewear
|
|
|
|
|
|||
International
|
|
|
|
|
|||
Other
|
(
|
)
|
|
|
|||
Total segment operating profit
|
|
|
|
|
|||
Items not included in segment operating profit:
|
|||||||
General corporate expenses
|
(
|
)
|
(
|
)
|
|||
Restructuring and other action-related charges
|
(
|
)
|
(
|
)
|
|||
Amortization of intangibles
|
(
|
)
|
(
|
)
|
|||
Total operating profit
|
|
|
|
|
|||
Other expenses
|
(
|
)
|
(
|
)
|
|||
Interest expense, net
|
(
|
)
|
(
|
)
|
|||
Income (loss) before income tax expense
|
$
|
(
|
)
|
$
|
|
|
(13)
|
Revisions of Previously Issued Condensed Consolidated Interim Financial Statements
|
Quarter Ended March 30, 2019
|
|||||||||||
Condensed Consolidated Statement of Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Cost of sales
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Gross profit
|
|
|
(
|
)
|
|
|
|||||
Selling, general and administrative expenses
|
|
|
(
|
)
|
|
|
|||||
Operating profit
|
|
|
|
|
|
|
|||||
Income before income tax expense
|
|
|
|
|
|
|
|||||
Net income
|
|
|
|
|
|
|
|||||
Earnings per share:
|
|||||||||||
Basic
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Diluted
|
$
|
|
|
$
|
|
|
$
|
|
|
Quarter Ended March 30, 2019
|
|||||||||||
Condensed Consolidated Statement of Comprehensive Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Net income
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Translation adjustments
|
|
|
(
|
)
|
|
|
|||||
Total other comprehensive income
|
|
|
(
|
)
|
|
|
|||||
Comprehensive income
|
|
|
(
|
)
|
|
|
March 30, 2019
|
|||||||||||
Condensed Consolidated Balance Sheet Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Inventories
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Other current assets
|
|
|
|
|
|
|
|||||
Total current assets
|
|
|
|
|
|
|
|||||
Deferred tax assets
|
|
|
(
|
)
|
|
|
|||||
Total assets
|
|
|
(
|
)
|
|
|
|||||
Accrued liabilities
|
|
|
|
|
|
|
|||||
Total current liabilities
|
|
|
|
|
|
|
|||||
Other noncurrent liabilities
|
|
|
|
|
|
|
|||||
Total liabilities
|
|
|
|
|
|
|
|||||
Retained earnings
|
|
|
(
|
)
|
|
|
|||||
Total stockholders’ equity
|
|
|
(
|
)
|
|
|
|||||
Total liabilities and stockholders’ equity
|
|
|
(
|
)
|
|
|
Quarter Ended March 30, 2019
|
|||||||||||
Condensed Consolidated Statement of Stockholders’ Equity Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Balance at December 29, 2018
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Net income
|
|
|
|
|
|
|
|||||
Other comprehensive income
|
|
|
(
|
)
|
|
|
|||||
Cumulative effect of change in adoption of leases standard
|
|
|
(
|
)
|
|
|
|||||
Balance at March 30, 2019
|
|
|
(
|
)
|
|
|
Quarter Ended March 30, 2019
|
|||||||||||
Condensed Consolidated Statement of Cash Flows Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Operating activities:
|
|||||||||||
Net income
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Adjustments to reconcile net income to net cash from operating activities:
|
|||||||||||
Other
|
|
|
(
|
)
|
|
|
|||||
Changes in assets and liabilities:
|
|||||||||||
Inventories
|
(
|
)
|
|
|
(
|
)
|
|||||
Other assets
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Accrued liabilities and other
|
(
|
)
|
|
|
(
|
)
|
|||||
Net cash from operating activities
|
(
|
)
|
|
|
(
|
)
|
Quarter Ended June 29, 2019
|
|||||||||||
Condensed Consolidated Statement of Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Cost of sales
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Gross profit
|
|
|
|
|
|
|
|||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
|||||
Operating profit
|
|
|
(
|
)
|
|
|
|||||
Income before income tax expense
|
|
|
(
|
)
|
|
|
|||||
Net income
|
|
|
(
|
)
|
|
|
|||||
Earnings per share:
|
|||||||||||
Basic
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Diluted
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
Six Months Ended June 29, 2019
|
|||||||||||
Condensed Consolidated Statement of Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Cost of sales
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Gross profit
|
|
|
(
|
)
|
|
|
|||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
|||||
Operating profit
|
|
|
(
|
)
|
|
|
|||||
Income before income tax expense
|
|
|
(
|
)
|
|
|
|||||
Net income
|
|
|
(
|
)
|
|
|
|||||
Earnings per share:
|
|||||||||||
Basic
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Diluted
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
Quarter Ended June 29, 2019
|
|||||||||||
Condensed Consolidated Statement of Comprehensive Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Net income
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Comprehensive income
|
|
|
(
|
)
|
|
|
Six Months Ended June 29, 2019
|
|||||||||||
Condensed Consolidated Statement of Comprehensive Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Net income
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Translation adjustments
|
|
|
(
|
)
|
|
|
|||||
Total other comprehensive income
|
|
|
(
|
)
|
|
|
|||||
Comprehensive income
|
|
|
(
|
)
|
|
|
June 29, 2019
|
|||||||||||
Condensed Consolidated Balance Sheet Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Inventories
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Other current assets
|
|
|
|
|
|
|
|||||
Total current assets
|
|
|
|
|
|
|
|||||
Deferred tax assets
|
|
|
(
|
)
|
|
|
|||||
Total assets
|
|
|
(
|
)
|
|
|
|||||
Accrued liabilities
|
|
|
|
|
|
|
|||||
Total current liabilities
|
|
|
|
|
|
|
|||||
Other noncurrent liabilities
|
|
|
|
|
|
|
|||||
Total liabilities
|
|
|
|
|
|
|
|||||
Retained earnings
|
|
|
(
|
)
|
|
|
|||||
Total stockholders’ equity
|
|
|
(
|
)
|
|
|
|||||
Total liabilities and stockholders’ equity
|
|
|
(
|
)
|
|
|
Quarter Ended June 29, 2019
|
|||||||||||
Condensed Consolidated Statement of Stockholders’ Equity Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Balance at March 30, 2019
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Net income
|
|
|
(
|
)
|
|
|
|||||
Balance at June 29, 2019
|
|
|
(
|
)
|
|
|
Six Months Ended June 29, 2019
|
|||||||||||
Condensed Consolidated Statement of Stockholders’ Equity Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Balance at December 29, 2018
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Net income
|
|
|
(
|
)
|
|
|
|||||
Other comprehensive income
|
|
|
(
|
)
|
|
|
|||||
Cumulative effect of change in adoption of leases standard
|
|
|
(
|
)
|
|
|
|||||
Balance at June 29, 2019
|
|
|
(
|
)
|
|
|
Six Months Ended June 29, 2019
|
|||||||||||
Condensed Consolidated Statement of Cash Flows Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Operating activities:
|
|||||||||||
Net income
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Adjustments to reconcile net income to net cash from operating activities:
|
|||||||||||
Other
|
|
|
(
|
)
|
|
|
|||||
Changes in assets and liabilities:
|
|||||||||||
Inventories
|
(
|
)
|
|
|
(
|
)
|
|||||
Other assets
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Accrued liabilities and other
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Net cash from operating activities
|
(
|
)
|
|
|
(
|
)
|
Quarter Ended September 28, 2019
|
|||||||||||
Condensed Consolidated Statement of Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Cost of sales
|
|
|
(
|
)
|
$
|
|
|
||||
Gross profit
|
|
|
|
|
|
|
|||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
|||||
Operating profit
|
|
|
(
|
)
|
|
|
|||||
Income before income tax expense
|
|
|
(
|
)
|
|
|
|||||
Net income
|
|
|
(
|
)
|
|
|
|||||
Earnings per share:
|
|||||||||||
Basic
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Diluted
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
Nine Months Ended September 28, 2019
|
|||||||||||
Condensed Consolidated Statement of Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Cost of sales
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Gross profit
|
|
|
|
|
|
|
|||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
|||||
Operating profit
|
|
|
(
|
)
|
|
|
|||||
Income before income tax expense
|
|
|
(
|
)
|
|
|
|||||
Net income
|
|
|
(
|
)
|
|
|
|||||
Earnings per share:
|
|||||||||||
Basic
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Diluted
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
Quarter Ended September 28, 2019
|
|||||||||||
Condensed Consolidated Statement of Comprehensive Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Net income
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Comprehensive income
|
|
|
(
|
)
|
|
|
Nine Months Ended September 28, 2019
|
|||||||||||
Condensed Consolidated Statement of Comprehensive Income Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Net income
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Translation adjustments
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Total other comprehensive loss
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Comprehensive income
|
|
|
(
|
)
|
|
|
September 28, 2019
|
|||||||||||
Condensed Consolidated Balance Sheet Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Inventories
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Other current assets
|
|
|
|
|
|
|
|||||
Total current assets
|
|
|
(
|
)
|
|
|
|||||
Deferred tax assets
|
|
|
(
|
)
|
|
|
|||||
Total assets
|
|
|
(
|
)
|
|
|
|||||
Accrued liabilities
|
|
|
(
|
)
|
|
|
|||||
Total current liabilities
|
|
|
(
|
)
|
|
|
|||||
Other noncurrent liabilities
|
|
|
|
|
|
|
|||||
Total liabilities
|
|
|
|
|
|
|
|||||
Retained earnings
|
|
|
(
|
)
|
|
|
|||||
Total stockholders’ equity
|
|
|
(
|
)
|
|
|
|||||
Total liabilities and stockholders’ equity
|
|
|
(
|
)
|
|
|
Quarter Ended September 28, 2019
|
|||||||||||
Condensed Consolidated Statement of Stockholders’ Equity Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Balance at June 29, 2019
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Net income
|
|
|
(
|
)
|
|
|
|||||
Balance at September 28, 2019
|
|
|
(
|
)
|
|
|
Nine Months Ended September 28, 2019
|
|||||||||||
Condensed Consolidated Statement of Stockholders’ Equity Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Balance at December 29, 2018
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Net income
|
|
|
(
|
)
|
|
|
|||||
Other comprehensive income
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Cumulative effect of change in adoption of leases standard
|
|
|
(
|
)
|
|
|
|||||
Balance at September 28, 2019
|
|
|
(
|
)
|
|
|
Nine Months Ended September 28, 2019
|
|||||||||||
Condensed Consolidated Statement of Cash Flows Line Item
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||||
Operating activities:
|
|||||||||||
Net income
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Adjustments to reconcile net income to net cash from operating activities:
|
|||||||||||
Other
|
|
|
(
|
)
|
|
|
|||||
Changes in assets and liabilities, net of acquisition of businesses:
|
|||||||||||
Inventories
|
(
|
)
|
|
|
(
|
)
|
|||||
Other assets
|
(
|
)
|
|
|
(
|
)
|
|||||
Accrued liabilities and other
|
|
|
(
|
)
|
(
|
)
|
|||||
Net cash from operating activities
|
|
|
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
temporary closure of our owned and operated retail stores;
|
•
|
decreased customer traffic in retail stores;
|
•
|
changes in consumer confidence and consumer spending habits, including spending for the merchandise that we sell and negative trends in consumer purchasing patterns due to changes in consumers’ disposable income, credit availability and debt levels;
|
•
|
decreased discretionary consumer-directed channel spending independent of store closures;
|
•
|
decreased wholesale channel sales and increased likelihood of wholesale customer financial distress, including requests for extended payment terms or potential payment defaults;
|
•
|
disruption to our global supply chain including the manufacturing, supply, distribution, transportation and delivery of our products;
|
•
|
decreased productivity due to travel bans, work-from-home policies or shelter-in-place orders; and
|
•
|
a slowdown in the U.S. and global economies, and an uncertain global economic outlook or a potential credit crisis.
|
•
|
Total net sales in
the first quarter of 2020
were
$1.3 billion
, compared with
$1.6 billion
in the same period of
2019
, representing a
17%
decrease.
|
•
|
Operating profit decreased
77%
to
$34 million
in
the first quarter of 2020
, compared with
$150 million
in the same period of
2019
. As a percentage of sales, operating profit was
2.6%
in
the first quarter of 2020
compared to
9.4%
in the same period of
2019
. Included within operating profit were restructuring and other action-related charges of
$29 million
and
$21 million
for the quarters ended
March 28, 2020
and
March 30, 2019
, respectively.
|
•
|
We estimate the impact of the COVID-19 global pandemic reduced net sales by approximately $181 million, operating profit by approximately $86 million and diluted earnings per share by approximately $0.20.
|
•
|
Operating cash flows increased
$111
million in the first quarter of 2020 compared to the first quarter of 2019.
|
•
|
As part of our cash deployment strategy, prior to the global expansion of COVID-19, we entered into transactions to repurchase approximately
14.5
million shares at a weighted average repurchase price of $
13.83
per share. The shares were repurchased at a total cost of $
200
million.
|
•
|
In March 2020, in response to the uncertainty of the circumstances surrounding the COVID-19 global pandemic and as a precautionary measure to further strengthen our cash position, we drew down $630 million under the Revolving Loan Facility to provide us with additional financial flexibility to manage our business with a safety-first emphasis during the unknown duration and impact of the COVID-19 global pandemic. We subsequently repaid $490 million of this borrowing in April 2020.
|
Quarters Ended
|
||||||||||||||
March 28,
2020 |
March 30,
2019 |
Higher
(Lower)
|
Percent
Change
|
|||||||||||
(dollars in thousands)
|
||||||||||||||
Net sales
|
$
|
1,316,462
|
|
$
|
1,588,024
|
|
$
|
(271,562
|
)
|
(17.1
|
)%
|
|||
Cost of sales
|
842,730
|
|
967,993
|
|
(125,263
|
)
|
(12.9
|
)
|
||||||
Gross profit
|
473,732
|
|
620,031
|
|
(146,299
|
)
|
(23.6
|
)
|
||||||
Selling, general and administrative expenses
|
439,602
|
|
470,387
|
|
(30,785
|
)
|
(6.5
|
)
|
||||||
Operating profit
|
34,130
|
|
149,644
|
|
(115,514
|
)
|
(77.2
|
)
|
||||||
Other expenses
|
6,490
|
|
7,451
|
|
(961
|
)
|
(12.9
|
)
|
||||||
Interest expense, net
|
36,849
|
|
48,059
|
|
(11,210
|
)
|
(23.3
|
)
|
||||||
Income (loss) before income tax expense
|
(9,209
|
)
|
94,134
|
|
(103,343
|
)
|
(109.8
|
)
|
||||||
Income tax expense (benefit)
|
(1,335
|
)
|
13,046
|
|
(14,381
|
)
|
(110.2
|
)
|
||||||
Net Income (loss)
|
$
|
(7,874
|
)
|
$
|
81,088
|
|
$
|
(88,962
|
)
|
(109.7
|
)%
|
•
|
The disruption of our U.S. and International businesses related to the negative effects of the COVID-19 pandemic, including closures of retail stores owned and operated by us, as well as canceled orders from our wholesale brick- and-mortar customers, decreased sales an estimated $181 million;
|
•
|
The exit of our
C9 Champion
program at Target and the DKNY Intimates license in 2019 which, together, represented approximately $94 million of net sales in the first quarter of 2019; and
|
•
|
The unfavorable impact from foreign exchange rates in our International business of approximately $20 million.
|
•
|
Excluding the negative impact of the COVID-19 global pandemic, the exited programs and foreign exchange rates, total constant-currency net sales for the first quarter of 2020 would have increased 1.6%.
|
Net Sales
|
||||||||||||||
Quarters Ended
|
||||||||||||||
March 28,
2020 |
March 30,
2019 |
Higher
(Lower) |
Percent
Change |
|||||||||||
(dollars in thousands)
|
||||||||||||||
Innerwear
|
$
|
422,402
|
|
$
|
475,945
|
|
$
|
(53,543
|
)
|
(11.2
|
)%
|
|||
Activewear
|
288,000
|
|
405,340
|
|
(117,340
|
)
|
(28.9
|
)
|
||||||
International
|
555,901
|
|
646,180
|
|
(90,279
|
)
|
(14.0
|
)
|
||||||
Other
|
50,159
|
|
60,559
|
|
(10,400
|
)
|
(17.2
|
)
|
||||||
Total
|
$
|
1,316,462
|
|
$
|
1,588,024
|
|
$
|
(271,562
|
)
|
(17.1
|
)%
|
Operating Profit and Margin
|
||||||||||||||||||||
Quarters Ended
|
||||||||||||||||||||
March 28,
2020 |
March 30,
2019 |
Higher
(Lower) |
Percent
Change |
|||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||
Innerwear
|
$
|
81,551
|
|
19.3
|
%
|
$
|
104,626
|
|
22.0
|
%
|
$
|
(23,075
|
)
|
(22.1
|
)%
|
|||||
Activewear
|
8,108
|
|
2.8
|
|
43,593
|
|
10.8
|
|
(35,485
|
)
|
(81.4
|
)
|
||||||||
International
|
52,018
|
|
9.4
|
|
99,773
|
|
15.4
|
|
(47,755
|
)
|
(47.9
|
)
|
||||||||
Other
|
(6,125
|
)
|
(12.2
|
)
|
754
|
|
1.2
|
|
(6,879
|
)
|
(912.3
|
)
|
||||||||
Corporate
|
(101,422
|
)
|
NM
|
|
(99,102
|
)
|
NM
|
|
(2,320
|
)
|
(2.3
|
)
|
||||||||
Total
|
$
|
34,130
|
|
2.6
|
%
|
$
|
149,644
|
|
9.4
|
%
|
$
|
(115,514
|
)
|
(77.2
|
)%
|
Quarters Ended
|
|||||||
March 28,
2020 |
March 30,
2019 |
||||||
(dollars in thousands)
|
|||||||
Restructuring and other action-related charges included in operating profit:
|
|
||||||
Supply chain actions
|
$
|
14,065
|
|
$
|
17,692
|
|
|
Program exit costs
|
8,215
|
|
—
|
|
|||
Other restructuring costs
|
6,919
|
|
3,681
|
|
|||
Total restructuring and other action-related charges included in operating profit
|
$
|
29,199
|
|
$
|
21,373
|
|
|
As of March 28, 2020
|
||||||
Borrowing
Capacity
|
Borrowing
Availability
|
||||||
(dollars in thousands)
|
|||||||
Senior Secured Credit Facility:
|
|||||||
Revolving Loan Facility
|
$
|
1,000,000
|
|
$
|
45,924
|
|
|
Australian Revolving Loan Facility
|
36,775
|
|
5,958
|
|
|||
European Revolving Loan Facility
|
111,359
|
|
—
|
|
|||
Accounts Receivable Securitization Facility
(1)
|
152,153
|
|
—
|
|
|||
Other international credit facilities
|
145,924
|
|
134,716
|
|
|||
Total liquidity from credit facilities
|
$
|
1,446,211
|
|
$
|
186,598
|
|
|
Cash and cash equivalents
|
1,083,780
|
|
|||||
Total liquidity
|
|
|
$
|
1,270,378
|
|
(1)
|
Borrowing availability under the Accounts Receivable Securitization Facility is subject to a quarterly fluctuating facility limit, not to exceed
$225 million
, and permitted only to the extent that the face of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans.
|
•
|
The negative impact of the COVID-19 global pandemic on our business as discussed above under “Impact of COVID-19 on Our Business”.
|
•
|
For the quarter ended
March 28, 2020
and prior to the expansion of COVID-19, we entered into transactions to repurchase approximately
14.5
million shares of our common stock at a total cost of $
200
million. At
March 28, 2020
, the remaining repurchase authorization under our current share repurchase program totaled approximately
25.5
million shares. While we may repurchase additional shares of our common stock in the future, the program has been suspended in connection with the amendment to our Senior Secured Credit Facility described above.
|
•
|
We have historically paid a regular quarterly dividend. The declaration of any future dividends and, if declared, the amount of any such dividends, will be subject to our actual future earnings, capital requirements, regulatory restrictions, debt covenants, other contractual restrictions and to the discretion of our Board of Directors.
|
•
|
We have principal and interest obligations under our debt and ongoing financial covenants under those debt facilities, even after taking into account recent amendments.
|
•
|
We have invested in efforts to accelerate worldwide omnichannel and global growth initiatives, as well as marketing and brand building. We anticipate capital expenditures to decrease for the remainder of the year compared to the prior year as we tightly manage spending to help mitigate the potential negative impact of the COVID-19 global pandemic on our business and liquidity.
|
•
|
We expect to continue to invest in efforts to improve operating efficiencies and lower costs.
|
•
|
We may pursue strategic business acquisitions in the future.
|
•
|
We made a contribution of $25 million to our U.S. pension plan in the
quarter ended
March 28, 2020
. We may also elect to make additional voluntary contributions.
|
•
|
We may increase or decrease the portion of the current-year income of our foreign subsidiaries that we remit to the United States, which could impact our effective income tax rate. Consistent with our investment strategy as it pertains to our historical foreign earnings as of December 28, 2019, we intend to remit historical foreign earnings totaling approximately $1.0 billion.
|
•
|
We are obligated to make installment payments over an eight-year period related to our transition tax liability resulting from the implementation of the Tax Act, which began in 2018, in addition to any estimated income taxes due based on current year taxable income. In the
quarters ended
March 28, 2020
and
March 30, 2019
, we made no installment payments on our transition tax liability and have a remaining balance due of approximately $101 million to be paid in installment payments through 2025.
|
•
|
In March 2020, we drew down $630 million under our Revolving Loan Facility as a precautionary measure to provide us with additional financial flexibility to manage our business with a safety-first emphasis during the unknown duration and impact of the COVID-19 global pandemic. We subsequently repaid $490 million of this borrowing in April 2020.
|
•
|
We are making more than 320 million face masks and expect to make more than 20 million medical gowns for the U.S. government. We are also ramping up production to supply masks to large employers seeking to reopen business operations after being closed as a result of the COVID-19 global pandemic.
|
•
|
We expect the employee furloughs and pay cuts, as well as reductions in discretionary spending such as media and marketing expenses, to save approximately $200 million in 2020.
|
Quarters Ended
|
|||||||
March 28,
2020 |
March 30,
2019 |
||||||
(dollars in thousands)
|
|||||||
Operating activities
|
$
|
(83,216
|
)
|
$
|
(194,291
|
)
|
|
Investing activities
|
(24,477
|
)
|
(25,133
|
)
|
|||
Financing activities
|
877,514
|
|
71,707
|
|
|||
Effect of changes in foreign currency exchange rates on cash
|
(15,061
|
)
|
2,104
|
|
|||
Change in cash, cash equivalents and restricted cash
|
754,760
|
|
(145,613
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
329,923
|
|
455,732
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
1,084,683
|
|
310,119
|
|
|||
Less restricted cash at end of period
|
903
|
|
23,039
|
|
|||
Cash and cash equivalents per balance sheet at end of period
|
$
|
1,083,780
|
|
$
|
287,080
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Total Number of Shares Purchased
|
Average
Price Paid
Per Share
(1)
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
Maximum Number of Shares that May Yet Be Purchased under the Program
(2)
|
||||||||||
December 29, 2019 to February 1, 2020
|
—
|
|
$
|
—
|
|
—
|
|
20,359,607
|
|
||||
February 2, 2020 to February 29, 2020
|
12,240,906
|
|
14.01
|
|
12,240,906
|
|
27,759,094
|
|
|||||
March 1, 2020 to March 28, 2020
|
2,223,424
|
|
12.82
|
|
2,223,424
|
|
25,535,670
|
|
|||||
Total
|
14,464,330
|
|
14,464,330
|
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
Description
|
|
3.1
|
||
3.2
|
||
3.3
|
||
3.4
|
||
3.5
|
||
4.1
|
|
|
4.2
|
||
31.1
|
||
31.2
|
||
32.1
|
||
32.2
|
||
101.INS XBRL
|
Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
101.SCH XBRL
|
Taxonomy Extension Schema Document
|
|
101.CAL XBRL
|
Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB XBRL
|
Taxonomy Extension Label Linkbase Document
|
|
101.PRE XBRL
|
Taxonomy Extension Presentation Linkbase Document
|
|
101.DEF XBRL
|
Taxonomy Extension Definition Linkbase Document
|
HANESBRANDS INC.
|
||
By:
|
/s/ M. Scott Lewis
|
|
M. Scott Lewis
Interim Chief Financial Officer
(Duly authorized officer and principal financial officer)
|
•
|
title of the class or series;
|
•
|
the number of shares of the class or series, which number our board of directors may thereafter increase or decrease;
|
•
|
whether and in what circumstances the holder is entitled to receive dividends and other distributions;
|
•
|
whether (and if so, when and on what terms) the class or series can be redeemed by us or the holder or converted or exchanged by the holder;
|
•
|
whether the class or series will rank senior or junior to or on parity with any other class or series of preferred stock; and
|
•
|
voting and other rights of the class or series, if any.
|
•
|
acquisition of us by means of a tender offer or merger;
|
•
|
acquisition of us by means of a proxy contest or otherwise; or
|
•
|
removal of our incumbent officers and directors.
|
•
|
any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or
|
•
|
an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
|
•
|
two-thirds of the votes entitled to be cast by the holders of voting stock of the corporation other than voting shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
|
•
|
one-tenth or more but less than one-third;
|
•
|
one-third or more but less than a majority; or
|
•
|
a majority or more of all voting power.
|
•
|
a classified board;
|
•
|
a two-thirds vote requirement for removing a director;
|
•
|
a requirement that the number of directors be fixed only by vote of the directors;
|
•
|
a requirement that a vacancy on the board be filled only by a vote of the remaining directors (whether or not they constitute a quorum) and for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is duly elected and qualifies; or
|
•
|
a majority requirement for the calling of a special meeting of stockholders.
|
•
|
pursuant to our notice of the meeting;
|
•
|
by or at the direction of the board of directors; or
|
•
|
by a stockholder who is a holder of record both at the time of giving of notice and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice procedures provided for in our bylaws.
|
•
|
by or at the direction of the board of directors; or
|
•
|
provided that the special meeting has been called in accordance with the procedures in our bylaws for stockholder-requested special meetings for the purpose of electing directors, by a stockholder who is a holder of record both at the time of giving of notice and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the advance notice procedures provided for in our bylaws.
|
•
|
the act or omission of the director or officer was material to the matter giving rise to the proceeding and the action was committed in bad faith or was the result of active and deliberate dishonesty;
|
•
|
the director or officer actually received an improper personal benefit in money, property or services; or
|
•
|
in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
|
•
|
a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and
|
•
|
a written undertaking, which may be unsecured, by the director or officer or on his or her behalf to repay the amount paid if it shall ultimately be determined that the standard of conduct was not met.
|
•
|
any present or former director or officer who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity; or
|
•
|
any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, partner or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.
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/s/ Gerald W. Evans, Jr.
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Gerald W. Evans, Jr.
Chief Executive Officer
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/s/ M. Scott Lewis
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M. Scott Lewis
Interim Chief Financial Officer
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/s/ Gerald W. Evans, Jr.
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Gerald W. Evans, Jr.
Chief Executive Officer
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/s/ M. Scott Lewis
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M. Scott Lewis
Interim Chief Financial Officer
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Minimum 15 minutes delayed. Source: LSEG