EX-99.5 28 g25447exv99w5.htm EX-99.5 exv99w5
Exhibit 99.5
GFSI HOLDINGS, INC. AND SUBSIDIARIES
Quarterly Report
As of October 2, 2010
INDEX
         
    Page
 
       
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
       
 
       
Consolidated Balance Sheets
    2  
Consolidated Statements of Income
    3  
Consolidated Statements of Cash Flows
    4  
Notes to Consolidated Financial Statements
    5  

1


 

GFSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)
                 
    October 2,     July 3,  
    2010     2010  
    (UNAUDITED)          
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 1,501     $ 1,301  
Accounts receivable, net of allowance for doubtful accounts of $571 and $572 at October 2, 2010 and July 3, 2010
    51,557       35,764  
Inventories, net
    46,254       49,546  
Prepaid expenses and other current assets
    1,145       1,178  
Deferred income taxes
    2,148       2,100  
 
           
Total current assets
    102,605       89,889  
Deferred income taxes
          20  
Property, plant and equipment, net of accumulated depreciation of $46,046 and $45,242 at October 2, 2010 and July 3, 2010
    16,032       16,048  
Other assets:
               
Deferred financing costs, net
    1,163       1,544  
Other
    445       436  
 
           
 
    1,608       1,980  
 
           
Total assets
  $ 120,245     $ 107,937  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
               
 
               
Current liabilities:
               
Accounts payable
  $ 18,862     $ 16,293  
Accrued interest expense
    3,274       998  
Accrued expenses
    15,116       11,304  
Accrued taxes payable
    2,534       221  
Current portion of long-term debt
    164,992       168,288  
 
           
Total current liabilities
    204,778       197,104  
 
               
Deferred income taxes, noncurrent
    81        
Other long-term obligations
    3,443       3,318  
Redeemable preferred stock
    22,770       22,491  
 
           
Total liabilities
    231,072       222,913  
 
               
Stockholders’ equity (deficiency):
               
Series A Common Stock, $.01 par value, 1,000 shares authorized, 1,000 shares issued at October 2, 2010 and July 3, 2010
           
Series B Common Stock, $.01 par value, 1,000 shares authorized, 1,000 shares issued at October 2, 2010 and July 3, 2010
           
Series C Common Stock, $.01 par value, 17,000 shares authorized, 8,250 shares issued at October 2, 2010 and July 3, 2010
           
Series F Preferred Stock, no par value, 1,157 shares authorized, 1,144 shares issued at October 2, 2010 and July 3, 2010
           
Additional paid-in capital
    1,025       1,025  
Accumulated deficiency
    (111,830 )     (115,979 )
Treasury Stock, at cost (290 Series A shares at October 2, 2010 and July 3, 2010)
    (22 )     (22 )
 
           
Total stockholders’ equity (deficiency)
    (110,827 )     (114,976 )
 
           
Total liabilities and stockholders’ equity (deficiency)
  $ 120,245     $ 107,937  
 
           
See notes to consolidated financial statements.

2


 

GFSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED) (In thousands)
                 
    Quarter Ended  
    October 2,     September 26,  
    2010     2009  
Net sales
  $ 80,052     $ 70,037  
Cost of sales
    47,197       41,165  
 
           
Gross profit
    32,855       28,872  
Operating expenses:
               
Selling
    14,616       12,440  
General and administrative
    6,688       5,942  
 
           
 
    21,304       18,382  
 
           
Operating income
    11,551       10,490  
Other income (expense):
               
Gain on early extinguishment of debt
          3,554  
Interest expense
    (4,447 )     (4,868 )
 
           
 
    (4,447 )     (1,314 )
 
           
Income before income taxes
    7,104       9,176  
Income tax expense
    2,965       4,133  
 
           
Net income
  $ 4,139     $ 5,043  
 
           
See notes to consolidated financial statements.

3


 

GFSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED) (In thousands)
                 
    Quarter Ended  
    October 2,     September 26,  
    2010     2009  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 4,139     $ 5,043  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    828       837  
Amortization of deferred financing costs
    382       385  
Gain on early extinguishment of debt
          (3,554 )
Deferred income taxes and other
    178       1,717  
Preferred stock dividends
    279       310  
Accretion of discount on long-term debt
    1,211       1,126  
Changes in operating assets and liabilities:
               
Accounts receivable, net
    (15,793 )     (15,396 )
Inventories, net
    3,292       8,456  
Prepaid expenses, other current assets and other assets
    24       8  
Income taxes payable
    2,313       2,362  
Accounts payable and accrued expenses
    8,657       3,465  
 
           
Net cash provided by operating activities
    5,510       4,759  
 
           
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchases of property, plant and equipment
    (812 )     (539 )
 
           
Net cash used in investing activities
    (812 )     (539 )
 
           
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net change in short term borrowings and revolving credit agreement
    (4,485 )     3,928  
Payments on long-term debt
    (22 )     (1,791 )
Repurchase of Company bonds
          (5,492 )
Cash paid for financing costs
    (1 )     (91 )
 
           
Net cash used in financing activities
    (4,508 )     (3,446 )
 
           
Effect of foreign exchange rate changes on cash
    10       2  
 
           
Net increase in cash and cash equivalents
    200       776  
Cash and cash equivalents at beginning of period
    1,301       701  
 
           
Cash and cash equivalents at end of period
  $ 1,501     $ 1,477  
 
           
Supplemental cash flow information:
               
Interest paid
  $ 298     $ 490  
 
           
Income taxes paid
  $ 468     $ 62  
 
           
See notes to consolidated financial statements.

4


 

GFSI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 2, 2010
1. Basis of Presentation
     In fiscal 2007, GearCo, Inc. (“GearCo”) was formed to acquire GFSI Holdings, Inc. (the “Company” or “Holdings”). On December 30, 2006 GearCo acquired substantially all of the common and preferred stock of Holdings in a tax-free exchange. Following the transaction, Holdings became a wholly-owned subsidiary of GearCo.
     The accompanying unaudited consolidated financial statements of GFSI Holdings, Inc. include the accounts of the Company and the accounts of GearCo (its parent) and its wholly-owned subsidiaries, GFSI, Inc. (“GFSI”), Event 1, Inc. (“Event 1”), CC Products, Inc. (“CCP”), GFSI Canada Company and GFSI Southwest S De RL De CV. All inter-company balances and transactions have been eliminated. The unaudited consolidated financial statements have been prepared in accordance with the instructions to Rule 10-01 of Regulation S-X for interim financial information. All normal recurring adjustments considered necessary for a fair presentation have been included. Certain disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes as of and for the year ended July 3, 2010 included as an Exhibit to this registration statement.
     Earnings per share data has been omitted in the unaudited interim consolidated financial statements because the information is not meaningful.
     The preparation of the unaudited interim consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements. These estimates are inherently subject to judgment and actual results could differ.
2. Sale of the Company
On August 10, 2010, Hanesbrands, Inc. (“Hanesbrands”), a Winston-Salem, N.C. company known for brands such as Hanes®, Champion® and Wonderbra®, signed a definitive merger agreement to purchase the preferred and common stock of GearCo for approximately $55 million in cash plus the assumption of all the Company’s debt. The transaction (the “Hanesbrands Transaction”) was approved by both companies’ boards of directors and by the shareholders of GearCo. Upon closing, GearCo will operate as a wholly-owned subsidiary of Hanesbrands.
The definitive merger agreement contained a number of conditions to be met by GearCo prior to closing. The agreement required GearCo to (among other things) maintain certain operating levels of profitability and cash flows; it restricted capital expenditures and borrowings; it required GearCo via GFSI, Inc. (a wholly-owned subsidiary of Holdings) to renew and retain certain major collegiate and pro sports trademark licenses and renew its Under Armour License; it required GFSI, Inc. to maintain its sales relationships with the Company’s two largest customers.
Prior to the signing of the definitive merger agreement, management’s plan was to refinance or restructure maturities of its indebtedness due in fiscal years 2011 and 2012, which aggregated approximately $166.6 million. As a result of the signing of the definitive merger agreement on August 10, 2010, management discontinued its efforts to refinance or restructure its existing indebtedness, as such indebtedness pursuant to the terms of the definitive merger agreement, would be assumed by Hanesbrands. Management believed that cash flows from operating activities and borrowings under its existing revolving bank credit agreement would be adequate to meet short-term and future liquidity requirements prior to the closing of the Hanesbrands Transaction.
On November 1, 2010, Hanesbrands announced that it completed its acquisition of GearCo, Inc. for $55 million and the retirement of approximately $172 million of debt.

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3. Commitments and Contingencies
     In fiscal 2008 the Company commenced the wind down of GFSI Canada Company (“Canada”) and recorded an inventory write-down of $150,000. Canada was administered by the Fletcher Leisure Group, Inc. (Fletcher”). In fiscal 2010 the Company sued Fletcher for breach of its duties. The Company prevailed in the matter and was awarded a judgment of approximately $450,000. Fletcher has appealed the court’s decision and as a conditions of the appeal, posted a bond of $560,000. Management believes that the Company will ultimately prevail and the bond reasonably assures the collectability of the judgment. The judgment is included in accounts receivable at October 2, 2010 and July 3, 2010 in the accompanying consolidated balance sheets.
     The Company, in the normal course of business, may be threatened with or named as a defendant in various lawsuits. It is not possible to determine the ultimate disposition of these matters, however, management is of the opinion that there are no known claims or known contingent claims that are likely to have a material adverse effect on the results of operations, financial condition, or cash flows of the Company.
4. Inventories:
     The following is a summary of inventories at October 2, 2010 and July 3, 2010:
                 
    October 2,     July 3,  
    2010     2010  
(in thousands)   (unaudited)          
Undecorated apparel (“blanks”) and supplies
  $ 43,355     $ 46,252  
Work in process
    397       460  
Finished goods
    4,657       4,102  
 
           
 
    48,409       50,814  
Allowance for markdowns
    (2,155 )     (1,268 )
 
           
Total
  $ 46,254     $ 49,546  
 
           
5. Related Party Transactions
     GFSI declared and paid $90,000 and $1.8 million in distributions to the Company during the first quarters of fiscal 2011 and fiscal 2010, respectively. The distribution in fiscal 2011 enabled the Company to pay interest on the Stockholder notes. The distribution in fiscal 2010 enabled the Company to retire the remaining principal outstanding on both its 11.375% Notes and the Wolff Note and to pay interest on its 11.375% Notes . The Company is dependent upon GFSI to provide funding to service its debt.

6


 

6. Long-term Debt
     The terms of the definitive merger agreement with Hanesbrands, as discussed in note 2, provide for the assumption by Hanesbrands of all the Company’s outstanding obligations. Hanesbrands has advised the Company of its intention to repay all of the Company’s outstanding obligations at closing. Accordingly, the Company’s debt due in fiscal 2011 and beyond is presented in the accompanying Consolidated Balance Sheets as a current obligation.
Long-term debt consists of:
(in thousands)
                 
    October 2,
2010
    July 3,
2010
 
Senior Secured Variable Rate Notes, 10.5% to 11.5%, due June 2011
  $ 95,914     $ 95,914  
Revolving Bank Credit Agreement, variable interest rate, due March 2011
    7,623       12,108  
Senior Secured Payment-In-Kind Notes, floating interest rate, due September 2011
    59,810       58,598  
Stockholder Notes payable, 12%, due 2018
    1,500       1,500  
Other
    145       168  
 
           
 
    164,992       168,288  
Less current portion
    164,992       168,288  
 
           
 
  $     $  
 
           
     The Revolving Bank Credit Agreement (“RBCA”) provides for borrowings on a revolving basis at an interest rate based upon LIBOR or prime. The weighted average interest rate in effect at October 2, 2010 was 3.6%. In addition, the RBCA provides for the issuance of letters of credit on behalf of GFSI. As of October 2, 2010, $7.6 million was borrowed and outstanding, approximately $1.3 million was utilized for outstanding commercial and stand-by letters of credit and $45.8 million was available for future borrowings under the RBCA.
     In August 2009 the Company repurchased and cancelled Senior Secured Variable Rate Notes with a par value of $9.2 million for $5.5 million in cash and recorded a pre-tax gain of approximately $3.6 million. The Company financed the transaction with borrowings under its RBCA. The Company recorded deferred income tax expense on the gain.
     The fair value of long-term debt is not materially different than its carrying amount at October 2, 2010 and the long-term debt was retired at carrying value upon Hanesbrands’ acquisition of the Company on November 1, 2010.

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