-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UbM5akw6RFn0yx7IkCrm6g+nU3ipMmiImpHJYD8zY0CjuxEtSnCQhkgy1E9NqiPV M4+zHP8tcXFRGtkNxEs95A== 0000950136-08-000900.txt : 20080226 0000950136-08-000900.hdr.sgml : 20080226 20080226164345 ACCESSION NUMBER: 0000950136-08-000900 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080226 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080226 DATE AS OF CHANGE: 20080226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARNACO GROUP INC /DE/ CENTRAL INDEX KEY: 0000801351 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 954032739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10857 FILM NUMBER: 08643399 BUSINESS ADDRESS: STREET 1: 501 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: (212) 287-8000 MAIL ADDRESS: STREET 1: 501 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: W ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19861117 8-K 1 file1.htm FORM 8-K

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2008 (February 26, 2008)

The Warnaco Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

     
001-10857
(Commission File Number)
  95-4032739
(IRS Employer Identification No.)
     
501 Seventh Avenue, New York, New York
(Address of principal executive offices)
  10018
(Zip Code)

Registrant’s telephone number, including area code: (212) 287-8000

(Former name or former address, if changed since last report.)

 

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 (see General Instruction A.2.):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 



Item 2.02. Results of Operations and Financial Condition.

On February 26, 2008, The Warnaco Group, Inc. issued a press release announcing results for the fourth quarter and fiscal year ended December 29, 2007. A copy of the press release is attached to this report as Exhibit 99.1 and is being furnished pursuant to Item 2.02 of Form 8-K. The information contained in the press release is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

99.1

Press Release, dated February 26, 2008

 

 

2

 



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

THE WARNACO GROUP, INC.

 

 

 


Date: February 26, 2008

 

By: 


/s/ Lawrence R. Rutkowski

 

 

 

Name: Lawrence R. Rutkowski

 

 

 

Title: Executive Vice President and

          Chief Financial Officer

 

 

3

 



EXHIBIT INDEX

 

Exhibit No.

 

Document

99.1

 

Press Release, dated February 26, 2008

 

 

4

 


EX-99.1 2 file2.htm PRESS RELEASE

 


Investor Relations:

 

Deborah Abraham
Vice President, Investor Relations
(212) 287-8289

 

FOR IMMEDIATE RELEASE

WARNACO REPORTS FOURTH QUARTER AND FISCAL 2007 RESULTS

Company Exceeds Previously Issued Fiscal 2007 Revenue & EPS Guidance

Company Provides Positive Outlook for Fiscal 2008

 

 

NEW YORK – February 26, 2008 – The Warnaco Group, Inc. (NASDAQ: WRNC) today reported results for the fourth quarter and fiscal year ended December 29, 2007.

For the fourth quarter:

Net revenues were $473.0 million, up 6% from the prior year quarter

Gross margin increased 60 basis points to 39% of net revenues from the prior year quarter

Income from continuing operations was $22.2 million compared to $26.4 million in the prior year quarter

For the fourth quarter, on an adjusted (non-GAAP) basis (excluding businesses expected to be discontinued in fiscal 2008, pension income, certain tax related items and restructuring expenses):

Net revenues were $467.1 million, up 7% from the prior year quarter

Gross margin increased 300 basis points to 42% of net revenues from the prior year quarter

Income from continuing operations was $19.8 million compared to $21.6 million in the prior year quarter

For the year:

Net revenues were $1.9 billion, up 12% from the prior year

Gross margin increased 190 basis points to 40% of net revenues from the prior year

Operating income increased 15% to $137.0 million and operating margin increased 20 basis points to 7% of net revenues

Income per diluted share from continuing operations was $1.78 compared to $1.41 in the prior year

 

 

1

 



For the year, on an adjusted (non-GAAP) basis (excluding businesses expected to be discontinued in fiscal 2008, pension income, certain tax related items and restructuring expenses):

Net revenues were $1.8 billion, up 13% over the prior year

Gross margin increased 330 basis points to 42% of net revenues from the prior year

Operating income increased 42% to $167.4 million and operating margin increased 190 basis points to over 9% of net revenues

Income per diluted share from continuing operations increased 63% to $2.26 compared to $1.39 in the prior year

The Company believes it is valuable for users of the Company’s financial statements to be made aware of the adjusted financial information, as such measures are used by management to evaluate the operating performance of the Company’s continuing businesses on a comparable basis.

The accompanying tables provide a reconciliation of actual results to the adjusted results.

Joe Gromek, Warnaco’s President and Chief Executive Officer, commented, “We delivered strong results throughout fiscal 2007. Not only did we achieve significant revenue and earnings per share growth during the year, we also strategically positioned the Company to maximize our global growth opportunities in 2008 and beyond. In particular, we believe that our efforts to rationalize our portfolio will allow us to focus resources on our higher margin businesses, and capitalize on expansion opportunities on a global basis. We believe this is most apparent in our Calvin Klein businesses, where we have added categories and channels (including new direct to consumer initiatives) to our existing portfolio to support our continued growth.”

Mr. Gromek concluded, “We are off to a good start in 2008, and while no one is immune to macroeconomic trends, we believe our global business model and channel diversity will continue to differentiate us from our industry peers and will enable us to drive profitable growth and advance shareholder value in the near and long term.”

Fourth Quarter Highlights

Total Company

Net revenues rose 6% to $473.0 million from $447.6 million in the prior year period. Gross margin increased 60 basis points to 39% of net revenues, and selling, general and administrative expenses (“SG&A”) as a percentage of net revenues rose to 35% from 30% in the prior year quarter. SG&A includes approximately $3.4 million and $1.9 million of expense related to restructuring and certain businesses to be discontinued in fiscal 2008, respectively. Operating income was $26.1 million compared to $40.1 million in the prior year quarter.

 

 

2

 



On an adjusted basis, as detailed in the accompanying tables, net revenues rose 7% to $467.1 million from $437.2 million in the prior year period and gross margin increased 300 basis points to 42% of net revenues compared to the prior year quarter. SG&A, as a percentage of net revenues, rose to 34% from 30% in the prior year quarter, driven by the mix in business (favoring international and direct to consumer) as well as an incremental $4.8 million in marketing expense. Operating income decreased to $34.0 million from $37.4 million in the fourth quarter of fiscal 2006.

Income from continuing operations was $22.2 million, or $0.48 per diluted share, compared to $26.4 million, or $0.57 per diluted share, in the prior year period and includes pre-tax expense related to restructuring and pre-tax losses related to certain businesses to be discontinued in 2008 of $14.7 million and $1.0 million, respectively. Net income was $0.49 per diluted share compared to $0.41 per diluted share in the fourth quarter of fiscal 2006.

On an adjusted basis, as detailed in the accompanying tables, income from continuing operations was $19.8 million, or $0.43 per diluted share, compared to $21.6 million, or $0.47 per diluted share, in the prior year quarter. Net income, which includes the effects of discontinued operations, was $0.42 per diluted share compared to $0.32 per diluted share in the prior year quarter.

The provision for income taxes was a credit of $3.8 million, primarily related to the calculation of the Company’s annualized tax rate and a benefit due to the release of valuation allowances related to the Company’s ability to recognize the benefit of certain deferred tax assets. On an adjusted basis, as detailed in the accompanying tables, the provision for income taxes was $6.6 million, or an effective tax rate of 25%, compared to $6.6 million, or an effective tax rate of 23%, for the prior year quarter. The Company expects that its effective tax rate for 2008 will be in the range of 25%-27%.

The translation of foreign currencies, primarily as a result of a stronger euro and Canadian dollar, increased fourth quarter 2007 net revenues and operating income by approximately $19.8 million and $3.1 million, respectively, compared to the fourth quarter of fiscal 2006.

Segment Results

The following segment results are as reported and have not been adjusted.

Sportswear

Sportswear Group revenues increased 10% to $245.7 million from $223.3 million in the prior year quarter, driven by significant revenue growth in the Company’s global Calvin Klein jeans business offset by modest declines in Chaps revenues. Operating income was $16.6 million, or 7% of Sportswear Group net revenues, compared to $18.2 million, or 8% of Sportswear Group revenues, in the prior year quarter. Increased selling cost related to the retail expansion of Calvin Klein jeans, $4.5 million of incremental marketing expense and a timing shift in the sales of certain higher margin sportswear businesses adversely affected quarterly results.

 

 

3

 



Intimate Apparel

Intimate Apparel Group revenues rose 16% to $177.6 million from $153.5 million in the prior year quarter and operating income was $29.8 million, or 17% of Intimate Apparel Group net revenues compared to $26.7 million, or 17% of Intimate Apparel Group net revenues, in the prior year quarter. Strong global growth in the Calvin Klein Underwear wholesale and retail businesses drove the gains in both revenues and operating income. Increased expenses associated with the Company’s retail expansion and $1.1 million of restructuring expense adversely affected fourth quarter operating margins.

Swimwear

Swimwear Group revenues were $49.7 million compared to $70.8 million in the prior year quarter, due largely to lower than anticipated membership club sales. The Swimwear Group’s operating loss was $17.9 million compared to operating income of $7.4 million in the prior year quarter. Operating results include approximately $14.0 million of restructuring expense associated with the Company’s previously announced exit from its designer swim businesses (excluding Calvin Klein) and $6.0 million of one-time items directly related to the Company’s exit from owned manufacturing.

Fiscal 2007 Highlights

Net revenues rose 12% to $1.9 billion from $1.7 billion in the prior year. Gross margin increased 190 basis points to 40% of net revenues. SG&A, as a percentage of net revenues, rose to 33% from 31% in the prior year. SG&A includes $11.1 million and $8.2 million, respectively, of expense related to restructuring and certain businesses to be discontinued in fiscal 2008. Operating income increased to $137.0 million, or 7% of net revenues, from $119.0 million, or 7% of net revenues, in the prior year.

On an adjusted basis, as detailed in the accompanying tables, net revenues rose 13% to $1.8 billion from $1.6 billion in the prior year and gross margin increased 330 basis points to 42% of net revenues compared to the prior year. SG&A expenses, as a percentage of net revenues, rose to 32% from 31% in the prior year, driven by the mix in business (favoring international and direct to consumer), as well as an incremental $9.8 million in marketing expense. Operating income increased to $167.4 million, or 9% of net revenues, from $117.5 million, or 7% of net revenues, in fiscal 2006.

Income from continuing operations was $82.9 million, or $1.78 per diluted share, compared to $66.2 million, or $1.41 per diluted share, in the prior year and includes pre-tax expense related to restructuring and pre-tax losses related to certain businesses to be discontinued in 2008 of $32.6 million and $6.7 million, respectively. Net income was $1.70 per diluted share compared to $1.08 in fiscal 2006.

On an adjusted basis, as detailed in the accompanying tables, income from continuing operations was $105.5 million, or $2.26 per diluted share, compared to $65.1 million, or $1.39 per diluted share, in the prior year and net income was $2.04 per diluted share compared to $1.05 per diluted share in fiscal 2006.

 

 

4

 



The translation of foreign currencies, primarily as a result of a stronger euro and Canadian dollar, increased fiscal 2007 net revenues and operating income by approximately $52.4 million and $8.6 million, respectively, compared to fiscal 2006.

Balance Sheet

Cash and cash equivalents at December 29, 2007 were $191.9 million compared to $167.0 million at December 30, 2006. During the fourth quarter the Company used approximately $25.0 million to repurchase approximately 634,000 shares of its common stock under its share repurchase plans and used approximately $20.0 million to reduce debt. For the year, the Company repurchased 1.5 million shares of its common stock at an aggregate cost of approximately $55.0 million and used approximately $79.0 million to reduce debt.

Inventories were $332.7 million at December 29, 2007, an 18% decline, compared to $407.6 million at December 30, 2006, primarily as a result of discontinued operations. On a comparable basis, excluding inventories related to discontinued businesses and businesses to be discontinued in 2008, inventories were down 1% while adjusted 2007 revenues rose 13%.

Fiscal 2008 Outlook

For fiscal 2008, on an adjusted basis (excluding restructuring expenses), the Company expects net revenues to grow 7% – 9% over comparable fiscal 2007 levels and expects diluted earnings per share from continuing operations in the range of $2.50 – $2.60 (assuming minimal pension expense).

The accompanying tables provide a reconciliation of expected revenue growth and expected diluted earnings per share from continuing operations, on a GAAP basis (7% – 9% and $2.18 – $2.25 per diluted share (assuming minimal pension expense), respectively), to the adjusted fiscal 2008 outlook above.

Conference Call Information

Stockholders and other persons are invited to listen to the fourth quarter and fiscal 2007 earnings conference call scheduled for today, Tuesday, February 26, 2008, at 5:00 p.m. EST. To participate in Warnaco’s conference call, dial (877) 692-2592 approximately five minutes prior to the 5:00 p.m. start time. The call will also be broadcast live over the Internet at www.warnaco.com. An online archive will be available following the call.

This press release was furnished to the SEC (www.sec.gov) and may also be accessed through the Company’s internet website: www.warnaco.com.

ABOUT WARNACO

The Warnaco Group, Inc., headquartered in New York, is a leading apparel company engaged in the business of designing, sourcing, marketing and selling intimate apparel, menswear, jeanswear, swimwear, men’s and women’s sportswear and accessories under

 

 

5

 



such owned and licensed brands as Warner’s®, Olga®, Body Nancy Ganz®, and Speedo®, as well as Chaps® sportswear and denim, and Calvin Klein® men’s and women’s underwear, men’s and women’s bridge apparel and accessories, men’s and women’s jeans and jeans accessories, junior women’s and children’s jeans and men’s and women’s swimwear.

FORWARD-LOOKING STATEMENTS

The Warnaco Group, Inc. notes that this press release, the conference call scheduled for February 26, 2008 and certain other written, electronic and oral disclosure made by the Company from time to time, may contain forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties and reflect, when made, the Company’s estimates, objectives, projections, forecasts, plans, strategies, beliefs, intentions, opportunities and expectations. Actual results may differ materially from anticipated results or expectations and investors are cautioned not to place undue reliance on any forward-looking statements. Statements other than statements of historical fact are forward-looking statements. These forward-looking statements may be identified by, a mong other things, the use of forward-looking language, such as the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “may,” “project,” “scheduled to,” “seek,” “should,” “will be,” “will continue,” “will likely result,” or the negative of those terms, or other similar words and phrases or by discussions of intentions or strategies.

The following factors, among others and in addition to those described in the Company’s reports filed with the SEC (including, without limitation, those described under the headings “Risk Factors” and “Statement Regarding Forward-Looking Disclosure,” as such disclosure may be modified or supplemented from time to time), could cause the Company’s actual results to differ materially from those expressed in any forward-looking statements made by it: the Company’s ability to execute its repositioning and sale initiatives (including achieving enhanced productivity and profitability) announced on September 18, 2007; economic conditions that affect the apparel industry; the Company’s failure to anticipate, identify or promptly react to changing trends, styles, or brand preferences; further declines in prices in the apparel industry; declining sales resulting from increased competition in the Company’s markets; increases in the prices of raw materials; events which result in difficulty in procuring or producing the Company’s products on a cost-effective basis; the effect of laws and regulations, including those relating to labor, workplace and the environment; changing international trade regulation, including as it relates to the imposition or elimination of quotas on imports of textiles and apparel; the Company’s ability to protect its intellectual property or the costs incurred by the Company related thereto; the risk of product safety issues, defects or other production problems associated with our products; the Company’s dependence on a limited number of customers; the effects of consolidation in the retail sector; the Company’s dependence on license agreements with third parties; the Company’s dependence on the reputation of its brand names, including, in particular, Calvin Klein; the Company’s exposure to conditions in overseas markets in connection with the Company’s foreign operations and the sourcing of products from foreign third-party vendors; the Company’s foreign currency exposure; the Company’s history of insufficient disclosure controls and procedures and internal controls and restated financial statements; unanticipated future internal control deficiencies or weaknesses or ineffective disclosure controls and procedures; the effects of fluctuations in the value of investments of the Company’s pension plan; the sufficiency of cash to fund operations, including capital expenditures; the Company’s ability to service its indebtedness, the effect of changes in interest rates on the Company’s indebtedness that is subject to floating interest rates and the limitations imposed on the Company’s operating and financial flexibility by the agreements governing the Company’s indebtedness; the Company’s dependence on its senior management team and other key personnel; the Company’s reliance on information technology; the limitations on purchases under the Company’s share repurchase program contained in the Company’s debt instruments, the number of shares that the Company purchases under such program and the prices paid for such shares; the Company’s inability to achieve its strategic objectives, including gross margin, SG&A and operating profit goals, as a result of one or more of the factors described above or otherwise; the failure of acquired businesses to generate expected levels of revenues; the failure of the Company to successfully integrate such businesses with its existing businesses (and as a result, not achieving all or a substantial portion of the anticipated benefits of such acquisitions); and such acquired businesses being adversely affected, including by one or more of the factors described above and thereby failing to achieve anticipated revenues and earnings growth.

 

 

6

 



The Company encourages investors to read the section entitled “Risk Factors” and the discussion of the Company’s critical accounting policies under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Discussion of Critical Accounting Policies” included in the Company’s Annual Report on Form 10-K, as such discussions may be modified or supplemented by subsequent reports that the Company files with the SEC. The discussion in this press release is not exhaustive but is designed to highlight important factors that may affect actual results. Forward-looking statements speak only as of the date on which they are made, and, except for the Company’s ongoing obligation under the U.S. federal securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statemen ts, whether as a result of new information, future events or otherwise.

 

 

7

 



Schedule 1

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

As Reported
Fourth Quarter
of Fiscal 2007

 

Discontinued
Operations (b)

 

Restructuring
Charges and
Pension (c)

 

Taxation (d)

 

As Adjusted
Fourth Quarter
of Fiscal 2007 (e)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

472,955

 

$

(5,842

)

$

 

$

 

$

467,113

 

Cost of goods sold

 

 

286,561

 

 

(4,933

)

 

(11,328

)

 

 

 

 

270,300

 

Gross profit

 

 

186,394

 

 

(909

)

 

11,328

 

 

 

 

196,813

 

Selling, general and administrative expenses

 

 

164,989

 

 

(1,872

)

 

(3,401

)

 

 

 

 

159,716

 

Amortization of intangible assets

 

 

3,120

 

 

 

 

 

 

 

 

 

 

 

3,120

 

Pension income

 

 

(7,800

)

 

 

 

 

7,800

 

 

 

 

 

 

Operating income

 

 

26,085

 

 

963

 

 

6,929

 

 

 

 

33,977

 

Other expense

 

 

(600

)

 

 

 

 

 

 

 

 

 

 

(600

)

Interest expense

 

 

9,735

 

 

 

 

 

 

 

 

 

 

 

9,735

 

Interest income

 

 

(1,473

)

 

 

 

 

 

 

 

 

 

 

(1,473

)

Income from continuing operations before provision for income taxes

 

 

18,423

 

 

963

 

 

6,929

 

 

 

 

26,315

 

Provision for income taxes

 

 

(3,805

)

 

 

 

 

 

 

10,357

 

 

6,552

 

Income from continuing operations

 

 

22,228

 

 

963

 

 

6,929

 

 

(10,357

)

 

19,763

 

Loss from discontinued operations, net of taxes

 

 

714

(a)

 

(963

)

 

 

 

 

 

 

 

(249

)

Net income

 

$

22,942

 

$

 

$

6,929

 

$

(10,357

)

$

19,514

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.50

 

$

0.02

 

$

0.15

 

$

(0.23

)

$

0.44

 

Loss from discontinued operations

 

 

0.01

 

 

(0.02

)

 

 

 

 

 

 

Net income

 

$

0.51

 

$

 

$

0.15

 

$

(0.23

)

$

0.44

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.48

 

$

0.02

 

$

0.15

 

$

(0.22

)

$

0.43

 

Loss from discontinued operations

 

 

0.01

 

 

(0.02

)

 

 

 

 

 

(0.01

)

Net income

 

$

0.49

 

$

 

$

0.15

 

$

(0.22

)

$

0.42

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

44,751,397

 

 

44,751,397

 

 

44,751,397

 

 

44,751,397

 

 

44,751,397

 

Diluted

 

 

46,430,923

 

 

46,430,923

 

 

46,430,923

 

 

46,430,923

 

 

46,430,923

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company’s Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company’s remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008. The adjustments seek to present the Company’s consolidated condensed statements of operations on a continuing basis assuming all the Company’s designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007. Amounts include restructuring charges of $672. See notes (c) and (e) below.

(c)

Includes restructuring charges for the fourth quarter of fiscal 2007 primarily related to the disposition of the Company’s manufacturing facilities in Mexico and the rationalization of the Company’s swimwear workforce in California.

This adjustment seeks to present the Company’s consolidated condensed statement of operations on a continuing basis without the effects of restructuring charges or pension income. See note (e) below.

(d)

Adjustment to reflect the Company’s consolidated condensed statement of operations at a normalized tax rate of 24.9%. The Company’s normalized tax rate of 24.9% excludes the effects of operations expected to be discontinued in fiscal 2008, restructuring charges, pension income and certain tax related items (including the effect of the Company’s release of valuation allowances and the effect of uncertain tax positions taken by the Company associated with the application of FIN 48). See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company’s continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 



 

Schedule 1a

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

As Reported
Fourth Quarter
of Fiscal 2006

 

Discontinued
Operations (b)

 

Restructuring
Charges and
Pension (c)

 

Taxation (d)

 

As Adjusted
Fourth Quarter
of Fiscal 2006 (e)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

447,614

 

$

(10,373

)

$

 

$

 

$

437,241

 

Cost of goods sold

 

 

274,090

 

 

(7,837

)

 

 

 

 

 

 

266,253

 

Gross profit

 

 

173,524

 

 

(2,536

)

 

 

 

 

 

170,988

 

Selling, general and administrative expenses

 

 

133,024

 

 

(1,682

)

 

(311

)

 

 

 

 

131,031

 

Amortization of intangible assets

 

 

2,531

 

 

 

 

 

 

 

 

 

 

2,531

 

Pension income

 

 

(2,107

)

 

 

 

2,107

 

 

 

 

 

 

Operating income

 

 

40,076

 

 

(854

)

 

(1,796

)

 

 

 

37,426

 

Other income

 

 

185

 

 

 

 

 

 

 

 

 

 

185

 

Interest expense

 

 

9,952

 

 

 

 

 

 

 

 

 

 

9,952

 

Interest income

 

 

(919

)

 

 

 

 

 

 

 

 

 

(919

)

Income from continuing operations before provision for income taxes

 

 

30,858

 

 

(854

)

 

(1,796

)

 

 

 

28,208

 

Provision for income taxes

 

 

4,429

 

 

 

 

 

 

2,132

 

 

6,561

 

Income from continuing operations

 

 

26,429

 

 

(854

)

 

(1,796

)

 

(2,132

)

 

21,647

 

Loss from discontinued operations, net of taxes

 

 

(7,544

) (a)

 

854

 

 

 

 

 

 

 

 

(6,690

)

Net income

 

$

18,885

 

$

 

$

(1,796

)

$

(2,132

)

$

14,957

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.59

 

$

(0.02

)

$

(0.04

)

$

(0.05

)

$

0.48

 

Loss from discontinued operations

 

 

(0.17

)

 

0.02

 

 

 

 

 

 

(0.15

)

Net income

 

$

0.42

 

$

 

$

(0.04

)

$

(0.05

)

$

0.33

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.57

 

$

(0.02

)

$

(0.04

)

$

(0.05

)

$

0.47

 

Loss from discontinued operations

 

 

(0.16

)

 

0.02

 

 

 

 

 

 

(0.15

)

Net income

 

$

0.41

 

$

 

$

(0.04

)

$

(0.05

)

$

0.32

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

45,044,744

 

 

45,044,744

 

 

45,044,744

 

 

45,044,744

 

 

45,044,744

 

Diluted

 

 

46,055,486

 

 

46,055,486

 

 

46,055,486

 

 

46,055,486

 

 

46,055,486

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company’s Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company’s remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008. The adjustments seek to present the Company’s consolidated condensed statements of operations on a continuing basis assuming all the Company’s designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007. See note (e) below.

(c)

This adjustment seeks to present the Company’s consolidated condensed statement of operations on a continuing basis without the effects of restructuring charges or pension income. See note (e) below.

(d)

Adjustment to reflect the Company’s consolidated condensed statement of operations on a continuing basis at the reported tax rate of 23.3% for fiscal 2006. See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company’s continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 



 

Schedule 2

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

As Reported
Fiscal Year Ended
December 29, 2007 

 

Discontinued
Operations (b)

 

Restructuring
Charges and
Pension (c)

 

Taxation (d)

 

As Adjusted
Fiscal Year Ended
December 29, 2007 (e)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

1,860,120

 

$

(38,088

)

$

 

$

 

$

1,822,032

 

Cost of goods sold

 

 

1,108,315

 

 

(36,587

)

 

(21,561

)

 

 

 

 

1,050,167

 

Gross profit

 

 

751,805

 

 

(1,501

)

 

21,561

 

 

 

 

771,865

 

Selling, general and administrative expenses

 

 

610,516

 

 

(8,166

)

 

(11,086

)

 

 

 

 

591,264

 

Amortization of intangible assets

 

 

13,167

 

 

 

 

 

 

 

 

 

 

13,167

 

Pension income

 

 

(8,838

)

 

 

 

8,838

 

 

 

 

 

 

Operating income

 

 

136,960

 

 

6,665

 

 

23,809

 

 

 

 

167,434

 

Other income

 

 

(7,063

)

 

 

 

 

 

 

 

 

 

(7,063

)

Interest expense, net

 

 

37,718

 

 

 

 

 

 

 

 

 

 

37,718

 

Interest income

 

 

(3,766

)

 

 

 

 

 

 

 

 

 

(3,766

)

Income from continuing operations before provision for income taxes

 

 

110,071

 

 

6,665

 

 

23,809

 

 

 

 

140,545

 

Provision for income taxes

 

 

27,162

 

 

 

 

 

 

 

 

7,834

 

 

34,996

 

Income from continuing operations

 

 

82,909

 

 

6,665

 

 

23,809

 

 

(7,834

)

 

105,549

 

Loss from discontinued operations, net of taxes

 

 

(3,802

)(a)

 

(6,665

)

 

 

 

 

 

 

 

(10,467

)

Net income

 

$

79,107

 

$

 

$

23,809

 

$

(7,834

)

$

95,082

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.85

 

$

0.15

 

$

0.53

 

$

(0.17

)

$

2.35

 

Loss from discontinued operations

 

 

(0.09

)

 

(0.15

)

 

 

 

 

 

(0.23

)

Net income

 

$

1.76

 

$

 

$

0.53

 

$

(0.17

)

$

2.12

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.78

 

$

0.14

 

$

0.51

 

$

(0.17

)

$

2.26

 

Loss from discontinued operations

 

 

(0.08

)

 

(0.14

)

 

 

 

 

 

(0.22

)

Net income

 

$

1.70

 

$

 

$

0.51

 

$

(0.17

)

$

2.04

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

44,908,028

 

 

44,908,028

 

 

44,908,028

 

 

44,908,028

 

 

44,908,028

 

Diluted

 

 

46,618,307

 

 

46,618,307

 

 

46,618,307

 

 

46,618,307

 

 

46,618,307

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company’s Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company’s remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008. The adjustments seek to present the Company’s consolidated condensed statements of operations on a continuing basis assuming all the Company’s designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007. Amounts include restructuring charges of $3,981. See notes (c) and (e) below.

(c)

Includes restructuring charges primarily related to the disposition of the Company’s manufacturing facilities in Canada and Mexico and the rationalization of the Company’s swimwear workforce in California. This adjustment seeks to present the Company’s consolidated condensed statement of operation on a continuing basis without the effects of restructuring charges and pension income. See note (e) below.

(d)

Adjustment to reflect the Company’s consolidated condensed statement of operations at a normalized tax rate of 24.9%. The Company’s normalized tax rate of 24.9% excludes the effects of operations expected to be discontinued in fiscal 2008, restructuring charges, pension income and certain tax related items (including the effect of the Company’s release of valuation allowances and the effect of uncertain tax positions taken by the Company associated with the application of FIN 48). See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company’s continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 



 

Schedule 2a

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

 

As Reported
Fiscal Year Ended
December 30, 2006

 

 

Discontinued
Operations (b)

 

 

Restructuring
Charges and
Pension (c)

 

 

Taxation (d)

 

 

As Adjusted
Fiscal Year Ended
December 30, 2006 (e)

 

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Net revenues

 

$

1,655,268

 

$

(44,068

)

$

 

$

 

$

1,611,200

 

Cost of goods sold

 

 

1,018,228

 

 

(36,295

)

 

 

 

 

 

 

 

981,933

 

Gross profit

 

 

637,040

 

 

(7,773

)

 

 

 

 

 

629,267

 

Selling, general and administrative expenses

 

 

508,129

 

 

(8,263

)

 

(411

)

 

 

 

 

499,455

 

Amortization of intangible assets

 

 

12,269

 

 

 

 

 

 

 

 

 

 

12,269

 

Pension income

 

 

(2,356

)

 

 

 

2,356

 

 

 

 

 

 

Operating income

 

 

118,998

 

 

490

 

 

(1,945

)

 

 

 

117,543

 

Other income

 

 

(2,934

)

 

 

 

 

 

 

 

 

 

(2,934

)

Interest expense

 

 

38,530

 

 

 

 

 

 

 

 

 

 

38,530

 

Interest income

 

 

(2,903

)

 

 

 

 

 

 

 

 

 

(2,903

)

Income from continuing operations before provision for income taxes

 

 

86,305

 

 

490

 

 

(1,945

)

 

 

 

84,850

 

Provision for income taxes

 

 

20,073

 

 

 

 

 

 

(338

)

 

19,735

 

Income from continuing operations

 

 

66,232

 

 

490

 

 

(1,945

)

 

338

 

 

65,115

 

Loss from discontinued operations, net of taxes

 

 

(15,482

)(a)

 

(490

)

 

 

 

 

 

 

 

(15,972

)

Net income

 

$

50,750

 

$

 

$

(1,945

)

$

338

 

$

49,143

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.45

 

$

0.01

 

$

(0.04

)

$

0.01

 

$

1.42

 

Loss from discontinued operations

 

 

(0.34

)

 

(0.01

)

 

 

 

 

 

(0.35

)

Net income

 

$

1.11

 

$

 

$

(0.04

)

$

0.01

 

$

1.07

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.41

 

$

0.01

 

$

(0.04

)

$

0.01

 

$

1.39

 

Loss from discontinued operations

 

 

(0.33

)

 

(0.01

)

 

 

 

 

 

(0.34

)

Net income

 

$

1.08

 

$

 

$

(0.04

)

$

0.01

 

$

1.05

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

45,719,910

 

 

45,719,910

 

 

45,719,910

 

 

45,719,910

 

 

45,719,910

 

Diluted

 

 

46,882,399

 

 

46,882,399

 

 

46,882,399

 

 

46,882,399

 

 

46,882,399

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company’s Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company’s remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008. The adjustments seek to present the Company’s consolidated condensed statements of operations on a continuing basis assuming all the Company’s designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007. See note (e) below.

(c)

This adjustment seeks to present the Company’s consolidated condensed statement of operation on a continuing basis without the effects of restructuring charges or pension income. See note (e) below.

(d)

Adjustment to reflect the Company’s consolidated condensed statement of operations on a continuing basis at the reported tax rate of 23.3% for fiscal 2006. See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company’s continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 



Schedule 3

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

 

 

 

December 29, 2007

 

December 30, 2006

 

 

 

(Unaudited)

 

(Unaudited)

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

191,918

 

$

166,990

 

Accounts receivable, net

 

 

267,450

 

 

294,993

 

Assets held for sale

 

 

 

 

669

 

Inventories

 

 

332,652

 

 

407,617

 

Assets of discontinued operations (a)

 

 

67,931

 

 

5,657

 

Other current assets

 

 

133,211

 

 

72,274

 

Total current assets

 

 

993,162

 

 

948,200

 

Property, plant and equipment, net

 

 

111,916

 

 

122,628

 

Intangible and other assets

 

 

501,425

 

 

610,147

 

TOTAL ASSETS

 

$

1,606,503

 

$

1,680,975

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Short-term debt

 

$

56,115

 

$

108,739

 

Accounts payable and accrued liabilities

 

 

296,492

 

 

337,863

 

Accrued income taxes payable

 

 

9,978

 

 

40,194

 

Liabilities of discontinued operations (b)

 

 

42,566

 

 

7,527

 

Total current liabilities

 

 

405,151

 

 

494,323

 

Long-term debt

 

 

310,500

 

 

332,458

 

Other long-term liabilities

 

 

117,956

 

 

171,280

 

Total stockholders’ equity

 

 

772,896

 

 

682,914

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,606,503

 

$

1,680,975

 

 

(a) Assets of discontinued operations include the following:

 

 

 

 

 

 

 

December 29, 2007

 

December 30, 2006

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

21,487

 

$

3,428

 

Inventories

 

 

28,167

 

 

217

 

Other current assets

 

 

6,741

 

 

1,831

 

Property, plant and equipment, net

 

 

3,001

 

 

181

 

Intangible and other assets

 

 

8,535

 

 

 

Assets of discontinued operations

 

$

67,931

 

$

5,657

 

 

(b) Liabilities of discontinued operations include the following:

 

 

 

 

 

 

 

December 29, 2007

 

December 30, 2006

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

14,867

 

$

3,315

 

Accrued liabilities

 

 

21,693

 

 

4,212

 

Other long-term liabilities

 

 

6,006

 

 

 

Liabilities of discontinued operations

 

$

42,566

 

$

7,527

 

 

 



Schedule 4

THE WARNACO GROUP, INC.

NET REVENUES AND OPERATING INCOME BY BUSINESS GROUP

(Dollars in thousands)

(Unaudited)

 

 

 

Fourth Quarter
of Fiscal 2007

 

Fourth Quarter
of Fiscal 2006

 

Increase /
(Decrease)

 

% Change

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Sportswear Group

 

$

245,729

 

$

223,330

 

$

22,399

 

10.0

%

Intimate Apparel Group

 

 

177,575

 

 

153,513

 

 

24,062

 

15.7

%

Swimwear Group (a)

 

 

49,651

 

 

70,771

 

 

(21,120

)

-29.8

%

Net revenues

 

$

472,955

 

$

447,614

 

$

25,341

 

5.7

%

 

 

 

Fourth Quarter
of Fiscal 2007

 

% of Group
Net Revenues

 

Fourth Quarter
of Fiscal 2006

 

% of Group
Net Revenues

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

Sportswear Group (b)

 

$

16,557

 

6.7

%

$

18,215

 

8.2

%

Intimate Apparel Group (b), (c)

 

 

29,795

 

16.8

%

 

26,732

 

17.4

%

Swimwear Group (b), (c), (d)

 

 

(17,864

)

-36.0

%

 

7,367

 

10.4

%

Unallocated corporate expenses (c)

 

 

(2,403

)

na

 

 

(12,238

)

na

 

Operating income

 

$

26,085

 

na

 

$

40,076

 

na

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income as a percentage of total net revenues

 

 

5.5

%

 

 

 

9.0

%

 

 

(a) Includes $5,842 and $10,373, respectively, for the fourth quarter of fiscal 2007 and for the fourth quarter of fiscal 2006, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

(b) Includes an allocation of shared services expenses as follows:

 

 

 

Fourth Quarter
of Fiscal 2007

 

Fourth Quarter
of Fiscal 2006

 

Sportswear Group

 

$

5,273

 

$

5,342

 

Intimate Apparel Group

 

$

4,062

 

$

3,388

 

Swimwear Group

 

$

5,185

 

$

4,124

 

(c) Includes restructuring charges as follows:

 

 

 

Fourth Quarter
of Fiscal 2007

 

Fourth Quarter
of Fiscal 2006

 

Sportswear Group

 

$

 

$

 

Intimate Apparel Group

 

 

1,099

 

 

 

Swimwear Group

 

 

14,001

(i)

 

 

Unallocated corporate expenses

 

 

301

 

 

311

 

 

 

$

15,401

 

$

311

 

(i)

Includes $672 related to brands the Company intends to classify as discontinued operations in fiscal 2008.

 

(d) Includes losses of $963 and $854, respectively, for the fourth quarter of fiscal 2007 and fourth quarter of fiscal 2006 related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

 

 

 



Schedule 5

THE WARNACO GROUP, INC.

NET REVENUES AND OPERATING INCOME BY BUSINESS GROUP

(Dollars in thousands)

(Unaudited)

 

Net revenues:

 

Fiscal Year Ended
December 29, 2007

 

Fiscal Year Ended
December 30, 2006

 

Increase /
(Decrease)

 

% Change

 

Sportswear Group

 

$

939,147

 

$

791,634

 

$

147,513

 

18.6

%

Intimate Apparel Group

 

 

629,433

 

 

545,149

 

 

84,284

 

15.5

%

Swimwear Group (a)

 

 

291,540

 

 

318,485

 

 

(26,945

)

-8.5

%

Net revenues

 

$

1,860,120

 

$

1,655,268

 

$

204,852

 

12.4

%

 

 

 

Fiscal Year Ended
December 29, 2007

 

% of Group
Net Revenues

 

Fiscal Year Ended
December 30, 2006

 

% of Group
Net Revenues

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

Sportswear Group (b), (c)

 

$

99,182

 

10.6

%

$

60,141

 

7.6

%

Intimate Apparel Group (b), (c)

 

 

109,219

 

17.4

%

 

79,315

 

14.5

%

Swimwear Group (b), (c), (d)

 

 

(33,341

)

-11.4

%

 

17,287

 

5.4

%

Unallocated corporate expenses

 

 

(38,100

)

na

 

 

(37,745

)

na

 

Operating income

 

$

136,960

 

na

 

$

118,998

 

na

 

Operating income as a percentage of total net revenues

 

 

7.4

%

 

 

 

7.2

%

 

 

(a)

Includes $38,088 and $44,068 for fiscal 2007 and fiscal 2006, respectively, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

(b)

Includes an allocation of shared services expenses as follows:

 

 

 

Fiscal Year Ended
December 29, 2007

 

Fiscal Year Ended
December 30, 2006

 

Sportswear Group

 

$

21,092

 

$

21,855

 

Intimate Apparel Group

 

$

16,240

 

$

13,888

 

Swimwear Group

 

$

21,776

 

$

16,425

 

 

 

 

 

 

 

 

 

(c)

Includes restructuring charges as follows:

 

 

 

Fiscal Year Ended
December 29, 2007

 

Fiscal Year Ended
December 30, 2006

 

Sportswear Group

 

$

119

 

$

 

Intimate Apparel Group

 

 

2,142

 

 

 

Swimwear Group (i)

 

 

34,089

 

 

 

Unallocated corporate expenses

 

 

278

 

 

411

 

 

 

$

36,628

 

$

411

 

(i)

Includes $3,981 related to brands the Company intends to classify as discontinued operations in fiscal 2008.

(d)

Includes losses of $6,665 and $490, respectively, for fiscal 2007 and fiscal 2006 related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

 

 



Schedule 6

THE WARNACO GROUP, INC.

NET REVENUES AND OPERATING INCOME BY REGION & CHANNEL

(Dollars in thousands)

(Unaudited)

By Region:

 

 

 

Net Revenues 

 

 

 

Fourth Quarter
of Fiscal 2007

 

Fourth Quarter
of Fiscal 2006

 

Increase

 

% Change

 

United States

 

$

224,588

 

$

259,288

 

$

(34,700

)

-13.4

%

Europe

 

 

125,865

 

 

93,525

 

 

32,340

 

34.6

%

Asia

 

 

68,507

 

 

52,313

 

 

16,194

 

31.0

%

Canada

 

 

32,241

 

 

23,861

 

 

8,380

 

35.1

%

Mexico, Central and South America

 

 

21,754

 

 

18,627

 

 

3,127

 

16.8

%

Total (a)

 

$

472,955

 

$

447,614

 

$

25,341

 

5.7

%

(a)

For the fourth quarter of fiscal 2007 and fourth quarter of fiscal 2006, includes domestic net revenues of $4,941 and $9,839, respectively, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008. For the fourth quarter of fiscal 2007and fourth quarter of fiscal 2006, includes foreign net revenues of $901 and $534, respectively, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

 

 

 

Operating Income

 

 

 

Fourth Quarter
of Fiscal 2007

 

Fourth Quarter
of Fiscal 2006

 

Increase /
(Decrease)

 

% Change

 

United States

 

$

(7,937

)

$

28,680

 

$

(36,617

)

-127.7

%

Europe

 

 

15,073

 

 

6,623

 

 

8,450

 

127.6

%

Asia

 

 

9,144

 

 

8,411

 

 

733

 

8.7

%

Canada

 

 

8,529

 

 

5,998

 

 

2,531

 

42.2

%

Mexico, Central and South America

 

 

3,679

 

 

2,602

 

 

1,077

 

41.4

%

Unallocated corporate expenses

 

 

(2,403

)

 

(12,238

)

 

9,835

 

-80.4

%

Total (a)

 

$

26,085

 

$

40,076

 

$

(13,991

)

-34.9

%

(a)

For the fourth quarter of fiscal 2007 and fourth quarter of fiscal 2006, includes domestic operating losses (income) of $1,296 and $(1,020), respectively, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008. For the fourth quarter of fiscal 2007 and fourth quarter of fiscal 2006, includes foreign operating losses (income) of $(332) and $166, respectively, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

By Channel:

 

 

 

Net Revenues

 

 

 

Fourth Quarter
of Fiscal 2007

 

Fourth Quarter
of Fiscal 2006

 

Increase

 

% Change

 

Wholesale

 

$

375,094

 

$

371,539

 

$

3,555

 

1.0

%

Retail

 

 

97,861

 

 

76,075

 

 

21,786

 

28.6

%

Total

 

$

472,955

 

$

447,614

 

$

25,341

 

5.7

%

 

 

 

Operating Income 

 

 

 

Fourth Quarter
of Fiscal 2007

 

Fourth Quarter
of Fiscal 2006

 

Increase /
(Decrease)

 

% Change

 

Wholesale

 

$

14,520

 

$

41,421

 

$

(26,901

)

-64.9

%

Retail

 

 

13,968

 

 

10,893

 

 

3,075

 

28.2

%

Unallocated corporate expenses

 

 

(2,403

)

 

(12,238

)

 

9,835

 

-80.4

%

Total

 

$

26,085

 

$

40,076

 

$

(13,991

)

-34.9

%

 

 



Schedule 7

THE WARNACO GROUP, INC.

NET REVENUES AND OPERATING INCOME BY REGION & CHANNEL

(Dollars in thousands)

(Unaudited)

 

By Region:

 

Net Revenues

 

 

 

Fiscal Year
Ended
December 29,
2007

 

Fiscal Year
Ended
December 30,
2006

 

Increase

 

% Change

 

United States

 

$

961,716

 

$

973,042

 

$

(11,326

)

-1.2

%

Europe

 

 

471,706

 

 

329,950

 

 

141,756

 

43.0

%

Asia

 

 

249,680

 

 

191,756

 

 

57,924

 

30.2

%

Canada

 

 

106,199

 

 

95,085

 

 

11,114

 

11.7

%

Mexico, Central and South America

 

 

70,819

 

 

65,435

 

 

5,384

 

8.2

%

Total (a)

 

$

1,860,120

 

$

1,655,268

 

$

204,852

 

12.4

%

(a) For fiscal 2007 and fiscal 2006 includes domestic net revenues of $34,563 and $41,139, respectively, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

For fiscal 2007 and fiscal 2006 includes foreign net revenues of $3,525 and $2,929, respectively, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

 

 

 

Operating Income

 

 

 

Fiscal Year
Ended
December 29,
2007

 

Fiscal Year
Ended
December 30,
2006

 

Increase /
(Decrease)

 

% Change

 

United States

 

$

32,520

 

$

59,397

 

$

(26,877

)

-45.2

%

Europe

 

 

73,971

 

 

33,202

 

 

40,769

 

122.8

%

Asia

 

 

34,277

 

 

31,380

 

 

2,897

 

9.2

%

Canada

 

 

22,585

 

 

22,658

 

 

(73

)

-0.3

%

Mexico, Central and South America

 

 

11,707

 

 

10,095

 

 

1,612

 

16.0

%

Unallocated corporate expenses

 

 

(38,100

)

 

(37,734

)

 

(366

)

1.0

%

Total (a)

 

$

136,960

 

$

118,998

 

$

17,962

 

15.1

%

(a) For fiscal 2007 and fiscal 2006 includes domestic operating losses of $7,780 and $810, respectively, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

For fiscal 2007 and fiscal 2006 includes foreign operating income of $1,116 and $320, respectively, related to the remaining designer brands (excluding Calvin Klein) which the Company intends to classify as discontinued operations in fiscal 2008.

 

By Channel:

 

Net Revenues

 

 

 

Fiscal Year
Ended
December 29,
2007

 

Fiscal Year
Ended
December 30,
2006

 

Increase

 

% Change

 

Wholesale

 

$

1,522,678

 

$

1,408,344

 

$

114,334

 

8.1

%

Retail

 

 

337,442

 

 

246,924

 

 

90,518

 

36.7

%

Total

 

$

1,860,120

 

$

1,655,268

 

$

204,852

 

12.4

%

 

 

 

Operating Income

 

 

 

Fiscal Year
Ended
December 29,
2007

 

Fiscal Year
Ended
December 30,
2006

 

Increase / (Decrease)

 

% Change

 

Wholesale

 

$

123,856

 

$

120,793

 

$

3,063

 

2.5

%

Retail

 

 

51,204

 

 

35,950

 

 

15,254

 

42.4

%

Unallocated corporate expenses

 

 

(38,100

)

 

(37,745

)

 

(355

)

0.9

%

Total

 

$

136,960

 

$

118,998

 

$

17,962

 

15.1

%

 

 



Schedule 8

THE WARNACO GROUP, INC.

SUPPLEMENTAL SCHEDULE – DISCONTINUED BRANDS

(Dollars in thousands)

(Unaudited)

The following table is presented for informational purposes only and summarizes the net revenues and operating income of the businesses for each quarter of 2007 that have been classified as discontinued operations as of December 29, 2007 as well as the businesses the Company intends to classify as discontinued operations in fiscal 2008:

 

 

 

First Quarter 2007 

 

Second Quarter 2007 

 

 

 

Net Revenues

 

Operating Income
(loss)

 

Net Revenues

 

Operating Income
(loss)

 

Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued during fiscal 2006 (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

Intimate Apparel

 

$

55

 

$

154

 

$

35

 

$

45

 

Swimwear

 

 

7,429

 

 

(552

)

 

2,882

 

 

363

 

Discontinued during the 3rd quarter of fiscal 2007 (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

Intimate Apparel

 

 

37,607

 

 

5,246

 

 

21,021

 

 

(731

)

Swimwear

 

 

23,727

 

 

3,382

 

 

17,890

 

 

(2,786

)

Expected to be discontinued during fiscal 2008 (c)

 

 

 

 

 

 

 

 

 

 

 

 

 

Swimwear

 

 

16,606

 

 

3,310

 

 

13,500

 

 

(3,354

)

 

 

 

Third Quarter 2007 

 

Fourth Quarter 2007 

 

 

 

Net Revenues

 

Operating Income
(loss)

 

Net Revenues

 

Operating Income
(loss)

 

Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued during fiscal 2006 (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

Intimate Apparel

 

$

9

 

$

11

 

$

97

 

$

117

 

Swimwear

 

 

570

 

 

(3,057

)

 

333

 

 

(52

)

Discontinued during the 3rd quarter of fiscal 2007 (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

Intimate Apparel

 

 

23,953

 

 

329

 

 

27,641

 

 

1,368

 

Swimwear

 

 

2,094

 

 

(6,767

)

 

5,047

 

 

(1,772

)

Expected to be discontinued during fiscal 2008 (c)

 

 

 

 

 

 

 

 

 

 

 

 

 

Swimwear

 

 

2,141

 

 

(5,648

)

 

5,842

 

 

(963

)

(a) Includes the Company’s JLO, Lejaby Rose, Op (men’s swimwear, sportswear and licensing) and Axcelerate Activewear businesses as well as three Speedo retail outlet stores, which businesses were classified as discontinued operations for financial reporting purposes during fiscal 2006.

(b) Includes the Company’s Anne Cole, Catalina, Cole of California and Ocean Pacific (womens and juniors) businesses as well as Company’s Lejaby business, which businesses were classified as discontinued operations for financial reporting purposes during the third quarter of fiscal 2007.

(c) Includes the Company’s remaining designer Swimwear businesses (excluding the Calvin Klein swim business) which businesses the Company intends to classify as discontinued operations for financial reporting purposes in fiscal 2008.

 

 



 

Schedule 9

THE WARNACO GROUP, INC.

SUPPLEMENTAL SCHEDULE – FISCAL 2008 OUTLOOK

(Dollars in thousands)

(Unaudited)

NET REVENUE GUIDANCE

 

 

 

Percentages
(Unaudited)

 

Estimated growth in net revenues in fiscal 2008 over comparable fiscal 2007 levels

 

 

7.00

%

to

 

9.00

%

EARNINGS PER SHARE GUIDANCE

 

 

 

U.S. Dollars
(Unaudited)

 

Diluted Income per common share from continuing operations

 

 

 

 

 

 

 

 

 

GAAP basis

 

$

2.18

 

to

 

$

2.25

 

Restructuring charges (a)

 

 

0.32

 

to

 

 

0.35

 

As adjusted (Non-GAAP basis) (b)

 

$

2.50

 

to

 

$

2.60

 

(a)

Reflects between $14,000 to $16,000 of restructuring charges (net of an income tax benefit of between $5,000 and $6,000) for fiscal 2008 primarily related to the assignment of the Calvin Klein Collection license to Philips - Van Heusen Corporation.

(b)

The Company believes it is useful for users of the Company’s financial statements to be made aware of the “adjusted” net revenue growth and per share amounts related to the Company’s income from continuing operations as such measures are used by management to evaluate the operating performance of the Company’s continuing businesses on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its projected results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 



 

Schedule 10

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

As Reported
First Quarter
of Fiscal 2007

 

Discontinued
Operations (b)

 

Restructuring
Charges and
Pension (c)

 

Taxation (d)

 

As Adjusted
First Quarter
of Fiscal 2007 (e)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

485,864

 

$

(16,605

)

$

 

$

 

$

469,259

 

Cost of goods sold

 

 

283,141

 

 

(11,274

)

 

(600

)

 

 

 

 

271,267

 

Gross profit

 

 

202,723

 

 

(5,331

)

 

600

 

 

 

 

197,992

 

Selling, general and administrative expenses

 

 

144,870

 

 

(2,030

)

 

(242

)

 

 

 

 

142,598

 

Amortization of intangible assets

 

 

3,434

 

 

 

 

 

 

 

 

 

 

 

3,434

 

Pension income

 

 

(183

)

 

 

 

 

183

 

 

 

 

 

 

Operating income

 

 

54,602

 

 

(3,301

)

 

659

 

 

 

 

51,960

 

Other expense

 

 

(602

)

 

 

 

 

 

 

 

 

 

 

(602

)

Interest expense

 

 

9,312

 

 

 

 

 

 

 

 

 

 

 

9,312

 

Interest income

 

 

(283

)

 

 

 

 

 

 

 

 

 

 

(283

)

Income from continuing operations before provision for income taxes

 

 

46,175

 

 

(3,301

)

 

659

 

 

 

 

43,533

 

Provision for income taxes

 

 

15,559

 

 

 

 

 

 

 

(4,719

)

 

10,840

 

Income from continuing operations

 

 

30,616

 

 

(3,301

)

 

659

 

 

4,719

 

 

32,693

 

Income (Loss) from discontinued operations, net of taxes

 

 

7,357

(a)

 

3,301

 

 

 

 

 

 

 

 

10,658

 

Net income

 

$

37,973

 

$

 

$

659

 

$

4,719

 

$

43,351

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.68

 

$

(0.07

)

$

0.01

 

$

0.10

 

$

0.73

 

Loss from discontinued operations

 

 

0.16

 

 

0.07

 

 

 

 

 

 

0.23

 

Net income

 

$

0.84

 

$

 

$

0.01

 

$

0.10

 

$

0.96

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.66

 

$

(0.07

)

$

0.01

 

$

0.10

 

$

0.71

 

Loss from discontinued operations

 

 

0.16

 

 

0.07

 

 

 

 

 

 

0.23

 

Net income

 

$

0.82

 

$

 

$

0.01

 

$

0.10

 

$

0.94

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

44,977,257

 

 

44,977,257

 

 

44,977,257

 

 

44,977,257

 

 

44,977,257

 

Diluted

 

 

46,270,365

 

 

46,270,365

 

 

46,270,365

 

 

46,270,365

 

 

46,270,365

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company’s Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company’s remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008. The adjustments seek to present the Company’s consolidated condensed statements of operations on a continuing basis assuming all the Company's designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007. See note (e) below.

(c)

Includes restructuring charges for the first quarter of fiscal 2007 primarily related to the closure of the Company’s manufacturing facilities in Canada. This adjustment seeks to present the Company’s consolidated condensed statement of operation on a continuing basis without the effects of restructuring charges or pension income. See note (e) below.

(d)

Adjustment to reflect the Company’s consolidated condensed statement of operations at a normalized tax rate of 24.9%. The Company’s normalized tax rate of 24.9% excludes the effects of operations expected to be discontinued in fiscal 2008, restructuring charges, pension income and certain tax related items (including the effect of the Company’s release of valuation allowances and the effect of uncertain tax positions taken by the Company associated with the application of FIN 48). See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company’s continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 



Schedule 11

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

As Reported
First Quarter
of Fiscal 2006

 

Discontinued
Operations (b)

 

Restructuring
Charges and
Pension (c)

 

Taxation (d)

 

As Adjusted
First Quarter
of Fiscal 2006 (e)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

394,135

 

$

(17,392

)

$

 

$

 

$

376,743

 

Cost of goods sold

 

 

244,758

 

 

(11,987

)

 

 

 

 

 

 

232,771

 

Gross profit

 

 

149,377

 

 

(5,405

)

 

 

 

 

 

143,972

 

Selling, general and administrative expenses

 

 

120,444

 

 

(2,284

)

 

 

 

 

 

 

118,160

 

Amortization of intangible assets

 

 

3,217

 

 

 

 

 

 

 

 

 

 

3,217

 

Pension income

 

 

(83

)

 

 

 

 

83

 

 

 

 

 

 

Operating income

 

 

25,799

 

 

(3,121

)

 

(83

)

 

 

 

22,595

 

Other expense

 

 

1,900

 

 

 

 

 

 

 

 

 

 

 

1,900

 

Interest expense

 

 

8,451

 

 

 

 

 

 

 

 

 

 

 

8,451

 

Interest income

 

 

(475

)

 

 

 

 

 

 

 

 

 

 

(475

)

Income from continuing operations before provision for income taxes

 

 

15,923

 

 

(3,121

)

 

(83

)

 

 

 

12,719

 

Provision for income taxes

 

 

5,769

 

 

 

 

 

 

 

(2,811)

 

 

2,958

 

Income from continuing operations

 

 

10,154

 

 

(3,121

)

 

(83

)

 

2,811

 

 

9,761

 

Income (Loss) from discontinued operations, net of taxes

 

 

3,731

(a)

 

3,121

 

 

 

 

 

 

 

 

6,852

 

Net income

 

$

13,885

 

$

 

$

(83

)

$

2,811

 

$

16,613

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.22

 

$

(0.07

)

$

 

$

0.06

 

$

0.21

 

Loss from discontinued operations

 

 

0.08

 

 

0.07

 

 

 

 

 

 

0.15

 

Net income

 

$

0.30

 

$

 

$

 

$

0.06

 

$

0.36

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.22

 

$

(0.07

)

$

 

$

0.06

 

$

0.21

 

Loss from discontinued operations

 

 

0.08

 

 

0.07

 

 

 

 

 

 

0.15

 

Net income

 

$

0.30

 

$

 

$

 

$

0.06

 

$

0.36

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

46,147,169

 

 

46,147,169

 

 

46,147,169

 

 

46,147,169

 

 

46,147,169

 

Diluted

 

 

46,734,984

 

 

46,734,984

 

 

46,734,984

 

 

46,734,984

 

 

46,734,984

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company's Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company's remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008. The adjustments seek to present the Company's consolidated condensed statements of operations on a continuing basis assuming all the Company's designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007. See note (e) below.

(c)

This adjustment seeks to present the Company's consolidated condensed statement of operation on a continuing basis without the effects of restructuring charges or pension income. See note (e) below.

(d)

Adjustment to reflect the Company's consolidated condensed statement of operations on a continuing basis at the reported tax rate of 23.3% for fiscal 2006. See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company's continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company's operating results.

 

 



Schedule 12

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

As Reported
Second Quarter
of Fiscal 2007 

 

Discontinued
Operations (b)

 

Restructuring
Charges and
Pension (c)

 

Taxation (d)

 

As Adjusted
Second Quarter
of Fiscal 2007 (e)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

426,013

 

$

(13,500

)

$

 

$

 

$

412,513

 

Cost of goods sold

 

 

255,190

 

 

(14,772

)

 

(2,400

)

 

 

 

 

238,018

 

Gross profit

 

 

170,823

 

 

1,272

 

 

2,400

 

 

 

 

174,495

 

Selling, general and administrative expenses

 

 

141,972

 

 

(2,083

)

 

35

 

 

 

 

 

139,924

 

Amortization of intangible assets

 

 

3,617

 

 

 

 

 

 

 

 

 

 

 

3,617

 

Pension income

 

 

(510

)

 

 

 

 

510

 

 

 

 

 

 

Operating income

 

 

25,744

 

 

3,355

 

 

1,855

 

 

 

 

30,954

 

Other expense

 

 

(6,280

)

 

 

 

 

 

 

 

 

 

 

(6,280

)

Interest expense

 

 

9,494

 

 

 

 

 

 

 

 

 

 

 

9,494

 

Interest income

 

 

(753

)

 

 

 

 

 

 

 

 

 

 

(753

)

Income from continuing operations before provision for income taxes

 

 

23,283

 

 

3,355

 

 

1,855

 

 

 

 

28,493

 

Provision for income taxes

 

 

4,407

 

 

 

 

 

 

 

2,688

 

 

7,095

 

Income from continuing operations

 

 

18,876

 

 

3,355

 

 

1,855

 

 

(2,688

)

 

21,398

 

Income (Loss) from discontinued operations, net of taxes

 

 

(5,100

) (a)

 

(3,355

)

 

 

 

 

 

 

 

(8,455

)

Net income

 

$

13,776

 

$

 

$

1,855

 

$

(2,688

)

$

12,943

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.42

 

$

0.07

 

$

0.04

 

$

(0.06

)

$

0.47

 

Loss from discontinued operations

 

 

(0.11

)

 

(0.07

)

 

 

 

 

 

(0.18

)

Net income

 

$

0.31

 

$

 

$

0.04

 

$

(0.06

)

$

0.29

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.41

 

$

0.07

 

$

0.04

 

$

(0.06

)

$

0.46

 

Loss from discontinued operations

 

 

(0.11

)

 

(0.07

)

 

 

 

 

 

(0.18

)

Net income

 

$

0.30

 

$

 

$

0.04

 

$

(0.06

)

$

0.28

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

45,146,246

 

 

45,146,246

 

 

45,146,246

 

 

45,146,246

 

 

45,146,246

 

Diluted

 

 

46,534,530

 

 

46,534,530

 

 

46,534,530

 

 

46,534,530

 

 

46,534,530

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company’s Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company’s remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008.

The adjustments seek to present the Company’s consolidated condensed statements of operations on a continuing basis assuming all the Company’s designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007.

Amounts include restructuring charges of $382. See notes (c) and (e) below.

(c)

Includes restructuring charges for the second quarter of fiscal 2007 primarily related to the rationalization of the Company’s swimwear workforce in California. This adjustment seeks to present the Company’s consolidated condensed statement of operation on a continuing basis without the effects of restructuring charges or pension income. See note (e) below.

(d)

Adjustment to reflect the Company’s consolidated condensed statement of operations at a normalized tax rate of 24.9%. The Company’s normalized tax rate of 24.9% excludes the effects of operations expected to be discontinued in fiscal 2008, restructuring charges, pension income and certain tax related items (including the effect of the Company’s release of valuation allowances and the effect of uncertain tax positions taken by the Company associated with the application of FIN 48). See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company’s continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 



 

Schedule 13

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

As Reported
Second Quarter
of Fiscal 2006

 

 

 

Discontinued
Operations (b)

 

Restructuring
Charges and
Pension (c)

 

Taxation (d)

 

As Adjusted
Second Quarter
of Fiscal 2006 (e)

 

 

 

(Unaudited)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

393,882

 

 

 

$

(13,764

)

$

 

$

 

$

380,118

 

Cost of goods sold

 

 

249,249

 

 

 

 

(13,366

)

 

 

 

 

 

 

235,883

 

Gross profit

 

 

144,633

 

 

 

 

(398

)

 

 

 

 

 

144,235

 

Selling, general and administrative expenses

 

 

125,111

 

 

 

 

(2,590

)

 

 

 

 

 

 

122,521

 

Amortization of intangible assets

 

 

3,826

 

 

 

 

 

 

 

 

 

 

 

 

 

3,826

 

Pension income

 

 

(83

)

 

 

 

 

 

 

83

 

 

 

 

 

 

Operating income

 

 

15,779

 

 

 

 

2,192

 

 

(83

)

 

 

 

17,888

 

Other expense

 

 

(632

)

 

 

 

 

 

 

 

 

 

 

 

 

(632

)

Interest expense

 

 

10,676

 

 

 

 

 

 

 

 

 

 

 

 

 

10,676

 

Interest income

 

 

(712

)

 

 

 

 

 

 

 

 

 

 

 

 

(712

)

Income from continuing operations before provision for income taxes

 

 

6,447

 

 

 

 

2,192

 

 

(83

)

 

 

 

8,556

 

Provision for income taxes

 

 

2,587

 

 

 

 

 

 

 

 

 

(597

)

 

1,990

 

Income from continuing operations

 

 

3,860

 

 

 

 

2,192

 

 

(83

)

 

597

 

 

6,566

 

Income (Loss) from discontinued operations, net of taxes

 

 

(442

)

(a

)

 

(2,192

)

 

 

 

 

 

 

 

(2,634

)

Net income

 

$

3,418

 

 

 

$

 

$

(83

)

$

597

 

$

3,932

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.08

 

 

 

$

0.05

 

$

 

$

0.01

 

$

0.14

 

Loss from discontinued operations

 

 

(0.01

)

 

 

 

(0.05

)

 

 

 

 

 

(0.05

)

Net income

 

$

0.07

 

 

 

$

 

$

 

$

0.01

 

$

0.09

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.08

 

 

 

$

0.05

 

$

 

$

0.01

 

$

0.14

 

Loss from discontinued operations

 

 

(0.01

)

 

 

 

(0.05

)

 

 

 

 

 

(0.06

)

Net income

 

$

0.07

 

 

 

$

 

$

 

$

0.01

 

$

0.08

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

46,082,333

 

 

 

 

46,082,333

 

 

46,082,333

 

 

46,082,333

 

 

46,082,333

 

Diluted

 

 

46,935,529

 

 

 

 

46,935,529

 

 

46,935,529

 

 

46,935,529

 

 

46,935,529

 

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company’s Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company’s remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008. The adjustments seek to present the Company’s consolidated condensed statements of operations on a continuing basis assuming all the Company’s designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007. See note (e) below.

(c)

This adjustment seeks to present the Company’s consolidated condensed statement of operation on a continuing basis without the effects of restructuring charges or pension income. See note (e) below.

(d)

Adjustment to reflect the Company’s consolidated condensed statement of operations on a continuing basis at the reported tax rate of 23.3% for fiscal 2006. See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company’s continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 



 

Schedule 14

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

As Reported
Third Quarter
of Fiscal 2007

 

Discontinued
Operations (b)

 

Restructuring
Charges and
Pension (c)

 

Taxation (d)

 

As Adjusted
Third Quarter
of Fiscal 2007 (e)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

475,288

 

$

(2,141

)

$

 

$

 

$

473,147

 

Cost of goods sold

 

 

283,423

 

 

(5,608

)

 

(7,233

)

 

 

 

 

270,582

 

Gross profit

 

 

191,865

 

 

3,467

 

 

7,233

 

 

 

 

202,565

 

Selling, general and administrative expenses

 

 

158,685

 

 

(2,181

)

 

(7,478

)

 

 

 

 

149,026

 

Amortization of intangible assets

 

 

2,996

 

 

 

 

 

 

 

 

 

 

 

2,996

 

Pension income

 

 

(345

)

 

 

 

 

345

 

 

 

 

 

 

Operating income

 

 

30,529

 

 

5,648

 

 

14,366

 

 

 

 

50,543

 

Other expense

 

 

419

 

 

 

 

 

 

 

 

 

 

 

419

 

Interest expense

 

 

9,177

 

 

 

 

 

 

 

 

 

 

 

9,177

 

Interest income

 

 

(1,257

)

 

 

 

 

 

 

 

 

 

 

(1,257

)

Income from continuing operations before provision for income taxes

 

 

22,190

 

 

5,648

 

 

14,366

 

 

 

 

42,204

 

Provision for income taxes

 

 

11,001

 

 

 

 

 

 

 

(492

)

 

10,509

 

Income from continuing operations

 

 

11,189

 

 

5,648

 

 

14,366

 

 

492

 

 

31,695

 

Income (Loss) from discontinued operations, net of taxes

 

 

(6,773

)(a)

 

(5,648

)

 

 

 

 

 

 

 

(12,421

)

Net income

 

$

4,416

 

$

 

$

14,366

 

$

492

 

$

19,274

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.25

 

$

0.13

 

$

0.32

 

$

0.01

 

$

0.71

 

Loss from discontinued operations

 

 

(0.15

)

 

(0.13

)

 

 

 

 

 

(0.28

)

Net income

 

$

0.10

 

$

 

$

0.32

 

$

0.01

 

$

0.43

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.24

 

$

0.12

 

$

0.31

 

$

0.01

 

$

0.68

 

Loss from discontinued operations

 

 

(0.14

)

 

(0.12

)

 

 

 

 

 

(0.26

)

Net income

 

$

0.10

 

$

 

$

0.31

 

$

0.01

 

$

0.42

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

44,762,763

 

 

44,762,763

 

 

44,762,763

 

 

44,762,763

 

 

44,762,763

 

Diluted

 

 

46,347,574

 

 

46,347,574

 

 

46,347,574

 

 

46,347,574

 

 

46,347,574

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company’s Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company’s remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008. The adjustments seek to present the Company’s consolidated condensed statements of operations on a continuing basis assuming all the Company’s designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007. Amounts include restructuring charges of $2,927. See note (c) and (e) below.

(c)

Includes restructuring charges for the third quarter of fiscal 2007 primarily related to the disposition of the Company’s manufacturing facilities in Mexico and the rationalization of the Company’s swimwear workforce in California.
This adjustment seeks to present the Company’s consolidated condensed statement of operation on a continuing basis without the effects
of restructuring charges or pension income. See note (e) below.

(d)

Adjustment to reflect the Company’s consolidated condensed statement of operations at a normalized tax rate of 24.9%. The Company’s normalized tax rate of 24.9% excludes the effects of operations expected to be discontinued in fiscal 2008, restructuring charges, pension income and certain tax related items (including the effect of the Company’s release of valuation allowances and the effect of uncertain tax positions taken by the Company associated with the application of FIN 48). See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company’s continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 



 

Schedule 15

THE WARNACO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, excluding per share amounts)

(Unaudited)

 

 

 

As Reported
Third Quarter
of Fiscal 2006

 

Discontinued
Operations (b)

 

Restructuring
Charges and
Pension (c)

 

Taxation (d)

 

As Adjusted
Third Quarter
of Fiscal 2006 (e)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

419,637

 

$

(2,539

)

$

 

$

 

$

417,098

 

Cost of goods sold

 

 

250,131

 

 

(3,105

)

 

 

 

 

 

 

247,026

 

Gross profit

 

 

169,506

 

 

566

 

 

 

 

 

 

170,072

 

Selling, general and administrative expenses

 

 

129,550

 

 

(1,707

)

 

(100

)

 

 

 

 

127,743

 

Amortization of intangible assets

 

 

2,695

 

 

 

 

 

 

 

 

 

 

 

2,695

 

Pension income

 

 

(83

)

 

 

 

 

83

 

 

 

 

 

 

Operating income

 

 

37,344

 

 

2,273

 

 

17

 

 

 

 

39,634

 

Other expense

 

 

(4,387

)

 

 

 

 

 

 

 

 

 

 

(4,387

)

Interest expense

 

 

9,451

 

 

 

 

 

 

 

 

 

 

 

9,451

 

Interest income

 

 

(797

)

 

 

 

 

 

 

 

 

 

 

(797

)

Income from continuing operations before provision for income taxes

 

 

33,077

 

 

2,273

 

 

17

 

 

 

 

35,367

 

Provision for income taxes

 

 

7,288

 

 

 

 

 

 

 

938

 

 

8,226

 

Income from continuing operations

 

 

25,789

 

 

2,273

 

 

17

 

 

(938

)

 

27,141

 

Income (Loss) from discontinued operations, net of taxes

 

 

(11,227

) (a)

 

(2,273

)

 

 

 

 

 

 

 

(13,500

)

Net income

 

$

14,562

 

$

 

$

17

 

$

(938

)

$

13,641

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.57

 

$

0.05

 

$

 

$

(0.02

)

$

0.59

 

Loss from discontinued operations

 

 

(0.25

)

 

(0.05

)

 

 

 

 

 

(0.29

)

Net income

 

$

0.32

 

$

 

$

 

$

(0.02

)

$

0.30

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.56

 

$

0.05

 

$

 

$

(0.02

)

$

0.58

 

Loss from discontinued operations

 

 

(0.25

)

 

(0.05

)

 

 

 

 

 

(0.29

)

Net income

 

$

0.31

 

$

 

$

 

$

(0.02

)

$

0.29

 

Weighted average number of shares outstanding used in computing income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

45,623,044

 

 

45,623,044

 

 

45,623,044

 

 

45,623,044

 

 

45,623,044

 

Diluted

 

 

46,465,593

 

 

46,465,593

 

 

46,465,593

 

 

46,465,593

 

 

46,465,593

 

(a)

Includes, among other previously reported items, operations related to certain designer swimwear brands including Anne Cole, Catalina, Cole of California and Ocean Pacific, as well as the Company’s Lejaby businesses, which have been classified as discontinued operations as of December 29, 2007.

(b)

Reflects adjustments to classify the Company’s remaining designer swimwear brands (excluding Calvin Klein) as discontinued operations. These remaining designer swimwear brands (excluding Calvin Klein) are expected to be classified as discontinued operations in fiscal 2008. The adjustments seek to present the Company’s consolidated condensed statements of operations on a continuing basis assuming all the Company’s designer swimwear businesses (excluding Calvin Klein) were classified as discontinued operations as of December 29, 2007. See note (e) below.

(c)

Includes restructuring charges for the fourth quarter of fiscal 2007 primarily related to a closed facility in Thomasville, Georgia. This adjustment seeks to present the Company’s consolidated condensed statement of operation on a continuing basis without the effects of restructuring charges or pension income. See note (e) below.

(d)

Adjustment to reflect the Company’s consolidated condensed statement of operations on a continuing basis at the reported tax rate of 23.3% for fiscal 2006. See note (e) below.

(e)

The “As Adjusted” statement of operations is used by management to evaluate the operating performance of the Company’s continuing operations on a comparable basis. Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its results to provide investors with an additional tool to evaluate the Company’s operating results.

 

 


GRAPHIC 3 img1.gif begin 644 img1.gif M1TE&.#EA9@$I`/<``````(````"``("`````@(``@`"`@,#`P,#PZFCEX`AMINW;MXYR8$>[?GPKQ*$:J3B^TM0ZJ`V:I#:$_N5H;U MUC[&.E3?JCT8-J[9I=N`ZO7]25-Y?^B.WTP,9R M5RN,+%;SPL&.(:Y+#1B;[H7TB">V+7"V\^?0P;TVB+)N0\QWF0_$KKU M"W[_EPR9O$.ZA1T"%XUM).O2Q@M>\?\%Z[OA,J[WYP?=STA\TG'EWN)<1; M6/DA=*!B7.Q(ZG`B6J*$)$?A1D6`&N)66>A*I*FX&$*A37LAYE6A"VV4:Z MG5RV&9NM0U1Z9):OZ(;VYES$_K/E47-A*=A:ZR3`5KM/QO6L3W'=UI>"U0*\ MXK4(^1EBG7%-1^E#L2Z6[L-X:4M0LLP>)-V84@(T#V=OO4B-B"?'.=0&;\)@QQ@K.O@)1*6^LM8;< M$-(@KP4S2%,&;+&SDK(5-U21&Y*?-/(?=&\)4H^R1P&.1'1:G1N/; MM*D-Q96JU<9*W*K4,EI-LL<1*O_M$`(J+?GN/RL['5&YY8J]\\EFCUR0A(O^ M,Z*1(Q;(-[1P)]WUV]-*'F;C:BI4>.B\2JVUVQ+))1&4XBK.,ZO[Q?C1POOVG_4S=S*2MTN?!Z?RHH20*-J/%#SKLNO9%@TLYAC.+B MZS)!W-H-O%B1;X=JOL&73GK1>`_4]K>V-Y_^1*P/U--D"+2TSOVAZBZ]]/>% MM>B"R!H;QL3B(;"M"G,("H<"%[A`])0*=]PZ3O$*=K,U"="":V/>/PRHK($L M)ASL*%H"W+(AOXQN?R@<&F.4,Z^/1$XYI"H7/4P2Q+%9!"AI3!LSU.>[,)".\)!JH7+0]3O#B*MO+PL M>3L,2X$F>#L7;HM@`N&@1ZHX$34:47B$^\=BZE$/VCGQB3Q+")QHIT:$+$L_ M]#)($4G5Q;O$"(?R&1D9"^*G3M&0<[/38!$+U!,FK@,!:"&(4>Z(1XCUCCN+ MXE:[.%3%T"X[O,)1(C!1'=)!IAQ`<:E$!8CY\UKF01QY]4(Z$PD+8E)#B0?+?FT_Y^>5-.CNL-A\J#U$;$,G3N+'%AHESB`Q0AQ"7ED-,WEH&N2#(P>3-L_ M40F:\C7R,OO!AF4*"A'6011BPJ3*HEH'CA^I%(MCH0EAZFE,A+0N12#=4#\I MEJ#$)65A''()$5S4JS^1>0 M(G5I_LL0[Z65O@^UZ=@ M=#&\8%S?UOHMO8!A:+'`:$#>>1LDX#6R-Z?R0TYJ5T=EB:ZMAO1! MUL%KLBQ[L)^A2"^A34(-6OO:V,ZVMK?-[6YK4",<":PZYJ'LAY@DW"E9"8D# #`@`[ ` end
-----END PRIVACY-ENHANCED MESSAGE-----