Hanesbrands Inc.
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): April 26, 2007
Hanesbrands Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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001-32891
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20-3552316 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification |
of incorporation)
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No.) |
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1000 East Hanes Mill Road
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27105 |
Winston-Salem, NC
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(Zip Code) |
(Address of principal executive |
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offices) |
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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)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
Item 5.02. Election of Directors
Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
Item 2.02. Results of Operations and Financial Condition
On April 26, 2007, Hanesbrands Inc. (Hanesbrands) issued a press release announcing its
financial results for the first quarter ended March 31, 2007. 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, net income
excluding actions and EBITDA, 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.
Item 5.02. Election of Directors
As previously announced, on October 26, 2006, the Board of Directors of Hanesbrands increased
the number of members of the Board from nine to ten and elected Jessica T. Mathews to serve as a
member of the Board of Directors. On April 24, 2007, Ms. Mathews became a member of the Audit
Committee of the Board of Directors.
Item 7.01. Regulation FD Disclosure
Exhibit 99.1 to this Current Report on Form 8-K includes forward-looking financial information
that is expected to be discussed on the previously announced conference call with investors and
analysts to be held by us at 10:00 a.m., Eastern time, today (April 26, 2007). The call may be
accessed on the home page of the Hanesbrands corporate Web site, www.hanesbrands.com. Replays of
the call will be available in the investors section of the Hanesbrands corporate Web site and via
telephone. The telephone playback will be available from approximately noon Eastern time on April
26, 2007, until midnight Eastern time on Thursday, May 3, 2007. The replay will be available by
calling toll-free (888) 286-8010, or (617) 801-6888 for international callers. The replay pass code
is 62716555. Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of
Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press release dated April 26, 2007
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.
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April 26, 2007 |
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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 |
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Exhibits
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99.1 |
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Press release dated April 26, 2007 |
Exhibit 99.1
Exhibit 99.1
Hanesbrands Inc
1000 East Hanes Mill Road
Winston-Salem, NC 27105
(336) 519-4400
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. REPORTS FIRST-QUARTER 2007 RESULTS
WINSTON-SALEM, N.C. (April 26, 2007) Hanesbrands Inc. (NYSE: HBI), a leading marketer of
innerwear, outerwear and hosiery apparel, today reported results for the 2007 first quarter.
Total net sales increased slightly to $1.04 billion, and earnings per diluted share were $0.12,
which were significantly lower than a year ago primarily because of several factors related to the
companys new independent structure following its spinoff in September 2006. In addition to
operating performance, results in the quarter reflect costs associated with restructuring,
stand-alone independent company costs, increased interest expense and other actions.
Our performance was on track with our expectations for the quarter, Hanesbrands Chief Executive
Officer Richard A. Noll said. We increased sales, made strategic advances in operations and
generated cash for investment in our business. We are off to a solid start in our first full year,
which is the foundation for achieving our long-term growth goals.
Period Highlights
Highlights for the quarter ended March 31, 2007, include:
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Total net sales increased by $7 million, or 0.7 percent, to $1.04 billion, up from $1.03
billion in the year-ago quarter ended April 1, 2006. |
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Growth in the outerwear segment resulted from double-digit gains for Champion activewear and
increases for Hanes casualwear and more than offset generally flat sales in the innerwear segment and
declines in other segments. |
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Operating profit, as measured under generally accepted accounting principles, was $68.9
million, a decrease of 28.4 percent from $96.2 million a year ago. The profit decline
primarily reflected restructuring and related charges for plant closures, higher cotton costs
and increased investment in business operations. |
Hanesbrands Inc. Reports First-Quarter 2007 Results Page 2
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While we had a number of costs this quarter associated with becoming an independent company
that we did not have in the year-ago quarter, we are benefiting from past cost-reduction
efforts, corporate consolidation and streamlining, and continued progress with our global
supply chain strategy of moving production to lower-cost countries, Noll said. Our operating
margin excluding actions, which we use to measure and manage our business, was on track with
our expectations for the quarter. |
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The operating profit margin excluding actions was 8.6 percent in the quarter, compared with 9.8
percent a year ago, down primarily due to higher cotton costs and selected investment behind
business initiatives. (Operating profit excluding actions is a non-GAAP measure used to better
assess underlying business performance because it excludes the effect of unusual actions that
are not directly related to operations. The unusual actions in the quarter were restructuring
and related charges, nonrecurring spinoff and related costs, and amortization of a gain on
postretirement benefits. See Table 4A for details and reconciliation with reported operating
results.) |
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Net income for the quarter was $12.0 million, down from $74.6 million a year ago, primarily
as a result of the companys new independent structure. The decrease in net income reflected
increased interest expense, reduced operating profit and a higher
effective income tax rate. |
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Interest expense increased in the quarter by $48.6 million to $51.7 million, up from $3.1
million a year ago as a result of debt incurred in the companys spinoff. The effective income
tax rate for the quarter was 30.0 percent, up from 19.9 percent a year ago as a result of
Hanesbrands tax structure as an independent company. |
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Using cash flow from operations, the company made a voluntary $42 million pension
contribution in the quarter, reducing the companys underfunded liability for qualified
pension plans to approximately $131 million. The companys qualified pension plan liability
is now 84 percent funded, which meets the companys 2007 goal. |
Other Quarter Comments
Hanesbrands continues to make progress on its strategy of building its largest and strongest brands
in core categories through innovation in key items.
In March, the Hanes brand launched a new national television, print and Internet advertising
campaign for its Hanes All-Over Comfort Bra with ComfortSoft Straps featuring celebrity Jennifer
Love Hewitt. Since the campaign was launched, we have seen accelerated retail sell-through of the
All-Over Comfort Bra.
Hanesbrands Inc. Reports First-Quarter 2007 Results Page 3
The Champion brand has achieved annual compound growth of more than 15 percent over the past two
years and has increased distribution penetration in the mid-tier department store, sporting goods
and mass retail channels. Innovative additions to the Champion product lines of performance
apparel, activewear, sports bras, socks and underwear include double-dry fabric jerseys, shorts and
other products.
Hanesbrands continues to execute its long-term global supply chain strategy of moving production to
lower-cost countries to increase competitiveness. In the first quarter of 2007, the company
announced plans to close two domestic textile facilities and two domestic distribution centers.
The company also ended operations at three facilities for which closure plans had been previously
announced. The company recognized $21.5 million in restructuring and related charges in the
quarter, $4.6 million of which were noncash.
We continue to successfully execute our core improvement strategies of reducing costs, increasing
investment in our strongest brands and generating cash, Noll said. These efforts are fundamental
to our model to create value and drive growth in sales, operating profit and diluted earnings per
share beyond this baseline year.
Hanesbrands Policy on Guidance
Hanesbrands follows a policy of not providing quarterly or annual EPS guidance. The company plans
to communicate appropriately to provide investors with an understanding of long-term goals, the
trends associated with its business and current financial performance.
Webcast Conference Call
Hanesbrands will host a live Internet webcast of its quarterly investor conference call at 10 a.m.
EDT today. The live Internet broadcast may be accessed on the home page of the Hanesbrands
corporate Web site, www.hanesbrands.com. The call is expected to conclude by 11 a.m. EDT.
An archived replay of the conference call webcast will be available in the investors section of the
Hanesbrands corporate Web site. A telephone playback will be available from approximately noon EDT
today until midnight EDT on May 3, 2007. The replay will be available by calling toll-free (888)
286-8010, or (617) 801-6888 for international callers. The replay pass code is 62716555.
Cautionary Statement Concerning Forward-Looking Statements
Statements in this press release that are not statements of historical fact are forward-looking
statements, including those regarding our launch as an independent company and the benefits
expected from that launch, 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
Hanesbrands Inc. Reports First-Quarter 2007 Results Page 4
to differ materially from those described in or implied by such forward-looking statements. These
risks and uncertainties include the following: our ability to migrate our production and
manufacturing operations to lower-cost countries around the world; our ability to effectively
implement other components of our business strategy; costs and adverse publicity from violations of
labor or environmental laws by us or our suppliers; our ability to successfully manage adverse
changes in social, political, economic, legal and other conditions affecting our foreign
operations; retailer consolidation and other changes in the apparel essentials industry; our
ability to keep pace with changing consumer preferences; loss of or reduction in sales to, or
financial difficulties experienced by, any of our top customers; fluctuations in the price or
availability of cotton or labor; our substantial debt and debt-service requirements that restrict
our operating and financial flexibility and impose significant interest and financing costs; and
other risks identified from time to time in our 2006 Annual Report on Form 10-K, 2006 Transitional
Report on Form 10-KT, 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 50,000 employees in 24 countries. More information may be found on the companys Web
site at www.hanesbrands.com.
# # #
TABLE 1
HANESBRANDS INC.
Condensed Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)
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Quarter Ended |
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March 31, 2007 |
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April 1, 2006 |
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% Change |
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Net sales: |
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Innerwear |
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$ |
590,447 |
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$ |
593,620 |
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Outerwear |
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283,635 |
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267,286 |
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Hosiery |
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73,693 |
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77,314 |
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International |
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90,777 |
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91,966 |
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Other |
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15,398 |
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16,997 |
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Total segment net sales |
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1,053,950 |
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1,047,183 |
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Less: Intersegment |
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14,056 |
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14,323 |
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Total net sales |
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1,039,894 |
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1,032,860 |
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0.7 |
% |
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Cost of sales |
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700,215 |
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691,968 |
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Gross profit |
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339,679 |
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340,892 |
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-0.4 |
% |
As a % of net sales |
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32.7 |
% |
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33.0 |
% |
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Selling, general and administrative expenses |
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254,567 |
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243,370 |
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As a % of net sales |
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24.5 |
% |
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23.6 |
% |
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Restructuring |
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16,246 |
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1,284 |
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Operating profit |
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68,866 |
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96,238 |
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-28.4 |
% |
As a % of net sales |
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6.6 |
% |
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9.3 |
% |
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Interest expense, net |
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51,717 |
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3,100 |
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Income before income taxes |
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17,149 |
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93,138 |
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Income tax expense |
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5,145 |
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18,546 |
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Net income |
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$ |
12,004 |
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$ |
74,592 |
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-83.9 |
% |
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Earnings per share (1): |
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Basic |
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$ |
0.12 |
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$ |
0.77 |
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Diluted |
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$ |
0.12 |
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$ |
0.77 |
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Weighted average shares outstanding (1): |
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Basic |
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96,475 |
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96,306 |
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Diluted |
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97,105 |
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96,306 |
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(1) |
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For the quarter ended April 1, 2006, basic and diluted EPS were computed using the
number of common stock shares outstanding on the spinoff date (September 5, 2006). |
TABLE 2
HANESBRANDS INC
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
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March 31, 2007 |
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December 30, 2006 |
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Assets |
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Cash and cash equivalents |
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$ |
149,290 |
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$ |
155,973 |
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Trade accounts receivable |
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513,823 |
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488,629 |
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Inventories |
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1,253,668 |
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1,216,501 |
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Other current assets |
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196,566 |
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210,077 |
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Total current assets |
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2,113,347 |
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2,071,180 |
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Property, net |
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530,882 |
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556,866 |
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Intangible assets and goodwill |
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419,714 |
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418,706 |
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Other noncurrent assets |
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390,640 |
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388,868 |
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Total assets |
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$ |
3,454,583 |
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$ |
3,435,620 |
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Liabilities |
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Accounts payable and accrued liabilities |
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$ |
615,847 |
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$ |
587,542 |
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Other current liabilities |
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30,929 |
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23,639 |
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Total current liabilities |
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646,776 |
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611,181 |
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Long-term debt |
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2,474,625 |
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2,484,000 |
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Other noncurrent liabilities |
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241,862 |
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271,168 |
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Total liabilities |
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3,363,263 |
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3,366,349 |
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Equity |
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91,320 |
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69,271 |
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Total liabilities and equity |
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$ |
3,454,583 |
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$ |
3,435,620 |
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TABLE 3
HANESBRANDS INC.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
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Quarter Ended |
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March 31, 2007 |
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April 1, 2006 |
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Operating activities: |
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Net income |
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$ |
12,004 |
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$ |
74,592 |
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Depreciation and amortization |
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28,170 |
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29,095 |
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Changes in assets and liabilities, net, and other |
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(40,765 |
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(1,390 |
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Net cash from operating activities |
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(591 |
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102,297 |
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Investing Activities: |
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Purchases of property and equipment, net, and other |
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(3,500 |
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(20,472 |
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Financing Activities: |
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Transactions with parent companies and other |
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(2,759 |
) |
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(136,899 |
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Effect of changes in foreign currency exchange rates on cash |
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167 |
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337 |
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Decrease in cash and cash equivalents |
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(6,683 |
) |
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(54,737 |
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Cash and cash equivalents at beginning of year |
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155,973 |
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510,632 |
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Cash and cash equivalents at end of period |
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$ |
149,290 |
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$ |
455,895 |
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TABLE 4
HANESBRANDS INC.
Supplemental Financial Information
(Dollars in thousands)
(Unaudited)
Reconciliation of Reported Operating Results with
Certain Information Excluding Actions
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Quarter Ended |
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March 31, 2007 |
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April 1, 2006 |
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A. Operating profit excluding actions |
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|
|
|
|
Operating profit as reported |
|
$ |
68,866 |
|
|
$ |
96,238 |
|
Plant closings |
|
|
21,513 |
|
|
|
1,284 |
|
Amortization of gain on postretirement benefits
included in SG&A |
|
|
(2,013 |
) |
|
|
|
|
Spinoff and related charges included in SG&A |
|
|
801 |
|
|
|
4,197 |
|
|
|
|
|
|
|
|
Operating profit excluding actions |
|
$ |
89,167 |
|
|
$ |
101,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of net sales |
|
|
8.6 |
% |
|
|
9.8 |
% |
|
|
|
|
|
|
|
|
|
B. Net income excluding actions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income as reported |
|
$ |
12,004 |
|
|
$ |
74,592 |
|
Plant closings |
|
|
21,513 |
|
|
|
1,284 |
|
Amortization of gain on postretirement benefits
included in SG&A |
|
|
(2,013 |
) |
|
|
|
|
Spinoff and related charges included in SG&A |
|
|
801 |
|
|
|
4,197 |
|
Tax effect on plant closings, amortization of gain and
spinoff and related charges in SG&A |
|
|
(6,090 |
) |
|
|
(1,091 |
) |
|
|
|
|
|
|
|
Net income excluding actions |
|
$ |
26,215 |
|
|
$ |
78,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Supply chain actions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant closings |
|
|
|
|
|
|
|
|
-Accelerated depreciation included in Cost of sales |
|
$ |
5,267 |
|
|
$ |
|
|
-Restructuring |
|
|
16,246 |
|
|
|
1,284 |
|
|
|
|
|
|
|
|
Total |
|
$ |
21,513 |
|
|
$ |
1,284 |
|
|
|
|
|
|
|
|
Noncash amount |
|
$ |
4,634 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,004 |
|
|
$ |
74,592 |
|
Interest expense, net |
|
|
51,717 |
|
|
|
3,100 |
|
Income tax expense |
|
|
5,145 |
|
|
|
18,546 |
|
Depreciation and amortization |
|
|
28,170 |
|
|
|
29,095 |
|
|
|
|
|
|
|
|
Total EBITDA |
|
$ |
97,036 |
|
|
$ |
125,333 |
|
|
|
|
|
|
|
|