<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998
REGISTRATION NO. 333-47327
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GERBER CHILDRENSWEAR, INC.*
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 38-2664081 2300
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER (PRIMARY STANDARD INDUSTRIAL
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) CLASSIFICATION CODE NUMBER)
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7005 PELHAM ROAD
SUITE D
GREENVILLE, SC 29615
TELEPHONE: (864) 987-5200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
MR. EDWARD KITTREDGE
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
GERBER CHILDRENSWEAR, INC.
7005 PELHAM ROAD
SUITE D
GREENVILLE, SC 29615
TELEPHONE: (864) 987-5200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
Copies to:
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<S> <C>
LANCE C. BALK, ESQ. VALERIE FORD JACOB, ESQ.
KIRKLAND & ELLIS FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
153 EAST 53RD STREET ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10022 NEW YORK, NY 10004
TELEPHONE:(212) 446-4800 TELEPHONE: (212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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<CAPTION>
=======================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PRICE(1) REGISTRATION FEE(2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $0.01 per
share.......................... $57,500,000 $16,962.50
=======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraph (o) of Rule 457 of the Securities Act.
(2) Registration fee previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
*Registrant's name is GCIH, Inc. and will be changed to Gerber Childrenswear,
Inc. in connection with the consummation of the Offering and other transactions
contemplated hereby.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 27, 1998
PROSPECTUS
[LOGO]
SHARES
GERBER CHILDRENSWEAR, INC.
COMMON STOCK
------------------------
All of the shares of Common Stock, par value $.01 per share
(the "Common Stock"), offered hereby are being sold by Gerber Childrenswear,
Inc. (the "Company").
The Company also has authorized and outstanding shares of Class B Common
Stock which are not being offered hereby. The two classes of common stock are
substantially identical, except that shares of Class B Common Stock are
non-voting and are convertible at any time at the holder's option into shares of
Common Stock on a one-for-one basis. See "Description of Capital Stock."
Prior to this offering (the "Offering"), there has been no public market
for the Common Stock. It is currently estimated that the initial public offering
price will be between $ and $ per share. For a discussion
relating to the factors considered in determining the initial public offering
price, see "Underwriting." Application has been made for listing of the Common
Stock, and not the Class B Common Stock, on the New York Stock Exchange under
the symbol "GCW," subject to official notice of issuance.
SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<CAPTION>
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share........................ $ $ $
- ---------------------------------------------------------------------------------------------------------------------------
Total(3)......................... $ $ $
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(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including certain liabilities under the Securities Act of 1933,
as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $ .
(3) The Company has granted the Underwriters an option to purchase up to an
additional shares of Common Stock, exercisable within 30 days
after the date hereof, solely to cover over-allotments, if any. If such
option is exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting."
------------------------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about , 1998.
------------------------
MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS
FURMAN SELZ WASSERSTEIN PERELLA SECURITIES, INC.
------------------------
The date of this Prospectus is , 1998.
<PAGE> 3
[LOGOS AND PICTURES OF PRODUCTS TO COME. THESE WILL INCLUDE THE FOLLOWING
LOGOS AND PRODUCTS BEARING SUCH LOGOS: GERBER, ALWAYS BABY BY GERBER, CURITY,
BABY LOONEY TUNES, WILSON, CONVERSE, COCA-COLA AND DUNLOP. ALL OF SUCH
PRODUCTS ARE PRODUCED AND DISTRIBUTED BY THE COMPANY.]
Certain persons participating in the Offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the Common Stock. Such
transactions may include stabilizing, the purchase of Common Stock to cover
syndicate short positions and the imposition of penalty bids. For a description
of these activities, see "Underwriting."
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<PAGE> 4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information and the financial statements (including the Notes thereto)
appearing elsewhere in this Prospectus. Unless the context otherwise requires,
the information set forth in this Prospectus gives effect to the transactions
described herein under "Certain Relationships and Related Transactions -- The
Reorganization." References in this Prospectus to the "Company" shall, as the
context requires, refer to Gerber Childrenswear, Inc. (and its predecessor),
together with its wholly-owned direct and indirect subsidiaries. References in
this Prospectus to "Gerber" refer to Gerber Childrenswear, Inc. References in
this Prospectus to "Auburn" shall, as the context requires, collectively refer
to Auburn Holdings, Inc., Auburn Hosiery Mills, Inc., GCI Spainco., S.L. (a
Spanish corporation formed on March 24, 1998), Sport Socks Co. (UK) Limited (a
wholly-owned subsidiary of Auburn Hosiery Mills, Inc.) and Sport Socks Co.
(Ireland) Limited, each a wholly-owned direct or indirect subsidiary of Gerber
Childrenswear, Inc. Data included in this Prospectus regarding the size, growth
and factors affecting the markets for infant and toddler apparel and for
hosiery, the Company's market position, demographic trends, market share and
other similar matters are approximations based on the Company's estimates and
other industry data which are generally recognized within the industry,
including data prepared by The NPD Group, Inc. ("NPD"). Unless otherwise
indicated, the information set forth in this Prospectus does not give effect to
the exercise of the Underwriters' overallotment option.
THE COMPANY
Gerber Childrenswear, Inc. is a leading marketer of infant and toddler
apparel and related products, offering products under its flagship brand,
Gerber, as well as the Baby Looney Tunes and Curity brand names and the Onesies
trademark. The Gerber name and baby head logo are among the best recognized in
the infant and toddler industry. The Company believes that Gerber is the leading
provider of infant and toddler apparel and related products, based on dollar
volume and breadth of product offering, to volume retailers, which constitute
the fastest growing segment of the retail industry. The Company also distributes
products to mid-tier department stores and specialty retailers. Gerber holds a
leading market share, based on dollar volume, in its distribution channels in
the underwear, blanket sleeper and cloth diaper categories. The Company believes
that these leading positions in addition to strong consumer recognition of its
brands provide opportunities for Gerber to leverage its brands into other
product categories including sleep 'n play, bed & bath, playwear, bibs, hosiery
and gift sets where Gerber has a growing presence. See "Business -- Gerber --
Products."
In addition, in order to build upon the Company's expertise as a low-cost
supplier of branded merchandise to volume retailers, the Company acquired all of
the capital stock of Auburn in December 1997 (the "Acquisition") for
approximately $40.0 million in cash. Auburn manufactures, markets and sells
branded sport socks for men, women and children under established brand names
such as Wilson, Coca-Cola and Converse in the U.S., Europe and other
international territories and under the Dunlop brand name in Europe. Auburn
markets to a diversified customer base in the U.S. and Europe, including volume
retailers, department stores, wholesale clubs and major sporting good chains. As
a result of the Acquisition, the Company markets products in over 25 countries.
The Company believes that Auburn's expertise in hosiery will position it to
capitalize on growth opportunities and the Acquisition will provide
opportunities to achieve certain economies of scale and efficiencies in the
areas of purchasing, data processing, and selling, general and administrative
expenses. See "Business -- Auburn." In 1997, pro forma for the Acquisition, the
Company's net sales and income from continuing operations were $270.1 million
and $6.6 million, respectively.
In January 1996, Gerber Childrenswear, Inc. was acquired from Gerber
Products Company ("GPC") by a group of investors led by Edward Kittredge, the
Company's Chairman, President and Chief Executive Officer, who assembled
Gerber's current management team. The new management team, under the direction
of Mr. Kittredge, developed a series of initiatives to strengthen Gerber's
financial results and improve its operations. To achieve cost efficiencies,
Gerber consolidated manufacturing facilities, established a flexible production
strategy including domestic and offshore manufacturing and sourcing components,
extended the payment terms of certain supply arrangements, centralized finished
product purchasing across all product
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<PAGE> 5
categories and enhanced its compensation system. As a result, Gerber's operating
margin, excluding royalties accrued to GPC, stock compensation and certain
non-recurring charges, increased to 15.6% in 1997 from 13.3% in 1996 and 8.3% in
1995.
The U.S. retail market for infant and toddler apparel and related products
is estimated at $7.0 billion in 1997, and has grown in dollar volume at a
compound annual rate of 8.0% since 1991. The Company believes that this classic
niche market is well-insulated from major changes in fashion trends and is less
sensitive to general economic cycles due to the consistent level of infant
births in the U.S., at slightly less than 4 million annually since 1989 (based
on U.S. Census data as reported by the National Center for Health Statistics),
and the high consumption rate for apparel products as infants experience
frequent size changes. Annual apparel spending per infant increased to $329 in
1996 from $250 in 1993 according to U.S. Census data, representing compound
annual growth of 9.6%. The Company believes the market offers continued growth
prospects due to demographic factors including (i) more women having children at
an older age and returning to work thereafter, resulting in greater disposable
income for expenditures on children; and (ii) an increasing number of
grandparents, who represent a key consumer segment for infant and toddler
products. Within the infant and toddler industry, greater emphasis on value has
shifted consumer purchases away from traditional department stores and toward
more value-conscious retail channels, including volume retailers and mid-tier
department stores. Additionally, the industry is highly fragmented and services
volume retailers who are interested in limiting their purchases to a smaller
number of well-capitalized vendors with a broad base of branded products. The
Company believes that its strong brand names, leading market positions, broad
product offerings and strong customer relationships with volume retailers and
mid-tier department stores position it to benefit from industry trends.
COMPETITIVE STRENGTHS
The Company's business philosophy is to pursue growth and profitability by
maintaining and enhancing its strong brand name recognition and reputation for
quality while continuing to strengthen its customer relationships. The following
factors serve as the Company's competitive strengths and distinguishing
characteristics:
STRONG BRAND NAME RECOGNITION. The Company believes that Gerber is one of
the most recognized brands in the infant and toddler apparel industry with a
reputation for consistently delivering high quality products with innovative
design features at competitive prices. The Gerber brand name was first
introduced for baby food in 1928 by GPC, which holds an approximately 65% market
share in the baby food industry. The Company markets and sells infant and
toddler's apparel and related products using the well established Gerber brand
name and baby head logo. In 1997, the Company sold over 70 million items under
the Gerber brand name. In addition, the Company believes that its popular Baby
Looney Tunes brand name (used on products at slightly higher price points) is
recognized for its use of characters, bright colors and higher fashion content.
The Company also benefits from the strong recognition of its Onesies trademark
(developed for its line of infant underwear) and the Curity brand name (used on
products which are targeted towards more value-conscious consumers). See
"Business -- Brands." Additionally, as a result of the Acquisition, the Company
offers sport socks under the Wilson, Converse, Coca-Cola and Dunlop brand names
licensed by Auburn.
LEADING MARKET POSITIONS IN CORE PRODUCT CATEGORIES. The Company is the
leading provider of infant and toddler apparel and related products to volume
retailers, which constitute the fastest growing segment of the retail industry.
The Company also distributes products to mid-tier department stores and
specialty retailers. Gerber holds a leading market share in its distribution
channels in the underwear, blanket sleeper and cloth diaper categories. The
Company believes that its leading market shares provide significant competitive
advantages in serving its customers, through production and purchasing
efficiencies and greater product development and marketing resources.
Management's strategy is to leverage these competitive advantages to further
penetrate other product categories, whether acquired or internally developed.
HIGH QUALITY, INNOVATIVE PRODUCTS. The Company believes that it has
developed a reputation for high quality and innovative products and that this
has played a critical role in its long-standing strong market
4
<PAGE> 6
positions. In 1982, Gerber designed and developed Onesies, an innovative
one-piece underwear garment, which resulted in a new category of infant apparel
which Gerber believes consumers identify with the Onesies trademark. Most
recently, Gerber introduced the Swim-per, a swim diaper, and Nap 'N Go, a
portable daycare mat.
LOW-COST SUPPLIER. The Company believes that its reputation for providing
high quality products at attractive prices has established it as one of the top
infant and toddler apparel suppliers among value-conscious volume retailers. The
Company actively manages the manufacturing and sourcing of its products to
optimize efficiencies. Of the products manufactured and sourced offshore, the
majority were through manufacturing operations that are owned or dedicated
exclusively to the Company's products. The Company believes that such
diversification has enabled it to enhance operating efficiencies through
production flexibility and expanded capacity without significant capital
investment, while at the same time enabling it to control more efficiently the
delivery and quality of its products. All of these factors have helped the
Company to become a low-cost supplier. See "Business -- Gerber -- Manufacturing
and Sourcing -- Raw Materials Sourcing." In addition, the Company believes that
its centralized planning, purchasing and distribution systems have enhanced its
cost competitiveness through reduced distribution costs, minimization of product
delays and economies of scale.
LONG-TERM CUSTOMER RELATIONSHIPS AND EMPHASIS ON CUSTOMER SERVICE. Gerber
enjoys well-established, long-term relationships with its customers, many of
which have been maintained at multiple levels from sales to senior management.
In certain cases, members of Gerber's senior management and sales force have
maintained relationships with Gerber's customers for over 30 years. Moreover,
the Company believes its broad product offerings, emphasis on customer service
and proven reliability provide a competitive advantage as retailers consolidate
and seek a smaller number of well-capitalized vendors with a broad base of
branded products. Gerber works closely with its principal customers to assist in
the management of their inventories and has invested in warehousing and
distribution facilities and information systems development, including an
electronic data interchange ("EDI") system and a vendor managed inventory
("VMI") program. In addition, Gerber's information systems enable it to provide
customized merchandising and space allocation recommendations and other category
management services to its retail customers. Gerber currently provides such
customized services for Wal-Mart Stores, Inc. ("Wal-Mart") in certain product
categories. Gerber has been recognized for its accomplishments by many retailers
and in 1997 received the "Supplier Performance Award by Retail Category" from
Discount Store News on behalf of discounters, the highest award a company can
receive from such retailers. In addition, the Company has received a number of
awards from its customers, including the 1995 Vendor/Partner of the Year Award
and the 3rd Quarter of 1996 Vendor/Partner Award of Excellence from Wal-Mart,
the 1996 Platinum Circle Award from Sears Roebuck & Co. ("Sears"), the 1996
Rainbow Award (Top Volume Clothing) from Baby Superstore (currently the "Babies
"R" Us" division of Toys "R" Us) and the 1996 Vendor of the Year Award from Toys
"R" Us, Inc. ("Toys "R" Us"), which marked the first time Toys "R" Us ever
presented such award to a non-toy vendor.
DEVELOPMENT OF MANAGEMENT AND OPERATING INFORMATION SYSTEMS. Gerber has
made significant investments in the development of management information
systems ("MIS") and plans to make additional capital expenditures to further
refine such systems. Gerber believes that it will continue to benefit from these
systems through its ability to effectively manage inventory, improve sales and
reduce operating costs. Gerber currently serves all major volume retailers
through its EDI system, which allows customers to send orders to Gerber more
quickly and efficiently. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."
EXPERIENCED MANAGEMENT TEAM WITH A SIGNIFICANT STAKE IN THE COMPANY. The
Company's Chairman, President and Chief Executive Officer, Edward Kittredge, has
had over 35 years of diverse experience in the textile and apparel industry and
the Company's top five senior managers average more than 25 years of experience
in the apparel industry. The sales and merchandising team has been strengthened
with the recent additions of Robert P. Robertson as Senior Vice President of
Sales and Marketing and Mary-beth Boughton as Vice President of Merchandising
(focused on mid-tier department stores). After giving effect to the
Reorganization and the Offering, management will own approximately % of the
Common Stock of the Company on a diluted basis. See "Management."
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BUSINESS STRATEGY
The key elements of the Company's business strategy to remain a low-cost
supplier of high quality, branded products to volume retailers include:
ENHANCE OFFERING OF HIGH QUALITY, INNOVATIVE PRODUCTS. The Company intends
to continue to enhance its product offerings through new product initiatives and
product extensions. The Company's strategy is to leverage the Gerber, Baby
Looney Tunes and Curity brands into additional products, including product
segments in which the Company is under-represented. For example, the Company is
under-represented in the approximately $1.8 billion playwear market and in the
approximately $600 million fleece/outerwear market, in each case based on retail
sales. In order to grow its market share in these product lines, Gerber recently
enhanced its line of Baby Looney Tunes playwear and introduced a new line of
Gerber fleecewear. The Company believes that these categories present
significant growth opportunities.
EXPAND INTO NEW AND STRENGTHEN EXISTING DISTRIBUTION CHANNELS. The
Company's plan is to continue to leverage its strong brand names to expand into
new distribution channels in the U.S. and abroad. Gerber recently targeted the
mid-tier department store channel with product lines such as Always Baby by
Gerber, which are specially designed, packaged and priced for mid-tier
department store customers. Gerber's strategy is to emphasize marketing efforts
to increase product breadth in existing distribution channels in which it
believes some of its product lines are under-represented. In addition,
management believes that the Gerber, Baby-Looney Tunes and Curity lines of
products have growth opportunities in the food and drug, variety, off-price
apparel, catalog, dollar store, wholesale club and mid-tier department store
distribution channels.
FURTHER PENETRATE INTERNATIONAL MARKETS. Gerber currently has an exclusive
license to use the Gerber brand name on certain infant and toddler apparel and
textile products in the U.S., Canada and the Caribbean and a right of first
refusal to use the Gerber name in Central and South America. Gerber branded
products are currently being shipped in the U.S. and to Canada and the
Caribbean. The Company believes that its offshore manufacturing and sourcing
capabilities give it a competitive advantage to further increase its presence in
the international markets. Gerber plans to increase the distribution of its
Gerber line of products in Canada by offering a broader product mix in such
market. The Company's plan is to leverage the Gerber brand name to expand its
presence in international markets in which the Gerber brand name is established
for baby food, and believes that such markets represent expansion opportunities.
MAXIMIZE OPERATING EFFICIENCIES. The Company's strategy is to continue to
improve operating efficiencies and productivity in order to offer its customers
high quality products at competitive prices. The Company's plan is to continue
to optimize product sourcing to achieve economies of scale and to eliminate
certain duplicative operations in connection with the acquisition of Auburn.
LEVERAGE EXPERTISE THROUGH SELECTIVE ACQUISITIONS. The Company actively
evaluates acquisition candidates and is in discussions from time to time
regarding future acquisitions. Future strategic acquisitions may be undertaken
to broaden the Company's product lines, increase sourcing diversity and
strengthen its presence within various channels of distribution. The Company
believes that numerous acquisition candidates exist within the infant and
toddler apparel industry. In addition, the Company believes that other
acquisition opportunities exist in similar high volume, basic branded apparel
businesses where the Company can leverage its core competencies. The Company is
neither currently negotiating nor has entered into any arrangements,
understandings or agreements with respect to any acquisitions.
RECENT ACQUISITION
The Company acquired all of the capital stock of Auburn in December 1997
for approximately $40.0 million in cash (the "Recent Acquisition"). Auburn
manufactures, markets and sells branded sport socks for men, women and children
under established brand names such as Wilson, Coca-Cola and Converse in the U.S.
and internationally and under the Dunlop brand name in Europe. Auburn has
operations in the United States and Ireland. Auburn markets to a diversified
customer base in the U.S. and Europe, including volume retailers, department
stores, wholesale clubs and major sporting good chains. These strong brand names
and Auburn's long-term reputation for quality facilitate a multi-channel
distribution strategy. Auburn competes
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effectively in these distribution channels by offering its branded products at
competitive prices, acting as a low-cost producer with the ability to service
customers with quick turnaround, and maintaining strong customer relations. In
addition, with its acquisition by Gerber, Auburn has added to these core
competencies the ability to access capital for future growth and investment in
operations. For the year ended December 31, 1997, Auburn had net sales of
approximately $69.6 million.
Auburn competes in the highly fragmented hosiery industry, which has
significant branded and private label components. Competition within the
industry is generally based on price, quality, service, brand recognition and
style. The Company believes that advances in technology in hosiery manufacturing
will result in a smaller number of well-capitalized hosiery manufacturers. The
Company believes that Auburn is well positioned to benefit from such
consolidation due to its strong brands, established channels of distribution,
strong customer service, low-cost manufacturing capabilities and access to
capital. The Company also believes that significant growth opportunities exist
through taking market share from private label producers, which comprise a
significant portion of the hosiery industry. In addition, the Company believes
that Auburn's European manufacturing facility allows it to be more responsive to
the European market, where the Company believes significant opportunity for
expansion exists. See "Business -- Auburn -- Manufacturing and
Sourcing -- Distribution and Inventory Management."
The Company plans to continue to operate Auburn as a wholly-owned
subsidiary. The Company believes that the Acquisition will provide certain
economies of scale and efficiencies in the areas of purchasing, data processing
and selling, general and administrative expenses. In addition, the Company
believes that the acquisition of Auburn will provide Gerber with opportunities
to further expand its business in international markets through Auburn's solid
customer relationships and reputation in Europe.
REORGANIZATION
Gerber Childrenswear, Inc. was acquired by GCIH, Inc. ("GCIH") in January
1996 from GPC for approximately $61.5 million in cash (subject to purchase price
adjustments) and a $12.5 million promissory note (the "Original Acquisition").
In connection with such acquisition and related financing, Citicorp Venture
Capital, Ltd. ("CVC"), management, directors and others purchased the equity of
GCIH.
Immediately prior to or in connection with the consummation of the
Offering, GCIH and Gerber will consummate a series of transactions pursuant to
which GCIH will be recapitalized and reorganized and Gerber will be merged into
GCIH (the "Reorganization"). The principal transactions comprising the
Reorganization that will occur prior to or in connection with the consummation
of the Offering are: (i) the conversion of all of the outstanding shares of
preferred stock of GCIH into either common stock of GCIH or the right to receive
cash, (ii) the merger of Gerber into and with GCIH, with GCIH being the
surviving entity of such merger, and (iii) in connection with such merger, the
amendment of the certificate of incorporation of GCIH to provide for (a) the
reclassification and exchange of all of the outstanding shares of all classes of
common stock and warrants to purchase common stock of GCIH for shares of Common
Stock, Class B Common Stock or warrants to purchase Class B Common Stock of GCIH
and (b) a change of the corporate name of GCIH, from GCIH to "Gerber
Childrenswear, Inc.". See "Certain Relationships and Related Transactions -- The
Reorganization." Consummation of the Offering is contingent on the completion of
the above-described transactions.
The Company is a Delaware corporation. The Company's principal offices are
located at 7005 Pelham Road, Suite D, Greenville, SC 29615, and its telephone
number is (864) 987-5200.
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<PAGE> 9
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered by the Company.................. shares
Common Stock to be outstanding after the Offering:
Common Stock....................................... shares(a)
Class B Common Stock............................... shares(b)
Total........................................... shares
Voting Rights........................................ Each share of Common Stock is entitled to one
vote per share. Shares of Class B Common Stock
are not entitled to any votes.
Use of Proceeds...................................... The net proceeds to be received by the Company
from the Offering will be used to repay
certain indebtedness of the Company and to
redeem certain shares of GCIH's preferred
stock in connection with the Reorganization.
See "Use of Proceeds."
Proposed New York Stock Exchange Symbol.............. "GCW"
</TABLE>
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(a) Based on the number of shares outstanding as of . Includes
restricted shares of Common Stock issued to the Company's management,
including vested shares and unvested shares. Excludes
shares reserved for issuance under the Incentive Plan of which options to
purchase shares have been or will be granted in connection with the
Offering. Assumes the Underwriters' over-allotment option is not exercised.
(b) Excludes shares of Class B Common Stock which may be issued upon the
exercise of a warrant which was issued in connection with the Original
Acquisition. Shares of Class B Common Stock are convertible at any time at
the holder's option into shares of Common Stock on a one-for-one basis.
Shares of Class B Common Stock may not be transferred to anyone other than
an affiliate of the holder, unless such Class B Common Stock is first
converted by such holder into Common Stock. See "Description of Capital
Stock."
RISK FACTORS
Purchasers of the Common Stock in the Offering should carefully consider
the risk factors set forth under the caption "Risk Factors" and the other
information included in this Prospectus prior to making an investment decision.
The risk factors set forth under the caption "Risk Factors" include (i)
Dependence on Material Licenses, (ii) Dependence on Sales to a Limited Number of
Large Customers, (iii) Competition, (iv) Recent Acquisition, (v) Dependence on
Key Personnel, (vi) Risks of Third Party Manufacturing and Sourcing, (vii) Costs
of Raw Materials and Supplier Relationships, (viii) Risks Associated with
Foreign Operations and Import Restrictions, (ix) Risks Associated with
Fluctuations in Foreign Currency Exchange Rates, (x) Seasonal Business, (xi)
Cost of Environmental Compliance, (xii) Control by Executive Officers and
Current Stockholders, (xiii) Shares Eligible for Future Sale; Registration
Rights, (xiv) Absence of Dividends; Restrictions on Payment of Dividends, (xv)
Certain Anti-Takeover Provisions, (xvi) Dilution, and (xvii) No Prior Public
Market; Potential Volatility of Stock Price. See "Risk Factors."
8
<PAGE> 10
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table presents (i) summary historical consolidated financial
information of the Company's Predecessor (the "Predecessor Company") for the
year ended December 31, 1995, (ii) summary historical consolidated financial
information of the Company for the period from January 22, 1996 to December 31,
1996 and for the year ended December 31, 1997 and (iii) summary pro forma as
adjusted information of the Company for the year ended December 31, 1997, after
giving effect to the Acquisition, the Reorganization and the Offering and the
application of the estimated net proceeds therefrom. The historical consolidated
financial information of the Predecessor Company and the Company have been
derived from the financial statements of the Predecessor Company and the
Company, respectively, which have been audited by Ernst & Young LLP. The summary
pro forma as adjusted information does not purport to represent what the
Company's results would have been if such events had occurred at the date
indicated, nor does such information purport to project the results of the
Company for any future period. The summary financial information should be read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the financial statements and notes thereto and the
Unaudited Pro Forma Condensed Consolidated Statement of Operations and notes
thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY (A) COMPANY
------------ ----------------------------
PERIOD FROM
JANUARY 22,
YEAR ENDED 1996 TO YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1996 (B) 1997 (c)
------------ ------------ ------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales................................................. $197,401 $185,223 $202,037
Cost of sales............................................. 156,434 138,608 146,294
-------- -------- --------
Gross margin.............................................. 40,967 46,615 55,743
Selling, general and administrative expenses.............. 24,633 23,894 27,766
Stock compensation(d)..................................... -- -- 9,465
Other..................................................... -- 689 231
-------- -------- --------
Total operating expenses.................................. 24,633 24,583 37,462
-------- -------- --------
Income before interest and income taxes................... 16,334 22,032 18,281
Interest expense, net..................................... -- 6,308 5,798
-------- -------- --------
Income before income taxes and extraordinary item, net.... 16,334 15,724 12,483
Provision for income taxes................................ 6,270 6,244 4,764
-------- -------- --------
Income before extraordinary item, net..................... 10,064 9,480 7,719
Extraordinary item, net(e)................................ -- -- (708)
Less preferred stock dividends............................ -- (1,328) (1,637)
-------- -------- --------
Net income available to common shareholders............... $ 10,064 $ 8,152 $ 5,374
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
------------
<S> <C>
PRO FORMA STATEMENT OF OPERATIONS, AS ADJUSTED(f):
Net sales................................................. $270,100
Income before interest and income taxes................... 19,960
Interest expense, net..................................... 3,921
Income from continuing operations......................... 9,936
Income from continuing operations per basic share......... (g)
Income from continuing operations per diluted share....... (g)
SUPPLEMENTAL PRO FORMA STATEMENT OF OPERATIONS, AS FURTHER
ADJUSTED(h):
Income before interest and income taxes................... $ 29,425
Income from continuing operations......................... 15,785
Income from continuing operations per basic share......... (g)
Income from continuing operations per diluted share....... (g)
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31, 1997
----------------------------------------------------
ACTUAL AS ADJUSTED(I) AS FURTHER ADJUSTED(J)
-------- -------------- ----------------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital...................................... $ 65,877 $ 65,522 $ 65,877
Total assets......................................... 163,891 163,891 163,891
Total debt........................................... 77,010 77,010 31,365
Preferred stock including accrued dividends.......... 14,610 -- --
Shareholders' equity................................. 19,419 33,674
</TABLE>
(footnotes on following page)
9
<PAGE> 11
- ---------------
(footnotes to table on previous page)
(a) The Predecessor Company operated as a wholly-owned subsidiary of GPC until
being divested by GPC on January 22, 1996. The financial data for the
Predecessor Company is not entirely comparable to that of the Company due to
certain factors including the following:
(i) The Predecessor Company did not incur any royalty expense for the use
of the Gerber name and baby head logo. During the period from January 22,
1996 to December 31, 1996, and for fiscal year ended December 31, 1997, the
royalty expense to GPC was $1.9 million and $3.5 million, respectively.
(ii) The Predecessor Company's net sales in 1995 included approximately
$8.3 million of net sales at cost to GPC that generated no gross margin.
Net sales to GPC in 1996 and 1997 of approximately $6.2 million and
approximately $4.3 million, respectively, generated gross margins in 1996
and 1997 of approximately $950,000 and $598,000, respectively.
(iii) The Predecessor Company was included in various self-insurance
programs provided by GPC, including medical, dental, workers' compensation,
comprehensive general and excess liability and property damage and business
interruption. GPC also provided management information services to the
Predecessor Company and allocated a portion of the expenses incurred to the
Predecessor Company. In addition, the Predecessor Company was allocated a
portion of legal and professional costs for services directly attributable
to the Predecessor Company. Certain services were provided by GPC's
corporate staff, for which no charge was made to the Predecessor Company.
Management believes the aggregate cost of these unallocated services was
insignificant. The Predecessor Company was charged for all outside legal
and professional expenses directly attributable to it.
(iv) In 1995, the Predecessor Company had no long term debt and was not
charged any interest expense as a subsidiary of GPC.
(v) The provision for income taxes of the Predecessor Company essentially
results from applying the Federal and state statutory rates to the
operations of a stand-alone company.
(b) Excludes the Predecessor Company's unaudited operations for the period
January 1, 1996 through January 21, 1996. See Note (b) to Selected
Consolidated Financial Data.
(c) Includes operating results for Auburn Hosiery Mills, Inc. and Sport Socks
Company (Ireland) Limited ("Sport Socks Ireland") for the period December
17, 1997 through December 31, 1997. See Note (c) to Selected Consolidated
Financial Data.
(d) Represents expense related to stock compensation incurred in connection with
the sale of capital stock to executives and management of the Company below
fair market value. See "Certain Relationships and Related Transactions --
Transactions with Management and Directors."
(e) Represents unamortized loan costs and prepayment penalty totaling $708 (net
of an income tax benefit of $452) expensed in connection with the
replacement of the Company's then existing credit facility with the Credit
Agreement (as defined herein).
(f) As adjusted for the Acquisition, the Reorganization, the Offering and the
application of the estimated net proceeds therefrom, assuming completion of
such events as of January 1, 1997.
(g) Weighted average shares outstanding used (i) for the computation of income
from continuing operations per basic share was shares and (ii) for
the computation of income from continuing operations per diluted share was
shares.
(h) As further adjusted to exclude $9.5 million of stock compensation ($5.8
million after-tax). See Note (d) above. While the pro forma statement of
operations as further adjusted does not represent income from operations as
in accordance with generally accepted accounting principles ("GAAP"), it is
included herein to provide additional information which the Company believes
is meaningful to investors.
(i) As adjusted for the Reorganization, assuming completion thereof as of
January 1, 1997.
(j) As adjusted for the Reorganization and the Offering and the application of
the estimated net proceeds therefrom, assuming completion of both as of
January 1, 1997.
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<PAGE> 12
RISK FACTORS
The following risk factors should be considered carefully in addition to
the other information contained in this Prospectus before purchasing the Common
Stock offered hereby. This Prospectus contains forward-looking statements that
involve risks and uncertainties. Actual results could differ materially from
those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and in the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations," as well as those discussed elsewhere in this
Prospectus.
DEPENDENCE ON MATERIAL LICENSES
The Company is largely dependent on the use of the Gerber name. In 1997,
approximately 70% of Gerber's products were sold under the Gerber brand name.
The Gerber name and trademark are exclusively licensed to the Company from GPC
for use on certain clothing and textile products in the infant and toddler
apparel market sold in the United States, Canada and the Caribbean. The product
categories covered by the Gerber license include infant and toddler shoes,
underwear, sleepwear (including blanket sleepers, pajamas and sleep 'n play),
playwear, bed and bath products, reusable cloth diapers and diaper liners, bibs,
hosiery, swimwear and gift sets and layette incorporating the above articles, in
each case targeted to infants and toddlers of specific sizes. The terms and
conditions for use of the Gerber name for other product categories and
geographic areas must be negotiated by the Company on an individual basis. The
Gerber license extends through 2006, after which there are two five-year renewal
periods. See "Business -- Licensing and Trademarks." The loss or limitation of
the right to use the Gerber name would have a material adverse effect on the
Company's results of operations. GPC retains the rights under the license to
produce, distribute, advertise and sell, and to authorize others to produce,
distribute, advertise and sell, products under the Gerber name other than
clothing and textile products. Negative publicity related to the Gerber name
caused by actions not related to the Company or the Company's products could
have a material adverse effect on the Company's results of operations. The
Company is not required to pay royalty fees to GPC until 2002 (although the
Company is recording royalty expense to reflect such fees). The initiation of
such royalty payments may adversely affect the Company's cash flow. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
The Company also licenses the Baby Looney Tunes brand name from the Warner
Brothers division of Time-Warner, Inc. ("Warner Brothers") and the Curity brand
name from The Kendall Company. In 1997, approximately 16% and 2% of Gerber's
products were sold under the Baby Looney Tunes and Curity brand names,
respectively. The Company is licensed to use the Baby Looney Tunes brand name in
the U.S. and the Curity brand name in the U.S. and internationally. The Baby
Looney Tunes and Curity licenses are limited to certain product categories,
including, in the case of Baby Looney Tunes, bath products, bedding, sleepwear,
underwear, footwear, socks, layettes and infant and toddler playwear, and in the
case of Curity, cloth diapers and diaper liners, underwear, hosiery, sleepwear
(including blanket sleepers and sleep 'n play), linens, bedding and certain
other products (such as infant car seat covers), in each case to be worn or used
for infants and toddlers. The Curity license automatically renews for periods of
ten years. The Baby Looney Tunes license has recently been renewed and extends
through December 31, 2000. The Company owns the Onesies trademark. The loss or
limitation of the right to use either of these names could have a material
adverse effect on the Company's financial condition and results of operations.
Auburn also licenses properties from different companies for its products.
The license from Wilson Sporting Goods Co. ("Wilson") expires in 2002 with a
five year renewal period if certain sales targets are exceeded. Auburn has held
this license since 1982. The license from Wilson can be terminated by Wilson if
the employment of either Kevin K. Angliss or Donald J. Murphy with Auburn
terminates. The license from Converse Inc. ("Converse") expires on December 31,
2001 with an obligation to enter into good faith discussions in 2001 with
respect to a new three year contract. This license can be terminated by Converse
if Kevin K. Angliss and Timothy Graham are no longer the principal managers of
Auburn's Converse-brand product line. Messrs. Angliss, Murphy and Graham have
not entered into employment agreements with Auburn. The Coca-Cola Company
("Coca-Cola") license expires on December 31, 1998 (with a three-year renewal
period). The license from Dunlop Slazenger International Ltd. ("Dunlop") expires
in 2001 (with a
11
<PAGE> 13
five year renewal period if certain sales targets are exceeded). All of these
licenses have particular geographic and other limitations, and the Company
negotiates the terms and conditions for the use of such trademarks outside such
limitations on an individual basis. The products covered by the licenses include
(i) sport socks in the case of Wilson, (ii) men's, women's and youth's hosiery
in all color combinations and styles in the case of Converse, (iii) athletic and
casual socks in the case of Coca-Cola, and (iv) sport and casual socks in the
case of Dunlop. In 1997, sales of Wilson-brand products accounted for 87% of
Auburn's total sales. The loss or limitation of the right to use the Wilson
license would have a material adverse effect on the Company's financial
condition and results of operations. The loss or limitation of the right to use
any of the Coca-Cola, Converse or Dunlop names could have an adverse effect on
the Company's financial condition and results of operations.
There are risks associated with the financial condition of the Company's
licensors which are beyond the control of the Company. In the event that a case
under the Federal bankruptcy laws is commenced by or against any licensor in the
future, the trustee in the bankruptcy case or the licensor, as
debtor-in-possession, may have the right to reject such licensor's license
agreement. While the Company is not aware of any facts which would make such
termination or rejection reasonably likely to occur, in the event of any such
termination or rejection, the Company would lose its right to use the licensed
intellectual property, which loss would have an adverse effect on the Company's
financial condition and results of operations.
The Company believes that its trademarks and other proprietary rights are
material to its success and its competitive position. Accordingly, the Company
and its licensors devote substantial resources to the establishment and
protection of their trademarks on a worldwide basis. There can be no assurance
that the actions taken by the Company and its licensors to establish and protect
their trademarks and other proprietary rights will be adequate to protect the
Company's intellectual property or to prevent imitation of its products by
others. Moreover, no assurance can be given that others will not assert rights
in, or ownership of, trademarks and other proprietary rights of the Company or
that the Company will be able to successfully resolve such conflicts. In
addition, the laws of certain foreign countries may not protect proprietary
rights to the same extent as do the laws of the United States. The Company has
not experienced any proprietary license infringements or legal actions that have
had a material impact on its financial condition or results of operations. See
"Business -- Licensing and Trademarks."
DEPENDENCE ON SALES TO A LIMITED NUMBER OF LARGE CUSTOMERS
Certain of the Company's volume retailer and mid-tier department store
customers account for significant portions of the Company's net sales. Gerber
directly services approximately 1,100 retail accounts, with the Company's top 10
customers representing approximately 83% of total 1997 sales. Sales to Wal-Mart,
which accounted for a significant percentage of the net sales of infant and
toddler apparel in the U.S. in 1997, constituted approximately 44% of Gerber's
sales during 1997. Sales to Wal-Mart constituted approximately 48% of Auburn's
sales during 1997 (including sales after the Recent Acquisition). No other
customer accounted for more than 10% of the Company's 1997 sales on a pro forma
basis. The Company generally does not enter into long-term or other purchase
agreements with its customers. Most domestic customer orders are received by the
Company through its EDI systems and have a ship/cancel date range of two to ten
days. Booking orders are received on certain seasonal items (i.e. blanket
sleepers) and special order merchandise. Such booking orders typically require
the Company to confirm any allocation five days prior to the start ship date. A
decision by any significant customer or group of stores, whether motivated by
competitive conditions, financial difficulties or otherwise, to decrease the
amount of merchandise purchased from the Company, or to change its manner of
doing business, could have a material adverse effect on the Company's financial
condition and results of operations. See "Business -- Customers."
In recent years, the retail industry has experienced consolidation and
other ownership changes. In addition, some of the Company's customers have
operated and currently operate under the protection of the federal bankruptcy
laws. In the future, retailers in the U.S. and in foreign markets may
consolidate, undergo restructurings or reorganizations, or realign their
affiliations, any of which could decrease the number of stores that carry the
Company's products or increase the ownership concentration within the retail
industry. While
12
<PAGE> 14
such changes in the retail industry to date have not had a material adverse
effect on the Company's business or financial condition, there can be no
assurance as to the future effect of such changes.
COMPETITION
The infant and toddler apparel market is highly competitive. Both branded
and private label manufacturers compete in the infant and toddler apparel
markets. Competition generally is based upon product quality, brand name
recognition, price, selection, service and convenience. Gerber's primary
competitors include Fruit of the Loom, Inc. ("Fruit of the Loom"), the Hanes
subsidiary of the Sara Lee Corporation ("Hanes"), The William Carter Company
("Carter's"), licensed products and firms using character licenses from Walt
Disney Company, Inc. ("Disney") and others. Gerber also competes with certain
retailers, including several which are customers of the Company, which have
significant private label products offerings. Certain of Gerber's competitors
have greater financial resources than the Company. Gerber's ability to compete
depends, in substantial part, on the continued high regard for the Gerber brand
name and the ability of Gerber to continue to offer high-quality garments at
competitive prices.
The hosiery industry is highly fragmented and has significant branded and
private label components. Competition is generally in terms of price, quality,
service, brand recognition and style. Auburn's primary competitors include
Hanes, which has the largest share of the market, Renfro Corporation ("Renfro"),
Neuville Industries, Inc. ("Neuville") and the Russell Corporation ("Russell").
Auburn also competes with certain retailers, including several which are
customers of the Company, which have significant private label product
offerings. In addition, Auburn competes with private label manufacturers,
including small, local manufacturers and large, public companies that have
greater financial resources than the Company and larger customer bases. See
"Business -- Competition."
RECENT ACQUISITION
The Company acquired the capital stock of Auburn in December 1997. The
ability of the Company to achieve its objectives in connection with the
Acquisition are, as with any acquisition, subject to certain risks including,
among others, the possible inability to retain certain Auburn personnel,
potential negative effects of diverting management resources and the possible
failure to retain Auburn's customers. None of Auburn's executive officers have
entered or are expected to enter into employment agreements with the Company. In
connection with the Offering, however, these executives shall receive stock
options which shall be subject to vesting and forfeiture provisions. Moreover,
under the terms of Auburn's license with Wilson, Auburn and Gerber are not
permitted to consolidate their top management team, sales force, distributors,
customer service and manufacturing functions and are not permitted to commingle
product lines. As a result, there can be no assurance that the expected benefits
from the Auburn acquisition, including certain economies of scale and
efficiencies, will be achieved on a timely basis or at all. The Company
believes, however, that the failure to achieve such economies of scale or to
integrate selected administrative functions of Auburn with the Company's
operations will not adversely affect the Company's financial condition or
results of operations.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent to a large extent on its ability to attract,
motivate and retain an adequate labor force, including management, sales,
design, art, manufacturing, merchandising and other personnel. The Company is
also dependent to a significant extent upon the continued efforts of its senior
management team, including its Chairman, President and Chief Executive Officer,
Edward Kittredge, its Senior Vice President, Richard L. Solar and its Vice
President of Finance, Secretary and Treasurer, David E. Uren. The Company has
entered into employment agreements with the above-named executive officers which
expire in 2001. If, for any reason, such executives do not continue to be active
in management, the Company's operations could be materially adversely affected.
The Company does not maintain key-man life insurance policies on any of its
executive officers or key employees. After the consummation of the Offering, the
Company's executive officers and key employees will own shares of
Common Stock, representing on a diluted basis an approximately %
aggregate ownership interest. See "Management" and "Principal Stockholders."
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<PAGE> 15
RISKS OF THIRD PARTY MANUFACTURING AND SOURCING
The Company manufactures its products both in the U.S. and abroad and also
purchases certain products manufactured by independent manufacturers. In 1997,
approximately 60% of Gerber's products, based on total product cost, were
manufactured or sourced outside of the United States. The Dominican Republic
accounted for 24% of total production, with other countries including Guatemala,
Mexico, Taiwan, Hong Kong, Thailand, Russia, China and South Korea accounting
for the balance. During 1997, pro forma for the Acquisition, approximately 30%
of Gerber's products, based on cost, were manufactured by third party
independent manufacturers (including some manufacturers located outside of the
United States). The Company has entered into exclusive production agreements
with independent manufacturers in Guatemala and Mexico, the material terms of
which are believed by management to be consistent with industry standards. The
inability of an independent manufacturer to ship orders of the Company's
products in a timely manner or to meet the Company's quality standards could
cause the Company to miss the delivery date requirements of its customers for
those items, which could result in cancellation of orders, refusal to accept
deliveries or a reduction in purchase prices, any of which could have a material
adverse effect on the Company's financial condition and results of operations.
The Company generally has no long-term contracts with its independent
manufacturing sources and competes with other companies for production
facilities and import quota capacity. Third party manufacturing is done on a
purchase order basis, pursuant to Contract Service Agreements, which outline
responsibilities of the parties. No single independent manufacturer engaged by
the Company accounted for more than 5% of the Company's pro forma total
production in 1997. Although the Company believes that it has established close
relationships with its principal manufacturing sources, the Company's future
success will depend in some measure on its ability to maintain such
relationships.
The Company requires its independent manufacturers to operate in compliance
with applicable laws and regulations, including laws and regulations governing
the fire retardancy of certain of the Company's products. The Company monitors
the independent manufacturers' compliance with the Company's quality assurance
guidelines and other applicable regulations through both internal and external
quality assurance inspectors. Additionally, all of the Company's licensors have
the right to, and may from time to time, perform independent inspections of
facilities utilized by the Company. While the Company's purchasing guidelines
promote ethical business practices, the Company does not control such
manufacturers or their labor practices. The violation of labor or other laws by
an independent manufacturer of the Company, or the divergence of an independent
manufacturer's labor practices from those generally accepted as ethical in the
United States, could have a material adverse effect on the Company. See
"Business -- Gerber -- Manufacturing and Sourcing."
COSTS OF RAW MATERIALS AND SUPPLIER RELATIONSHIPS
The Company depends on certain raw materials such as yarn for the
manufacturing of its products. In order to hedge against price increases of
yarn, the Company actively manages its cost through contracts with its yarn
suppliers with terms of up to one year. This practice generally has enabled the
Company to successfully manage the effect of price fluctuations; however, no
assurance can be given that the Company will continue to be successful in
managing such price fluctuations or that future price fluctuations in yarn and
other raw materials will not have a material adverse effect on the Company. With
the exception of two suppliers located in Western Europe, all of the Company's
yarn suppliers are located in the U.S. To date, the Company has not experienced
any difficulty in obtaining yarn and other raw materials. However, there can be
no assurance that any of such supplier relationships will not be terminated in
the future. Any sustained interruption in the Company's receipt of adequate
supplies could have a material adverse effect on the Company.
RISKS ASSOCIATED WITH FOREIGN OPERATIONS AND IMPORT RESTRICTIONS
A significant percentage of the Company's products are manufactured outside
of the United States, both by the Company in the Dominican Republic and Ireland
and by independent manufacturers in a number of
14
<PAGE> 16
other foreign countries, including China, Guatemala, Indonesia, Mexico, the
Philippines, Taiwan and Thailand. The Company is therefore subject to the risks
generally associated with manufacturing or purchasing products in foreign
countries, such as foreign governmental regulations, changes in existing tax
laws, social, political or economic instability, currency and exchange risks,
disruptions or delays in shipments, restrictions on the transfer of funds and
changes in economic conditions in countries in which the Company's manufacturing
sources are located, including any risks associated with the loss of China's
most favored nation status.
In addition, the Company depends on exporters to obtain certain raw
materials and products. Many of these exporters finance their working capital by
obtaining "packing" loans which are backed by letters of credit. As a result of
the recent financial and economic instability in Southeast Asia, some exporters
have experienced difficulty obtaining such loans and, consequently, have been
forced to discontinue operations. None of the Company's exporters have ceased
operations at this time. Although the Company's operations could be disrupted if
one or more of the Company's larger exporters are forced to terminate their
exporting activities, management believes that the Company's flexible sourcing
capability would prevent such disruption from materially impacting the Company's
results of operations and financial condition. See "Business --
Gerber -- Manufacturing and Sourcing."
The Company is subject to United States regulations and the risk of the
imposition of additional regulatory burdens relating to apparel imports,
including quotas on the amounts and types of merchandise which may be imported
into the United States from other countries, duties or taxes and other charges
on imports. Any of such duties, taxes and other charges are, and will continue
to be, reflected in the Company's costs. In addition, although the Company does
not know of any currently pending regulatory changes that would have a harmful
effect on its business, it is possible that future regulatory changes could have
an adverse effect on the Company's financial condition and results of
operations. The Company is currently in compliance with these regulations in all
material respects; however, failure to comply in the future with these
regulations could result in a delay in clearing shipments through customs, which
could have an adverse effect on the Company's operations. A failure to comply
with such regulations could result in penalties, fines and processing delays in
the future. The Company has adopted procedures designed to ensure compliance
with customs regulations and has retained an outside consultant to regularly
review such procedures and the Company's customs filings for accuracy and
completeness. See "Business -- Gerber -- Manufacturing and Sourcing -- Quality
Control."
The Company's import operations are subject to constraints imposed by
bilateral textile agreements between the United States and a number of foreign
countries. These agreements, which have been negotiated bilaterally either under
the framework established by the Arrangement Regarding International Trade in
Textiles, known as the Multifiber Agreement, or other applicable statutes,
impose quotas on the amounts and types of merchandise which may be imported into
the United States from these countries. These agreements also allow the
signatories to adjust the quantity of imports for categories of merchandise
that, under the terms of the agreements, are not currently subject to specific
limits. The Company's imported products are also subject to United States
customs duties which comprise a meaningful portion of the cost of the
merchandise.
RISK OF FLUCTUATION IN FOREIGN CURRENCY EXCHANGE RATES
Gerber generally conducts transactions in U.S. dollars. However, a portion
of Auburn's sales and costs are transacted in British pounds, French francs,
German marks, Irish pounds and Belgian francs. As such, the sales and costs of
these products may be affected by changes in the value of the relevant foreign
currencies. During 1997, on a pro forma basis, approximately 7% of the Company's
revenues and 8% of the Company's expenses were denominated in currencies other
than U.S. dollars. The Company's exposure to changes in foreign currency
exchange rates results from the operations of and investment in Auburn's Irish
subsidiary. With respect to such subsidiary, changes in currency exchange rates
may also affect the relative prices at which the Irish subsidiary and foreign
competitors sell their products in the same market. Following the Acquisition,
the Company adopted a foreign exchange policy which will be implemented in
Auburn's Irish subsidiary for the purpose of managing its day-to-day exposure.
The policy mandates a short-term hedging program for its existing and potential
exposures to changes in foreign currency exchange rates. There are
15
<PAGE> 17
currently foreign exchange contracts in place covering amounts in excess of the
Company's policy, which the Company expects will be reduced to current policy
levels by the end of the second quarter of 1998. There can be no assurance that
foreign currency fluctuations will not have a material adverse effect on
Auburn's financial condition and results of operations, which, in turn, could
have a material adverse effect on the Company. The Company views its investment
in the Irish subsidiary as long term and, therefore, has not hedged against
either its investment or future earnings. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Fluctuation of
Foreign Currency Exchange Rates."
SEASONAL BUSINESS
In Gerber's segments of the apparel industry, sales are typically somewhat
higher in the third and fourth quarters due to the seasonal nature of some of
its products (such as blanket sleepers). With the acquisition of Auburn, which
experiences higher sales in the second quarter, the Company will continue to
experience seasonality, with the third quarter expected to represent the highest
volume shipping quarter for the Company. See "Management's Discussion and
Analysis of Financial Condition and Results of Operation -- Selected Quarterly
Results of Operations" and "Business -- Backlog and Seasonality."
COST OF ENVIRONMENTAL COMPLIANCE
The Company's manufacturing facilities and operations are subject to
certain federal, state, local and foreign laws and regulations relating to
environmental protection and occupational health and safety, including those
governing wastewater discharges, air emissions, the management and disposal of
solid and hazardous wastes, and the remediation of contamination associated with
the release of hazardous substances. The Company believes that it has never been
cited, fined or otherwise held liable for violations of any environmental
statutes or regulations. In addition, the Company believes that it is in
substantial compliance with such requirements, and does not currently anticipate
any material capital expenditures for environmental control facilities for the
current or succeeding fiscal year. Nonetheless, there can be no assurance that
such requirements will not become more stringent or be interpreted and applied
more stringently. Such future changes or interpretations or the identification
of adverse environmental conditions previously unknown to the Company could
result in additional compliance costs or in remediation costs to the Company.
The Company's older facilities contain asbestos materials and lead-based paint
in areas where the potential for worker exposure to such materials is minimal.
The cost of removing or encapsulating such materials in the Company's Pelzer,
South Carolina distribution facility would be a material expenditure. It is the
Company's policy to protect the safety of its employees and the Company would
undertake to encapsulate or remove such materials if the Company perceived that
employees were at risk. See "Business -- Environmental and Other Regulatory
Matters."
CONTROL BY EXECUTIVE OFFICERS AND CURRENT STOCKHOLDERS
Following consummation of the Offering and the Reorganization, management
will hold approximately % and CVC and its affiliates will hold
approximately 19% of the outstanding shares of Common Stock. CVC and its
affiliates will also hold shares of Class B Common Stock, convertible at the
holder's option into shares of Common Stock representing % of the
outstanding Common Stock. As a result, if CVC and its affiliates convert their
shares of Class B Common Stock into shares of Common Stock, CVC and its
affiliates will have sufficient voting power to elect the Company's board of
directors and determine the results of other matters submitted to a vote of
stockholders. In addition, Mr. Kittredge's employment agreement provides that he
will be the Chairman of the Board and Chief Executive Officer of the Company.
The concentration of ownership may have the effect of delaying or preventing a
change of control of the Company. In addition, there can be no assurance that in
any transfer of a controlling interest in the Company any other holders of
Common Stock will be allowed to participate in any such transaction or will
realize any premium with respect to their shares. See "Principal Stockholders."
16
<PAGE> 18
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS
Sales of a substantial number of shares of Common Stock in the public
market or the perception that such sales could occur could adversely affect
prevailing market prices for the Common Stock. Upon completion of the Offering,
the Company will have shares of Common Stock outstanding and
shares of Class B Common Stock outstanding. Of such shares, the
shares of Common Stock being sold in the Offering (together with any
shares sold upon exercise of the Underwriters' over-allotment option) will be
immediately eligible for sale in the public market without restriction, except
for shares purchased by or issued to any affiliate of the Company. CVC and its
affiliates have certain demand registration rights with respect to the Common
Stock and Class B Common Stock of the Company held by them. All stockholders of
the Company immediately prior to the Offering have piggyback rights with respect
to sales of stock by the Company, and in the case of holders other than CVC and
its affiliates, piggyback rights with respect to sales by CVC or its affiliates.
In connection with the Offering, the Company's executive officers and
directors and CVC and its Affiliates have agreed not to dispose of any shares of
Common Stock for a period of 180 days from the date of this Prospectus, or to
make any demand for or exercise any right with respect to the registration of
the shares for such 180 day period, and the Company has agreed not to dispose of
any shares (other than issuances by the Company of certain employee stock
options and shares covered thereby) for a period of 180 days from the date of
this Prospectus, without the prior written consent of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, on behalf of the Underwriters. All existing
stockholders have also waived all rights to register securities owned by them in
connection with the Offering.
Upon expiration of the 180-day lockup period, shares of
Common Stock will be eligible for sale subject to certain volume and other
limitations imposed by Rule 144 under the Securities Act. In addition,
shares of Class B Common Stock will be outstanding and convertible at the
holder's option into shares of Common Stock. The sale of a substantial number of
shares held by the existing stockholders, whether pursuant to a subsequent
public offering or otherwise, or the perception that such sales could occur,
could adversely affect the market price of the Common Stock and could materially
impair the Company's future ability to raise capital through an offering of
equity securities. See "Shares Eligible for Future Sale," "Description of
Capital Stock" and "Underwriting."
ABSENCE OF DIVIDENDS; RESTRICTION ON PAYMENT OF DIVIDENDS
The Company does not expect to pay dividends for the foreseeable future.
The Company's Credit Agreement restricts the ability of the Company to pay
dividends on the Common Stock. See "Dividend Policy" and "Description of Certain
Indebtedness."
CERTAIN ANTI-TAKEOVER PROVISIONS
The Company's certificate of incorporation and bylaws contain certain
provisions that could make more difficult the acquisition of the Company by
means of tender offer, a proxy contest or otherwise. The Company's charter
establishes an advance notice procedure for stockholder nominations of persons
for election to the board of directors in advance of an annual meeting of
stockholders of the Company. Stockholders at an annual meeting may only consider
nominations specified in the notice of meeting or brought before the meeting by
or at the direction of the board of directors, or by a stockholder who was a
stockholder of record on the record date for the meeting, who is entitled to
vote at the meeting, and who has given to the Company's Secretary timely written
notice, in proper form, of the stockholder's intention to make such nomination
before the annual meeting. An amendment to this provision would require approval
by an affirmative vote of holders of 66 2/3% of the shares of voting stock of
the Company. The Company's charter provides for cumulative voting in the
election of directors. See "Description of Capital Stock -- Certain Provisions
of the Company's Amended and Restated Certificate of Incorporation."
17
<PAGE> 19
DILUTION
The initial public offering price will be substantially higher than the net
tangible book value per share of Common Stock. Investors purchasing shares of
Common Stock will therefore incur immediate and substantial dilution. See
"Dilution."
NO PRIOR PUBLIC MARKET; POTENTIAL VOLATILITY OF STOCK PRICE
Prior to the Offering, there has been no public market for the Common
Stock. Although application has been made for listing the Common Stock on the
New York Stock Exchange, there can be no assurance that an active trading market
for the Common Stock will develop or be sustained following the Offering or that
the market price of the Common Stock will not decline below the initial public
offering price. The initial public offering price of the Common Stock offered
hereby will be determined by negotiations between the Company and the
Underwriters and may not be indicative of future market prices. The price at
which the Common Stock will trade will depend upon a number of factors,
including, but not limited to, the Company's historical and anticipated
quarterly and annual operating results, variations between such results and
analyst and investor expectations, investor perceptions of the Company and
comparable public companies, changes in the industries in which the Company
operates or in the industries of the Company's significant customers, and
general market and economic conditions, some of which factors are beyond the
Company's control. The stock market has from time to time experienced extreme
price and volume fluctuations. See "Underwriting."
18
<PAGE> 20
USE OF PROCEEDS
The net proceeds to the Company from the Offering are estimated to be $46.0
million, assuming an initial public offering price of $ per share (based on
the midpoint of the price range as set forth on the cover of the Prospectus),
after deducting the estimated underwriting discount and offering expenses
payable by the Company ($53.0 million if the Underwriters' over-allotment option
is exercised in full). The Company intends to use such net proceeds: (i) to
repay a senior subordinated note in the aggregate principal amount of $22.5
million held by Citicorp Mezzanine Partners, L.P. ("CMP") (the "CMP Senior
Note"), (ii) to repay a junior subordinated note (the "GPC Junior Note") in the
aggregate principal amount of $11.0 million held by GPC (the "GPC Junior Note"),
(iii) to repay certain other indebtedness of the Company in the aggregate
principal amount of $12.1 million and (iv) to redeem certain shares of GCIH's
preferred stock in connection with the Reorganization in the aggregate amount of
$355,000. See "Description of Certain Indebtedness" and "Certain Relationships
and Related Transactions -- Merger and Conversion of GCIH Stock." The Company
will use any net proceeds received upon the exercise of the Underwriters'
over-allotment option for general corporate purposes, which may include the
repayment of additional indebtedness.
The CMP Senior Note bears interest at a rate of 12.00% payable
semi-annually on January 15 and July 15, matures in equal installments on
January 22, 2003 and January 22, 2004 and was originally issued in connection
with the Original Acquisition. The GPC Note bears interest at a rate of 12.00%
payable annually in arrears, matures on January 22, 2006 and was originally
issued in connection with the Original Acquisition. Dividends on the Preferred
Stock accrue at a rate of 12.00% per annum of the "Liquidation Value." For such
purposes, "Liquidation Value" is equal to $100 plus any accrued and unpaid
dividends thereon. The preferred stock is redeemable by the Company on January
31, 2007 or any time prior thereto, in whole or in part, at a price per share
equal to the Liquidation Value plus accrued and unpaid dividends thereon. The
term loan portion of the Credit Agreement bears interest at a rate equal to
either (a) the Base Rate plus the Applicable Percentage or (b) the Eurodollar
Rate plus the Applicable Percentage (each such term as defined in the Credit
Agreement). Such rate is determined at the Borrower's option, and was 7.41% as
of February 27, 1998. The term loan portion of the Credit Agreement matures on
September 30, 2002 and was originally incurred in connection with the
Acquisition.
DIVIDEND POLICY
The Company has not paid any dividends with respect to the Common Stock.
The Company presently intends to retain future earnings to finance its growth
and development and therefore does not expect to pay any cash dividends in the
foreseeable future. In addition, the Credit Agreement restricts the payment of
cash dividends by the Company (subject to certain limited exceptions), and the
Company may in the future enter into loan or other agreements or issue debt
securities or preferred stock that restrict the payment of dividends. The
declaration and payment of dividends by the Company are subject to the
discretion of the Board of Directors of the Company (the "Board"). Any future
determination to pay dividends will depend on the Company's results of
operations, financial condition, capital requirements, contractual restrictions
and other factors deemed appropriate by the Board.
19
<PAGE> 21
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
December 31, 1997 (i) as adjusted to give effect to the Reorganization and (ii)
as further adjusted to reflect the Offering and the application of the estimated
net proceeds therefrom, assuming an initial public offering price of $ per
share (based on the midpoint of the price range as set forth on the cover of the
Prospectus), and as described in "Use of Proceeds." This table should be read in
conjunction with the "Selected Financial Information," the Unaudited Pro Forma
Condensed Consolidated Statement of Operations and the audited consolidated
financial statements and related notes thereto included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
AT DECEMBER 31, 1997
------------------------------------
ADJUSTED FOR PRO FORMA
REORGANIZATION(A) ADJUSTED(B)
--------------------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C>
Current debt:
Revolving credit loans (c)................................ $ 250 $ 250
Current portion of long-term debt......................... 7,286 7,286
-------- --------
Total current debt................................ 7,536 7,536
======== ========
Long-term debt, net of current portion:
Term loan portion of Credit Agreement..................... 32,000 19,855
Senior subordinated note payable.......................... 22,500 --
Junior subordinated note payable.......................... 11,000 --
Other long-term debt...................................... 3,974 3,974
-------- --------
Total long-term debt.............................. 69,474 23,829
Shareholder's equity:
Common Stock, par value $.01 per share, shares
authorized; shares outstanding, as adjusted for
Reorganization; shares outstanding pro forma
adjusted...............................................
Common Stock, Class B, par value $.01 per share, shares
authorized; shares outstanding, as adjusted for
Reorganization; shares outstanding pro forma
adjusted...............................................
Detachable stock warrants................................... 189 189
Additional paid-in-capital.................................. 20,609
Retained earnings........................................... 13,526 13,217
-------- --------
Less unearned compensation under restricted stock plan...... (767) (767)
-------- --------
Total shareholders' equity................................
-------- --------
Total capitalization.............................. $ $
======== ========
</TABLE>
- ---------------
(a) See "Certain Relationships and Related Transactions -- The Reorganization."
(b) Additionally, $355,000 of net proceeds of the Offering will be used to
redeem certain shares of GCIH's preferred stock in connection with the
Reorganization. See "Certain Relationships and Related
Transactions -- Transactions with Management and Directors."
(c) The Company had approximately $41,700 of availability under the Credit
Agreement at February 21, 1998.
20
<PAGE> 22
DILUTION
As of December 31, 1997, the Company had a net tangible book value of
approximately $ , or $ per share of Common Stock. "Net
tangible book value" per share of Common Stock represents the difference between
the net tangible assets and the liabilities of the Company, on a consolidated
basis, divided by the total number of shares of Common Stock outstanding.
Without taking into account any changes in the net tangible book value after
December 31, 1997, other than to give effect to (i) the Reorganization and (ii)
the Offering and the application of the estimated net proceeds therefrom,
assuming an initial public offering price of $ (based on the midpoint
of the price range as set forth on the cover of the Prospectus), the pro forma
net tangible book value of the Company at December 31, 1997 would have been
approximately $ , or $ per share. This represents an immediate
increase in net tangible book value of $ per share of Common Stock to
existing stockholders and an immediate dilution of $
per share to new investors. The following table illustrates this per share
dilution:
<TABLE>
<CAPTION>
<S> <C> <C>
Assumed initial public offering price per share............. $
Actual deficit in net tangible book value per share as of
December 31, 1997...................................... $
Increase in net tangible book value per share attributable
to the issuance of Class B Common Stock................
Increase in net tangible book value per share attributable
to the Offering........................................
------
Pro forma net tangible book value per share as of ...
------
Immediate dilution per share to new investors in the
Offering.................................................. $ (a)(b)
======
</TABLE>
- ---------------
(a) If the Underwriters' over-allotment option is exercised in full, dilution to
new investors will be $ per share.
(b) The foregoing computations assume no exercise of stock options and warrants
after December 31, 1997. As of December 31, 1997, there were outstanding
warrants to purchase an aggregate of shares of Common Stock at a
weighted average exercise price of approximately $ per share. If all of
the foregoing warrants had been exercised at December 31, 1997, the net
tangible book value per share of Common Stock at such date would have been
$ and the pro forma net tangible book value per share after giving
effect to the Reorganization and the Offering would have been $ ,
representing an immediate dilution to new investors of $ per share and an
immediate increase in net tangible book value of $ per share attributable
to the Reorganization and the Offering.
The following table summarizes, on a pro forma basis as of December 31,
1997, the number of shares of Common Stock purchased from the Company, the
estimated value of the total consideration or value paid or deemed attributable
thereto and the average price per share paid by or attributable to existing
stockholders and the new investors purchasing shares in the Offering.
<TABLE>
<CAPTION>
AVERAGE PRICE
SHARES TOTAL CONSIDERATION PER SHARE OF
------------------ ------------------- COMMON
NUMBER PERCENT AMOUNT PERCENT STOCK
------- ------- -------- ------- -------------
<S> <C> <C> <C> <C> <C>
Current stockholders............ (a) % $ % $
New investors...................
------- -- -------- --
Total(b)..............
======= == ======== ==
</TABLE>
- ---------------
(a) Includes shares of Class B Common Stock and excludes shares of Class
B Common Stock which may be issued upon the exercise of a warrant which was
issued in connection with the Original Acquisition.
(b) Excludes shares of Common Stock reserved for issuance under the
Incentive Plan.
21
<PAGE> 23
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents (i) selected historical consolidated financial
data of the Predecessor Company for the year ended and as of December 31, 1995
and (ii) selected historical consolidated financial information of the Company
for the period from January 22, 1996 to December 31, 1996, the year ended
December 31, 1997 and at December 31, 1996 and 1997. The selected consolidated
financial data of the Predecessor and the Company have been derived from the
financial statements of the Predecessor and the Company, respectively, which
have been audited by Ernst & Young LLP and included elsewhere in this
Prospectus. The selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the financial statements and notes thereto included
elsewhere in this Prospectus.
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY (A) COMPANY
------------ ----------------------------
PERIOD FROM
JANUARY 22,
YEAR ENDED 1996 TO YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1996 (B) 1997 (c)
------------ ------------ ------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales........................................... $197,401 $185,223 $202,037
Cost of sales....................................... 156,434 138,608 146,294
-------- -------- --------
Gross margin........................................ 40,967 46,615 55,743
Selling, general and administrative expenses........ 24,633 23,894 27,766
Stock compensation(d)............................... -- -- 9,465
Other............................................... -- 689 231
-------- -------- --------
Total operating expenses............................ 24,633 24,583 37,462
-------- -------- --------
Income before interest and income taxes............. 16,334 22,032 18,281
Interest expense, net............................... -- 6,308 5,798
-------- -------- --------
Income before income taxes and extraordinary item,
net.............................................. 16,334 15,724 12,483
Provision for income taxes.......................... 6,270 6,244 4,764
-------- -------- --------
Income before extraordinary item, net............... 10,064 9,480 7,719
Extraordinary item, net (e)......................... -- -- (708)
Less preferred stock dividends...................... -- (1,328) (1,637)
-------- -------- --------
Net income available to common shareholders......... $ 10,064 $ 8,152 $ 5,374
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------
1995 1996 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital........................................... $ 69,591 $ 56,205 $ 65,877
Total assets.............................................. 103,196 106,060 163,891
Total debt................................................ -- 43,436 77,010
Preferred stock including accrued dividends............... -- 13,068 14,610
Investment by GPC......................................... 79,129 -- --
Shareholders' equity...................................... -- 9,101 19,419
</TABLE>
(footnotes on following page)
22
<PAGE> 24
- ---------------
(footnotes to table on previous page)
(a) The Predecessor Company operated as a wholly-owned subsidiary of GPC until
being divested by GPC on January 22, 1996. The financial data for the
Predecessor Company is not entirely comparable to that of the Company due to
certain factors including the following:
(i) The Predecessor Company did not incur any royalty expense for the use
of the Gerber name and baby head logo. During the period from January 22,
1996 to December 31, 1996, and for fiscal year ended December 31, 1997, the
royalty expense to GPC was $1.9 million and $3.5 million, respectively.
(ii) The Predecessor Company's net sales in 1995 included approximately
$8.3 million of net sales at cost to GPC that generated no gross margin.
Net sales to GPC in 1996 and 1997 of approximately $6.2 million and
approximately $4.3 million, respectively, generated gross margins in 1996
and 1997 of approximately $950,000 and $598,000, respectively.
(iii) The Predecessor Company was included in various self-insurance
programs provided by GPC, including medical, dental, workers' compensation,
comprehensive general and excess liability and property damage and business
interruption. GPC also provided management information services to the
Predecessor Company and allocated a portion of the expenses incurred to the
Predecessor Company. In addition, the Predecessor Company was allocated a
portion of legal and professional costs for services directly attributable
to the Predecessor Company. Certain services were provided by GPC's
corporate staff, for which no charge was made to the Predecessor Company.
Management believes the aggregate cost of these unallocated services was
insignificant. The Predecessor Company was charged for all outside legal
and professional expenses directly attributable to it.
(iv) In 1995, the Predecessor Company had no long term debt and was not
charged any interest expense as a subsidiary of GPC.
(v) The provision for income taxes of the Predecessor Company essentially
results from applying the Federal and state statutory rates to the
operations of a stand-alone company.
At August 25, 1994 in connection with the purchase of GPC by Sandoz, Ltd.,
the Predecessor Company transitioned its books and records to be in
conformity with International Accounting Standards. The Predecessor
Company's books and records for 1995 were since reconstructed to be in
conformity with U.S. generally accepted accounting principles.
(b) Excludes the Predecessor Company's unaudited operations summarized below for
the period January 1, 1996 through January 21, 1996.
<TABLE>
<S> <C>
Net sales..................................... $6,657
Gross margin.................................. 1,070
SG&A expenses................................. 1,386
Loss before interest and income taxes......... (316)
Net loss...................................... (196)
</TABLE>
(c) Includes the following operating results for Auburn and Sport Socks Ireland
for the period December 17, 1997 through December 31, 1997.
<TABLE>
<S> <C>
Net sales..................................... $1,511
Gross margin.................................. 184
SG&A expenses................................. 225
Loss before interest and income taxes......... (41)
Net loss...................................... (28)
</TABLE>
(d) Represents expense related to stock compensation incurred in connection with
the sale of capital stock to executives and management of the Company below
fair market value. See "Certain Relationships and Related Transactions --
Transactions with Management and Directors."
(e) Represents unamortized loan costs and prepayment penalty totaling $708,000
(net of an income tax benefit of $452,000) expensed in connection with the
replacement of the Company's then-existing credit facility with the Credit
Agreement.
23
<PAGE> 25
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the year ended December 31, 1997 gives effect to (a) the Acquisition which
occurred as of December 17, 1997 and (b) the Reorganization and the Offering, as
if such events had occurred on January 1, 1997.
The unaudited pro forma consolidated financial information is based upon
the historical consolidated financial statements of each of the Company, Auburn
Hosiery Mills, Inc. (which includes the results of its consolidated subsidiary,
Sport Socks Co. (UK) Limited, for all periods hereunder) and Sport Socks Ireland
and should be read in conjunction with the financial statements and the related
notes thereto included elsewhere in this Prospectus. The historical financial
information of Auburn and Sport Socks Ireland set forth below covers the period
from January 1, 1997 through December 16, 1997. The historical financial
information of Sport Socks Ireland has been adjusted for inclusion in the
Unaudited Pro Forma Condensed Consolidated Financial Information to conform to
U.S. generally accepted accounting principles and has been translated into U.S.
dollars based upon the average exchange rate of U.S. dollars/Irish pounds for
the period January 1, 1997 through December 16, 1997 of U.S. $1.52 to L1.00. The
Company's historical results of operations for the year ended December 31, 1997
include the results of operations of Auburn Hosiery Mills, Inc. and Sport Socks
Ireland since December 17, 1997, the effective date of the Acquisition.
The pro forma financial information presented does not purport to be
indicative of the financial position or operating results which would have been
achieved had the transactions described above taken place at the dates indicated
and are not necessarily indicative of the Company's financial position or
results of operations for any future date or period.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
--------------------------------------------------------------------------------------------
HISTORICAL
--------------------------------
AUBURN ACQUISI- REORGANIZATION PRO
HOSIERY SPORT TION PRO AND FORMA
MILLS, SOCKS ADJUST- FORMA OFFERING AS
GERBER INC. IRELAND MENTS COMBINED ADJUSTMENTS ADJUSTED
-------- ------- ------- -------- -------- -------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales........................ $202,037 $49,033 $19,030 $270,100 $270,100
Cost of sales.................... 146,294 39,019 13,974 (a) (90) (b) 199,197 199,197
-------- ------- ------- ------- -------- ------- --------
Gross margin..................... 55,743 10,014 5,056 90 70,903 70,903
Operating expenses:
Selling, general and
administrative expenses...... 27,997 7,393 4,024 (a) 1,022 (c) 40,436 40,436
Foreign exchange loss (d)...... -- -- 1,042 1,042 1,042
Stock compensation (e)......... 9,465 -- -- 9,465 9,465
-------- ------- ------- ------- -------- ------- --------
Total operating expenses..... 37,462 7,393 5,066 1,022 50,943 50,943
-------- ------- ------- ------- -------- ------- --------
Income (loss) before interest and
income taxes................... 18,281 2,621 (10) (932) 19,960 19,960
Interest expense................. 5,798 151 71 3,022 (f) 9,219 (5,298)(g) 3,921
177 (h) --
-------- ------- ------- ------- -------- ------- --------
Income (loss) before income
taxes.......................... 12,483 2,470 (81) (4,131) 10,741 5,298 16,039
Provision (benefit) for income
taxes.......................... 4,764 939 (38) (1,549) (i) 4,116 1,987(i) 6,103
-------- ------- ------- ------- -------- ------- --------
Income (loss) from continuing
operations (j)................. $ 7,719 $ 1,531 $ (43) $(2,582) $ 6,625 $ 3,311 $ 9,936
======== ======= ======= ======= ======== ======= ========
Income from continuing operations
per basic share................ $ (k)
========
Income from continuing operations
per diluted share.............. $ (k)
========
Weighted average shares
outstanding - basic............
========
Weighted average shares
outstanding - diluted..........
========
</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
24
<PAGE> 26
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(a) Reflects reclassification of royalty expense from selling, general and
administrative expenses to cost of sales in conformity with the Company's
reporting practices.
(b) Reflects a reduction in the cost of goods sold arising from a reduction in
depreciation expense related to net adjustments to net carrying value of
certain fixed assets of the acquired companies.
(c) Reflects the amortization of goodwill resulting from the Acquisition based
upon a 20 year estimated period of benefit. The goodwill was derived as
follows:
<TABLE>
<S> <C>
Purchase price..................................... $40,000
Assets acquired.................................... (35,870)
Liabilities assumed................................ 15,895
Acquisition costs.................................. 417
-------
Total Goodwill..................................... $20,442
=======
</TABLE>
(d) In connection with the acquisition of Sport Socks Ireland, the Company
adopted an accounting policy to mark to market forward foreign exchange
contracts which do not qualify for hedge transactions. This adoption was
required to conform Irish GAAP to U.S. GAAP and resulted in a $46
adjustment to Sport Socks Ireland's statement of operations. In addition,
$996 of such loss was the result of unrealized losses in respect of forward
foreign currency contracts relating to future transactions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's consolidated financial statements and the
notes thereto.
(e) Represents expense related to stock compensation incurred in connection
with the sale of capital stock to executives and management of the Company
below fair market value. See "Certain Relationships and Related
Transactions -- Transactions with Management and Directors."
(f) Reflects interest adjustments in connection with the Acquisition detailed
as follows:
<TABLE>
<S> <C>
Interest expense related to deferred financing cost
amortization associated with the new Credit Agreement..... $ 208
Interest expense resulting from $40.0 million term loan
under the Credit Agreement assuming scheduled quarterly
principal amortization of $1.5 million with a rate of
7.5%...................................................... 2,814
------
Adjustment............................................. $3,022
======
</TABLE>
(g) Reflects adjustments to interest expense as a result of the Offering:
<TABLE>
<S> <C>
Interest on the $22.5 million Senior Subordinated Note
Payable, one-half of the principal due January 2003 and
balance due January 2004 at an interest rate of 12.00%.... $2,738
Interest on the $11.0 million Junior Subordinated Note
Payable, due January 2006 at an interest rate of 12.00%... 1,338
Interest on $12.1 million outstanding under the Credit
Agreement at an estimated interest rate of 8.75%.......... 1,077
Amortization of deferred financing costs on the retired
debt...................................................... 113
Amortization of discount on the $22.5 million Senior
Subordinated Note Payable................................. 32
------
Adjustment............................................. $5,298
======
</TABLE>
(h) Reflects adjustment to decrease interest income by $177, in connection with
the settlement of certain intercompany receivables with the previous owner.
(i) Reflects adjustment for Federal and state income taxes based on statutory
rates adjusted for permanent differences such as non-deductible expenses.
25
<PAGE> 27
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(CONTINUED)
(IN THOUSANDS)
(j) Excludes extraordinary item related to unamortized loan costs and
prepayment penalty totaling $708 (net of an income tax benefit of $452)
expensed in connection with the prepayment of the Company's then-existing
credit facility with the Credit Agreement.
(k) Calculated using the weighted average number of shares of Common Stock
outstanding during the period assuming that (i) a to 1 stock split
will occur prior to or contemporaneously with the Offering, (ii) the
majority of the preferred stock issued and outstanding will be converted
into Class B Common Stock at the per share offering price, minus
underwriters' discount and (iii) the Offering will generate estimated net
proceeds of approximately $ million as a result of the sale of
shares of Common Stock issued upon consummation of the Offering
(as if they were outstanding as of the beginning of the period, which
proceeds shall be used as described above in "Use of Proceeds").
In connection with the Offering, the deferred financing costs associated
with the subordinated debt to be repaid with the Offering proceeds will be
written off along with the unamortized discount associated with such debt
as an extraordinary item in 1998. This extraordinary item is estimated to
be approximately $309 (net of a tax benefit of $185), and is excluded from
the pro forma, as adjusted income from continuing operations.
26
<PAGE> 28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
"Selected Consolidated Financial Data" and the Company's consolidated financial
statements and notes thereto included elsewhere in this Prospectus. Except for
the historical information contained herein, the discussion in this Prospectus
contains forward-looking statements that involve risks and uncertainties, such
as statements of the Company's plans, objectives, expectations and intentions.
The cautionary statements made in this Prospectus should be read as being
applicable to all related forward-looking statements wherever they appear in
this Prospectus. The Company's actual results could differ materially from those
discussed here. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and in the section
entitled "Risk Factors," as well as those discussed elsewhere in this
Prospectus.
OVERVIEW
In January 1996, Gerber Childrenswear, Inc. was acquired from GPC by a
group of investors led by Edward Kittredge, the Company's Chairman, President
and Chief Executive Officer, who assembled the Company's current management
team. The new management team, under the direction of Mr. Kittredge, developed a
series of initiatives to strengthen the Company's financial operations and
improve its operations. To achieve cost efficiencies, Gerber consolidated
manufacturing facilities, established a flexible production strategy including
domestic and offshore manufacturing and sourcing components, extended the
payment terms of certain supply arrangements and centralized finished product
purchasing across all categories. Furthermore, Gerber renewed its emphasis on
production quality, reducing the percentage of irregular products produced in
certain of the Company's principal factories to approximately 3% from
approximately 7%. Gerber also encouraged a more entrepreneurial culture by
enhancing its incentive-based compensation program for executive, managerial and
professional employees and by installing an equity ownership program for
employees. As a result, management believes that the Company is well positioned
to implement its strategy to remain a low cost producer of high quality branded
products to volume retailers. Gerber's operating margin, excluding royalties
accrued to GPC, stock compensation and other non-recurring charges, increased to
15.6% in 1997 from 13.3% in 1996 and 8.3% in 1995.
In addition, in order to build upon the Company's expertise as a low-cost
supplier of branded merchandise to volume retailers, the Company acquired all of
the outstanding capital stock of Auburn in December 1997 for approximately $40.0
million in cash. Auburn manufactures, markets and sells branded sport socks for
men, women and children under established brand names such as Wilson, Coca-Cola
and Converse in the U.S. and internationally and under the Dunlop brand name in
Europe. Auburn markets to a diversified customer base in the U.S. and Europe,
including volume retailers, department stores, wholesale clubs and major
sporting good chains. As a result of the Acquisition, the Company markets
products in over 25 countries. The Company believes that Auburn's expertise in
hosiery will position it to capitalize on growth opportunities and the
Acquisition will provide opportunities to achieve certain economies of scale and
efficiencies in the areas of purchasing, data processing and selling, general
and administrative expenses. In 1997, pro forma for the Auburn acquisition, the
Company's net sales and income from continuing operations were $270.1 million
and $6.6 million, respectively.
RESULTS OF OPERATIONS
The following discussion and analysis compares the operations of the
Predecessor Company for 1995, a shortened period of the Company for 1996
(January 22, 1996 through December 31, 1996), and a full year of the Company for
1997 (including the operations of two acquired companies for the period December
17, 1997 to December 31, 1997). The operations of the Company for 1996 and 1997
reflect the accrual by the Company of a portion of future licensing royalty fees
that will become payable to GPC in years 2002 through 2005. The Company is
recording charges against earnings for the straight line effect of the
anticipated total royalty expense expected to be incurred over the initial ten
year term of the licensing agreement with GPC. No licensing fees are required to
be paid during the first six years of the agreement. The amount of such
licensing royalty fees accrued in 1996 and 1997 were $1.9 million and $3.5
million, respectively.
27
<PAGE> 29
The Predecessor Company operated as a wholly-owned subsidiary of GPC until
being divested by GPC on January 22, 1996. The financial data for the
Predecessor Company is not entirely comparable to that of the Company due to
certain factors including the following:
(i) The Predecessor Company did not incur any royalty expense for the use
of the Gerber name and baby head logo. During the period from January 22,
1996 to December 31, 1996, and for fiscal year ended December 31, 1997, the
royalty expense to GPC was $1.9 million and $3.5 million, respectively.
(ii) The Predecessor Company's net sales in 1995 included approximately
$8.3 million of net sales at cost to GPC that generated no gross margin.
Net sales to GPC in 1996 and 1997 of approximately $6.2 million and
approximately $4.3 million, respectively, generated gross margins in 1996
and 1997 of approximately $950,000 and $598,000, respectively.
(iii) The Predecessor Company was included in various self-insurance
programs provided by GPC, including medical, dental, workers' compensation,
comprehensive general and excess liability and property damage and business
interruption. GPC also provided management information services to the
Predecessor Company and allocated a portion of the expenses incurred to the
Predecessor Company. In addition, the Predecessor Company was allocated a
portion of legal and professional costs for services directly attributable
to the Predecessor Company. Certain services were provided by GPC's
corporate staff, for which no charge was made to the Predecessor Company.
Management believes the aggregate cost of these unallocated services was
insignificant. The Predecessor Company was charged for all outside legal
and professional expenses directly attributable to it.
(iv) In 1995, the Predecessor Company had no long-term debt and was not
charged any interest expense as a subsidiary of GPC.
(v) The provision for income taxes of the Predecessor Company essentially
results from applying the Federal and state statutory rates to the
operations of a stand-alone company.
In addition, in 1996 and 1997 the Company has variously recorded inventory
reserves to cover expected losses on the sale of closeout and irregular
inventories, to cover favorable cost variances pertaining to inventory and to
cover anticipated shrinkage on inventory. The Company periodically reviews the
reserve and may in the future increase or decrease the reserve depending on
industry conditions and other factors.
At August 25, 1994 in connection with the purchase of GPC by Sandoz, Ltd.,
the Predecessor Company transitioned its books and records to be in conformity
with International Accounting Standards. The Predecessor Company's books and
records for 1995 were since reconstructed to be in conformity with U.S.
generally accepted accounting principles.
The following table sets forth, for the periods indicated, income statement
data expressed as a percentage of revenue. Any trends reflected by the following
table may not be indicative of future results.
28
<PAGE> 30
<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
-------------------------------------------------------
PREDECESSOR COMPANY COMPANY
------------------- --------------------------------
PERIOD FROM
YEAR ENDED JANUARY 22, 1996 YEAR ENDED
DECEMBER 31, TO DECEMBER 31, DECEMBER 31,
1995 1996 1997
------------------- ---------------- ------------
<S> <C> <C> <C>
Net sales..................................... 100.0% 100.0% 100.0%
Cost of sales................................. 79.3 74.8 72.4
----- ----- -----
Gross margin.................................. 20.7 25.2 27.6
Selling, general & administrative expenses.... 12.4 12.9 13.7
Stock compensation............................ -- -- 4.7
Other......................................... -- 0.4 0.1
----- ----- -----
Income before interest and income taxes....... 8.3 11.9 9.1
Interest expense, net......................... -- 3.4 2.9
----- ----- -----
Income before income taxes and extraordinary
item, net................................... 8.3 8.5 6.2
Provision for income taxes.................... 3.2 3.4 2.4
----- ----- -----
Income before extraordinary item, net......... 5.1 5.1 3.8
Extraordinary item, net....................... -- -- (0.3)
----- ----- -----
Net income.................................... 5.1% 5.1% 3.5%
===== ===== =====
</TABLE>
YEAR ENDED DECEMBER 31, 1997 COMPARED TO PERIOD FROM JANUARY 22, 1996 TO
DECEMBER 31, 1996
Net sales. Net sales were $202.0 million in 1997, an increase of $16.8
million, or 9.1%, from net sales of $185.2 million for the period January 22,
1996 to December 31, 1996. The revenue in 1997 included three weeks of
additional results compared to 1996 and also included $1.5 million relating to
Auburn sales following its acquisition on December 17, 1997. Excluding Auburn
results in 1997 and including the Predecessor Company's results for the period
January 1, 1996 through January 21, 1996, the increase in net sales was $9.0
million, primarily resulting from increases in unit sales to existing customers
in core categories. The growth in unit sales was primarily due to a greater
emphasis on developing new product categories and the introduction of new
displays offering promotional buying advantages for the consumer.
Gross margin. Gross margin as a percentage of net sales increased to 27.6%
in 1997 from 25.2% in 1996. Gross margin is determined after accruing royalty
expense under the Gerber license agreement of $3.5 million in 1997 versus $1.9
million in 1996. The principal reasons for the improved gross margin as a
percentage of net sales were lower manufacturing costs resulting from improved
operating efficiency, increased production in owned facilities and a greater
percentage of products made offshore.
Selling, general & administrative expenses, excluding stock
compensation. Selling, general and administrative expenses (excluding stock
compensation) as a percentage of net sales were 13.7% in 1997, versus 12.9% in
1996. The increase was principally due to expanding the Company's merchandising
and selling efforts to support sales growth, plus the cost in 1997 to relocate
central distribution activities into a lower cost facility in another state.
Stock compensation. In 1997, stock compensation of $9.5 million was
incurred in connection with the sale of stock to certain executives and managers
of the Company below its fair market value.
Other. Other represents the cost of closing and realignment of certain
facilities in the amount of $0.2 million in 1997 and $0.7 million in 1996.
Income before interest and income taxes. Income before interest and income
taxes was $18.3 million in 1997, compared to $22.0 million in 1996. Excluding
stock compensation, 1997 income before interest and income taxes would have been
$27.7 million, or 13.7% of net sales compared to 11.9% in 1996. The improvement
resulted from the increased sales and improved gross margin percentage.
29
<PAGE> 31
Interest expense, net. Interest expense, net, was $5.8 million for 1997
compared to $6.3 million for 1996. This decrease was primarily due to decreased
average debt outstanding and a more favorable rate structure for 1997 as
compared to 1996.
Provision for income taxes. Provision for income taxes was $4.8 million in
1997, compared to $6.2 million in 1996. The effective tax rate was 38.2% for
1997 as compared to 39.7% for 1996. The higher effective tax rate in 1996 was
primarily due to permanent non-deductible items associated with GCIH's
acquisition of the Company.
Extraordinary item. In connection with the Acquisition, the senior credit
facility was replaced. The deferred financing costs associated with this old
facility were written off and charged to operations in 1997. This expense, along
with the associated prepayment penalties, was approximately $0.7 million (net of
a tax benefit of $0.5 million) in 1997.
Net income. As a result of the above, net income was $7.0 million for 1997
and $9.5 million for 1996. Excluding the impact of the stock compensation, net
income for 1997 would have been $12.9 million, a 36% increase over 1996.
PERIOD FROM JANUARY 22, 1996 TO DECEMBER 31, 1996 OF THE COMPANY COMPARED TO
YEAR ENDED DECEMBER 31, 1995 OF THE PREDECESSOR COMPANY
Net sales. Net sales in 1996 were $185.2 million for the period from
January 22, 1996 to December 31, 1996, compared to 1995's net sales of $197.4
million. Including the $6.7 million of net sales of the Predecessor Company for
the period January 1, 1996 to January 21, 1996 in the Company's 1996 period, net
sales declined 2.8% or $5.5 million compared to 1995. The Company believes the
decline was primarily due to the Predecessor Company management's focus in 1995
on the sale of Gerber which resulted in less resources being directed towards
developing new products for sale in 1996.
Gross margin. Gross margin as a percentage of net sales increased to 25.2%
in 1996 from 20.7% in 1995. The increase in gross margin was due to (i) reduced
cost of sales due to greater offshore sourcing and offshore manufacturing by the
Company, (ii) a more favorable product mix, (iii) margin enhancement in 1996 as
compared to 1995 on sales of products to GPC, resulting in an approximately 0.4%
margin increase, offset in part by (iv) an accrual of $1.9 million in 1996 for
Gerber licensing royalty expense (which charge was not borne by the Predecessor
Company).
Selling, general & administrative expenses. Selling, general and
administrative expenses were $23.9 million, or 12.9% of net sales in 1996, a
decrease of $739,000 from $24.6 million, or 12.4% of net sales, in 1995. While
the dollar amount of expense declined, the increase in such expense as a
percentage of net sales was due to (i) a one-time severance charge incurred in
1996, (ii) enhancement of the management incentive program, (iii) an increase in
insurance costs associated with a stand-alone entity, offset in part by (iv)
reductions in distribution expense and employee benefit costs.
Other. Other represents the cost of closing and realignment of facilities
aggregating $0.7 million in 1996.
Income before interest and income taxes. As a result of the foregoing, the
Company had income before interest and income taxes of $22.0 million in 1996
compared to $16.3 million in 1995. The income before interest and income taxes
as a percentage of net sales was 11.9% in 1996 versus 8.3% in 1995.
Interest expense, net. Interest expense, net was $6.3 million for 1996,
resulting from the debt incurred to acquire the Company and to support working
capital needs. In 1995, the Predecessor Company had no long-term debt and was
not charged any interest expense as a subsidiary of GPC.
Provision for income taxes. Provision for income taxes was $6.2 million
for 1996, compared to $6.3 million for 1995. The Company's effective tax rate
was 39.7% for 1996, compared to 38.4% for 1995. The higher effective tax rate in
1996 was primarily due to non-recurring non-deductible items associated with
GCIH's acquisition of the Company. The provision for income taxes of the
Predecessor Company essentially resulted from applying the Federal and state
statutory rates to the operations of a stand-alone company.
30
<PAGE> 32
Net income. As a result of the above, net income was $9.5 million for 1996
and $10.1 million for 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash needs are working capital, capital expenditures,
and debt service. The Company has financed its working capital, capital
expenditures and debt service requirements primarily through internally
generated cash flow, in addition to funds borrowed under the Company's Credit
Agreement. The Company intends to use the net proceeds from the Offering to
repay subordinated notes payable of $33.5 million, to repay certain other
indebtedness of the Company and to redeem certain shares of GCIH's Preferred
Stock in connection with the Reorganization in the aggregate amount of $355,000.
Upon consummation of the Reorganization and the Offering, the Company's cash
flow requirements for debt service will be substantially reduced. See
"Description of Certain Indebtedness" and "Unaudited Pro Forma Condensed
Consolidated Statement of Operations."
Net cash used in operating activities for the year ended December 31, 1997
was $(5.0) million compared to net cash provided by operating activities of
$32.3 million and $13.4 million for the periods ended December 31, 1996 and
December 31, 1995, respectively. The decrease in net cash provided by operating
activities from 1996 to 1997 is primarily due to (i) an increase in inventory of
$15.0 million, primarily representing higher levels of safety stocks maintained
on hand in 1997 to minimize delivery time and properly service customers in the
first quarter of 1998 to limit disruptions to customers during the transition to
a new warehouse in 1997, and as a result of the need to keep more inventory on
hand due to increased reliance on offshore sourcing, (ii) an increase in
accounts receivable of $8.5 million, primarily due to the timing of collections
and (iii) a decrease in income tax payable of $10.2 million, primarily related
to differences in the timing of payments between 1996 and 1997, due in part to
the tax impact of stock compensation late in 1997. The increase in net cash
provided by operating activities from January 22, 1996 to December 31, 1996 is
primarily due to (i) a $10.5 million decrease in inventory due to a corporate
focus on decreasing slow moving inventories, (ii) an increase of $11.3 million
in 1996 in accrued expenses and accounts payable, and (iii) a $6.0 million
decrease in 1996 in income tax payable.
For Gerber, working capital requirements vary throughout the year. Working
capital increases during the first half of the year as inventory, primarily
blanket sleepers, builds to support peak shipping periods. The Auburn business
is less seasonal, and as such, while working capital tends to increase slightly
during the second half of the year, the variation is small. See "Description of
Certain Indebtedness."
Under the terms of a ten-year license agreement between the Company and
GPC, the initial term of which expires in 2006, the Company is not required to
pay royalty fees to GPC until the year 2002. Commencing in 2002, the Company is
required to pay an escalating royalty fee as a percentage of net sales of
Gerber-licensed products throughout the term of the license agreement and in
each year of the two consecutive five-year renewal terms if such renewal terms
are negotiated. The Company is recording charges against earnings in accordance
with generally accepted accounting principles in order to ensure a straight-line
effect of the total royalty expense expected to be incurred over the initial ten
year license term. The charges recorded prior to 2002 represent non-current
liabilities that will begin to be paid to GPC in 2002. The initiation of such
royalty payments in year 2002 may adversely affect the Company's cash flow. See
"Risk Factors -- Dependence on Gerber License and Other Intellectual Property"
and "Business -- Licenses and Trademarks."
In connection with the Offering, the deferred financing costs associated
with the subordinated debt to be repaid with the Offering proceeds will be
written off along with the unamortized discount associated with such debt as an
extraordinary item in 1998. This extraordinary item is estimated to be
approximately $309 (net of a tax benefit of $185).
In connection with the acquisition of Auburn, the Company's then-existing
senior credit facility was refinanced. Indebtedness under the Credit Agreement
consists of a $40.0 million term loan to finance the Acquisition and a $60.0
million revolving facility to fund current working capital requirements. The
term loan portion of the Credit Agreement will mature on September 30, 2002 and
requires quarterly principal payments totaling $1.5 million in 1997, $6.5
million in 1998, $8.1 million in 1999, $8.5 million in 2000, $8.6 million in
31
<PAGE> 33
2001 and $6.8 million in 2002. The revolving credit portion of the Credit
Agreement will mature on October 31, 2002 and has no scheduled interim
amortization but does require mandatory principal prepayments annually based on
excess cash flow commencing December 31, 1998. The Company also incurred debt
issuance costs of $1.0 million in 1997. The Company had approximately $41.7
million of availability under its Credit Agreement at February 21, 1998. In
connection with the consummation of the Offering, the Company is seeking certain
amendments to its Credit Agreement. Consummation of the Offering is dependent on
obtaining such amendments. The Credit Agreement subjects the Company to standard
covenants and events of default. As of February 21, 1998, the Company was in
compliance with all such covenants and was not in default. See "Description of
Certain Indebtedness."
In connection with the Acquisition, the Company assumed approximately $2.6
million of Auburn's indebtedness. Auburn's Irish subsidiary maintains a IRL3.0
million loan facility (U.S. $4.1 million as of February 21, 1998) with the
National Irish Bank consisting of a combined term loan, overdraft, guarantee and
foreign exchange line. This facility is subject to annual review. The overdraft
facility and foreign exchange line are available at the Company's discretion
with each term loan draw down subject to the National Irish Bank's approval. At
present, the Irish subsidiary has drawn down two term loans under the available
loan facility and has drawn down on the foreign exchange line. The term loans
had an aggregate balance of IRL517,123 (U.S. $705,000 as of February 21, 1998)
outstanding as of December 31, 1997 and are repayable in quarterly installments
of interest and principal, the final payment for which is due in September 1999.
The Irish subsidiary is not currently using its overdraft facility. In addition,
the Irish subsidiary has received grants from the Industrial Development
Authority which, if certain investment targets and minimum employment levels at
the Irish facility are not met, could become repayable to the IDA in the
aggregate amount of up to IRL1,815,799. Auburn is a party to two loan agreements
with the County of Logan, Kentucky related to the issuance in 1989 of two series
of industrial revenue bonds of which approximately $2.4 million remained
outstanding at December 31, 1997. Auburn's two principal Kentucky facilities are
mortgaged in connection with such financing.
The Company invested $4.2 million, $1.0 million and $1.5 million in capital
expenditures during 1997, 1996 and 1995, respectively. These expenditures
consisted primarily of normal replacement of manufacturing equipment, purchases
of office equipment and upgrades to information systems. In addition, the
Company relocated its distribution center in 1997 resulting in a one-time
capital expenditure of $2.0 million. The Company is budgeting an aggregate of
$5.7 million for capital expenditures in 1998 to replace or upgrade equipment
and to upgrade MIS systems, which amount will be invested in both Gerber and
Auburn to facilitate the growth of the business. Gerber's portion, $3.9 million,
includes approximately $1.7 million for MIS systems upgrades which the Company
believes, if fully implemented, could provide efficiencies in the areas of
product development, forecasting and planning.
The Company believes that cash generated from operations, together with
amounts available under the revolving portion of the Credit Agreement and other
facilities of the Irish subsidiary, will be adequate to meet its working
capital, capital expenditures, and debt service requirements for the foreseeable
future.
SELECTED QUARTERLY RESULTS OF OPERATIONS
The following table sets forth certain unaudited quarterly statement of
operations data for the period from January 22, 1996 to December 31, 1996 and
for fiscal year ended December 31, 1997, as well as such data expressed as a
percentage of the Company's net sales for the period indicated. This data has
been derived from unaudited financial statements that, in the opinion of the
Company, include all adjustments necessary for fair presentation of such
information when read in conjunction with the Company's financial statements and
notes thereto. Income before interest and income taxes in 1997 has been adjusted
to exclude the stock compensation charge (dollars in millions).
32
<PAGE> 34
<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------------------------------------------------
MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31
---------- ---------- ---------- --------- --------- --------- ---------- ---------
1996 1997
------------------------------------------------ ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales..................... $36.6 $39.0 $58.3 $51.2 $45.3 $40.2 $60.3 $56.2
Gross margin.................. 9.4 10.6 15.5 11.1 12.7 12.1 16.8 14.1
Income before interest and
income taxes................ 3.8 3.4 9.0 5.8 5.7 4.9 9.6 7.6
PERCENTAGE OF NET SALES
Net sales..................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Gross margin.................. 25.7 27.2 26.6 21.6 28.0 30.1 27.9 25.1
Income before interest and
income taxes................ 10.4 8.7 15.4 11.3 12.6 12.2 15.8 13.5
</TABLE>
In Gerber's segments of the apparel industry, sales are typically higher in
the third and fourth quarters due to the seasonal nature of some of its
products. With the acquisition of Auburn, which experiences higher sales in the
second quarter, the Company will continue to experience seasonality, with the
third quarter expected to represent the highest volume shipping quarter for the
Company. See "Business -- Backlog and Seasonality."
FLUCTUATION OF FOREIGN CURRENCY EXCHANGE RATES
Inventory purchases from contract manufacturers in the Far East are
primarily denominated in U.S. dollars; however, purchase prices for the
Company's products may be affected by fluctuations in the exchange rate between
the U.S. dollar and the local currencies of the contract manufacturers, which
may have the effect of increasing the Company's cost of goods sold in the
future. During the last two fiscal years, exchange rate fluctuations have not
had a material effect on the Company's inventory cost.
Following the Acquisition, the Company adopted a foreign exchange policy
which has been implemented in Auburn's Irish subsidiary for the purpose of
managing its day-to-day exposure. There are currently foreign exchange contracts
in place covering amounts in excess of the Company's policy, which the Company
expects will be reduced to current policy levels by the end of the second
quarter of 1998. During 1997, Auburn's Irish subsidiary recorded a charge of
approximately $1.0 million related to its foreign currency exposure prior to its
acquisition by the Company. During the first three months of 1998, the Company
recorded an additional charge of approximately $0.4 million related to this
foreign currency exposure. There can be no assurance that the Company will not
incur additional losses in the second quarter. See "Risk Factors -- Risk of
Fluctuation in Foreign Currency Exchange Rates."
ACCOUNTING STANDARDS
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based
Compensation. With respect to the Company, this Statement will be effective in
fiscal 1998 upon the establishment of the Company's Long-Term Incentive Plan.
See "Management -- Long-Term Incentive Plan." The Company will adopt only the
disclosure provision of SFAS No. 123 and account for stock based compensation in
accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, which recognizes compensation cost based on the intrinsic
value of the equity instrument awarded.
The Financial Accounting Standards Board has issued SFAS No. 130,
"Reporting Comprehensive Income," which is effective for financial statements
for fiscal years ending after December 31, 1997. This standard establishes
standards for the reporting and display of comprehensive income which is defined
under SFAS No. 130 as "the change in equity (net assets) during a period from
transactions and other events and circumstances from nonowner sources." Under
SFAS No. 130, the Company has several choices in the disclosure of the
components of other comprehensive income. The Company plans to implement SFAS
No. 130 during the first quarter of fiscal year 1998.
In June 1997, the FASB released Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("FAS 131"). FAS 131 will change the way
33
<PAGE> 35
companies report selected segment information in annual financial statements and
also requires those companies to report selected segment information in interim
financial reports to shareholders. FAS 131 is effective for fiscal years
beginning after December 15, 1997. The Company has evaluated the impact of the
application of the new rules on the Company's consolidated financial statements
and does not expect the new rules to change the way it presently presents its
segments.
INFLATION
Results of operations have not been significantly affected by inflation.
The Company, in the normal course of business, has been able to offset the
impact of increased costs through operating efficiencies and selected price
increases.
FORWARD LOOKING STATEMENTS
This Prospectus includes forward-looking statements, including statements
regarding, among other items, (i) the Company's anticipated growth strategies
and intention to consider future acquisitions, (ii) the Company's intention to
introduce new products, introduce product line extensions, and enter new
distribution channels, (iii) anticipated trends in the Company's businesses,
(iv) future expenditures for capital projects (including MIS expenditures) and
any benefits expected to be derived therefrom, (v) the Company's ability to
reduce its interest expenses and debt service obligations and (vi) the Company's
ability to continue to control costs and maintain quality. These forward-looking
statements are based largely on the Company's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond the Company's
control. Actual results could differ materially from these forward-looking
statements as a result of the factors described in "Risk Factors" including,
among others, (i) changes in the competitive marketplace, including the
introduction of new products, technologies or pricing changes by the Company's
competitors, and (ii) changes in the trends in the market for infant and toddler
apparel and related products. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained in this Prospectus will in fact transpire.
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BUSINESS
THE COMPANY
Gerber Childrenswear, Inc. is a leading marketer of infant and toddler
apparel and related products, offering products under its flagship brand,
Gerber, as well as the Baby Looney Tunes and Curity brand names and the Onesies
trademark. The Gerber name and baby head logo are among the best recognized in
the infant and toddler industry. The Company believes Gerber is the leading
provider of infant and toddler apparel and related products, based on dollar
volume and breadth of product offering, to volume retailers, which constitute
the fastest growing segment of the retail industry. The Company also distributes
products to mid-tier department stores and specialty retailers. Gerber holds a
leading market share, based on dollar volume, in its distribution channels in
the underwear, blanket sleeper and cloth diaper categories. The Company believes
that these leading positions in addition to strong consumer recognition of its
brands provide opportunities for Gerber to leverage its brands into other
product categories including sleep 'n play, bed & bath, playwear, bibs, hosiery
and gift sets where Gerber has a growing presence. See
"Business -- Gerber -- Products."
In addition, in order to build upon the Company's expertise as a low-cost
supplier of branded merchandise to volume retailers, the Company acquired all of
the capital stock of Auburn in December 1997 for approximately $40.0 million in
cash. Auburn manufactures, markets and sells branded sport socks for men, women
and children under established brand names such as Wilson, Coca-Cola and
Converse in the U.S., Europe and other international territories and under the
Dunlop brand name in Europe. Auburn markets to a diversified customer base in
the U.S. and Europe, including volume retailers, department stores, wholesale
clubs and major sporting good chains. As a result of the Acquisition, the
Company markets products in over 25 countries. The Company believes that
Auburn's expertise in hosiery will position it to capitalize on growth
opportunities and the Acquisition will provide opportunities to achieve certain
economies of scale and efficiencies in the areas of purchasing, data processing
and selling, general and administrative expenses. See "Business -- Gerber." In
1997, pro forma for the Acquisition, the Company's net sales and income from
continuing operations were $270.1 million and $6.6 million, respectively.
In January 1996, Gerber Childrenswear, Inc. was acquired from GPC by a
group of investors led by Edward Kittredge, the Company's Chairman, President
and Chief Executive Officer, who assembled Gerber's current management team. The
new management team, under the direction of Mr. Kittredge, developed a series of
initiatives to strengthen Gerber's financial results and improve its operations.
To achieve cost efficiencies, Gerber consolidated manufacturing facilities,
established a flexible production strategy including domestic and offshore
manufacturing and sourcing components, extended the payment terms of certain
supply arrangements, centralized finished product purchasing across all product
categories and enhanced its compensation system. As a result, Gerber's operating
margin, excluding royalties accrued to GPC, stock compensation and certain
non-recurring charges, increased to 15.6% in 1997 from 13.3% in 1996 and 8.3% in
1995.
The U.S. retail market for infant and toddler apparel and related products
is estimated at $7.0 billion in 1997, and has grown in dollar volume at a
compound annual rate of 8.0% since 1991. The Company believes that this classic
niche market is well-insulated from major changes in fashion trends and is less
sensitive to general economic cycles due to the consistent level of infant
births in the U.S., at slightly less than 4 million annually since 1989 (based
on U.S. Census data as reported by the National Center for Health Statistics),
and the high consumption rate for apparel products as infants experience
frequent size changes. Annual apparel spending per infant increased to $329 in
1996 from $250 in 1993 according to U.S. Census data, representing compound
annual growth of 9.6%. The Company believes the market offers continued growth
prospects due to demographic factors including (i) more women having children at
an older age and returning to work thereafter, resulting in greater disposable
income for expenditures on children; and (ii) an increasing number of
grandparents, who represent a key consumer segment for infant and toddler
products. Within the infant and toddler industry, greater emphasis on value has
shifted consumer purchases away from traditional department stores and toward
more value-conscious retail channels, including volume retailers and mid-tier
department stores. Additionally, the industry is highly fragmented and services
volume retailers who are interested in limiting their purchases to a smaller
number of well-capitalized vendors with a broad base of
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branded products. The Company believes that its strong brand names, leading
market positions, broad product offerings and strong customer relationships with
volume retailers and mid-tier department stores position it to benefit from
industry trends.
COMPETITIVE STRENGTHS
The Company's business philosophy is to pursue growth and profitability by
maintaining and enhancing its strong brand name recognition and reputation for
quality while continuing to strengthen its customer relationships. The following
factors serve as the Company's competitive strengths and distinguishing
characteristics:
STRONG BRAND NAME RECOGNITION. The Company believes that Gerber is one of
the most recognized brands in the infant and toddler apparel industry with a
reputation for consistently delivering high quality products with innovative
design features at competitive prices. The Gerber brand name was first
introduced for baby food in 1928 by GPC, which holds an approximately 65% market
share in the baby food industry. The Company markets and sells infant and
toddler's apparel and related products using the well established Gerber brand
name and baby head logo. In 1997, the Company sold over 70 million items under
the Gerber brand name. In addition, the Company believes that its popular Baby
Looney Tunes brand name (used on products at slightly higher price points) is
recognized for its use of characters, bright colors and higher fashion content.
The Company also benefits from the strong recognition of its Onesies trademark
(developed for its line of infant underwear) and the Curity brand name (used on
products which are targeted towards more value-conscious consumers). See
"Business -- Brands." Additionally, as a result of the Recent Acquisition, the
Company offers sport socks under the Wilson, Converse, Coca-Cola and Dunlop
brand names licensed by Auburn.
LEADING MARKET POSITIONS IN CORE PRODUCT CATEGORIES. The Company is the
leading provider of infant and toddler apparel and related products to volume
retailers, which constitute the fastest growing segment of the retail industry.
The Company also distributes products to mid-tier department stores and
specialty retailers. Gerber holds a leading market share in its distribution
channels in the underwear, blanket sleeper and cloth diaper categories. The
Company believes that its leading market shares provide significant competitive
advantages in serving its customers, through production and purchasing
efficiencies and greater product development and marketing resources.
Management's strategy is to leverage these competitive advantages to further
penetrate other product categories, whether acquired or internally developed.
HIGH QUALITY, INNOVATIVE PRODUCTS. The Company believes that it has
developed a reputation for high quality and innovative products and that this
has played a critical role in its long-standing strong market positions. In
1982, Gerber designed and developed Onesies, an innovative one-piece underwear
garment, which resulted in a new category of infant apparel which Gerber
believes consumers identify with the Onesies trademark. Most recently, Gerber
introduced the Swim-per, a swim diaper, and Nap 'N Go, a portable daycare mat.
LOW-COST SUPPLIER. The Company believes that its reputation for providing
high quality products at attractive prices has established it as one of the top
infant and toddler's apparel suppliers among value-conscious volume retailers.
The Company actively manages the manufacturing and sourcing of its products to
optimize efficiencies. Of the products manufactured and sourced offshore, the
majority were through manufacturing operations that are owned or dedicated
exclusively to the Company's products. The Company believes that such
diversification has enabled it to enhance operating efficiencies through
production flexibility and expanded capacity without significant capital
investment, while at the same time enabling it to control more efficiently the
delivery and quality of its products. All of these factors have helped the
Company to become a low-cost supplier. See "Business -- Gerber -- Manufacturing
and Sourcing." In addition, the Company believes that its centralized purchasing
and distribution systems have enhanced its cost competitiveness through reduced
distribution costs, minimization of product delays and economies of scale.
LONG-TERM CUSTOMER RELATIONSHIPS AND EMPHASIS ON CUSTOMER SERVICE. Gerber
enjoys well-established, long-term relationships with its customers, many of
which have been maintained at multiple levels from sales
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to senior management. In certain cases, members of Gerber's senior management
and sales force have maintained relationships with Gerber's customers for over
30 years. Moreover, the Company believes its broad product offerings, emphasis
on customer service and proven reliability provide a competitive advantage as
retailers consolidate and seek a smaller number of well-capitalized vendors with
a broad base of branded products. Gerber works closely with its principal
customers to assist in the management of their inventories and has invested in
warehousing and distribution facilities and information systems development,
including an EDI system and a VMI program. In addition, Gerber's information
systems enable it to provide customized merchandising and space allocation
recommendations and other category management services to its retail customers.
Gerber currently provides such customized services for Wal-Mart in certain
product categories. Gerber has been recognized for its accomplishments by many
retailers and in 1997 received the "Supplier Performance Award by Retail
Category" from Discount Store News on behalf of discounters, the highest award a
company can receive from such retailers (the "Suppliers Performance Award"). As
the first place winner for infant and toddler softlines, the Company was
selected to receive the Suppliers Performance Award by buyers and merchandise
managers from the top 100 volume retailers in the U.S. based on advertising
support, distribution flexibility and on-time delivery record. In addition, the
Company has received a number of awards from its customers, including the 1995
Vendor/Partner Award and the 3rd Quarter of 1996 Vendor/ Partner Award of
Excellence from Wal-Mart, the 1996 Platinum Circle Award from Sears, the 1996
Rainbow Award (Top Volume Clothing) from Baby Superstore (currently the "Babies
"R" Us" division of Toys "R" Us) and the 1996 Vendor of the Year Award from Toys
"R" Us, which marked the first time Toys "R" Us ever presented such award to a
non-toy vendor.
DEVELOPMENT OF MANAGEMENT AND OPERATING INFORMATION SYSTEMS. Gerber has
made significant investments in the development of MIS and plans to make
additional capital expenditures to further refine such systems. Gerber believes
that it will continue to benefit from these systems through its ability to
effectively manage inventory, improve sales and reduce operating costs. The
Company currently serves all major domestic volume retailers through its EDI
system, which allows customers to send orders to the Company more quickly and
efficiently. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."
EXPERIENCED MANAGEMENT TEAM WITH A SIGNIFICANT STAKE IN THE COMPANY. The
Company's Chairman, President and Chief Executive Officer, Edward Kittredge, has
had over 35 years of diverse experience in the textile and apparel industry and
the Company's top five senior managers average more than 25 years of experience
in the apparel industry. The sales and merchandising team has been strengthened
with the recent additions of Robert P. Robertson as Senior Vice President of
Sales and Marketing and Mary-beth Boughton as Vice President of Merchandising
(focused on mid-tier department stores). After giving effect to the
Reorganization and the Offering, management will own approximately % of
the Common Stock of the Company on a diluted basis. See "Management."
BUSINESS STRATEGY
The key elements of the Company's business strategy to remain a low-cost
supplier of high quality, branded products to volume retailers include:
ENHANCE OFFERING OF HIGH QUALITY, INNOVATIVE PRODUCTS. The Company intends
to continue to enhance its product offerings through new product initiatives and
product extensions. The Company's strategy is to leverage the Gerber, Baby
Looney Tunes and Curity brands into additional products, including product
segments in which the Company is under-represented. For example, the Company is
under-represented in the approximately $1.8 billion playwear market and in the
approximately $600 million fleece/outerwear market, in each case based on retail
sales. In order to grow its market share in these product lines, Gerber recently
enhanced the Baby Looney Tunes playwear offering and introduced a new line of
Gerber fleecewear. The Company believes that these categories present
significant growth opportunities.
EXPAND INTO NEW AND STRENGTHEN EXISTING DISTRIBUTION CHANNELS. The
Company's plan is to continue to leverage its strong brand names to expand into
new distribution channels in the U.S. and abroad. Gerber recently targeted the
midtier department store channel with product lines such as Always Baby by
Gerber, which are specially designed, packaged and priced for mid-tier
department store customers. Gerber's strategy is to emphasize marketing efforts
to increase product breadth in existing distribution channels in which it
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believes some of its product lines are under-represented. In addition,
management believes that the Gerber, Baby-Looney Tunes and Curity lines of
products have growth opportunities in the food and drug, variety, off-price
apparel, catalog, dollar store, wholesale club and mid-tier department store
distribution channels.
FURTHER PENETRATE INTERNATIONAL MARKETS. Gerber currently has an exclusive
license to use the Gerber brand name on certain infant and toddler apparel and
textile products in the U.S., Canada and the Caribbean and a right of first
refusal to use the Gerber name in Central and South America. Gerber branded
products are currently being shipped in the U.S. and to Canada and the
Caribbean. The Company believes that its offshore manufacturing and sourcing
capabilities give it a competitive advantage to further increase its presence in
the international markets. Gerber plans to increase the distribution of its
Gerber line of products in Canada by offering a broader product mix in such
market. The Company's plan is to leverage the Gerber brand name to expand its
presence in international markets in which the Gerber brand name is established
for baby food, and believes that such markets represent expansion opportunities.
MAXIMIZE OPERATING EFFICIENCIES. The Company's strategy is to continue to
improve operating efficiencies and productivity in order to offer its customers
high quality products at competitive prices. The Company's plan is to continue
to optimize product sourcing to achieve economies of scale and to eliminate
certain duplicative operations in connection with the acquisition of Auburn.
LEVERAGE EXPERTISE THROUGH SELECTIVE ACQUISITIONS. The Company actively
evaluates acquisition candidates and is in discussions from time to time
regarding future acquisitions. Future strategic acquisitions may be undertaken
to broaden the Company's product lines, increase sourcing diversity and
strengthen its presence within various channels of distribution. The Company
believes that numerous acquisition candidates exist within the infant and
toddler apparel industry. In addition, the Company believes that other
acquisition opportunities exist in similar high volume, basic branded apparel
businesses where the Company can leverage its core competencies. The Company is
neither currently negotiating nor has entered into any arrangements,
understandings or agreements with respect to any acquisitions.
GERBER
BRANDS
The Company, through Gerber, offers infant and toddler apparel and related
products under the key brands of Gerber, Baby Looney Tunes and Curity and under
its Onesies trademark, as well as under private labels. In 1997, approximately
70% of Gerber's products were sold under the Gerber brand name, and
approximately 16% of Gerber's products were sold under the Baby Looney Tunes
brand name. The Curity brand name and private label sales accounted for
approximately 2% and 12% of Gerber's total sales, respectively. Products sold
under the Gerber and Curity brand names and private labels are produced in both
basic styles and more design oriented styles. Products sold under the Baby
Looney Tunes brand name are primarily design oriented. The Onesies trademark was
created and developed by Gerber, which resulted in a new category of infant
apparel which the Company believes consumers identify with the Onesies
trademark.
GERBER. The Company's primary brand, Gerber, was first introduced in 1928
by GPC, and has been long associated with infant and toddler care products. The
Company believes that many consumers today associate the "Gerber baby" as "every
baby." Gerber infant and toddler apparel was first introduced in 1963 with a
line of cloth diapers, and the Company currently offers products under the
Gerber name in all of its nine principal product categories. Gerber products are
distributed primarily through volume retailers and mid-tier department stores.
BABY LOONEY TUNES. Gerber markets higher-end, more fashion oriented
products such as playwear and bibs under the Baby Looney Tunes brand name. The
Baby Looney Tunes characters include Baby Tweety, Baby Bugs Bunny, Baby
Tasmanian Devil, Baby Daffy Duck, Baby Wile E. Coyote, Baby Road Runner and Baby
Sylvester on infant and toddler bath products, bedding, sleepwear, underwear,
footwear, socks, layettes, and infant and toddler playwear. The adult characters
of Bugs Bunny, Wile E. Coyote, Marvin the Martian, Foghorn Leghorn, Porky Pig,
Elmer Fudd, Tweety and Sylvester Jr. are also applied to infant and toddler
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bedding. Baby Looney Tunes products are distributed through volume retailers,
mid-tier department stores, and food and drug stores.
CURITY. The Curity brand was reintroduced by Gerber in 1994 to provide an
opening price point to Gerber's portfolio of brands. Products under this brand
are targeted towards more value oriented consumers. Curity brand products are
currently limited to the categories of underwear, cloth diapers, blanket
sleepers and certain other products and are distributed almost exclusively
through volume retailers.
PRIVATE LABEL. Gerber's private label products are generally for large
volume retailers and mid-tier department stores and include products in the
underwear, cloth diaper and sleep n' play categories.
PRODUCTS
Within Gerber's nine product categories, Gerber offers an extensive number
of SKUs in order to provide large volume retailers with a full product line. Of
its nine product categories, its most well-developed categories are underwear,
blanket sleepers and cloth diapers. The Company expects growth in these
categories and the remaining six categories in which it is placing an increasing
emphasis. Apparel product sizes range from newborn through size 4T which are
generally for children up to three years of age. The majority of Gerber's sales
are in the newborn and infant size ranges which are typically for children up to
two years of age.
The following table summarizes Gerber's nine principal product categories:
<TABLE>
<CAPTION>
PRODUCT CATEGORY PRINCIPAL BRANDS RETAIL PRICE RANGE
- ---------------- ---------------- -------------------
<S> <C> <C>
Underwear Gerber, Curity, Baby Looney Tunes, Private $2-11
label
Blanket Sleepers Gerber, Curity, Baby Looney Tunes, Private $4-12
label
Cloth Diapers Gerber, Curity, Private label $5-10/pack
Sleep 'N Play Gerber, Curity, Private label $5-12
Bed & Bath Gerber, Baby Looney Tunes $3-100 (Bed)
$1-8 (Bath)
Playwear Gerber, Baby Looney Tunes $7-15
Bibs Gerber, Baby Looney Tunes $1-3
Hosiery Gerber, Baby Looney Tunes $1-2
Gift Sets Gerber, Baby Looney Tunes $10-30
</TABLE>
UNDERWEAR. Gerber's products in the underwear category are led by the
Company-owned trademark Onesies (an underpant and T-shirt combination garment
for infants) and also include unionsuits, shirts and training pants. Created,
designed and developed by Gerber, the Onesies product line has resulted in a new
category of infant apparel with the distinguishing feature of a seamless garment
body, which Gerber believes makes the product more comfortable for babies. The
Gerber brand is Gerber's main brand in this product category. The Company
believes it has achieved a leading market position in the underwear category,
estimating that Gerber's products constitute over 50% market share of
distribution to volume retailers. Gerber currently is the primary supplier of
infant underwear to many of its customers, including Gerber, Baby Looney Tunes
and Curity products. Management believes that growth in this product category
will occur as a result of further gains in market share, in part due to
consolidation of suppliers to volume retailers.
BLANKET SLEEPERS. Blanket sleepers are one-piece, footed garments in which
infants sleep during the winter months. Gerber's key brand in this product
category is Gerber. The Company believes that Gerber is the market leader in
blanket sleepers with over 50% market share of distribution to volume retailers.
The Company believes that growth in this product category will occur as a result
of further gains in market share, in part due to consolidation of suppliers.
CLOTH DIAPERS. The cloth diaper category includes both traditional cloth
diapers, used as diapers, lap pads and burp cloths, and other products including
vinyl pants and the recently introduced Swim-per, a swim diaper. The Gerber
brand of cloth diaper is marketed to both volume retailers and mid-tier
department stores. Although cloth diaper sales have decreased over the last
several years, management believes that cloth diaper sales have stabilized as
consumers increasingly have come to rely on them for a wide range of uses
including
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use as a burp cloth, to clean up spills in the nursery, or to wipe a child's
face. The Company expects growth within the cloth diaper category to come with
the development of new, innovative products such as the Swim-per.
SLEEP 'N PLAY. Sleep 'N Play products include both pajamas and one piece
outfits called "stretchies." The key brands in this product category include the
Gerber brand and private label, which are distributed primarily to volume
retailers. The Company's strategy is to achieve growth in this product category
through (i) increased offerings of new designs, (ii) increased distribution to
mid-tier department stores including products under the Always Baby by Gerber
brand, and (iii) the introduction of 100% cotton sleepwear for infants up to 9
months old, products now permitted under amended Federal regulations.
BED & BATH. Bed products include quilted products (such as comforters and
bumpers), crib skirts, sheets, and waterproof products such as mattress and
changing table protectors. Bath products include washcloths and towels and
products such as Lil' Hoodlums, which are hooded towels in the shape of animals.
The Gerber and Baby Looney Tunes brands are the key brands within this product
category. Gerber distributes bed and bath products to volume retailers and
mid-tier department stores, and believes the mid-tier distribution channel
represents a strong area for growth.
PLAYWEAR. Gerber is placing a greater emphasis on "Playwear", a category
whose products include coordinated sets, jumpers, overalls and fleece products.
Gerber offers both fall and spring lines of playwear and provides a variety of
styles for each season. The Company believes the playwear category is more
design oriented than underwear or sleepwear. In 1997, Gerber offered its entire
playwear line exclusively under the Baby Looney Tunes brand. In 1998, Gerber
intends to continue its playwear line under the Baby Looney Tunes brand and also
introduce a basic line under the Gerber brand. Management believes that the
playwear market, estimated at $1.8 billion at retail, represents a significant
area of potential growth.
BIBS. Gerber sells bibs under the Gerber and Baby Looney Tunes brands
through volume retailers and food and drug stores. Historically, GPC's Baby Care
Division was responsible for distribution of bibs, among other products, in the
food and drug store distribution channel. As of January 1, 1998, Gerber assumed
the marketing function for bibs to this channel and believes it to be an area
for growth.
HOSIERY. Gerber's hosiery products include crew socks, tights, ankle
socks, booties, bootie sets and bobby socks. The infant and toddler hosiery
market is estimated to be over $500 million at retail, based on dollar volume,
and management believes it can grow the category through offering its hosiery in
an expanded number of distribution channels. Additionally, Gerber expects to
gain further expertise in the hosiery market as a result of its acquisition of
Auburn.
GIFT SETS. Gerber recently introduced a line of gift sets, which includes
selected Company products under the Gerber and Baby Looney Tunes brands, as well
as other accessories acquired from other manufacturers (i.e. diaper baskets).
Gift sets are generally comprised of items relating to common themes such as new
baby, nursery products and infant "sports" themes, and are often packaged in
decorative baskets and other unique packaging which can serve additional
purposes. Gift sets represent the most recent example of Gerber's ability to
leverage its strong brand names to develop a presence in new product categories.
SALES
Gerber's sales force is comprised of approximately 15 sales representatives
and four telemarketers. The Company believes that Gerber's sales force
distinguishes itself through its extensive experience in the infant and toddler
apparel industry, long tenure and thorough understanding of its retail accounts.
Gerber's sales strategy is to have highly qualified personnel handling all
product lines for a small number of retail accounts, which it believes
efficiently serves existing customers and attracts new ones. Gerber's sales
representatives work closely with customers to develop marketing plans,
including merchandise space allocation and other merchandising strategies. The
four-person telemarketing sales organization is based at Gerber's headquarters
in Greenville, South Carolina and handles marketing efforts directed towards
smaller stores and in connection with Gerber's sales to diaper services. In
addition, the Company believes that Gerber's senior management
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team has established strong relationships with the senior management of its
customers which has resulted in solid customer relationships.
In fiscal 1997, $4.3 million of Gerber's products, or 2.1% of Gerber's net
sales, were sold through GPC's Baby Care Division to food and drug channels in
the U.S. and to volume retailers in Canada. Beginning in 1998, Gerber commenced
distribution to food and drug channels in the U.S. directly rather than through
GPC. Additionally, the Company is working with GPC in Canada to broaden the
Company's distribution to Canadian retailers.
DESIGN AND MERCHANDISING
The Company believes that Gerber has developed a reputation for
consistently delivering high-quality, value-priced products, largely due to its
strong merchandising team. Gerber's merchandisers are experienced and have a
proven ability to interpret fashion direction and convert design ideas into both
basic and fashion-oriented products with a value image. Each product category
has its own experienced merchandising group. Merchandisers oversee and manage
the entire design and merchandising process for each product line from the
initial market research to final delivery of the product. The Company believes
that this integrated process has allowed Gerber to become a leading producer of
high quality, basic products while also enabling it to market fashion-enriched
products at several price points.
The Company has developed an extensive network of information and design
idea sources, which it believes maintains a healthy flow of ideas to its
merchandising, design and art teams to help keep products fresh. The key
merchandising personnel responsible for line direction routinely travel to
several international markets for design and product innovations. After
analyzing market trends and obtaining input from key buyers in the field
regarding design and fashion movements, the merchandising design and artist
teams develop a coherent merchandising strategy that will unify that season's
individual line components. Samples are then produced for presentations to
select major accounts. This interaction with "barometer accounts" provides the
Company with additional input as to final line content and an initial indication
of demand which is used to adjust earlier production estimates. The Company's
licensors also review each new design and product at various stages of
production pursuant to their licensing arrangements. The sales force uses sample
lines and supporting story boards to make presentations and complete bookings.
Throughout the year, the merchandising, design and art teams create fresh
product designs for basic and fashion lines.
MANUFACTURING AND SOURCING
MANUFACTURING OPERATIONS. Gerber actively manages the manufacturing and
sourcing of its products to optimize efficiencies, and in 1997, manufactured and
sourced approximately 60% of its products offshore based on total product cost.
The Dominican Republic accounted for approximately 24% of total production, with
other countries including Guatemala, Mexico, Taiwan, Hong Kong, Thailand,
Russia, China and South Korea accounting for the balance. Gerber has seven
manufacturing operations, including one in each of South Carolina and Texas, two
locations in North Carolina and three "9802" facilities in the Dominican
Republic. In "9802" facilities, U.S. components are shipped abroad, assembled,
packaged and re-imported with duty charges assessed only on the value added
abroad. In addition, the Company utilizes third party manufacturers (both
domestically and offshore), and has entered into exclusive production agreements
with contractors in Guatemala and Mexico, the material terms of which are
believed by management to be consistent with industry standards. See "Risk
Factors -- Risk of Third Party Manufacturing and Sourcing."
Through its own and third party manufacturing operations, Gerber is able to
control the knitting, cutting, sewing, embroidering and packaging of its
products. Over the last several years, Gerber has focused its operations on its
manufacturing strengths such as knitting, cutting and sewing, and has
discontinued its inefficient manufacturing operations such as spinning yarn and
dyeing fabric. The Company believes that the combination of domestic and foreign
production helps Gerber maintain competitive pricing by keeping costs low while
fulfilling customer demand for fast turnaround on orders.
The Company believes that Gerber's integrated use of domestic and foreign
production provides tangible competitive advantages and cost benefits by
securing more predictable timing in the production process which
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facilitates the achievement of the Company's high standards with respect to
product quality, timely deliveries and customer service. The ability to
accurately forecast the completion of production allows the Company to offer
narrow and dependable delivery windows to retailers. As retail buyers continue
to consolidate suppliers, the Company believes that they favor those resources
which offer quality products along with reliable and timely deliveries. By
increasing the service demands on suppliers, retailers can minimize inventory
levels, limit markdowns and utilize their open-to-buy dollars most efficiently.
RAW MATERIALS SOURCING. Gerber buys yarn from proven, reliable sources
with which it has good relationships and generally enters into contracts with
terms up to one year with its yarn suppliers which contracts are consistent with
industry standards. To date, Gerber has not experienced any difficulty in
obtaining yarn. See "Risk Factors -- Costs of Raw Materials and Supplier
Relationships." The Company intends to look for opportunities to consolidate
buying between Gerber and Auburn to ensure efficiencies in purchasing (to the
extent permitted under current contractual arrangements).
QUALITY CONTROL. Gerber maintains quality control processes in a variety
of ways. On an internal level, its domestic and offshore production in
Gerber-controlled facilities is under the direction of a senior officer and the
management of each plant is trained and held responsible for the quality of its
own production. Gerber's director of quality control periodically visits each
plant to train management personnel and inspect for quality. Representatives of
the Company's merchandising and engineering staffs also visit the facilities
from time-to-time to inspect for quality. In addition, in the Far East,
employees and agents of the Company visit contractors' facilities to ensure
compliance with specifications on-line including qualitative tests and an
independent testing service is utilized to ensure compliance of garments with
U.S. government regulations. On an external level, all of Gerber's licensors
have the right to, and may from time to time, perform inspections of facilities
utilized by the company. In addition, Gerber's customers perform third-party
quality inspections either through unscheduled visits to Gerber facilities or
through their own internal inspection of delivered final merchandise. The
Company (and its competitors) are also required to provide the U.S. Consumer
Products Safety Commission a continuing guarantee that products conform to U.S.
flammability standards.
DISTRIBUTION AND INVENTORY MANAGEMENT. Gerber currently distributes the
majority of its products through distribution facilities located in Evergreen,
Alabama. Gerber's Bed & Bath products are warehoused at its Pelzer, South
Carolina facility and its blanket sleeper products are primarily warehoused and
shipped from its Ballinger, Texas facility. In December 1997, Gerber relocated
its distribution operations to the Alabama facility, which is approximately
255,000 square feet and is adequate for Gerber's current needs with
opportunities for expansion in capacity. The Company anticipates that the
relocation will create cost savings during the 1998 fiscal year.
Under the Company's inventory management program, Gerber offers retailers
the ability to reorder certain of its products for immediate shipment. Gerber
keeps an inventory of products covered by the program and accepts replenishment
orders through its EDI system. See "Business -- Management Information Systems."
The Company can typically fill such orders within 72 hours of receipt. While the
program requires an increased investment in inventories, the Company believes
that its ability to offer this service to its customers is a significant
competitive advantage.
AUBURN
Auburn manufactures, markets and sells branded sport socks for men, women
and children under established brand names such as Wilson, Coca-Cola and
Converse in the U.S. and internationally and under the Dunlop brand name in
Europe. Auburn has operations in the United States and Ireland. Auburn markets
to a diversified customer base in the U.S. and Europe, including volume
retailers, department stores, wholesale clubs, major sporting good chains and
food and drug stores. The strong brand name recognition and a long
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term reputation for quality facilitate a multi-channel distribution strategy.
Auburn competes effectively in these distribution channels by offering its
branded products at competitive prices, acting as a low-cost producer with the
ability to service customers with quick turnaround, and maintaining strong
customer relations. In addition, with its acquisition by Gerber, Auburn has
added to these core competencies the ability to access capital for future growth
and investment in operations. For the year ended December 31, 1997, Auburn had
sales of approximately $69.6 million.
Auburn competes in the highly fragmented hosiery industry, which has
significant branded, control brand and private label components. Competition
within the industry is generally based on price, quality, service, brand
recognition and style. The Company believes that advances in technology in
hosiery manufacturing will result in a smaller number of well-capitalized
hosiery manufacturers. The Company believes that Auburn is well positioned to
benefit from such consolidation due to its strong brands, established channels
of distribution, strong customer service, low cost manufacturing capabilities
and access to capital. The Company believes that significant growth
opportunities exist through taking market share from private label producers,
which comprise a substantial portion of the hosiery industry. In addition,
management believes that Auburn's European manufacturing facility allows it to
be more responsive to the European market, where management believes significant
opportunity for expansion exists.
BRANDS
The Company believes, based on discussions with Wilson, that Auburn is the
second largest licensee of the Wilson brand name in the U.S. and the third
largest in the world. Sales of Wilson-branded products accounted for
approximately 87% of Auburn's business in 1997. The Wilson brand name enjoys
strong customer recognition, and a quality reputation with its end consumers.
Auburn also produces sports socks under the Coca-Cola and Converse brands
domestically and internationally and under the Dunlop brand name in Europe.
PRODUCTS
Auburn offers a variety of product features and packaging designed to serve
its varied distribution channels. Although Auburn's primary products are white
sports socks for men, women and children, which represent a substantial portion
of Auburn's net sales, Auburn has tailored its product mix to meet consumer
tastes and demands, such as the European demand for darker colors. Auburn's
products vary based on sole cushion, length of sock, foot size, color, placement
of logo and thread content. Auburn also offers a line of high performance sports
socks featuring performance fibers such as Duraspun and Coolmax. The Company
believes that Auburn, driven by technologically advanced knitting and sewing
machinery, has established itself as a market innovator through design
innovations such as the welted-top.
The European market has shown an interest in sport socks in dark colors,
including heather grey, black and navy. The Company believes that the darker
colors have increased end usage in Europe, because many customers tend to wear
sport socks for dress wear as well as sport uses due to the low price and the
high comfort factor of a sport sock. This trend is beginning in the United
States and the Company is well positioned to take advantage of it.
Auburn has developed a strong reputation for packaging flexibility and can
deliver packaged products to suit and meet its customers' individual needs. The
Company believes that the ability to service its customers' individual packaging
and merchandising needs give Auburn a competitive advantage over many of its
competitors.
MANUFACTURING AND SOURCING
MANUFACTURING OPERATIONS. The hosiery business utilizes a capital
intensive manufacturing process through which the sock is knit in the greige,
the toe is closed, the sock is bleached or dyed and then packaged for
distribution. In the U.S., Auburn conducts knitting and toe closing operations
out of its manufacturing facility in Adairville, Kentucky. From time to time,
Auburn also employs outside contractors in Kentucky to knit socks on a purchase
order basis. The amount of socks knitted by such outside contractors is not
material.
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The Adairville facility houses technologically advanced knitting and sewing
equipment. The oldest knitting machines are four years old. Auburn is
implementing a computerized monitoring system of this machinery which increases
efficiency, usage rates and productivity. Auburn's bleaching, dying, packaging
and shipping operations are conducted out of its distribution facility in
Auburn, Kentucky. Technological advances and other control mechanisms at both
the Adairville and Auburn facilities allow Auburn to maximize productivity. The
Company intends to invest in further technological advances as they become
available.
Outside the U.S., Auburn operates a facility in Cahirciveen, County Kerry,
Ireland which conducts knitting, sewing, bleaching, packaging and shipping
functions using machinery, processes and technology identical to those of the
U.S. facilities. The Ireland facility primarily supplies the European market
(including Western Europe and Eastern Europe west of Russia) with the same
branded American-style sports socks. In addition, the Company has recently
installed in the Ireland facility a computerized monitoring system similar to
that which Auburn is currently implementing in its Adairville facility. Now
fully operational in Ireland, the system has significantly increased efficiency
and productivity at that facility. The Company believes that Auburn's ability to
offer high quality, branded socks at competitive prices has been recognized by
value-conscious Europeans, and that the low levels of similar product offerings
at this time offer an opportunity to develop brand recognition in these markets.
See "Business -- Auburn -- Distribution and Inventory Management."
QUALITY CONTROL. Auburn maintains quality control processes in a variety
of ways. Internally, quality control inspectors monitor work in progress at each
step of the manufacturing process. A record of each operator's performance is
recorded and updated regularly. On an external level, all of Auburn's licensors
have the right to, and may from time-to-time, perform inspections of Auburn's
facilities. Customers also perform third-party quality inspections either
through unscheduled visits to the Auburn facility, or through their own internal
inspection of delivered final merchandise.
DISTRIBUTION AND INVENTORY MANAGEMENT. In the U.S., Auburn distributes its
products through the volume retailers, mid-tier department stores, wholesale
clubs, major sporting good chains and food and drug store distribution channels
from its facility in Auburn, Kentucky. In Europe, Auburn distributes its
products to volume retailers, mid-tier department stores, supermarkets,
wholesale clubs, major sporting goods chains and specialty retailers within the
sporting goods category from its facility in Ireland. Both facilities are able
to ship orders within 72 hours of their receipt. Management believes that this
ability provides a significant competitive advantage over many of Auburn's U.S.
competitors who lack fully-integrated European facilities and, therefore, are
unable to respond quickly to European customers' individual demands. Management
also believes that this ability coupled with Auburn's strong brand names has
made Auburn a leading producer.
MANAGEMENT INFORMATION SYSTEMS
Gerber's MIS system provides, among other things, comprehensive order
processing, production, accounting and management information for the marketing,
manufacturing, importing and distributing functions of Gerber's business. Gerber
has purchased and implemented a software program that enables Gerber to track,
among other things, orders, manufacturing schedules, inventory, sales and
mark-downs of its products. Gerber's MIS staff, based in Greenville, South
Carolina, supports all computer systems and programs used to run Gerber's
business. Gerber believes that its programmers play a critical role at Gerber in
supporting these systems and in developing programs to maximize product flow
through the different manufacturing functions at each facility and correctly
staffing each function. Gerber continuously upgrades its MIS system to attempt
to optimize inventory management and provide management with more timely
information. In addition, Gerber has made expenditures with respect to the
millennium problem and expects to be year 2000 compliant by the end of 1998. The
Company believes that future expenditures related to year 2000 issues will not
be material. In addition, to support Gerber's replenishment program, Gerber
maintains and fully utilizes its EDI and VMI capabilities. Gerber has made
significant investments in the development of such MIS systems and plans to make
additional capital expenditures to improve such systems, including the
development of a fully integrated production system.
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Auburn's MIS system provides a full range of functions. Auburn's domestic
EDI system is available for all customers and is completely integrated with
Auburn's manufacturing, production, order entry, shipping, accounting and
packaging functions. The system links all three of Auburn's domestic facilities
and can interface with Gerber's financial functions. Management expects that
Auburn's domestic EDI system will be year 2000 compliant by the end of 1998. The
Company believes that future expenditures related to year 2000 issues impacting
Auburn's systems will not be material. The MIS system in the Ireland facility,
which includes EDI capability, is a fully-integrated, real-time system and is
able to interface with Auburn's New York sales office. The MIS system in the
Ireland facility is currently year 2000 compliant.
Auburn maintains EDI systems in both its domestic and Ireland facilities.
In addition, to prepare for the integration of a single European currency (the
"E.M.U.") by European Union member states, Auburn is implementing the systems
necessary to offer its products for sale in both national currencies and the
E.M.U.
CUSTOMERS
Gerber directly services approximately 1,100 retail accounts, with the
Company's top 10 customers representing approximately 83% of total 1997 sales.
Sales to Wal-Mart, which accounted for a significant percentage of the net sales
of infant and toddler apparel in the U.S. in 1997, constituted approximately 44%
of Gerber's sales during 1997. Sales to Wal-Mart constituted approximately 48%
of Auburn's sales during 1997 (including sales after the Recent Acquisition). No
other customer accounted for more than 10% of the Company's 1997 sales on a pro
forma basis.
Gerber enjoys well-established, long-term relationships with its customers,
many of which have been maintained at multiple levels from sales to senior
management. In certain cases, members of Gerber's senior management and sales
force have maintained relationships with Gerber's customers for over 30 years.
Approximately 90% of Gerber's customer orders, including all orders from volume
retailers, currently come through the EDI system. This allows Gerber's customers
to receive the quick order turnaround of approximately 72 hours. Gerber has also
implemented a VMI program. Gerber's information systems enable it to provide
customized merchandising and space allocation recommendations and other category
management services to its retail customers. Gerber currently provides such
customized services for Wal-Mart in certain product categories. Gerber has been
recognized for its accomplishments by many retailers and in 1997 received the
Supplier Performance Award from Discount Store News on behalf of discounters,
the highest award a company can receive from such retailers. In addition, the
Company has received a number of awards from its customers, including the 1995
Vendor/Partner of the Year Award and the 3rd Quarter of 1996 Vendor/Partner
Award of Excellence from Wal-Mart, the 1996 Platinum Award from Sears, the 1996
Rainbow Award (Top Volume Clothing) from Baby Superstore (currently the "Babies
"R" Us" division of Toys "R" Us) and the 1996 Vendor of the Year Award from Toys
"R" Us, which marked the first time Toys "R" Us ever presented such award to a
non-toy vendor.
BACKLOG AND SEASONALITY
The Company delivers products throughout the year and generally experiences
busy cycles during the first and third quarters. The EDI system and VMI programs
have significantly reduced the average order period, which effectively reduces
backlog. At December 31, 1997, the Company's backlog of orders for its products,
all of which were expected to be shipped during fiscal 1998, was approximately
$20.2 million, as compared to approximately $18.2 million at December 31, 1996
(including Auburn's backlog in 1996). Backlog as of any given date may not be
indicative of backlog at a subsequent date. Therefore, a comparison of backlog
from period to period is not necessarily an accurate indicator of eventual
shipments.
In Gerber's segments of the apparel industry, sales are typically higher in
the third and fourth quarters. The Company believes that there are three main
reasons for this trend in the third quarter: (i) sales of blanket sleepwear
occur mostly during this period, (ii) a portion of the Company's underwear
business is seasonal in that a product line for the fall season incorporates
seasonal designs, prints, colors and fabric weight, and (iii) sales in general
rise as retailers prepare for events such as back-to-school season (as consumers
visit stores to buy clothing for older children) and retailer-initiated
promotions of baby apparel. In the fourth
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quarter, such trend is primarily due to greater sales of blanket sleepers in the
early fourth quarter and increased sales of playwear in the late fourth quarter.
Auburn's business is generally non-seasonal but experiences somewhat higher
sales in the second and third quarters as a result of the seasonal use of the
product and back to school sales. Auburn's business is also influenced by
promotions instituted by its customers.
COMPETITION
The infant and toddler apparel market is highly competitive. Both branded
and private label manufacturers compete in the infant and toddler apparel
markets. Competition generally is based upon product quality, brand name
recognition, price, selection, service and convenience. Gerber's primary
competitors include Fruit of the Loom, Hanes, Carter's, licensed products and
firms using character licenses from Disney and others. Gerber also competes with
certain retailers, including several which are customers of the Company, which
have significant private label products offerings. Certain of Gerber's
competitors have greater financial resources than the Company. Gerber's ability
to compete depends, in substantial part, on the continued high regard for the
Gerber brand name and the ability of Gerber to continue to offer high-quality
garments at competitive prices.
The hosiery industry is highly fragmented and has significant branded,
control brand and private label components. Competition is generally in terms of
price, quality, service, brand recognition and style. Auburn's primary
competitors include Hanes, which has the largest share of the market, Renfro,
Neuville and Russell. Auburn also competes with certain retailers, including
several which are customers of the Company, which have significant private label
products offerings. In addition, Auburn competes with private label
manufacturers, including small, local manufacturers and large, public companies
that have greater financial resources than the Company and larger customer
bases.
LICENSING AND TRADEMARKS
GERBER LICENSE. GPC has granted Gerber a ten year license that expires in
January 2006 (with two five year renewal periods) to use the Gerber brand name
in the United States, Canada and the Caribbean. The five-year renewal periods
are each subject to Gerber's meeting certain minimum target sales amounts, which
amounts management believes to be consistent with industry standards. Royalties
are not payable under the license until 2002. However, the Company accrues for
the projected average royalties to be paid pursuant to the license arrangement.
Management believes that the amount of such royalties is consistent with
industry standards. See "Management's Discussion and Analysis of Financial
Conditions and Results of Operations -- Liquidity and Capital Resources."
The license permits use of the Gerber name for infant and toddler shoes,
underwear, sleepwear (including blanket sleepers, pajamas and sleep 'n play),
playwear, bed and bath products typically used in a nursery to decorate or
coordinate the nursery or bedding or to bathe a child, reusable cloth diapers
and diapering apparel products, bibs, hosiery, swimwear and gift sets and
layettes incorporating the above articles, in each case, targeted to infants and
toddlers of certain specific sizes. In the event that the licensor desires to
license the Gerber name for the sale of licensed articles in any other country
in Central or South America, Gerber has the right of first refusal to obtain
such license on the same terms and conditions as the existing license. The
licensor has granted a third party the right to use the Gerber name for products
which fall into the same general product category as one or more of the licensed
articles and which may be similar to but not the same as one or more of the
licensed articles in terms of use, function or otherwise. Gerber is allowed to
use the Gerber name in its corporate or business name during the term of the
license. Under the terms of the license, Gerber is required to maintain certain
levels of insurance.
Products which utilize the Gerber name may not deviate from the quality,
design, material, construction, details, fabric, weight, workmanship and finish
of the licensed articles approved by the licensor. Any new or altered products
or advertising which use the Gerber name must be submitted to the licensor prior
to their use. The licensor can disapprove any proposed product or advertising
which, in its sole view, would impair the value or goodwill associated with the
Gerber name. The licensor can terminate the license if Gerber materially
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breaches the license agreement, fails to maintain required levels of insurance
or sells products which were not approved by the licensor, or if certain
bankruptcy events occur. The Company believes that it is currently in compliance
with all provisions of the Gerber license in all material respects and has no
reason to believe that any events are likely to occur that would result in the
early termination of such license. In the event that either party seeks
termination of the license at any time prior to January 22, 2016, such party
must give 2-years' notice to the non-terminating party. In the event such notice
is delivered by GPC, the royalty rate will be decreased by approximately 2% for
the remainder of the term, and in the event that Gerber delivers notice to
terminate the license, the royalty rate will be increased by approximately 2%
for the remainder of such term. The Company may not sell, manufacture or
distribute any item for use in association with licensed articles that compete
in any area with any item, sold or manufactured by the licensor.
BABY LOONEY TUNES LICENSE. Gerber currently holds a license to use the
Baby Looney Tunes name from Warner Brothers. The license was renewed on March
12, 1998 and extends until December 31, 2000. Management believes the negotiated
royalty terms are consistent with industry standards. The license permits Gerber
to use the characters Baby Tweety, Baby Bugs Bunny, Baby Tasmanian Devil, Baby
Daffy Duck, Baby Wile E. Coyote, Baby Road Runner and Baby Sylvester on infant
bath products, bedding, sleepwear, underwear, footwear, socks, layettes, and
infant and toddler playwear. The license also permits Gerber to use the adult
characters Bugs Bunny, Wile E. Coyote, Marvin the Martian, Foghorn Leghorn,
Porky Pig, Elmer Fudd, Tweety and Sylvester Jr. for toddler bedding. The license
is limited to the U.S. and its territories and possessions. The licensor is
permitted to grant rights in the characters to (i) other parties for products
other than those covered by the license; (ii) other parties for products covered
by the license for sale through catalogues produced by or on behalf of the
licensor, for sale or distribution in any movie theaters, retail stores operated
by the licensor, or in any theme park operated by the licensor; and (iii) Six
Flags Corporation for sale of similar products as Gerber's in its theme parks.
Use of the characters is subject to review and approval by the licensor. The
license may be terminated by the licensor (i) upon a material default under the
license by Gerber; (ii) if Gerber fails to maintain certain insurance; (iii) if
any government body finds that Gerber's products are harmful or defective in any
way, manner or form, or are being sold or made in violation of the law; (iv) if
Gerber fails to make and sell at least 25 different products; (v) if Gerber
manufactures, sells or distributes licensed products without approval by the
licensor; or (vi) if Gerber sells licensed products outside the U.S. and its
possessions.
CURITY LICENSE. The Kendall Company granted Gerber an exclusive,
royalty-free license to use the Curity brand name until July 2006 with automatic
renewals for additional ten year terms. The license permits use of the Curity
name for cloth diapers and diaper liners, underwear, hosiery, sleepwear
(including blanket sleepers and sleep 'n play sets), linens, bedding and certain
other products (such as infant car seat covers), in each case to be worn by or
used for infants and toddlers. The license permits such products to be sold in
the U.S. and in more than 40 countries worldwide (and in more than 70 additional
countries if the licensor verifies that the licensed trademarks may be
licensable for the licensed products therein). The licensor must approve any
product and all advertising which utilizes the Curity name. All products using
the Curity name must be made pursuant to quality standards approved by the
licensor. The licensor can cancel the license if during any five year period
only token sales of products using the Curity name are made. The licensor can
terminate the agreement upon an uncured breach of the license or upon the
occurrence of certain bankruptcy events involving Gerber. In January 1996,
Gerber returned to the licensor the worldwide rights to use the Curity name in
outerwear and playwear and agreed that the licensor could retain the rights to
the Curity trademark in hosiery, linens, bedding and certain other products if
Gerber failed to "use in commerce" the Curity name on any licensed products for
a period of six consecutive months.
WILSON LICENSE. Since 1982, Auburn has held an exclusive license to use
the Wilson brand name for its sport socks in the fifty United States. Since
1988, this license has allowed Auburn to use the Wilson name in Europe, as well.
During this long term relationship, the Company believes that Auburn has become
the second biggest Wilson licensee in the U.S. and the third biggest worldwide.
The current license expires on December 31, 2002 and is renewable for a five
year term if Auburn meets certain sales targets for years 1998 through 2001. In
1997, Auburn's sales greatly exceeded the targets set for each of the four years
comprising such period.
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Under the current arrangement, Auburn and Gerber are not permitted to
consolidate their top management team, sales force, distributors, customer
service and manufacturing and are not permitted to commingle product lines.
Auburn is not permitted to sell or distribute products which compete with
Wilson's products, and Wilson can terminate its license if Auburn's operation
under the Wilson license is not wholly separate and distinct from the operations
of any affiliated entity which makes or distributes socks or other sporting
goods under a sports brand name, subject to certain exceptions. Wilson's
distributors in a particular country in Europe may sell Wilson sport socks
manufactured by parties other than Auburn if Auburn has not sold socks in such
country in the prior year. Auburn is required to maintain a certain percentage
of its sales in the sporting goods store trade channel. Wilson must approve
Auburn's use of the Wilson logo on particular products prior to the sale of such
products. Royalty payments to Wilson are calculated as a percentage of net sales
value and minimum royalties are set for each year. Management believes the
royalties payable under the Wilson license are consistent with industry
standards. Wilson has the option to terminate the license if: (i) Auburn fails
to meet its annual minimum sales goal (calculated both by volume and geographic
area) in any given year or three-year period; (ii) a material change occurs in
the overall management or ownership of Auburn, or the employment by Auburn of
Kevin K. Angliss or Donald J. Murphy terminates; (iii) Auburn defaults on its
obligations under the license; or (iv) Auburn is insolvent. Wilson consented to
the sale of Auburn to the Company. In the event of its termination due to
Auburn's failure to meet its annual minimum sales goals, (for which notice from
Wilson must be received within 60 days of receipt of financial statements
evidencing such failure) Auburn would be required to pay to Wilson Guaranteed
Royalties (as defined in the license agreement) for a period of nine months
following such termination.
CONVERSE LICENSE. Converse granted Auburn an exclusive license to use the
Converse brand name for its men's, women's and youth's hosiery in the U.S., its
possessions or territories, and in Europe until December 31, 2001. Converse and
Auburn also agreed to enter into good faith discussions with respect to a new
three-year contract beginning in 2002. Converse may remove Europe from the
coverage of the license if Auburn does not achieve certain net sales minimum
amounts in Europe during any contract year. The licensor must approve Auburn's
use of the licensed trademarks on products or advertising material prior to use
or sale. Royalty payments to the licensor are calculated as a percentage of net
sales and minimum royalties are set for each year. The license may be terminated
by Converse in the event that Kevin Angliss and/or Tim Graham are not, at all
times, the principal managers of the Converse-brand product line at Auburn.
Converse can also terminate the license in the event of one or more of the
following: (i) liquidation or discontinuance of the active operation of the
enterprise of Auburn; (ii) default by Auburn on payments under the Converse
license; (iii) failure by Auburn to make timely periodic or minimum royalty
payments; (iv) failure by Auburn to submit a marketing plan in accordance with
the Converse license; and (v) default in the performance of any other obligation
continuing for more than 30 days. Converse consented to the sale of Auburn to
the Company. Management believes that the royalties payable under the Converse
license are consistent with industry standards.
COCA-COLA LICENSE. Coca-Cola granted Auburn exclusive licenses to use the
Coca-Cola brand name for its sport and casual socks in the U.S. and its
possessions and Europe for a three year term until December 31, 1998. Auburn has
the option to extend the term of the license for three years commencing January
1, 1999. The licensor may revoke Auburn's right in any country and declare the
license to be nonexclusive if Auburn fails to maintain a bona fide commercial
sales presence in any country within the territory for the licensed articles. In
addition, Coca-Cola is permitted to continue standard soft-drink promotional
activities in the territory covered by the license, which may include the sale
of goods identical to or similar to licensed articles, and the licensor's retail
stores may purchase goods from any source regardless of whether they are
identical or similar to Auburn's products. Auburn is not permitted to deal in
any merchandise which is identical or similar to any licensed article and which
bears the trademarks of any non-alcoholic beverage product produced by any of
Coca-Cola's competitors. Royalty payments to Coca-Cola are calculated as a
percentage of net sales and minimum royalties are set for each year. Management
believes that the royalties payable under the Coca-Cola license are consistent
with industry standards. Coca-Cola may terminate the license at any time: (i) if
Auburn fails for a consecutive period in excess of six months to continue the
bona fide distribution and sale of the licensed articles; (ii) Auburn fails to
adequately advertise, promote or merchandise the licensed articles at a level
consistent with accepted standards in Auburn's industry; (iii) if Auburn fails
to make any payments due
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under the license agreement for more than 30 days; (iv) if Auburn is unable to
pay its obligations when due or is adjudicated bankrupt or insolvent; (v) if
Auburn intentionally understates any royalty report; or (vi) if the quality of
the licensed articles becomes materially lower on a consistent basis than those
submitted for approval. Coca-Cola consented to the sale of Auburn to the
Company.
DUNLOP LICENSE. Dunlop granted Auburn a license to use the Dunlop brand
name for its sport and casual socks in Europe (including Eastern Europe west of
Russia) for a five year term until December 31, 2001. If the royalty amount in
the year 2000 is in excess of the minimum guaranteed royalty for the year 2000,
the license automatically will be renewed for five years commencing January 1,
2002 and ending December 31, 2006. The licensor must approve Auburn's use of the
licensed trademarks on products or advertising material prior to use or sale.
Royalty payments to the licensor are calculated as a percentage of net sales and
minimum royalties are set for each year. Management believes that the royalties
payable under the Dunlop license are consistent with industry standards. Dunlop
or Auburn may terminate this license if either commits a breach of this license
or if either is unable to pay its debts or enters into voluntary or compulsory
liquidation. Dunlop may terminate this license: (i) if any moneys payable by
Auburn remain unpaid for more than 45 days; (ii) if the ultimate equity share
voting control in Auburn changes; or (iii) if Auburn exercises its rights to
seek a declaration or other order from a court that, by reason of acts or
omissions, the registration of Dunlop registered trademarks is invalid. Dunlop
consented to the sale of Auburn to the Company.
OTHER. Gerber is the owner of the Onesies trademark in the United States.
Gerber also licenses certain patent rights related to its cloth diaper products
from a third party. The Company regards the licenses of trademarks and its other
proprietary rights in and to the trademarks as valuable assets in the marketing
of its products and, on a worldwide basis, seeks to protect them against
infringement.
EMPLOYEES
As of December 31, 1997, the Company had approximately 3,300 employees,
including approximately 2,000 in the United States and approximately 1,300 in
foreign countries. None of the Company's employees are members of unions or are
otherwise party to a collective bargaining agreement. Certain of the Company's
employees in Ireland are subject to the national wage agreement in Ireland. The
Company considers its relations with its employees to be good.
PROPERTIES
The following table sets forth the principal real property owned or leased
by the Company and used as production, distribution, warehouse, manufacturing or
other facilities as of December 31, 1997:
<TABLE>
<CAPTION>
OWNED
OR APPROXIMATE FLOOR
USE LEASED SPACE (SQ. FT.)
LOCATION --- ------ -----------------
<S> <C> <C> <C>
Ballinger, TX............. Manufacturing Owned 85,000
Ballinger, TX............. Warehouse, Distribution Leased 70,000
Evergreen, AL............. Warehouse, Distribution Leased 255,000
Dominican Republic (3
facilities)............ Production Leased 90,000
Lumberton, NC (2
facilities)............ Manufacturing Owned 183,000
Pelzer, SC (2
facilities)............ Manufacturing, Distribution Owned 804,000
Adairville, KY............ Manufacturing Owned 72,000
Auburn, KY................ Manufacturing, Distribution Owned 160,000
and Administration
Cahirciveen, Ireland (2
facilities)............ Manufacturing, Distribution Leased 62,000
and Administration
</TABLE>
In addition to the facilities described above, the Company leases 48,000
square feet for its headquarters in Greenville, South Carolina and approximately
16,000 square feet for its executive offices and showroom in
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New York, New York. From time-to-time, the Company also uses storage space in a
warehouse in Franklin, Kentucky. The Company holds a purchase option for the
Evergreen, Alabama warehouse which is exercisable at any time during its 15 year
term at a price of two dollars.
ENVIRONMENTAL AND OTHER REGULATORY MATTERS
The Company's manufacturing facilities and operations are subject to
certain federal, state, local and foreign laws and regulations relating to
environmental protection and occupational health and safety, including those
governing wastewater discharges, air emissions, the management and disposal of
solid and hazardous wastes, and the remediation of contamination associated with
the release of hazardous substances. The Company believes that it has never been
cited, fined or otherwise held liable for violation of any environmental
statutes or regulations. In addition, the Company is not aware of any
noncompliance with such laws and regulations. The Company has incurred, and will
continue to incur, capital expenditures and operating expenses to comply with
such requirements. However, the Company does not currently anticipate any
material capital expenditures for environmental control facilities for the
current or succeeding fiscal year. Nonetheless, there can be no assurance that
such laws will not become more stringent or be interpreted and applied more
stringently. Such future changes or interpretations or the identification of
adverse environmental conditions previously unknown to the Company could result
in additional compliance costs or in remediation costs to the Company.
The Company's older facilities contain asbestos materials and lead-based
paint in areas where the potential for worker exposure to such materials is
minimal. The cost of removing or encapsulating such materials from the Company's
Pelzer, South Carolina distribution facility would be a material expenditure. It
is the Company's policy to protect the safety of its employees, and the Company
would undertake to encapsulate or remove such materials if employees were at
risk.
In connection with both the Original Acquisition and the Acquisition, the
Company obtained from the former owners of the businesses, indemnification for
certain potential environmental liabilities. Most of the indemnities are subject
to limitations, including a one year indemnification period and a $1 million
limit. To date, the Company has not made any claim under these indemnities, and
there is no assurance that the former owners will have the ability to fulfill
their indemnification obligations if called upon to do so by the Company. See
"Risk Factors -- Cost of Environmental Compliance."
LEGAL PROCEEDINGS
The Company is involved from time to time in various routine legal and
administrative proceedings and threatened legal and administrative proceedings
incidental to the ordinary course of its business. The Company has been active
in pursuing actions against counterfeiters and diverters of its products. In the
opinion of the Company's management, the resolution of such matters will not
have a material adverse effect on the Company's business, financial condition or
results of operations.
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<PAGE> 52
MANAGEMENT
EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES
Executive officers, directors and key employees of the Company and their
ages as of February 24, 1998 are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Edward Kittredge.................... 59 Chairman of the Board, President, Chief Executive
Officer
Richard L. Solar.................... 58 Senior Vice President and Director
David E. Uren....................... 54 Vice President of Finance, Secretary and Treasurer
Lee M. Schaeffer.................... 51 Senior Vice President of Operations of Gerber
Robert P. Robertson................. 51 Senior Vice President of Sales and Marketing of Gerber
Raymond R. McManus.................. 54 Vice President of Human Resources of Gerber
Kevin K. Angliss.................... 46 President of Auburn
Donald J. Murphy.................... 58 Senior Vice President of International Sales and
Marketing of Auburn
W. Timothy Graham................... 45 Vice President of Sales of Auburn
Richard M. Cashin, Jr............... 45 Director
Joseph Medalie...................... 75 Director
John D. Weber....................... 34 Director
Lawrence R. Glenn................... 59 Director
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS
EDWARD KITTREDGE led a group of investors in the purchase of Gerber
Childrenswear, Inc. from GPC in January 1996 and has served as Chairman of the
Board, President and Chief Executive Officer of the Company since that time. Mr.
Kittredge served as Chairman and Chief Executive Officer of Denton Mills,
manufacturer of Dr. Denton children's pajamas, from 1984 to 1990. From 1980 to
1984, he was President of Royal Manufacturing Company, a privately owned men's
underwear and active sportswear company. Prior to that, he served in a variety
of senior sales and marketing management positions at Union Underwear Company
(Fruit of the Loom), including national director of all Branded and Private
Label Sales and as head of its BVD Division.
RICHARD L. SOLAR has been Senior Vice President of the Company and a
director since January 1996. Prior to joining the Company, Mr. Solar held
various positions at Bankers Trust Company, including managing director
positions. From 1971 to 1975, Mr. Solar also served as Treasurer of Val D'Or
Industries Inc., a publicly held apparel company, and Diamondhead Corporation, a
publicly held real estate development company. He is also a director of Concord
Fabrics, Inc.
DAVID E. UREN has been Vice President of Finance of the Company or its
predecessor since 1987. He has been Secretary and Treasurer of the same since
1990. Prior to joining the Company, he was Chief Financial Officer of Borg
Textile Corporation and held various senior financial positions at Buster Brown
Apparel, Inc. between 1972 and 1987. Mr. Uren also served at Ernst & Young from
1967 to 1971, including as a certified public accountant from 1969 to 1971.
LEE M. SCHAEFFER has been Senior Vice President of Operations of Gerber or
its predecessor since September 1997 and was Vice President of Operations from
1993 to 1997. He joined the Company in 1990 as Vice President of Marketing
Services. Prior to joining the Company, he held various management positions
with Milliken and Co., and Williamson-Dickie Manufacturing Co.
ROBERT P. ROBERTSON has been Senior Vice President of Sales and Marketing
of Gerber since August 1997. Prior to joining the Company, he held various
senior management positions with Sara Lee Knit Products (Hanes and Hanes Her
Way), Stedman Corporation and Pannill Knitting Company, Inc.
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<PAGE> 53
RAYMOND R. MCMANUS has been Vice President of Human Resources of Gerber or
its predecessor since April 1995. Prior to joining the Company in 1986, Mr.
McManus held various management positions at Boston Whalers, Inc., Acushnet
Company, and Converse.
RICHARD M. CASHIN, JR. has been a director since January 1996. Mr. Cashin
has been president of CVC since 1994. Prior to being appointed president, Mr.
Cashin served as a Managing Director of CVC for more than four years. Mr. Cashin
is also a director of Levitz Furniture Inc., Delco Remy International, Inc.,
LifeStyle Furnishings International Ltd., Fairchild Semiconductor Corporation,
FFC Holdings, Inc., Cable Systems International, Euramax International, Plc.,
Titan Wheel International, Inc., Hoover Group Inc., Thermal Engineering, JAC
Holding Corporation, GVC Holdings, Ballantrae Corporation and Delta Commodities,
Inc.
JOSEPH MEDALIE has been a director since February 1997. Mr. Medalie is a
director of the Convention Center Corporation, a retired director and vice
chairman of Fruit of the Loom and a retired director of Transfinancial Bank and
Commonwealth Health Corporation.
JOHN D. WEBER has been a director since January 1996. Mr. Weber has been a
Vice President at CVC since 1994. Previously, Mr. Weber worked at Putnam
Investments from 1992 through 1994. Mr. Weber is a director of Advanced Cast
Products, Inc., Anvil Knitwear, Inc., Electrocal Designs, Inc., FFC Holding,
Inc., Graphic Design Technologies, Marine Optical, Inc., Neenah Foundry Company,
Plainwell Paper Company, Sleepmaster, LLC, and Smith Alarm.
LAWRENCE R. GLENN has been a director since January 1996. Mr. Glenn was a
Senior Corporate Officer of Citicorp from 1963 until 1995. Currently Mr. Glenn
is the Chairman of J.W. Goddard & Co., a private investment bank.
KEY EMPLOYEES
KEVIN K. ANGLISS has been President of Auburn since 1997 and the officer
responsible for the day-to-day operations of Auburn (while employed by J.P.
Manning, Inc., an affiliate of Auburn) since 1986. Prior to joining Auburn in
1983, he held a senior sales management position at Champion Products and was
employed in various positions by J.C. Penney in the buying/merchandising
departments.
DONALD J. MURPHY has been Senior Vice President of International Sales and
Marketing at Auburn since 1997. From 1995 to 1997, Mr. Murphy held such position
at J.P. Manning, Inc., an affiliate of Auburn. Prior to joining Auburn in 1990,
he held several merchandising positions with J.C. Penney and a senior sales
position at Pannill Knitting Company.
W. TIMOTHY GRAHAM has been Vice President of Sales of Auburn since 1997.
From 1986 to 1997, Mr. Graham held such position at J.P. Manning, Inc., an
affiliate of Auburn. Prior to joining Auburn in 1983, he held a senior sales
position at The Bibb Company and Judy Bond, Inc.
BOARD COMMITTEES
AUDIT COMMITTEE. In 1996, the Board established an audit committee, whose
members are directors who may also be employees of the Company. The audit
committee makes recommendations concerning the engagement of independent public
accountants, reviews with the independent public accountants the plans and
results of the audit engagement, approves professional services provided by the
independent public accountants, considers the range of audit and non-audit fees
and reviews the adequacy of the Company's internal accounting controls. Messrs.
Weber, Glenn and Solar currently serve on the audit committee.
COMPENSATION COMMITTEE. In 1996, the Board established a compensation
committee, whose members are directors who may also be employees of the Company.
The compensation committee approves the salaries and other benefits of the
executive officers of the Company and administers certain compensation plans of
the Company. In addition, the compensation committee consults with the Company's
management regarding pension and other benefit plans and compensation policies
and practices of the Company. Messrs. Kittredge, Cashin and Medalie currently
serve on the compensation committee.
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<PAGE> 54
BOARD OF DIRECTORS
There are currently six members of the Board. Directors are elected at the
annual meeting of stockholders. The Company expects to name two additional
outside directors in the next year. The Company's Amended and Restated
Certificate of Incorporation provides for cumulative voting in the election of
directors. See "Description of Capital Stock -- Certain Provisions of the
Company's Amended and Restated Certificate of Incorporation."
DIRECTOR COMPENSATION
Messrs. Medalie and Glenn are the only members of the Board who receive
compensation for their services as directors. Both Messrs. Medalie and Glenn are
entitled to receive $2,500 for each Board meeting attended and reimbursement for
their reasonable out-of-pocket expenses incurred in connection with Board
meetings.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following summarizes the principal components of compensation of the
Company's Chairman and Chief Executive Officer and the four most highly
compensated executive officers of the Company other than the Chief Executive
Officer as of December 31, 1997 for services rendered in all capacities to the
Company during fiscal 1997.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- ---------------- ALL OTHER
OTHER ANNUAL RESTRICTED STOCK COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARDS ($) ($)(A)
- --------------------------- ---- ---------- --------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Edward Kittredge, Chairman,
President and CEO........ 1997 225,000 776,100 14,405(b) 0 6,379,468
Richard L. Solar, Senior
Vice President........... 1997 150,000 455,286 4,750(c) 0 2,392,301
David E. Uren, Vice
President of Finance,
Secretary and
Treasurer................ 1997 150,450 158,614 10,750(c) 0 0
Lee M. Schaeffer, Senior
Vice President,
Operations............... 1997 136,335 75,000 2,850(c) 0 73,048
Robert P. Robertson, Senior
Vice President, Sales and
Marketing................ 1997 65,048 25,000 0 0 292,191
</TABLE>
- ---------------
(a) Reflects stock compensation. See "Certain Relationships and Related
Transactions -- Transactions with Management and Directors."
(b) Company-paid 401(k) matching contributions ($4,750) and Company-paid
premiums on a private life insurance contract ($9,655).
(c) Other annual compensation reflects Company-paid 401(k) matching
contributions and, in the case of Mr. Uren, a car allowance.
EMPLOYMENT AGREEMENTS
In connection with the Original Acquisition, the Company, GCIH and CVC
entered into employment agreements with each of Edward Kittredge, Richard Solar
and David E. Uren (collectively, the "Executive Agreements") pursuant to which
the Company employs Messrs. Kittredge, Solar and Uren as Chairman/
President/Chief Executive Officer, Senior Vice President, and Vice President of
Finance, respectively, through January 22, 2001. See "Management -- Executive
Officers and Directors" and "Certain Relationships and Related
Transactions -- Transactions with Management and Directors." Mr. Uren is also
party to a severance agreement dated as of March 18, 1995 between Mr. Uren, GPC
and the Company (the "Uren Severance Agreement").
53
<PAGE> 55
The Executive Agreements currently provide Messrs. Kittredge, Solar and
Uren with annual base salaries of $225,000, $150,000, and $150,450,
respectively, plus annual incentive bonuses based upon the achievement of
pre-determined objectives tied to the performance of the Company, including
criteria related to growth and profitability. In the event that the Company
terminates the employment of either of Messrs. Kittredge or Solar for cause,
such executive shall not be entitled to any further compensation. In the event
of either of Messrs. Kittredge or Solar's death, disability, or termination
without cause, he shall be entitled to receive his base salary for eighteen
months thereafter (the "Severance Payments"), and a pro rata portion of his
bonus for the number of days employed during the termination year, and shall be
restricted from competing with the Company or soliciting any of its employees
for the eighteen-month period during which the Severance Payments are received.
In the event that the Company terminates the employment of Mr. Uren without
cause on or prior to January 22, 1999, the Uren Severance Agreement provides
that Mr. Uren shall receive his base salary and benefits for eighteen months,
and professional out placement assistance, in addition to a pro rata portion of
his bonus for the number of days employed during the termination year to which
Mr. Uren shall be entitled regardless of the reason for his termination. In the
event that the Company terminates the employment of Mr. Uren after January 22,
1999, Mr. Uren's Executive Agreement contains the same terms and conditions as
those of Messrs. Kittredge and Solar. Upon termination of any of the executives,
the Executive Agreements also provide that the capital stock of GCIH is subject
to repurchase by the Company and CVC. See also "Certain Relationships and
Related Transactions -- Transactions with Management and Directors."
LONG-TERM INCENTIVE PLAN
In connection with the Offering, the Company has adopted the Long-Term
Equity Incentive Plan (the "Incentive Plan"), designed to provide incentives to
present and future executive, managerial, marketing, technical and other key
employees, and consultants and advisors of the Company and its subsidiaries
("Participants") as may be selected in the sole discretion of the Company's
Board of Directors. The Incentive Plan provides for the granting to Participants
of the following types of incentive awards: stock options, stock appreciation
rights ("SARs"), restricted stock, performance units, performance grants and
other types of awards that the Compensation Committee of the Board (the
"Committee") deems to be consistent with the purposes of the Incentive Plan. An
aggregate of 750,000 shares of Common Stock have been reserved for issuance
under the Incentive Plan, however, no more than 25,000 of such shares may be
issued to any single participant in the plan in any calendar year. The Incentive
Plan affords the Company latitude in tailoring incentive compensation for the
retention of key personnel, to support corporate and business objectives, and to
anticipate and respond to a changing business environment and competitive
compensation practices.
The Committee will have exclusive discretion to select the Participants and
to determine the type, size and terms of each award, to modify the terms of
awards, to determine when awards will be granted and paid, and to make all other
determinations which it deems necessary or desirable in the interpretation and
administration of the Incentive Plan. The Incentive Plan is scheduled to
terminate ten years from the date that the Incentive Plan was initially approved
and adopted by the stockholders of the Company, unless extended for up to an
additional five years by action of the Board of Directors. With limited
exceptions, including termination of employment as a result of death, disability
or retirement, or except as otherwise determined by the Committee, rights to
these forms of contingent compensation are forfeited if a recipient's employment
or performance of services terminates within a specified period following the
award. Generally, a Participant's rights and interest under the Incentive Plan
will not be transferable except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order.
Options, which include nonqualified stock options and incentive stock
options, are rights to purchase a specified number of shares of Common Stock at
a price fixed by the Committee. The option price may be less than, equal to or
greater than the fair market value of the underlying shares of Common Stock, but
in no event shall the exercise price of an incentive stock option be less than
the fair market value on the date of grant. Options generally will expire not
later than ten years after the date on which they are granted. Options will
become exercisable at such times and in such installments as the Committee shall
determine. Payment of the
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<PAGE> 56
option price must be made in full at the time of exercise in such form
(including, but not limited to, cash or Common Stock of the Company) as the
Committee may determine.
An SAR may be granted alone, or in connection with the grant of an option,
either at the time of grant of the related option or by amendment thereafter to
an outstanding option. SARs granted in connection with options shall be
exercisable only when, to the extent and on the condition that any related
option is exercisable. The exercise of an option shall result in an immediate
forfeiture of any related SAR to the extent the option is exercised, and the
exercise of an SAR shall cause an immediate forfeiture of any related option to
the extent the SAR is exercised.
Upon the exercise of an SAR, the Participant shall be entitled to a
distribution in an amount equal to the difference between the fair market value
of a share of Common Stock on the date of exercise and the exercise price of the
SAR or, in the case of SARs granted in tandem with options, any option to which
the SAR is related, multiplied by the number of shares of Common Stock as to
which the SAR is exercised. The Committee shall decide whether such distribution
shall be in cash, in shares of Common Stock having a fair market value equal to
such amount, in other securities having a fair market value equal to such amount
or in a combination thereof.
A restricted stock award is an award of a given number of shares of Common
Stock which are subject to a restriction against transfer and to a risk of
forfeiture during a period set by the Committee. During the restriction period,
the Participant generally has the right to vote and receive dividends on the
shares. Dividends received while under restriction are treated as compensation.
Performance awards are those whose final value, if any, is determined by
the degree to which specified performance objectives have been achieved during
an award period set by the Committee, subject to such adjustments as the
Committee may approve based on relevant factors. Performance objectives are
based on measures of Company, unit or Participant performance, or any
combination of these and other factors, as the Committee may determine. The
Committee may make such adjustments in the computation of any performance
measure as it deems appropriate. The Committee shall determine the portion of
each performance award that is earned by a participant on the basis of the
Company's performance over the performance cycle in relation to the performance
goals for such cycle. The earned portion of a performance award may be paid out
in shares of Common Stock, cash, other securities of the Company, or any
combination thereof, as the Committee may determine.
Upon the liquidation or dissolution of the Company, all outstanding awards
under the Incentive Plan shall terminate immediately prior to the consummation
of such liquidation or dissolution, unless otherwise provided by the Committee.
In the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, distribution of assets, or any
other change in the corporate structure or shares of the Company, the Committee
shall make such adjustment as it deems appropriate in the number and kind of
shares or other property reserved for issuance under the Incentive Plan, in the
number and kind of shares or other property covered by grants previously made
under the Incentive Plan, and in the exercise price of outstanding options and
SARs. In the event of any merger, consolidation or other reorganization in which
the Company is not the surviving or continuing entity or in which a change in
control is to occur, all of the Company's obligations regarding options, SARs
performance awards, and restricted stock that were granted hereunder and that
are outstanding on the date of such event shall, on such terms as may be
approved by the Committee prior to such event, be assumed by the surviving or
continuing entity or canceled in exchange for property (including cash).
55
<PAGE> 57
PENSION PLAN
The following table represents monthly amounts estimated to be paid to
employees eligible for the Company's pension plan based upon years of service as
set forth below.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
REMUNERATION YEARS OF SERVICE
------------ ---------------------------------------------------------
15 20 25 30 35
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$125,000.................................. $2,096.70 $2,795.60 $3,494.50 $4,193.40 $4,892.30
150,000.................................. 2,565.45 3,420.60 4,275.75 5,130.90 5,986.05
175,000.................................. 3,034.20 4,045.60 5,057.00 6,068.40 7,079.80
200,000.................................. 3,502.95 4,670.60 5,838.25 7,005.90 8,173.55
225,000.................................. 3,502.95 4,670.60 5,838.25 7,005.90 8,173.55
250,000.................................. 3,502.95 4,670.60 5,838.25 7,005.90 8,173.55
300,000.................................. 3,502.95 4,670.60 5,838.25 7,005.90 8,173.55
400,000.................................. 3,502.95 4,670.60 5,838.25 7,005.90 8,173.55
450,000.................................. 3,502.95 4,670.60 5,838.25 7,005.90 8,173.55
500,000.................................. 3,502.95 4,670.60 5,838.25 7,005.90 8,173.55
</TABLE>
ESTIMATED CREDITED YEARS OF SERVICE
FOR NAMED EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
NAME (YEARS OF PARTICIPATION)
---- -------------------------
<S> <C>
Edward Kittredge............................................ 2 years (2 years)
Richard L. Solar............................................ 2 years (2 years)
David E. Uren............................................... 11 years (11 years)
Lee M. Schaeffer............................................ 7 years (7 years)
Robert P. Robertson......................................... 0 years (0 year)
</TABLE>
The Retirement Plan for Salaried Employees of Gerber Childrenswear, Inc.
(the "Retirement Plan") is a defined benefit pension plan qualified pursuant to
Section 401(a) of the Internal Revenue Code. The Retirement Plan is administered
by the Company Benefits Plans Committee (the "Committee"), the members of which
are appointed by the Board of Directors of the Company. All determinations of
the Committee are made in accordance with the provisions of the Retirement Plan
in a uniform and nondiscriminatory manner. The Retirement Plan covers
substantially all salaried employees of the Company. Benefits under the
Retirement Plan are administered through a trust arrangement providing benefits
in the form of monthly payments.
Generally, a participant in the Retirement Plan is eligible to receive
benefits upon such participant's Normal Retirement Age, which is the later of
the Social Security retirement age or the fifth anniversary of the date the
participant commenced participation in the Retirement Plan. A participant may
elect an early retirement benefit when such participant reaches Early Retirement
Age, which is the later of ten years prior to such participant's Social Security
retirement age and the fifth anniversary of the date the participant commenced
participation in the Retirement Plan. Early retirement benefits are reduced for
those participants who retire more than three years prior to their Normal
Retirement Age according to a formula established in the Retirement Plan based
upon each full month that the participant's age is less than the Normal
Retirement Age. If a participant who is vested terminates employment, such
participant is entitled to a deferred, unreduced benefit payable within three
years of such participant's Normal Retirement Age, or a reduced benefit, if
requested earlier.
The amount of a participant's Retirement Plan benefit is based upon such
participant's Final Average Pay (as defined below) and on his/her Years of
Participation (as defined below). The annual amount of the participant's normal
retirement benefit is derived, subject to certain limitations, by multiplying
(i) and (ii),
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<PAGE> 58
where (i) = 0.9% of Final Average Pay plus 0.6% of Final Average Pay in excess
of Covered Compensation (as defined below); and (ii) = Years of Participation up
to a maximum of 35 years. A participant's benefits may be offset by the amount
of any workers' compensation or similar benefits payable because of an
employment-related injury or illness. The normal retirement benefit formula
produces an annual benefit which is paid to the participant in equal monthly
installments. The standard form of payment for a single participant is a monthly
benefit payable for the participant's life only. The standard form of payment
for a married participant is a 50% joint and survivor benefit, which provides a
reduced monthly benefit to the participant during his/her lifetime, and 50% of
that benefit to the participant's spouse for his/her lifetime in the event of
the participant's death. Other optional forms of payment are also provided,
including a 100% survivorship annuity, a 50% survivorship annuity and a life and
period certain annuity option, but they require participant election. In
addition, the Committee may elect to pay the benefit equivalent of a benefit
payable at Normal Retirement Age in the form of a lump sum payment, if the lump
sum payment does not exceed $3,500.
"Final Average Pay" is defined as the average of a participant's annual
compensation during the highest-paid five complete consecutive plan years within
the last ten years before such participant's retirement. For purposes of the
Retirement Plan, compensation includes total earnings received for personal
services to the Company. For the 1995 and 1996 calendar years, the total
compensation that can be considered for any purpose under the Retirement Plan is
limited to $150,000, and for 1997, the limit is $160,000, pursuant to
requirements imposed by the Internal Revenue Code. The Internal Revenue Code
also places certain other limitations on the annual benefits that may be paid
under the Plan. "Covered Compensation" is an average of the Social Security
Taxable wage bases for the 35 calendar years ending with the year a participant
reaches the Social Security retirement age. Any participant who is credited with
1,000 or more hours of service in a calendar year receives a "Year of Service",
while any participant who is credited with 1,950 or more hours of service in a
calendar year receives a "Year of Participation". Years of Service determine a
participant's eligibility for benefits under the Retirement Plan, and the
percentage vested in those benefits. Participants in any superseded plan earn
Years of Service and Years of Participation pursuant to slightly different
criteria for plan years beginning prior to January 1, 1989.
The Retirement Plan is funded entirely by Company contributions that are
held by a trustee for the exclusive benefit of the participants. The Company
voluntarily agreed to contribute the amounts necessary to provide the assets
required to meet the future benefits payable to Retirement Plan participants.
Under the Retirement Plan, contributions are not specifically allocated to
individual participants. Although the Company intends to continue the Retirement
Plan indefinitely, it can terminate the plan at any time, upon which event all
participants will become 100% vested in any benefit accrued to the extent funds
are available in trust. In this circumstance, assets will be allocated to
benefit categories in the order specified in the Retirement Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1997, Edward Kittredge, Richard M. Cashin, Jr. and Joseph Medalie served
as members of the Board's compensation committee. During the same period, Mr.
Kittredge also served as the Company's Chairman, President and Chief Executive
Officer. In addition, pursuant to an Executive Stock Purchase Agreement, dated
January 22, 1996, by and among GCIH, the Company, CVC and Edward Kittredge, Mr.
Kittredge purchased 26,161.9 shares of GCIH Class B Common at a price of $1.00
per share, 50,000 shares of GCIH Class B Common for $.02 per share and 1,188.4
shares of Series A Preferred Stock of GCIH at a price of $100.00 per share. Of
such shares, 20,000 shares of GCIH Class B Common (the "Kittredge Vesting
Stock") are subject to vesting at 20% per year over a five-year period. The
Kittredge Vesting Stock is subject to repurchase by the Company and, if not
repurchased by the Company, CVC, should Mr. Kittredge's employment with the
Company terminate for any reason. The purchase price for unvested shares is
$1.00 per share; the purchase price for vested shares (the "Kittredge Vested
Shares") is book value, unless the executive is terminated for cause in which
case the purchase price for the Kittredge Vested Shares is $1.00 per share.
Further, on November 24, 1997, Mr. Kittredge purchased an additional 20,000
shares of GCIH Class B Common at a price of $1.00 per share, which were fully
vested upon purchase, but which are subject to repurchase on the terms described
above for the Kittredge Vested Shares, should Mr. Kittredge's employment with
the Company terminate for any reason.
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<PAGE> 59
Pursuant to a Director Stock Purchase Agreement by and between Joseph
Medalie and GCIH, dated as of February 11, 1997, Mr. Medalie purchased from the
Company 2,500 shares of GCIH Class B Common at a purchase price of $1.00 per
share. Such stock is subject to repurchase by the Company at any time at its
book value. See "Certain Relationships and Related Transactions -- Transactions
with Management and Directors."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
THE REORGANIZATION
Immediately prior to or in connection with the consummation of the
Offering, the Company will consummate a series of transactions pursuant to which
GCIH will be reorganized and recapitalized and Gerber will be merged into GCIH.
The principal transactions comprising the Reorganization are the following:
MERGER. Prior to the consummation of the Offering, Gerber will be merged,
pursuant to a tax-free liquidation, into GCIH, with GCIH as the surviving entity
(the "Merger").
AMENDMENT AND RESTATEMENT OF CERTIFICATE OF INCORPORATION. Under GCIH's
certificate of incorporation there are (i) four classes of common stock: (a)
Class A Common Stock, par value $0.01 per share (which stock is held by CVC and
its affiliates) (the "GCIH Class A Common"), (b) Class B Common Stock, par value
$0.01 per share (which stock is held by members of the Company's management)
(the "GCIH Class B Common"), (c) Class C Common Stock, par value $0.01 per share
(which stock is held by a director of GCIH) (the "GCIH Class C Common"), and (d)
Class D Common Stock, par value $0.01 per share (none of which shares are
outstanding, but which shares are purchasable pursuant to the exercise of
warrants held by Citicorp Mezzanine Partners, L.P.) (the "GCIH Class D Common"),
and (ii) Series A Preferred Stock, par value $0.01 per share, (held by CVC, its
affiliates, and members of management) (the "GCIH Series A Preferred"). In
connection with the Merger and prior to the consummation of the Offering, GCIH's
certificate of incorporation will be amended and restated to provide for, among
other things, the reclassification of its authorized common stock into two
classes of common stock with different voting rights, with each share of Common
Stock having one vote per share, each share of Class B Common Stock having no
voting rights (the "Recapitalization"). The certificate will further provide
that (a) each share of Class B Common Stock will be convertible at the option of
the holder at any time into one share of Common Stock and (b) each share of
Common Stock held by a holder of Class B Common Stock will be convertible at the
option of the holder at any time into one share of Class B Common Stock. CVC and
its affiliates will be the only holders of the Class B Common Stock which will
be convertible into Common Stock representing approximately % of the combined
voting power of the Company's outstanding Common Stock. The amendment of GCIH's
certificate of incorporation will further provide for the change of GCIH's
corporate name to "Gerber Childrenswear, Inc."
EXCHANGE OF GCIH STOCK. Upon consummation of the Merger and in the
following sequence, (i) 113,623.6 shares of GCIH Series A Preferred Stock (held
by CVC and its affiliates) will be converted into shares of GCIH Class A
Common, and 2,828.4 shares of GCIH Series A Preferred (held by members of
management) will be converted into the right to receive cash equal to a
liquidation value per share at the time of the Merger (including accrued and
unpaid dividends) of $125.46 per share, or $355,000, in the aggregate (with
$149,101.68 payable to Mr. Kittredge, $149,101.68 payable to Mr. Solar, and
$56,645.19 payable to Mr. Uren) (ii) all of the outstanding shares of GCIH Class
A Common and GCIH Class C Common will be exchanged for shares of Class B Common
Stock pursuant to a stock split, (iii) all of the outstanding shares of GCIH
Class B Common will be exchanged for shares of Common Stock at a specified ratio
and (iv) all of the outstanding warrants to purchase shares of GCIH Class D
Common will be exchanged into warrants to purchase shares of the Class B
Common Stock at a specified ratio. In addition, upon consummation of the Merger,
the ten (10) shares of common stock of the Company held by GCIH prior to the
Merger will be canceled.
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After giving effect to the foregoing transactions, as part of the
Reorganization in connection with the consummation of the Offering, CVC will
convert shares of Class B Common Stock into shares of Common Stock, representing
19% of the combined voting power of the Company's outstanding capital stock.
After giving effect to the Reorganization and the Offering (i) CVC and its
affiliates will own shares of Common Stock representing 19% of the outstanding
Common Stock and shares of Class B Common Stock convertible into shares of
Common Stock representing % of the outstanding Common Stock, (ii) Messrs.
Kittredge, Solar and Uren will own shares of Common Stock representing %, %
and % of the outstanding Common Stock, (iii) Messrs. Glenn, Medalie and other
members of the Company's management, as a whole, will own shares of Common Stock
representing %, % and % of the outstanding Common Stock, and (iv) Citicorp
Mezzanine Partners, L.P. will own a warrant exercisable for shares of Class B
Common Stock, convertible into shares of Common Stock, representing % of the
outstanding Common Stock, in each of cases (i)-(iv) assuming that all Class B
Common Stock is converted into Common Stock pursuant to the terms thereof. See
"-- Transactions with Management and Directors," "-- Transactions with CVC and
its Affiliates" and "-- Transactions with Citicorp Mezzanine Partners, L.P."
TRANSACTIONS WITH MANAGEMENT AND DIRECTORS
Pursuant to an Executive Stock Purchase Agreement, dated January 22, 1996,
by and among GCIH, the Company, CVC and Edward Kittredge, Mr. Kittredge
purchased 26,161.9 shares of GCIH Class B Common at a price of $1.00 per share,
50,000 shares of GCIH Class B Common for $.02 per share and 1,188.4 shares of
Series A Preferred Stock of GCIH at a price of $100.00 per share. Of such
shares, 20,000 shares of GCIH Class B Common (the "Kittredge Vesting Stock") are
subject to vesting at 20% per year over a five-year period. The Kittredge
Vesting Stock is subject to repurchase by the Company and, if not repurchased by
the Company, CVC, should Mr. Kittredge's employment with the Company terminate
for any reason. The purchase price for unvested shares is $1.00 per share; the
purchase price for vested shares (the "Kittredge Vested Shares") is book value,
unless the executive is terminated for cause in which case the purchase price
for the Kittredge Vested Shares is $1.00 per share. In addition, on November 24,
1997, Mr. Kittredge purchased an additional 20,000 shares of GCIH Class B Common
at a price of $1.00 per share, which were fully vested upon purchase but which
are subject to repurchase on the terms described above for the Kittredge Vested
Shares, should Mr. Kittredge's employment with the Company terminate for any
reason.
Pursuant to an Executive Stock Purchase Agreement, dated January 22, 1996
by and among GCIH, the Company, CVC and Richard Solar, Mr. Solar purchased
23,661.9 shares of GCIH Class B Common at a price of $1.00 per share and 1,188.4
shares of Series A Preferred Stock of GCIH at a price of $100.00 per share. Of
such shares, 17,500 shares of GCIH Class B Common (the "Solar Vesting Stock")
are subject to vesting at 20% per year over a five-year period. The Solar
Vesting Stock is subject to repurchase by the Company and, if not repurchased by
the Company, CVC, should Mr. Solar's employment with the Company terminate for
any reason. The purchase price for unvested shares is $1.00 per share; the
purchase price for the vested shares (the "Solar Vested Shares") is book value,
unless the executive is terminated for cause in which case the purchase price
for the Solar Vested Shares is $1.00 per share. In addition, on September 30,
1997, Mr. Solar purchased an additional 7,500 shares of GCIH Class B Common at a
price of $1.00 per share, which were fully vested upon purchase, but which are
subject to repurchase on the terms described above for the Solar Vested Shares,
should Mr. Solar's employment with the Company terminate for any reason.
Pursuant to an Executive Stock Purchase Agreement, dated January 22, 1996
by and among GCIH, the Company, CVC and David Uren, Mr. Uren purchased 14,841.5
shares of GCIH Class B Common at a price of $1.00 per share and 451.6 shares of
Series A Preferred of GCIH at a price of $100.00 per share. Of such shares,
12,500 shares of Class B Common (the "Uren Vesting Stock") are subject to
vesting at 20% per year over a five-year period. The Uren Vesting Stock is
subject to repurchase by the Company and, if not repurchased by the Company,
CVC, should Mr. Uren's employment with the Company terminate for any reason. The
purchase price for unvested shares is $1.00 per share; the purchase price for
vested shares is book value, unless the executive is terminated for cause in
which case the purchase price for vested shares is $1.00 per share.
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<PAGE> 61
Pursuant to an Investor Stock Purchase Agreement, dated as of January 22,
1996 by and between GCIH and Lawrence R. Glenn, Mr. Glenn purchased 2,500 shares
of GCIH Class C Common for a purchase price of $1.00 per share. Such stock is
subject to repurchase by the Company at any time at its book value.
Pursuant to a Director Stock Purchase Agreement by and between Joseph
Medalie and GCIH, dated as of February 11, 1997, Mr. Medalie purchased from the
Company 2,500 shares of GCIH Class B Common at a purchase price of $1.00 per
share. Such stock is subject to repurchase by the Company at any time at its
book value.
Pursuant to certain Manager Securities Purchase Agreements, by and among
GCIH, CVC and certain members of management of the Company (other than Messrs.
Solar, Kittredge, and Uren, described above), dated as of February 28, 1997,
July 25, 1997 and November 25, 1997, certain members of management of the
Company purchased, in the aggregate, 23,250 shares of GCIH Class B Common for a
purchase price of $1.00 per share. Among such members of management are Mr. Lee
M. Schaeffer who purchased 1,500 shares on February 28, 1997, Mr. Raymond R.
McManus, who purchased 750 shares on February 28, 1997, and 250 shares on July
25, 1997 and Mr. Robert P. Robertson, who purchased 1,000 shares on November 26,
1997. In all cases, such stock is subject to vesting at 20% per year over a
five-year period. Such stock is subject to repurchase by the Company (and, if
the Company elects not to purchase, CVC) should any of such employees'
employment with the Company terminate for any reason. The purchase price for
unvested shares is $1.00 per share; the purchase price for vested shares is book
value, unless the executive is terminated for cause in which case the purchase
price for vested shares is $1.00 per share.
During 1997, certain executives and managers of the Company acquired stock
in the Company below its fair market value. The difference between the fair
market value and the purchase consideration for the stock is reported as noncash
compensation to the affected executives and managers. The Company has
"grossed-up" this noncash compensation to provide for the payment by the Company
of a significant portion of the related income and other payroll taxes
associated with the transactions. These taxes ($4,446,000) are included in the
amount identified as stock compensation of $9,465,000 in 1997.
TRANSACTIONS WITH CVC AND ITS AFFILIATES
Pursuant to a CVC Securities Purchase Agreement dated as of January 22,
1996 by and between GCIH and CVC, CVC purchased (a) 86,974.5 shares of Series A
Preferred Stock of GCIH at a purchase price of $100.00 per share, and (b)
523,476.0 shares of GCIH Class A Common at a purchase price of $0.01 per share.
On February 28, 1997 and September 30, 1997, the Company repurchased, in the
aggregate, 74,326.8 shares of GCIH Class A Common at a purchase price of $1.00
for issuance (in the form of GCIH Class B Common) to members of management.
Pursuant to a Securities Purchase Agreement by and between GCIH and the
affiliates of CVC listed as purchasers on the signature pages thereto, dated as
of January 22, 1996, such purchasers acquired, in the aggregate, 26,649.1 shares
of GCIH Series A Preferred for $100 per share and 138,179.1 shares of GCIH Class
A Common for $1.00 per share.
TRANSACTIONS WITH CITICORP MEZZANINE PARTNERS, L.P.
In order to finance the Original Acquisition, the Company obtained $22.5
million in senior subordinated financing from Citicorp Mezzanine Partners, L.P.,
whose general partner is an affiliate of CVC. The agreement governing this
indebtedness was amended and restated in December 1997. A portion of the
proceeds of the Offering will be used to repay such indebtedness to CMP. In
connection therewith, the Company sold a warrant to purchase 191,250 shares of
GCIH Class D Common to CMP for $189,338. CMP may, at its option, exercise such
warrant at any time on or before January 22, 2006 for a nominal exercise price.
Upon consummation of the Reorganization, such warrant will be exercisable for
shares of Class B Common Stock.
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PRINCIPAL STOCKHOLDERS
The table below sets forth certain information regarding ownership of
Common Stock and Class B Common Stock as of , and as adjusted to
reflect the Reorganization, assuming exercise of options or warrants exercisable
within sixty days of such date by (i) each person or entity who owns of record
or beneficially 5% or more of any class of the Company's voting securities, (ii)
each director and named executive officer and (iii) all executive officers and
directors as a group. Except as indicated, each of such stockholders is assumed
to have sole voting and dispositive power as to the shares shown.
<TABLE>
<CAPTION>
PERCENTAGE OF
COMMON STOCK AND
CLASS B
CLASS B COMMON COMMON STOCK
COMMON STOCK STOCK OUTSTANDING(A)
------------ -------------- --------------------
BENEFICIALLY BENEFICIALLY BEFORE AFTER
NAME OWNED(A) OWNED(A) OFFERING OFFERING
---- ------------ -------------- -------- --------
<S> <C> <C> <C> <C>
Citicorp Venture Capital, Ltd.............
399 Park Avenue
New York, NY 10022
CCT III, L.P..............................
399 Park Avenue
New York, NY 10022
Citicorp Mezzanine Partners, L.P.(b)......
399 Park Avenue
New York, NY 10022
Edward Kittredge..........................
c/o 7005 Pelham Rd.
Suite D
Greenville, SC 29615
Richard L. Solar(c).......................
David E. Uren.............................
Lawrence R. Glenn.........................
Joseph Medalie(d).........................
Richard Cashin(e).........................
John Weber(f).............................
Lee M. Schaeffer..........................
Robert P. Robertson.......................
Executive officers and directors as a
group (10 persons)......................
</TABLE>
- ---------------
* Represents less than 1%.
(a) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission (the "SEC"). In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options or warrants held by that
person that are currently exercisable or exercisable within 60 days of
are deemed outstanding. Such shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of each
other person.
(b) Represents shares of Class B Common Stock issuable upon exercise of warrants
which were issued in connection with the Original Acquisition. See "Certain
Relationships -- Transactions with Citicorp Mezzanine Partners, L.P."
(c) of Mr. Solar's shares are held by immediate family members.
(d) of Mr. Medalie's shares are held in a family trust.
(e) Includes shares Common Stock held by Citicorp Venture Capital, Ltd.
and CCT III, L.P., in each case, of which Mr. Cashin is an officer. Mr.
Cashin disclaims beneficial ownership of such shares.
(f) Includes shares of Common Stock held by Citicorp Venture Capital, Ltd.
and CCT III, L.P., in each case, of which Mr. Weber is an officer. Mr. Weber
disclaims beneficial ownership of such shares.
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DESCRIPTION OF CERTAIN INDEBTEDNESS
CREDIT AGREEMENT
In connection with the Acquisition, Gerber and Auburn entered into the
Credit Agreement by and among Gerber, Auburn, their domestic subsidiaries,
Nationsbank, N.A., and certain other lenders, dated as of December 17, 1997 (the
"Credit Agreement") to finance the Acquisition, refinance the existing senior
indebtedness incurred by the Company in connection with the Original Acquisition
and finance capital expenditures and working capital needs of the Borrowers.
The amount available to the Borrowers under the Credit Agreement is
$100,000,000, consisting of (a) the $40,000,000 Term Loan and (b) the
$60,000,000 Revolving Credit Facility. The Term Loan and Revolving Credit
Facility mature and terminate, respectively, on September 30, 2002 and October
31, 2002. The Term Loan is subject to repayment, payable in quarterly
installments, beginning on December 31, 1997, with aggregate principal amounts
of $6.5 million, $8.1 million, $8.5 million, $8.6 million, and $6.8 million due
during years 1998 through 2002, respectively. The amounts available under the
Revolving Credit Facility are available in multiple drawings from time to time,
and amounts borrowed and repaid may be reborrowed until October 31, 2002. The
amount available under the Revolving Credit Facility is subject to (a) a $5.0
million sub-limit for a swing-line facility and (b) a $20.0 million sub-limit
for the issuance of letters of credit. Up to $10.0 million is available under
the Revolving Credit Facility to finance acquisitions of businesses similar to
or which are a logical extension of the business of the Company. A portion of
the Revolving Credit Facility must be prepaid if the amount of revolving loans
outstanding together with swing line loans and letter of credit obligations
exceeds the lesser of $60 million and the borrowing base (which consists or
certain accounts receivable, inventory and documentary letters of credit). Loans
under the Credit Agreement must be prepaid with the net cash proceeds of certain
asset dispositions, debt issuances and equity issuances and with a portion of
Excess Cash Flow (as defined in the Credit Agreement) earned in the preceding
fiscal year. The proceeds of equity issuances of at least $50 million may be
used to prepay existing preferred stock rather than to prepay loans under the
Credit Agreement. As of February 21, 1998, the Company had approximately $41.7
million of availability under the Revolving Credit Facility.
Each of the Term Loan and Revolving Credit Facility may be maintained from
time to time, at the Borrower's option, as (a) Base Rate Loans (as defined in
the Credit Agreement) which bear interest at the Base Rate plus the Applicable
Percentage (each as defined in the Credit Agreement) or (b) Eurodollar Loans (as
defined in the Credit Agreement) bearing interest at the Eurodollar Rate
(adjusted for reserves) as determined by the administrative agent for the
applicable interest period, plus the Applicable Percentage (as defined in the
Credit Agreement). The initial Applicable Percentage for Eurodollar loans is a
per annum rate equal to 1.5%, and the initial Applicable Percentage for Base
Rate Loans is a per annum rate equal to .25%. The Applicable Percentage will be
determined from time to time based on the Leverage Ratio (as defined in the
Credit Agreement) at the end of each fiscal quarter. As of February 21, 1997,
the interest rates applicable to the Term Loan and Revolving Credit Facility
were 7.41% and 8.75%, respectively.
The Credit Agreement contains certain affirmative and negative covenants,
including without limitation, covenants that restrict, subject to specified
exceptions: (i) the incurrence of additional indebtedness and other obligations
and the granting of additional liens; (ii) mergers, acquisitions, investments
and acquisitions and dispositions of assets; (iii) the incurrence of capitalized
lease obligations; (iv) the declaration of dividends or purchase or redemption
of capital stock; (v) prepayments or repurchase of other indebtedness and
amendments to certain agreements governing indebtedness, including indebtedness
under the CMP Senior Notes and the GPC Junior Notes (each as defined below);
(vi) engaging in transactions with affiliates and formation of subsidiaries;
(vii) the creation or existence of consensual restrictions on the ability of
subsidiaries to pay dividends, make loans or transfer property to other credit
parties under the Credit Agreement; (viii) the use of proceeds of asset sales;
and (ix) changes of lines of business. The Credit Agreement also requires that
the Borrowers maintain compliance with certain specified financial covenants,
including covenants relating to minimum fixed charge coverage, maximum leverage
ratio, maximum capitalization ratio, minimum current ratio, and minimum tangible
net worth. The Company may not amend its license agreements with Gerber, Warner
Brothers, Wilson, Converse and Coca-Cola in any manner that would materially
affect the rights of
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<PAGE> 64
the lenders under the Credit Agreement or amend its charter or bylaws in any
manner that would reasonably be likely to adversely affect the rights of the
lenders under the Credit Agreement. The Company's foreign subsidiaries may not
own assets which constitute greater than 15% of the total assets of the Company
at any one time. The Credit Agreement contains standard events of default,
including a Change of Control (as defined in the Credit Agreement) of the
Company. The Credit Agreement is secured by (a) a pledge of all of the capital
stock of the Borrowers and each of the domestic subsidiaries (direct and
indirect) of the Borrowers (the "Guarantors"), and 65% of the capital stock of
each direct foreign subsidiary of the Borrowers and the Guarantors, and (b) all
other assets and properties of the Borrowers and their domestic subsidiaries.
OTHER
In connection with the Acquisition, the Company assumed approximately $2.6
million of Auburn's indebtedness. Auburn's Irish subsidiary maintains a IRL3.0
million loan facility (U.S. $4.1 million as of February 21, 1998) with the
National Irish Bank consisting of a combined term loan, overdraft, guarantee and
foreign exchange line. This facility is subject to annual review. The overdraft
facility and foreign exchange line are available at the Company's discretion
with each term loan draw down subject to the National Irish Bank's approval. At
present, the Irish subsidiary has drawn down two term loans under the available
loan facility and had drawn down on the foreign exchange line. The term loans
had an aggregate balance of IRL517,123 (U.S. $705,000 as of February 21, 1998)
outstanding as of December 31, 1997 and are repayable in quarterly installments
of interest and principal, the final payment for which is due in September 1999.
The Irish subsidiary is not currently using its overdraft facility. In addition,
the Irish subsidiary has received grants from the Industrial Development
Authority which, if certain investment targets and minimum employment levels at
the Irish facility are not met, could become repayable to the IDA in the
aggregate amount of up to IRL1,815,799. Auburn is a party to two loan agreements
with the County of Logan, Kentucky related to the issuance in 1989 of two series
of industrial revenue bonds of which approximately $2.4 million remained
outstanding at December 31, 1997. Auburn's two principal Kentucky facilities are
mortgaged in connection with such financing.
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<PAGE> 65
DESCRIPTION OF CAPITAL STOCK
GENERAL
Prior to the consummation of the Offering, the Company will amend its
Certificate of Incorporation to change its authorized capital stock to
shares, including shares of Common Stock, par value $0.01
per share, and shares of Class B Common Stock, par value $0.01 per
share. Upon completion of the Offering, the Company will have outstanding
shares of Common Stock ( if the Underwriters' over-allotment
option is exercised in full) and shares of Class B Common Stock. As of
April , 1998, there would be approximately holders of Common Stock,
and CVC and its affiliates will own of record all of the outstanding shares of
Class B Common Stock. See "Principal Stockholders."
COMMON STOCK
The holders of Common Stock are generally entitled to one vote for each
share held on all matters voted upon by stockholders, including without
limitation, the election of directors and any proposed amendment to the Amended
and Restated Certificate of Incorporation. The holders of the Common Stock are
entitled to such dividends as may be declared at the discretion of the Board of
Directors out of funds legally available therefor. The holders of Common Stock
are entitled to share ratably in the net assets of the Company upon liquidation
after payment or provision for all liabilities. The holders of Common Stock have
no preemptive rights to purchase securities of the Company. Shares of Common
Stock are not subject to any redemption provisions. Each share of Common Stock
held by a holder of Class B Common Stock is convertible into a share of Class B
Common Stock. All outstanding shares of Common Stock are, and the shares of
Common Stock to be issued pursuant to the Offering will be upon payment
therefor, fully paid and non-assessable.
Application has been made for the listing of the Common Stock on the New
York Stock Exchange, subject to official notice of issuance.
CLASS B COMMON STOCK
The rights of the holders of Class B Common Stock are identical and entitle
the holders thereof to the same rights, privileges, benefits and notices as the
holders of Common Stock, except that (a) the holders of such shares are not
entitled to vote on any matter voted upon by the stockholders, including,
without limitation, in the election of directors of the Company and (b) a share
of Class B Common Stock is convertible into a share of Common Stock at any time
at the sole option of the holder. All outstanding shares of Class B Common Stock
are fully paid and non-assessable. Due to certain regulatory limitations
affecting CVC, CVC may not own 20% or more of the voting securities of the
Company without meeting certain regulatory requirements. Accordingly, CVC
believes that it will maintain part of its equity interest in the Company in
Class B Common Stock.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
The Company and its stockholders were parties to a registration rights
agreement, dated as of January 22, 1996, which was amended and restated in its
entirety on , 1998 in connection with the Reorganization (the "Amended
and Restated Registration Rights Agreement"). Capitalized terms used but not
defined herein have the meanings ascribed to such terms in the Amended and
Restated Registration Rights Agreement. The following summary description of the
Amended and Restated Registration Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the text of the
Amended and Restated Registration Rights Agreement, which is filed as an exhibit
to the registration statement of which this Prospectus is a part.
Certain parties to the Amended and Restated Registration Rights Agreement
will have demand registration rights on the following terms: (a) CVC may at any
time after the earlier of (i) January 22, 2001 or (ii) the six month anniversary
of the consummation of a Qualified Public Offering (as defined in the agreement)
make a demand for up to five long-form registrations, unlimited short-form
registrations, and one registration under Section 415 of the Securities Act, in
each case, of CVC Registrable Securities, and
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<PAGE> 66
(b) CMP may at any time after the earlier of (i) January 22, 2001 or (ii) six
months following the consummation of a Qualified Public Offering, make a demand
for one long-form and unlimited short-form registrations of CMP Registrable
Securities (such registrations referred to in clauses (a) and (b) above,
collectively, "Demand Registrations.") Such Demand Registrations are subject to
certain limitations, including: (x) no two demands may be made within any
six-month period and (y) the amount which can be sold pursuant to any demand may
be limited by the managing underwriter selected by the makers of such demand,
and approved by the Company.
In the event that the Company proposes to register its stock under the
Securities Act other than pursuant to a Demand Registration, all holders of
Registrable Securities, subject to CVC's approval in the initial primary public
offering, will have the right to include such securities in such registration
("Piggyback Registration"). The amount of shares which can be sold pursuant to a
Piggyback Registration are subject to limitation by the managing underwriter.
The Amended and Restated Registration Rights Agreement also provides that
certain holders of Registrable Securities and the Company may not effect a sale
or distribution of equity securities of the Company for a 180-day period
beginning on the effective date of any Demand Registration (other than pursuant
to Section 415) or Piggyback Registration. The Company pays all expenses of
Demand Registrations and Piggyback Registrations.
CERTAIN PROVISIONS OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
The Company's charter establishes an advance notice procedure for
stockholder nominations of persons for election to the board of directors in
advance of an annual meeting of stockholders of the Company. Stockholders at an
annual meeting may only consider nominations specified in the notice of meeting
or brought before the meeting by or at the direction of the board of directors,
or by a stockholder who was a stockholder of record on the record date for the
meeting, who is entitled to vote at the meeting, and who has given to the
Company's Secretary timely written notice, in proper form, of the stockholder's
intention to make such nomination before the annual meeting. An amendment to
this provision would require approval by an affirmative vote of holders of
66 2/3% of the shares of voting stock of the Company.
In addition, the Company's charter provides for cumulative voting in the
election of directors. The above two provisions may have the effect of
discouraging or deferring a potential acquiror from conducting a solicitation of
proxies to elect its own slate of directors or otherwise attempting to obtain
control of the Company.
LIMITATION ON OFFICER AND DIRECTOR LIABILITY
The Amended and Restated Certificate of Incorporation limits the liability
of directors to the fullest extent permitted by the Delaware General Corporation
Law. In addition, the Amended and Restated Certificate of Incorporation provides
that the Company shall indemnify directors and officers of the Company to the
fullest extent permitted by such law. The Company agreed with GPC that until
2003 it would not amend its charter or bylaws in any manner regarding
exculpation or indemnification of former officers and directors.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is the American Stock
Transfer & Trust Company.
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-UNITED STATES
HOLDERS OF COMMON STOCK
The following is a general discussion of certain U.S. federal income and
estate tax consequences of the ownership and disposition of Common Stock by a
beneficial owner thereof that is a "Non-U.S. Holder." A "Non-U.S. Holder" is a
person or entity other than (i) a citizen or resident of the U.S., (ii) a
corporation or partnership created or organized in the U.S. or under the laws of
the U.S. or of any other state (other than any partnership treated as foreign
under U.S. Treasury Regulations), or (iii) an estate or trust whose income is
includable in gross income for U.S. federal income tax purposes regardless of
source.
This discussion is based on the Company's understanding of the Code and
administrative interpretations as of the date hereof, all of which are subject
to change, including changes with retroactive effect. This discussion does not
address all aspects of U.S. federal income and estate taxation that may be
relevant to Non-U.S. Holders in light of their particular circumstances and does
not address any tax consequences arising under the laws of any state, local or
foreign jurisdiction. Prospective holders should consult their tax advisors with
respect to the particular tax consequences to them of owning and disposing of
Common Stock, including the consequences under the laws of any state, local or
foreign jurisdiction.
DIVIDENDS
Subject to the discussion below, dividends, if any, paid to a Non-U.S.
Holder of Common Stock generally will be subject to withholding tax at a rate of
30% of the gross amount of the dividend or such lower rate as may be specified
by an applicable income tax treaty. For purposes of determining whether tax is
to be withheld at a 30% rate or at a reduced rate as specified by an income tax
treaty, in accordance with currently applicable U.S. Treasury regulations, the
Company ordinarily will presume that dividends paid to an address in a foreign
country are paid to a resident of such country absent actual knowledge to the
contrary. Under recently finalized U.S. Treasury regulations generally effective
for payments made after December 31, 1998 (the "Final Regulations"), however, a
Non-U.S. Holder of Common Stock who wishes to claim the benefit of an applicable
treaty rate generally will be required to satisfy applicable certification and
other requirements. In addition, under the Final Regulations, in the case of
Common Stock held by a foreign partnership, (x) the certification requirement
will generally be applied to the partners of the partnership and (y) the
partnership will be required to provide certain information, including a U.S.
taxpayer identification number. The Final Regulations also provide look-through
rules for tiered partnerships.
Generally, there will be no withholding tax on dividends paid to a Non-U.S.
Holder if such dividends are effectively connected with the Non-U.S. Holder's
conduct of a trade or business within the U.S. or, if an income tax treaty
applies, attributable to a permanent establishment in the U.S. ("U.S. trade or
business income"), if the Non-U.S. Holder files the appropriate U.S. Internal
Revenue Service ("IRS") form with the payor (which form, under the Final
Regulations, will require the Non-U.S. Holder to provide a U.S. taxpayer
identification number). Instead, the effectively connected dividends will be
subject to regular U.S. net income tax at graduated rates, in the same manner as
if the Non-U.S. Holder were a U.S. resident. In addition to the graduated tax
described above, a non-U.S. corporation receiving effectively connected
dividends may be subject to a "branch profits tax" which is imposed, under
certain circumstances, at a rate of 30% (or such lower rate as may be specified
by an applicable treaty) of the non-U.S. corporation's effectively connected
earnings and profits, subject to certain adjustments.
A Non-U.S. Holder of Common Stock that is eligible for a reduced rate of
U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any
excess amount withheld by filing an appropriate claim for a refund with the IRS.
GAIN ON DISPOSITION OF COMMON STOCK
A Non-U.S. Holder generally will not be subject to U.S. federal income tax
(and no tax will generally be withheld) with respect to gain realized on a sale
or other disposition of Common Stock unless (i) the gain is U.S. trade or
business income (in which case, the branch profits tax described above may also
apply to a corporate Non-U.S. Holder), (ii) in the case of certain Non-U.S.
Holders who are non-resident alien
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<PAGE> 68
individuals and hold the Common Stock as a capital asset, such individuals are
present in the U.S. for 183 or more days in the taxable year of the disposition
and certain other conditions are met, (iii) the Non-U.S. Holder is subject to
tax pursuant to the provisions of the Code regarding the taxation of U.S.
expatriates, or (iv) the Company is or has been a "U.S. real property holding
corporation" for federal income tax purposes and the Non-U.S. Holder owned
directly or indirectly more than 5% of the Company's Common Stock (assuming the
Common Stock is regularly traded on an established securities market) at any
time within the shorter of the five-year period preceding such disposition or
such holder's holding period. Generally, a corporation is a "U.S. real property
holding corporation" if the fair market value of its "U.S. real property
interest" equals or exceeds 50% of the sum of the fair market value of its
worldwide real property interests plus its other assets used or held for use in
a trade or business. The Company is not, and does not anticipate becoming, a
"U.S. real property holding corporation" for U.S. federal income tax purposes.
INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING ON DISPOSITION OF
COMMON STOCK
Generally, the Company must report to the U.S. Internal Revenue Service the
amount of dividends paid, the name and address of the recipient, and the amount,
if any, of tax withheld. A similar report is sent to the holder. Pursuant to tax
treaties or certain other agreements, the U.S. Internal Revenue Service may make
its reports available to tax authorities in the recipient's country of
residence.
Under currently effective U.S. Treasury regulations, dividends paid to a
Non-U.S. Holder at an address within the U.S. may be subject to backup
withholding imposed at a rate of 31% if the Non-U.S. Holder fails to establish
that it is entitled to an exemption or to provide a correct taxpayer
identification number and certain other information to the Company or its paying
agent. Under the Final Regulations, a Non-U.S. Holder of Common Stock that fails
to certify its Non-U.S. Holder status in accordance with the requirements of the
Final Regulations may be subject to U.S. backup withholding at a rate of 31% on
payment of dividends.
Under current U.S. Federal income tax law, information reporting and backup
withholding imposed at a rate of 31% will apply to the proceeds of a disposition
of Common Stock paid to or through a U.S. office of a broker unless the
disposing holder certifies as to its non-U.S. status or otherwise establishes an
exemption. Generally, U.S. information reporting and backup withholding will not
apply to a payment of disposition proceeds if the payment is made outside the
U.S. through a non-U.S. office of a non-U.S. broker. However, U.S. information
reporting requirements (but not backup withholding) will apply to a payment of
disposition proceeds outside the U.S. if the payment is made through an office
outside the U.S. of a broker that is (i) a U.S. Person, (ii) a foreign person
which derives 50% or more of its gross income for certain periods from the
conduct of a trade or business in the U.S. or (iii) a "controlled foreign
corporation" for U.S. federal income tax purposes, unless the broker maintains
documentary evidence that the holder is a Non-U.S. Holder and that certain
conditions are met, or that the holder otherwise is entitled to an exemption.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the IRS.
FEDERAL ESTATE TAX
An individual Non-U.S. Holder who is treated as the owner of, or has made
certain lifetime transfers of, an interest in the Common Stock at the time of
death will be required to include the value thereof in his gross estate for U.S.
Federal estate tax purposes, unless an applicable estate tax treaty provides
otherwise. Such individual's estate may be subject to U.S. Federal estate tax on
the property includable in the gross estate for U.S. Federal estate tax
purposes. Estates of non-resident aliens are generally allowed a statutory
credit which has the effect of offsetting the U.S. Federal estate tax imposed on
the first $60,000 of the taxable estate.
67
<PAGE> 69
SHARES ELIGIBLE FOR FUTURE SALE
Prior to the Offering, there has been no market for the Common Stock of the
Company. Future sales of substantial amounts of Common Stock in the public
market could adversely affect market prices prevailing from time to time.
Furthermore, since only a limited number of shares will be available for sale
shortly after the Offering because of certain contractual and legal restrictions
on resale described below, sales of substantial amounts of Common Stock of the
Company in the public market after the restrictions lapse could adversely affect
the prevailing market price and the ability of the Company to raise equity
capital in the future.
Upon completion of the Offering and the Reorganization, there will be
shares of Common Stock outstanding ( shares assuming the
conversion of all outstanding shares of Class B Common Stock), assuming no
exercise of the Underwriters' over-allotment option and no exercise of
outstanding options and based upon the number of shares outstanding as of
. Of these shares, all of the shares sold in the Offering
will be freely tradable without restriction or further registration under the
Securities Act, unless such shares are purchased by "affiliates" of the Company,
as that term is defined in Rule 144 under the Securities Act ("Affiliates"). The
remaining shares of Common Stock (including any Common Stock issued
upon conversion of Class B Common Stock) will be deemed "restricted securities"
as that term is defined in Rule 144 under the Securities Act (the "Restricted
Shares") and will be eligible for resale upon expiration of the lock-up
described below. Restricted Shares may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rules 144
or 701 promulgated under the Securities Act, which rules are summarized below.
Except for the issuance by the Company of Common Stock to effectuate the
Reorganization, the Company, its executive officers, directors and stockholders
have agreed not to directly or indirectly (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of or otherwise dispose
of or transfer any shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock, whether now owned or thereafter
acquired by the person executing the agreement or with respect to which the
person executing the agreement thereafter acquires the power of disposition, or
file a registration statement under the Securities Act with respect to the
foregoing or (ii) enter into any swap or other agreement that transfers, in
whole or in part, the economic consequence of ownership of the Common Stock
whether any such swap or transaction is to be settled by delivery of Common
Stock or other securities, in cash or otherwise, without the prior written
consent of Merrill Lynch on behalf of the Underwriters for a period of 180 days
after the date of this Prospectus.
The shares of the Company's Class B Common Stock are convertible into
shares of Common Stock and, in the event of conversion of such shares and
expiration of the 180 day lock-up period described above, of the
aggregate shares of Common Stock issuable upon conversion of the Class B Common
Stock would be immediately eligible for sale pursuant to shares of Common Stock
held by existing stockholders will be eligible for sale without restriction
pursuant to Rule 144. No assurance can be given that holders of the Class B
Common Stock will not decide, based upon then prevailing market and other
conditions, to convert their Class B Common Stock to Common Stock and to dispose
of all or a portion of such stock pursuant to the provisions of Rule 144 under
the Securities Act or pursuant to the demand registration rights contained in
the Registration Rights Agreement. See "Description of Capital Stock -- Amended
and Restated Registration Rights Agreement." In addition, as of ,
shares of Common Stock were subject to outstanding options and
warrants, including shares of Common Stock issuable upon the conversion of the
Class B Common Stock. All of those shares are subject to these lock-up
agreements. Upon expiration of these lock-up agreements, shares
subject to such options and warrants will be vested, and could be exercised and
sold.
In general, under Rule 144, an Affiliate of the Company, or any person (or
persons whose shares are aggregated) who has beneficially owned Restricted
Shares for at least one year, will be entitled to sell in any three-month period
a number of shares that does not exceed the greater of (i) one percent of the
then outstanding shares of the Company's Common Stock or (ii) the average weekly
trading volume of the Company's Common Stock in the New York Stock Exchange
during the four calendar weeks immediately
68
<PAGE> 70
preceding the date on which notice of the sale is filed with the SEC. Sales
pursuant to Rule 144 are subject to certain requirements relating to manner of
sale, notice and availability of current public information about the Company. A
person (or person whose shares are aggregated) who is not deemed to have been an
Affiliate of the Company at any time during the 90 days immediately preceding
the sale and who has beneficially owned Restricted Shares for at least 2 years
is entitled to sell such shares pursuant to Rule 144(k) without regard to the
limitations described above. The Commission is currently considering amendments
to Rule 144 which could modify among other things the volume and manner of sale
requirements described above.
Any employee, officer or director of or consultant to the Company who
purchased or was awarded shares or options to purchase shares pursuant to a
written compensatory plan or contract is entitled to rely on the resale
provisions of Rule 701 under the Securities Act, which permits Affiliates and
non-Affiliates to sell their Rule 701 shares without having to comply with Rule
144's holding period restrictions, in each case commencing 90 days after the
date of this Prospectus. In addition, non-Affiliates may sell Rule 701 shares
without complying with the public information, volume and notice provisions of
Rule 144.
The Company intends to file a registration statement under the Securities
Act covering shares of Common Stock reserved for issuance under the Incentive
Plan. Based on the number of options outstanding and shares reserved for
issuance under the Incentive Plan at , such registration statement
would cover approximately shares. Such registration statement is
expected to be filed and to become effective as soon as practicable after the
date of this Prospectus. Shares registered under such registration statement
will, subject to Rule 144 volume limitations applicable to Affiliates, be
available for sale in the open market, unless such shares are subject to vesting
restrictions with the Company or the lock-up agreements described above. See
"Management."
The holders of all shares outstanding prior to the Offering are entitled to
certain registration rights with respect to their shares. See "Description of
Capital Stock -- Amended and Restated Registration Rights Agreement."
69
<PAGE> 71
UNDERWRITING
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Bear,
Stearns & Co. Inc., Lehman Brothers Inc., Furman Selz LLC and Wasserstein
Perella Securities, Inc. are acting as representatives (the "Representatives")
of each of the Underwriters named below (the "Underwriters"). Subject to the
terms and conditions set forth in a purchase agreement (the "Purchase
Agreement") among the Company and the Underwriters, the Company has agreed to
sell to the Underwriters, and each of the Underwriters severally and not jointly
has agreed to purchase from the Company, the number of shares of Common Stock
set forth opposite its name below.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Bear, Stearns & Co. Inc.....................................
Lehman Brothers Inc.........................................
Furman Selz LLC.............................................
Wasserstein Perella Securities, Inc.........................
--------
Total..........................................
========
</TABLE>
In the Purchase Agreement the several Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the shares of
Common Stock being sold pursuant to such agreement if any of the shares of
Common Stock being sold pursuant to such agreement are purchased. Under certain
circumstances, under the Purchase Agreement, the commitments of non-defaulting
Underwriters may be increased.
The Representatives have advised the Company that the Underwriters propose
initially to offer the shares of Common Stock to the public at the initial
public offering price set forth on the cover page of this Prospectus, and to
certain dealers at such price less a concession not in excess of $ per
share of Common Stock. The Underwriters may allow, and such dealers may reallow,
a discount not in excess of $ per share of Common Stock on sales to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.
The Company has granted options to the Underwriters, exercisable for 30
days after the date of this Prospectus, to purchase up to an aggregate of
additional shares of Common Stock at the initial public offering price
set forth on the cover page of this Prospectus, less the underwriting discount.
The Underwriters may exercise these options solely to cover over-allotments, if
any, made on the sale of the Common Stock offered hereby. To the extent that the
Underwriters exercise these options, each Underwriter will be obligated, subject
to certain conditions, to purchase a number of additional shares of Common Stock
proportionate to such Underwriter's initial amount reflected in the foregoing
table.
At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price, up to 5% of the shares offered to be sold to
certain employees of the Company and other persons. The number of shares of
Common Stock available for sale to the general public will be reduced to the
extent such persons purchase such reserved shares. Any reserved shares which are
not orally confirmed for purchase within
70
<PAGE> 72
one day of the pricing of the Offering will be offered by the Underwriters to
the general public on the same terms as the other shares offered hereby.
The Company, the Company's executive officers and directors and all
existing stockholders have agreed, subject to certain exceptions, not to
directly or indirectly (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of or otherwise dispose of or transfer
any shares of Common Stock or securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or thereafter acquired by the
person executing the agreement or with respect to which the person executing the
agreement thereafter acquires the power of disposition, or file a registration
statement under the Securities Act with respect to the foregoing or (ii) enter
into any swap or other agreement that transfers, in whole or in part, the
economic consequence of ownership of the Common Stock whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities, in
cash or otherwise, without the prior written consent of Merrill Lynch on behalf
of the Underwriters for a period of 180 days after the date of this Prospectus.
See "Shares Eligible for Future Sale."
Prior to the Offering, there has been no public market for the Common Stock
of the Company. The initial public offering price will be determined through
negotiations between the Company and the Representatives. The factors considered
in determining the initial public offering price, in addition to prevailing
market conditions, are price-earnings ratios of publicly traded companies that
the Representatives believe to be comparable to the Company, certain financial
information of the Company, the history of, and the prospects for, the Company
and the industry in which it competes, and an assessment of the Company's
management, its past and present operations, the prospects for, and timing of,
future revenues of the Company, the present state of the Company's development,
and the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to the Company. There
can be no assurance that an active trading market will develop for the Common
Stock or that the Common Stock will trade in the public market subsequent to the
Offering at or above the initial public offering price.
The Common Stock has been approved for listing on the New York Stock
Exchange, subject to notice of issuance, under the symbol "GCW". In order to
meet the requirements for listing of the Common Stock on that exchange, the
Underwriters have undertaken to sell lots of 100 or more shares to a minimum of
2,000 beneficial owners.
The Underwriters do not expect sales of the Common Stock to any accounts
over which they exercise discretionary authority to exceed 5% of the number of
shares being offered hereby.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act, or to
contribute to payments the Underwriters may be required to make in respect
thereof.
Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters and
certain selling group members to bid for and purchase the Common Stock. As an
exception to these rules, the Representatives are permitted to engage in certain
transactions that stabilize the price of the Common Stock. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the Common Stock.
If the Underwriters create a short position in the Common Stock in
connection with the Offering, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the Representatives may
reduce that short position by purchasing Common Stock in the open market. The
Representatives may also elect to reduce any short position by exercising all or
part of the over-allotment option described above.
The Representatives may also impose a penalty bid on certain Underwriters
and selling group members. This means that if the Representatives purchase
shares of Common Stock in the open market to reduce the Underwriters' short
position or to stabilize the price of the Common Stock, they may reclaim the
amount of the selling concession from the Underwriters and selling group members
who sold those shares as part of the Offering.
71
<PAGE> 73
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of the Common Stock to the extent that it
discourages resales of the Common Stock.
Neither the Company nor any of the Underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Common Stock. In addition, neither
the Company nor any of the Underwriters makes any representation that the
Representatives will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.
Certain of the Representatives have provided investment banking and related
services for the Company and CVC from time to time for which they have received
customary fees.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
being offered hereby will be passed upon for the Company by Kirkland & Ellis (a
partnership which includes professional corporations), New York, New York.
Certain legal matters relating to the Offering will be passed upon for the
Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership
including professional corporations), New York, New York.
EXPERTS
The consolidated financial statements and schedule of GCIH, Inc. at
December 31, 1997 and 1996, and for the year ended December 31, 1997, and for
the period from January 22, 1996 to December 31, 1996, and the consolidated
statements of operations and cash flows and schedule for the year ended December
31, 1995 of Gerber Childrenswear, Inc. ("Predecessor Company") appearing in this
Prospectus and Registration Statement, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein, and are included in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.
The consolidated statements of income and cash flows for the period January
1, 1997 through December 16, 1997 of Auburn Hosiery Mills, Inc. appearing in
this Prospectus and Registration Statement, have been audited by J.C. Holland &
Co., PSC, independent auditors, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance on such report given upon the
authority of such firm as experts in accounting and auditing.
The profit and loss account and cash flow statement of Sport Socks Co.
(Ireland) Limited for the fifty weeks ended December 16, 1997 appearing in this
Prospectus and Registration Statement, have been audited by Price Waterhouse,
independent accountants, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance on such report given upon the
authority of such firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which are omitted as permitted by
the rules and regulations of the Commission. For further information pertaining
to the Company and the Common Stock offered hereby, reference is made to the
Registration Statement, including the exhibits thereto and the financial
statements, notes and schedules filed as a part thereof. Statements contained in
this Prospectus regarding the contents of any contract or other document
referred to herein or therein are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
72
<PAGE> 74
exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference.
Upon completion of the Offering, the Company will be subject to the
informational requirements of the Securities Exchange Act of 1934, as amended,
and, in accordance therewith, will file reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information, as well as the Registration Statement and the exhibits and
schedules thereto, may be inspected, without charge, at the public reference
facility maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at Seven World Trade Center, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such materials can also be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005
or on the Commission's site on the Internet at http://www.sec.gov.
73
<PAGE> 75
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
GCIH, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
Report of Independent Auditors.............................. F-2
Consolidated Balance Sheets at December 31, 1997 and 1996... F-3
Consolidated Statements of Income, Changes in Shareholders'
Equity and Cash Flows for the year ended December 31, 1997
and the period from January 22, 1996 to December 31,
1996...................................................... F-4
Notes to Consolidated Financial Statements.................. F-7
GERBER CHILDRENSWEAR, INC. ("PREDECESSOR COMPANY")
Report of Independent Auditors.............................. F-22
Consolidated Statements of Income and Cash Flows for the
year ended December 31, 1995.............................. F-23
Notes to Consolidated Financial Statements.................. F-25
AUBURN HOSIERY MILLS, INC. AND SUBSIDIARY
Independent Auditors' Report................................ F-29
Consolidated Statements of Income and Cash Flows for the
Period January 1, 1997 through December 16, 1997.......... F-30
Notes to Consolidated Financial Statements.................. F-32
SPORT SOCKS CO. (IRELAND) LIMITED
Independent Accountant's Report............................. F-36
Profit and Loss Account and Cash Flow Statement for the
fifty weeks ended December 16, 1997....................... F-37
Notes to Consolidated Financial Statements.................. F-39
</TABLE>
F-1
<PAGE> 76
REPORT OF INDEPENDENT AUDITORS
Board of Directors
GCIH, Inc.
We have audited the accompanying consolidated balance sheets of GCIH, Inc.
as of December 31, 1997 and 1996, and the related consolidated statements of
income, changes in shareholders' equity and cash flows for the year ended
December 31, 1997 and the period from January 22, 1996 (inception) to December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
GCIH, Inc. at December 31, 1997 and 1996, and the consolidated results of its
operations and its cash flows for the year ended December 31, 1997 and the
period from January 22, 1996 (inception) to December 31, 1996 in conformity with
generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
January 30, 1998
F-2
<PAGE> 77
GCIH, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 536 $ 17,592
Accounts receivable, net of allowances for doubtful
accounts of $2,510,000 (1997) and $1,798,000 (1996)
(Note 8)................................................ 34,506 17,979
Income taxes receivable................................... 4,635 --
Inventories (Notes 3 and 8)............................... 71,041 47,504
Deferred income taxes (Note 5)............................ 399 4,353
Other..................................................... 1,273 3,083
-------- --------
Total current assets.................................... 112,390 90,511
Property, plant and equipment, net (Notes 4 and 8).......... 24,648 9,938
Deferred income taxes (Note 5).............................. 2,281 2,075
Excess of cost over fair value of net assets acquired,
net....................................................... 22,257 1,606
Debt issuance costs, net.................................... 1,381 1,775
Other....................................................... 934 155
-------- --------
$163,891 $106,060
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 14,759 $ 10,078
Accrued expenses (Note 6)................................. 24,099 16,503
Income taxes payable...................................... -- 6,000
Current portion of obligations under capital leases (Note
9)...................................................... 119 --
Revolver (Note 8)......................................... 250 --
Current portion of long-term debt (Note 8)................ 7,286 1,725
-------- --------
Total current liabilities............................... 46,513 34,306
Accrued pension and postretirement benefit cost (Note 10)... 5,058 4,021
Other accrued liabilities (Note 7).......................... 8,713 3,853
Obligations under capital leases, less current portion (Note
9)........................................................ 104 --
Long-term debt, less current portion (Note 8)............... 69,474 41,711
Redeemable preferred stock, 12% non-voting, cumulative, par
value $.01 per share, 117,402.7 shares authorized, 116,452
outstanding (1997); 117,402.7 shares outstanding (1996)
(liquidation and redemption value of $100 per share)
including accrued dividends of $2,965,000 (1997) and
$1,328,000 (1996) (Note 11)............................... 14,610 13,068
Shareholders' equity (Note 12):
Common Stock, Class A, par value $.01 per share, 750,000.0
shares authorized, 587,328.3 shares outstanding (1997);
661,655.1 shares outstanding (1996)..................... 7 7
Common Stock, Class B, par value $.01 per share, 250,000
shares authorized, 166,915.3 shares outstanding (1997);
144,594.9 shares outstanding (1996)..................... 2 1
Common Stock, Class C with 225 votes per share, par value
$.01 per share, 2,500 shares authorized and
outstanding............................................. -- --
Common Stock, non-voting Class D, par value $.01 per
share, 191,250 shares authorized, none issued........... -- --
Treasury stock.............................................. (75) --
Detachable stock warrants................................... 189 189
Additional paid-in capital.................................. 6,537 752
Retained earnings........................................... 13,526 8,152
-------- --------
20,186 9,101
Less unearned compensation under restricted stock plan.... 767 --
-------- --------
Total shareholders' equity.............................. 19,419 9,101
-------- --------
$163,891 $106,060
======== ========
</TABLE>
See accompanying notes.
F-3
<PAGE> 78
GCIH, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 22,
YEAR ENDED 1996 TO
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net sales................................................... $202,037 $185,223
Cost of sales............................................... 146,294 138,608
-------- --------
Gross margin................................................ 55,743 46,615
Expenses:
Selling, general and administrative expenses, including
$9,465,000 of compensation in 1997 for restricted
stock.................................................. 37,231 23,894
Other..................................................... 231 689
-------- --------
37,462 24,583
-------- --------
Income before interest and income taxes..................... 18,281 22,032
Interest expense, net of interest income.................... 5,798 6,308
-------- --------
Income before income taxes.................................. 12,483 15,724
Federal and state income taxes (Note 5):
Current................................................... 1,303 11,635
Deferred.................................................. 3,461 (5,391)
-------- --------
4,764 6,244
-------- --------
Income before extraordinary item............................ 7,719 9,480
Extraordinary item -- loss on early extinguishment of debt
(net of income tax benefit of $452,000)................... (708) --
-------- --------
Net income.................................................. 7,011 9,480
Less preferred stock dividends.............................. (1,637) (1,328)
-------- --------
Net income available to common shareholders................. $ 5,374 $ 8,152
======== ========
Per share amounts:
Earnings per common share:
Income before extraordinary item....................... $ 8.47 $ 11.11
Extraordinary item..................................... (.99) --
-------- --------
Net income................................................ $ 7.48 $ 11.11
======== ========
Earnings per common share -- assuming dilution:
Income before extraordinary item....................... $ 6.39 $ 8.15
Extraordinary item..................................... (.74) --
-------- --------
Net income................................................ $ 5.65 $ 8.15
======== ========
</TABLE>
See accompanying notes.
F-4
<PAGE> 79
GCIH, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1997 AND PERIOD FROM
JANUARY 22, 1996 TO DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
CLASS A CLASS A CLASS B CLASS B CLASS C CLASS C CLASS D CLASS D
COMMON COMMON COMMON COMMON COMMON COMMON COMMON COMMON TREASURY
SHARES STOCK SHARES STOCK SHARES STOCK SHARES STOCK SHARES
--------- ------- --------- ------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 22, 1996... 661,655.1 $ 7 144,594.9 $ 1 2,500 $-- -- $-- --
Net income................... -- -- -- -- -- -- -- -- --
Dividend on redeemable
preferred stock............ -- -- -- -- -- -- -- -- --
--------- --- --------- --- ----- --- -- --- ---------
Balance at December 31,
1996......................... 661,655.1 7 144,594.9 1 2,500 -- -- -- --
Repurchase of shares for
treasury................... (74,326.8) -- (30,929.6) -- -- -- -- -- 105,256.4
Pursuant to restricted stock
plan:
Shares issued.............. -- -- 53,250.0 1 -- -- -- -- (53,250.0)
Amortization............... -- -- -- -- -- -- -- -- --
Forfeitures................ -- -- -- -- -- -- -- -- --
Net income................... -- -- -- -- -- -- -- -- --
Dividend on redeemable
preferred stock............ -- -- -- -- -- -- -- -- --
--------- --- --------- --- ----- --- -- --- ---------
Balance at December 31,
1997......................... 587,328.3 $ 7 166,915.3 $ 2 2,500 $-- -- $-- 52,006.4
========= === ========= === ===== === == === =========
<CAPTION>
DETACHABLE ADDITIONAL
TREASURY STOCK PAID-IN RETAINED UNEARNED
STOCK WARRANTS CAPITAL EARNINGS COMPENSATION TOTAL
-------- ---------- ---------- -------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 22, 1996... $ -- $189 $ 752 $ -- $ -- $ 949
Net income................... -- -- -- 9,480 -- 9,480
Dividend on redeemable
preferred stock............ -- -- -- (1,328) -- (1,328)
----- ---- ------ ------- ------- -------
Balance at December 31,
1996......................... -- 189 752 8,152 -- 9,101
Repurchase of shares for
treasury................... (128) -- -- -- -- (128)
Pursuant to restricted stock
plan:
Shares issued.............. 53 -- 5,857 -- (1,000) 4,911
Amortization............... -- -- -- -- 161 161
Forfeitures................ -- -- (72) -- 72 --
Net income................... -- -- -- 7,011 -- 7,011
Dividend on redeemable
preferred stock............ -- -- -- (1,637) -- (1,637)
----- ---- ------ ------- ------- -------
Balance at December 31,
1997......................... $ (75) $189 $6,537 $13,526 $ (767) $19,419
===== ==== ====== ======= ======= =======
</TABLE>
See accompanying notes.
F-5
<PAGE> 80
GCIH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 22,
YEAR ENDED 1996 TO
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 7,011 $ 9,480
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation.............................................. 1,976 1,339
Amortization of goodwill.................................. 84 83
Amortization of debt issuance costs....................... 478 412
Provision for allowance for doubtful accounts............. 712 1,798
Provision for deferred income taxes....................... 3,461 (5,391)
Compensation expense pursuant to restricted stock plan
(noncash)............................................... 4,858 --
Amortization pursuant to restricted stock plan............ 161 --
(Gain) on disposal of assets.............................. (2) --
Extraordinary item........................................ 708 --
Changes in operating assets and liabilities:
Inventories............................................. (15,048) 10,487
Accounts receivable..................................... (8,511) (3,296)
Other assets............................................ 538 (500)
Accounts payable........................................ 253 3,668
Accrued expenses........................................ 3,824 6,627
Income taxes payable.................................... (10,204) 6,000
Other accrued liabilities............................... 3,628 510
Accrued pension and postretirement benefit cost......... 1,037 1,034
-------- ---------
Net cash (used in) provided by operating activities......... (5,036) 32,251
INVESTING ACTIVITIES
Collections on notes receivable............................. 207 3,226
Purchases of property, plant and equipment.................. (4,180) (1,047)
Proceeds from sale of property, plant and equipment......... 445 --
Purchase of Auburn Holdings, Inc., net of cash acquired and
seller receivables........................................ (38,840) --
-------- ---------
Net cash (used in) provided by investing activities......... (42,368) 2,179
FINANCING ACTIVITIES
Borrowings under revolving credit agreement................. $ 88,824 $ 162,903
Repayments under revolving credit agreement................. (88,574) (177,755)
Proceeds from long-term borrowings.......................... 41,600 --
Principal payments on long-term borrowings.................. (10,205) (2,875)
Principal payments on capital leases........................ (88) --
Repurchase of common stock.................................. (128) --
Repurchase of preferred stock............................... (95) --
Proceeds from sale of restricted stock...................... 53 --
Debt issuance costs......................................... (1,039) --
-------- ---------
Net cash provided by (used in) financing activities......... 30,348 (17,727)
-------- ---------
Net (decrease) increase in cash and cash equivalents........ (17,056) 16,703
Cash and cash equivalents at beginning of period............ 17,592 889
-------- ---------
Cash and cash equivalents at end of period.................. $ 536 $ 17,592
======== =========
Supplemental Disclosure of Cash Flow Information:
Noncash items:
Reduction of notes payable, offset by reduction of notes
receivable............................................ $ 1,500 --
</TABLE>
See accompanying notes.
F-6
<PAGE> 81
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
GCIH, Inc. ("the Company") was formed to acquire 100% of the outstanding
stock of Gerber Childrenswear, Inc. from Gerber Products Company. The
acquisition was effective as of the start of business on January 22, 1996 and
was accounted for as a purchase. The purchase price was allocated to the net
assets acquired based on their respective fair values and the balance was
treated as excess of cost over fair value of net assets acquired. The total cost
of the acquisition was approximately $74 million. The excess of the cost over
fair value of net assets acquired is being amortized over twenty years on a
straight-line basis.
The acquisition was funded in part by long-term borrowings and a note
payable to the seller. The stock purchase agreement provided for the adjustment
of the $74 million purchase price based on net working capital, as defined, at
January 22, 1996. Calculated net working capital as defined resulted in a
reduction of the purchase price by $4.7 million. This was collected through cash
receipt of $3.2 million in 1996 and a $1.5 million reduction in the junior
subordinated note payable to Gerber Products Company in 1997.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries which are Gerber Childrenswear, Inc. and
Auburn Holdings, Inc. All material intercompany balances and transactions have
been eliminated in consolidation.
Earnings Per Common Share
Earnings per common share are calculated by dividing net income by the
weighted average shares outstanding in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share."
Revenue Recognition
Substantially all revenue is recognized when products are shipped to
customers.
Concentration of Credit Risk
The Company manufactures infant apparel and products that are primarily
sold to retail entities throughout the United States. The Company's primary
customers are mass merchants and discount stores. Sales to three customers
represented approximately 44%, 11% and 10% of 1997 net sales, respectively, and
44%, 6% and 10% of 1996 net sales, respectively. The Company performs periodic
credit evaluations of their customers and generally does not require collateral
for credit sales.
Cash Equivalents
The Company considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash equivalents. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Undesignated cash is invested each night through participation in a bank
investment plan and bears interest at a variable rate. Under this agreement, the
bank sells securities that are direct obligations of or are fully guaranteed by
the United States government to the Company each night and repurchases the
investments the next business day.
F-7
<PAGE> 82
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Inventories
Inventories are stated at the lower of cost or market. Cost is determined
by the first-in, first-out (FIFO) method.
Debt Issuance Costs
Debt issuance costs are being amortized over the lives of the related debt.
Accumulated amortization amounted to $224,000 and $412,000 at December 31, 1997
and 1996, respectively. Amortization expense is included in interest expense in
the accompanying statements of income.
Advertising
Advertising costs of approximately $5,071,000 and $3,250,000 for fiscal
years 1997 and 1996, respectively, were expensed as incurred.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation of property,
plant and equipment is computed by the straight-line method over the estimated
useful lives of the assets for financial reporting purposes and computed based
upon "Modified Accelerated Cost Recovery System" guidelines for income tax
reporting purposes.
Income Taxes
The Company accounts for its income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Deferred income
taxes are recognized for the tax consequences of "temporary differences" by
applying enacted statutory tax rates applicable to future years to differences
between the financial statement carrying amounts and the tax bases of existing
assets and liabilities.
Fair Value of Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
Value of Financial Instruments", requires disclosure of fair value information
about financial instruments for which it is practicable to estimate that value.
The carrying amounts reported in the balance sheet for cash and long-term debt
approximate their fair value. The carrying amounts of variable-rate debt
approximate fair value due to interest rates adjusting to market rates.
New Accounting Standards
The Financial Accounting Standards Board has issued SFAS No. 130,
"Reporting Comprehensive Income," which is effective for financial statements
for fiscal years ending after December 31, 1997. This standard establishes
standards for the reporting and display of comprehensive income which is defined
under SFAS No. 130 as "the change in equity (net assets) during a period from
transactions and other events and circumstances from nonowner sources." Under
SFAS No. 130, the Company has several choices in the disclosure of the
components of other comprehensive income. The Company plans to implement SFAS
No. 130 during the first quarter of fiscal year 1998.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards Number 131 (SFAS 131) "Disclosures about Segments
of an Enterprise and Related Information" which is effective for years beginning
after December 15, 1997. SFAS 131 establishes standards for the way that
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial
F-8
<PAGE> 83
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
reports. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers. The Company will adopt the
new requirements retroactively in 1998. Management has not completed its review
of SFAS 131, but does not anticipate that the adoption of this statement will
have a significant effect on the Company's reported segments.
Excess of Cost Over Net Assets of Businesses Acquired
The excess of investments in consolidated subsidiaries over the net asset
value at acquisition ("goodwill") is being amortized on a straight-line basis
over periods not exceeding twenty years. On an annual basis the Company reviews
the recoverability of goodwill based primarily upon an analysis of undiscounted
cash flows from the acquired businesses. Accumulated amortization amounted to
$167,000 and $83,000 at December 31, 1997 and 1996, respectively.
Forward Exchange Contracts
The Company uses forward foreign currency exchange contracts to minimize
currency exchange risk. Unrealized gains or losses resulting from changes in
currency exchange rates are recognized currently.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. ACQUISITIONS
On December 17, 1997, the Company acquired Auburn Hosiery Mills, Inc.
("Auburn") and Sport Socks Co. (Ireland) Limited ("Sport Socks") for $28 million
and $12 million in cash, respectively. Both companies are engaged in the
production and sale of various styles of socks to retail chain stores. The
acquisitions were financed through a term loan of $40 million. The acquisitions
have been recorded using the purchase method of accounting. Accordingly, the
purchase price has been allocated to assets and liabilities of the acquired
companies based on their estimated fair values as of the effective date of
acquisition. The purchase price exceeded the fair value of net assets acquired
by approximately $20 million, which is being amortized on a straight-line basis
over twenty years. The results of operations of Auburn and Sport Socks are
included in the accompanying consolidated financial statements from the date of
acquisition.
The following summarized unaudited pro forma financial information assumes
the acquisitions had occurred on January 1 of each year:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net sales.............................................. $270,100 $246,921
Income before extraordinary item....................... 6,625 10,856
Net earnings........................................... 5,917 10,856
Basic earnings per share............................... 5.96 12.99
Diluted earnings per share............................. 4.50 9.53
</TABLE>
The amounts are based upon certain assumptions and estimates, and do not
reflect any benefit from economies which might be achieved from combined
operations. The pro forma results do not necessarily represent results which
would have occurred if the acquisition had taken place on the basis assumed
above, nor are they indicative of the results of future combined operations.
F-9
<PAGE> 84
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
------------------
1997 1996
------- -------
<S> <C> <C>
Raw materials............................................ $18,482 $14,481
Work in process.......................................... 15,857 10,073
Finished goods........................................... 48,732 35,799
------- -------
83,071 60,353
Less reserves............................................ 12,030 12,849
------- -------
$71,041 $47,504
======= =======
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
------------------
1997 1996
------- -------
<S> <C> <C>
Land..................................................... $ 742 $ 538
Buildings and leasehold improvements..................... 9,060 4,451
Machinery and equipment.................................. 14,997 5,164
Furniture and other equipment............................ 1,750 733
Vehicles................................................. 291 176
Construction in progress................................. 1,027 215
------- -------
27,867 11,277
Less accumulated depreciation............................ 3,219 1,339
------- -------
$24,648 $ 9,938
======= =======
</TABLE>
5. INCOME TAXES
The components of the Company's net deferred tax assets are as follows (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31
----------------
1997 1996
------ ------
<S> <C> <C>
Deferred tax assets:
Inventory reserves....................................... $ 647 $1,019
Postretirement benefits.................................. 1,729 1,509
Accrued royalty.......................................... 2,025 716
Restructuring reserves................................... 463 802
Other.................................................... 3,452 3,577
------ ------
Total deferred tax assets.................................. 8,316 7,623
Deferred tax liabilities:
Depreciation............................................. 2,404 828
Inventory methods........................................ 1,926 --
Other.................................................... 1,306 367
------ ------
Total deferred tax liabilities............................. 5,636 1,195
------ ------
Net deferred tax assets.................................... $2,680 $6,428
====== ======
</TABLE>
F-10
<PAGE> 85
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Income tax expense is different from the amount that would result from
applying the Federal statutory rate to income before income taxes as follows (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31
----------------
1997 1996
------ ------
<S> <C> <C>
Federal tax at statutory rate.............................. $4,244 $5,346
State income tax, net of Federal tax benefit............... 412 519
Other...................................................... 108 379
------ ------
Income tax expense......................................... $4,764 $6,244
====== ======
</TABLE>
Current and deferred income tax expense are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
-----------------
1997 1996
------ -------
<S> <C> <C>
Current:
Federal................................................. $1,168 $10,379
State................................................... 135 1,256
------ -------
Total current............................................. 1,303 11,635
Deferred:
Inventory reserves...................................... 372 (1,019)
Postretirement benefits................................. (220) (232)
Accrued royalty......................................... (1,309) (716)
Inventory methods....................................... 2,676 (750)
Restructuring reserves.................................. 339 198
Other................................................... 1,603 (2,872)
------ -------
Total deferred............................................ 3,461 (5,391)
------ -------
Income tax expense........................................ $4,764 $ 6,244
====== =======
</TABLE>
Income taxes paid were approximately $11,734,000 and $5,638,000 in 1997 and
1996, respectively.
6. ACCRUED EXPENSES
Accrued expenses consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
------------------
1997 1996
------- -------
<S> <C> <C>
Interest................................................. $ 2,914 $ 2,869
Salaries, wages and payroll taxes........................ 7,618 1,801
Incentives............................................... 3,610 1,980
Advertising.............................................. 1,684 1,217
Self-insurance reserves.................................. 1,828 1,505
Royalties................................................ 1,194 358
Restructuring............................................ 335 1,541
Other.................................................... 4,916 5,232
------- -------
$24,099 $16,503
======= =======
</TABLE>
F-11
<PAGE> 86
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
7. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
----------------
1997 1996
------ ------
<S> <C> <C>
Royalties.................................................. $5,400 $1,909
Incentives................................................. -- 520
Other...................................................... 3,313 1,424
------ ------
$8,713 $3,853
====== ======
</TABLE>
8. LONG-TERM DEBT
Long-term debt consists of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
------------------
1997 1996
------- -------
<S> <C> <C>
NationsBank term loan with interest accruing at the rate
equal to the greater of 1) the Federal Funds Rate plus
1/2 of 1%, or 2) the prime rate; plus an applicable
percentage based on the current Leverage Ratio (7.4% at
December 31, 1997); principal due on a quarterly payment
schedule through September 30, 2002....................... $38,500 $ --
Senior subordinated note payable with interest accruing at
12%; one-half of the principal is due in January 2003 and
the remaining balance in January 2004..................... 22,500 22,500
Junior subordinated note payable to Gerber Products Company
with interest accruing at 12%; principal is due January
2006...................................................... 11,000 12,500
Note payable to a bank with interest accruing at 8.75%;
principal and interest payable in monthly installments of
$15,992................................................... 1,583 --
Industrial Revenue Bond, payable in annual principal
installments of $100,000 through March 1, 1999, then
annual principal installments of $200,000 through March 1,
2004, plus interest at a floating rate not to exceed 14%
(3.3% -- 4.9% in 1997).................................... 1,200 --
Industrial Revenue Bond, payable in annual principal
installments of $100,000 through October 1, 1999, then
annual principal installments of $200,000 through October
1, 2004, plus interest at a floating interest rate not to
exceed 14% (3.3% -- 4.9% in 1997)......................... 1,200 --
Other....................................................... 921 --
Term note payable with interest accruing at 1) the prime
rate or the Federal Funds effective rate, whichever is
higher; plus 1.25%, or 2) the LIBOR rate plus 3........... -- 8,625
------- -------
76,904 43,625
Less current portion........................................ 7,286 1,725
Less unamortized discount................................... 144 189
------- -------
$69,474 $41,711
======= =======
</TABLE>
Substantially all of the Company's property, plant and equipment, accounts
receivable, and inventory have been pledged as collateral for the above debt.
The loan agreements require the Company to maintain certain financial ratios and
restricts the payment of dividends
F-12
<PAGE> 87
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has available a revolving credit facility which had $250,000
outstanding at December 31, 1997. The revolving credit loan permits the Company
to borrow up to a maximum of $60,000,000 subject to specified levels of eligible
inventory, eligible inventory on order under letters of credit, and accounts
receivable with the total amount reduced by outstanding letters of credit. At
December 31, 1997, the Company had available borrowings up to approximately
$50,000,000. The Company also had outstanding letters of credit in conjunction
with purchases from foreign vendors of approximately $5,747,000 and $5,753,000
at December 31, 1997 and 1996, respectively.
Beginning in 1999, the revolving credit facility and term loan agreement
require mandatory principal prepayments annually based on excess cash flow, as
defined.
The Company has available a foreign credit facility which had $735,000
outstanding at December 31, 1997. This credit facility permits the Company to
borrow up to a maximum of $3,400,000 on a long-term basis and $850,000 as a bank
overdraft. All amounts outstanding at December 31, 1997 relate to the long-term
portion.
Total interest paid was approximately $6,000,000 and $3,142,000 in fiscal
years 1997 and 1996, respectively.
The aggregate annual maturities of long-term debt at December 31, 1997 are
as follows (in thousands):
<TABLE>
<S> <C>
1998........................................... $ 7,286
1999........................................... 8,782
2000........................................... 8,966
2001........................................... 9,097
2002........................................... 7,229
Thereafter..................................... 35,544
-------
$76,904
=======
</TABLE>
9. LEASES
The Company leases buildings and machinery under both capital and operating
leases with various renewal terms and expiring in various years through 2012.
Two of these leases contain renewal options totaling 10 years.
Future minimum lease payments as of December 31, 1997 under leases
classified as capital leases and operating leases, are as follows (in
thousands):
<TABLE>
<CAPTION>
CAPITAL OPERATING
FISCAL YEAR ENDING IN LEASES LEASES
- --------------------- ------- ---------
<S> <C> <C>
1998................................................. $127 $1,469
1999................................................. 109 1,018
2000................................................. 6 646
2001................................................. -- 579
2002................................................. -- 567
Thereafter.............................................. -- 708
---- ------
Total minimum lease payments.............................. 242 $4,987
======
Less amounts representing interest........................ 19
----
Present value of net minimum lease payments............... 223
Less current portion...................................... 119
----
$104
====
</TABLE>
F-13
<PAGE> 88
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Rent expense totaled approximately $2,292,000 for the year ended December
31, 1997 and $2,318,000 for the period from January 22, 1996 to December 31,
1996.
Assets recorded under capital leases, net of accumulated amortization, were
approximately $1,700,000 at December 31, 1997. The assets recorded under capital
leases are pledged as collateral for the capital lease obligations. Amortization
of assets recorded under capital lease obligations is included with depreciation
expense.
10. EMPLOYEE BENEFIT PLANS
Previously, Gerber Childrenswear, Inc. had two non-contributory defined
benefit pension plans that covered substantially all full-time domestic
employees. These two plans were merged together effective May 31, 1996. Benefits
are based on the employee's years of service and, for salaried employees, each
employee's compensation during the last five years of employment. The Company's
funding policy is to make the minimum annual contributions required by
applicable regulations.
Accumulated plan benefits and projected benefit obligations, as estimated
by consulting actuaries, and plan net assets and funded status as of December
31, 1997 and 1996 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligations........................... $(22,280) $(21,792)
Non-vested benefit obligations....................... (422) (525)
-------- --------
Accumulated benefit obligation......................... $(22,702) $(22,317)
======== ========
Projected benefit obligation........................... $(25,418) $(25,169)
Plan assets at fair value.............................. 25,155 24,630
-------- --------
Funded status -- projected benefit obligation greater
than plan assets..................................... (263) (539)
Unrecognized net (gain) loss........................... (183) 542
-------- --------
(Accrued) prepaid pension cost......................... $ (446) $ 3
======== ========
</TABLE>
Net pension cost included the following components at December 31, 1997 and
1996 (in thousands):
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Service cost -- benefits earned during the period...... $ 850 $ 845
Interest cost on projected benefit obligation.......... 1,709 1,541
Actual return on plan assets........................... (2,115) (1,917)
-------- --------
Net periodic pension cost.............................. $ 444 $ 469
======== ========
</TABLE>
The weighted-average discount rate used in determining the actuarial
present value of projected benefit obligations was 7.25% at December 31, 1997
and 1996. The weighted-average rate of increase in future compensation levels
used was 5.5% for December 31, 1997 and 1996. The expected long-term rate of
return on plan assets was 9% at December 31, 1997 and 1996.
The plan assets are invested primarily in mutual funds via the Gerber
Childrenswear, Inc. Retirement Plans Master Trust and in a group annuity
contract with an insurance company.
Gerber Childrenswear, Inc. also has an investment retirement plan for
salaried employees which provides for salaried employees and Company
contributions. The Company will match 50% of the employee's contributions up to
a maximum company match of 3% of the employee's compensation. In addition, the
Company has a defined contribution plan for the benefit of its full-time hourly
employees. The Company contributes one and one-half percent of each
participant's annual compensation to the plan. Employees are not allowed to
contribute to this plan. Effective January 1, 1997, these two plans were merged
together. Total expense under these plans was approximately $439,000 and
$230,000 for 1997 and 1996, respectively.
F-14
<PAGE> 89
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Sport Socks has a defined contribution pension plan. The assets of the plan
are held in an independently administered fund. No contributions were made
between December 17, 1997 and December 31, 1997.
Auburn has a defined contribution plan covering all employees who have 2
years of service of at least 1,000 hours each year. The contribution is
determined by its Board of Directors annually. No contributions were made
between December 17, 1997 and December 31, 1997.
Gerber Childrenswear, Inc. also sponsors two defined benefit postretirement
health care plans covering all full-time domestic employees. The plans are
contributory, with retiree contributions adjusted annually, and contain other
cost-sharing features such as deductibles and coinsurance. The accounting for
the plans anticipates future cost-sharing changes to the written plan that are
consistent with the Company's expressed intent to increase the retiree
contribution rate annually for the expected general inflation rate for that
year. The Company's policy is to fund the cost of medical benefits in amounts
determined at the discretion of management. In conjunction with the acquisition
(Note 1), Gerber Products Company assumed the accumulated benefit obligation for
retirees.
The following table presents the plans' funded status at December 31, 1997
(in thousands):
<TABLE>
<CAPTION>
SALARIED NON-SALARIED TOTAL
-------- ------------ -------
<S> <C> <C> <C>
Accumulated postretirement benefit obligation:
Retirees.......................................... $ (21) $ (17) $ (38)
Fully eligible active plan participants........... (490) (230) (720)
Other active plan participants.................... (1,468) (1,464) (2,932)
------- ------- -------
Funded status....................................... (1,979) (1,711) (3,690)
Unrecognized net (gain)............................. (185) (737) (922)
------- ------- -------
Accrued postretirement benefit cost................. $(2,164) $(2,448) $(4,612)
======= ======= =======
Net periodic postretirement benefit cost includes
the following components:
Service cost...................................... $ 218 $ 205 $ 423
Interest cost..................................... 104 89 193
------- ------- -------
Net periodic postretirement benefit cost............ $ 322 $ 294 $ 616
======= ======= =======
</TABLE>
The following table presents the plans' funded status at December 31, 1996
(in thousands):
<TABLE>
<CAPTION>
SALARIED NON-SALARIED TOTAL
-------- ------------ -------
<S> <C> <C> <C>
Accumulated postretirement benefit obligation:
Retirees.......................................... $ -- $ -- $ --
Fully eligible active plan participants........... (452) (276) (728)
Other active plan participants.................... (1,495) (1,584) (3,079)
------- ------- -------
Funded status....................................... (1,947) (1,860) (3,807)
Unrecognized net loss (gain)........................ 86 (303) (217)
------- ------- -------
Accrued postretirement benefit cost................. $(1,861) $(2,163) $(4,024)
======= ======= =======
Net periodic postretirement benefit cost includes
the following components:
Service cost...................................... $ 217 $ 201 $ 418
Interest cost..................................... 108 104 212
------- ------- -------
Net periodic postretirement benefit cost............ $ 325 $ 305 $ 630
======= ======= =======
</TABLE>
F-15
<PAGE> 90
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The weighted-average discount rate used in determining the actuarial
present value of projected benefit obligations was 7.25% at December 31, 1997
and 1996. The weighted-average rate of increase in future compensation levels
used was 5.5% for December 31, 1997 and 1996. The weighted-average annual
assumed rate of increase in the per capita cost of covered medical benefits is
8.25 percent to 10 percent and is assumed to decrease gradually to 5.5 percent
by 2003 and remain at that level thereafter. The health care cost trend rate
assumption has a significant effect on the amounts reported. For example,
increasing the assumed health care cost trend rate by one percentage point in
each year would increase the accumulated postretirement benefit obligation as of
December 31, 1997 by approximately $689,000 and the aggregate of the service and
interest cost components of net periodic postretirement benefit cost for 1997 by
approximately $131,000.
11. REDEEMABLE PREFERRED STOCK
The outstanding redeemable preferred stock has a scheduled redemption date
of January 31, 2007 at $100 per share plus all accrued and unpaid dividends
thereon. The Company may, at any time prior to this date, redeem all or a
portion of the preferred stock at the same price.
12. SHAREHOLDERS' EQUITY
During 1997, the Company sold shares of its Class B common stock to certain
employees for $1 per share. The total proceeds for the shares was $50,750 and
the total fair value for the shares was approximately $5,836,000. Some of these
shares were immediately vested while others vest over a five-year period. At the
time of issuance of the unvested shares, the difference between the amount paid
by the employees and the fair market value was credited to additional paid-in
capital with a corresponding charge to unearned compensation. The unearned
compensation is amortized to earnings over five years on a straight-line basis.
1997 amortization expense was $161,000. Previously amortized amounts for shares
forfeited is credited to compensation expense in the year of forfeiture. At the
time of issuance of the shares which were vested, the difference between the
amount paid by the employees and the fair market value was credited to
additional paid-in capital with a corresponding charge to expense for
$4,858,000.
Certain shareholders have demand registration rights with respect to shares
of common stock owned by them.
In connection with obtaining the $22,500,000 note payable for the
acquisition of Gerber Childrenswear, Inc., the Company issued a warrant to the
lender to purchase 191,250 shares of non-voting Class D common stock at a
nominal price. The warrant, in whole or in part, may be exercised at anytime
through January 22, 2006. The recorded value of the warrant at the date of
issuance was $189,338 (based on the relative fair values of the warrant and the
note) and reduced the face amount of the note payable.
13. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:
Cash and cash equivalents: The carrying amounts reported in the
balance sheet for cash and cash equivalents approximate fair value due to
the short-maturity of these instruments.
Receivables: The carrying amounts reported in the balance sheet for
receivables approximate their fair value.
Long and short-term liabilities: The carrying amounts of the
Company's long- and short-term borrowings approximate their fair value,
based on the Company's analysis of long- and short-term rates available for
similar financing.
F-16
<PAGE> 91
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Forward exchange contracts: The fair value of the Company's forward
foreign currency exchange contracts is estimated by reference to quoted
prices. The estimated fair value of outstanding contracts at December 31,
1997 was approximately $9,600,000 which results in a loss of approximately
$1,042,000 which was recorded at fair value in connection with the
Company's acquisitions on December 17, 1997.
14. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Numerator:
Income before extraordinary item.......................... $ 7,719,000 $ 9,480,000
Preferred stock dividends................................. (1,637,000) (1,328,000)
----------- -----------
Income available to common stockholders................... 6,082,000 8,152,000
Extraordinary item........................................ (708,000) --
----------- -----------
Numerator for basic and diluted earnings per share -- net
income available to common stockholders................... $ 5,374,000 $ 8,152,000
=========== ===========
Denominator:
Denominator for basic earnings per
share -- weighted-average shares....................... 717,925 733,750
Effect of dilutive securities:
Warrants............................................... 191,239 191,186
Nonvested stock........................................ 42,303 75,000
----------- -----------
Denominator for diluted earnings per share -- adjusted
weighted-average shares................................... 951,467 999,936
=========== ===========
Basic earnings per share.................................... $ 7.48 $ 11.11
=========== ===========
Diluted earnings per share.................................. $ 5.65 $ 8.15
=========== ===========
</TABLE>
15. EXTRAORDINARY ITEM
In December 1997, the Company repaid its term note payable in the principal
amount of $6,500,000. The Company was required to pay a prepayment penalty of
$160,000 in connection with this transaction. The write-off of unamortized loan
costs and prepayment penalty totaling $708,000 (net of the income tax benefit of
$452,000) is included as an extraordinary item in the accompanying statement of
income for the year ended December 31, 1997.
16. BUSINESS SEGMENTS AND GEOGRAPHIC AREAS
The Company operates in two business segments: apparel and hosiery. The
apparel segment consists of the production and sale of infant and toddler's
sleepwear, playwear, underwear, bedding and cloth diapers to mass merchandise
outlets in the United States under the Gerber trademark and private labels. The
hosiery segment which was acquired on December 17, 1997 consists of the
production and sale of sport socks under the Wilson, Coca Cola, and Dunlop names
to major retailers in the United States and Europe.
Sales, earnings before interest and income taxes, depreciation and
amortization, and capital expenditures are reported based on the operations of
each business segment or geographic region. Identifiable assets are those used
exclusively in the operations of each business segment or geographic region, or
which are allocated when used jointly.
F-17
<PAGE> 92
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following tables present sales and other financial information by
business segment and geographic region for the years 1997 and 1996:
<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
BUSINESS SEGMENTS
Net trade sales:
Apparel.............................................. $200,526 $185,223
Hosiery.............................................. 1,511 --
-------- --------
Total net sales........................................ $202,037 $185,223
======== ========
Earnings (loss) before interest and taxes:
Apparel.............................................. $ 18,322 $ 22,032
Hosiery.............................................. (41) --
-------- --------
Total operating income................................. $ 18,281 $ 22,032
======== ========
Depreciation and amortization:
Apparel.............................................. $ 2,472 $ 1,834
Hosiery.............................................. 66 --
-------- --------
Total depreciation and amortization.................... $ 2,538 $ 1,834
======== ========
Capital additions:
Apparel.............................................. $ 4,180 $ 1,047
Hosiery.............................................. -- --
-------- --------
Total capital additions................................ $ 4,180 $ 1,047
======== ========
Identifiable assets:
Apparel.............................................. $113,200 $106,060
Hosiery.............................................. 50,691 --
-------- --------
Total assets........................................... $163,891 $106,060
======== ========
GEOGRAPHIC AREAS
Net trade sales:
United States........................................ $202,037 $185,223
Europe............................................... -- --
-------- --------
Total net sales........................................ $202,037 $185,223
======== ========
Earnings (loss) before interest and taxes:
United States........................................ $ 18,281 $ 22,032
Europe............................................... -- --
-------- --------
Total operating income................................. $ 18,281 $ 22,032
======== ========
Identifiable assets:
United States........................................ $153,944 $106,060
Europe............................................... 9,947 --
-------- --------
Total assets........................................... $163,891 $106,060
======== ========
</TABLE>
F-18
<PAGE> 93
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of unaudited financial data regarding the
Company's quarterly results of operations.
<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER TOTAL
------- ------- ------- ------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
1997
Net sales............................... $45,350 $40,162 $60,323 $56,202 $202,037
Gross margin............................ 12,696 12,122 16,837 14,088 55,743
Income(loss) before extraordinary
item.................................. 2,524 2,104 4,834 (1,743) 7,719
Extraordinary item -- loss on early
extinguishment of debt................ -- -- -- (708) (708)
Net income(loss)........................ 2,524 2,104 4,834 (2,451) 7,011
Basic earnings per share:
Income(loss) before extraordinary
item............................... 2.93 2.39 6.21 (3.06) 8.47
Extraordinary item.................... -- -- -- (0.99) (0.99)
Net income(loss)........................ 2.93 2.39 6.21 (4.05) 7.48
Diluted earnings per share:
Income(loss) before extraordinary
item............................... 2.20 1.81 4.71 (3.06)* 6.39
Extraordinary item.................... -- -- -- (.99)* (0.74)
Net income (loss)....................... 2.20 1.81 4.71 (4.05)* 5.65
* Same as basic -- no incremental shares are included due to loss in the quarter.
1996
Net sales............................... $36,606 $39,042 $58,336 $51,239 $185,223
Gross margin............................ 9,429 10,556 15,522 11,108 46,615
Net income.............................. 1,486 1,064 4,419 2,511 9,480
Basic earnings per share................ 1.57 1.00 5.57 2.97 11.11
Diluted earnings per share.............. 1.15 0.73 4.09 2.18 8.15
</TABLE>
18. OTHER MATTERS
The Company has employment contracts in the normal course of business with
three of its officers with remaining terms of approximately three years.
F-19
<PAGE> 94
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
19. SUBSEQUENT EVENTS (UNAUDITED)
On March 4, 1998, the Company filed a preliminary registration statement
with the Securities and Exchange Commission on Form S-1 for the sale of shares
of its common stock (the "Offering"). The Company intends to use the proceeds
from the Offering to repay certain indebtedness of the Company, to redeem
certain shares of the Company's preferred stock and for other general corporate
purposes.
Immediately prior to or in connection with the consummation of the
Offering, the Company and Gerber Childrenswear, Inc. ("Gerber") will consummate
a series of transactions pursuant to which the Company and Gerber will be
reorganized and recapitalized. The principal transactions are as follows:
Prior to the consummation of the Offering, the certificate of incorporation
of the Company will be amended and restated (the "Recapitalization") to provide
for the reclassification of its authorized common stock into two classes of
capital stock ("Common Stock and Class B Common Stock"). Each share of the
Common Stock will have one vote per share while the Class B Common Stock will
have no voting rights. The amended certificate will also provide that each share
of Class B Common Stock will be convertible at the option of the holder at any
time into one share of Common Stock and each share of Common Stock held by a
holder of Class B Common Stock will be convertible at the option of the holder
at any time into one share of Class B Common Stock. In addition, the amended
certificate will provide for change of the corporate name of the Company from
"GCIH, Inc." to "Gerber Childrenswear, Inc."
Prior to the consummation of the Offering and immediately after giving
effect to the Recapitalization, Gerber will be merged into the Company (the
"Merger") with the Company as the surviving entity. Upon consummation of the
Merger, 113,623.6 shares of the Company's Redeemable Preferred Stock will be
converted into shares of Class A Common Stock of the Company (at a conversion
ratio to be determined at that date) and 2,828.4 shares will be converted into a
right to receive cash equal to the liquidation value per share at the time of
the Merger. The Company will retire all shares held in the treasury. Then, all
of the outstanding shares of the Company's Class A and Class C Common Stock will
be exchanged for shares of Class B Common Stock pursuant to a stock split. All
of the outstanding shares of the Company's Class B Common Stock of the Company
will be exchanged for shares of the Company's Common Stock at a specified ratio.
Finally, all of the outstanding warrants to purchase shares of Class D Common
Stock of the Company will be exchanged into warrants to purchase shares of the
Class B Common Stock of the Company.
F-20
<PAGE> 95
GCIH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
HISTORICAL
AMOUNTS
DECEMBER 31, PRO FORMA
1997 ADJUSTED
------------ ---------
<S> <C> <C>
Total assets................................................ $163,891 $163,536
Total liabilities........................................... 129,862 129,862
Redeemable preferred stock.................................. 14,610 --
Shareholders' equity:
Common Stock.............................................. -- 34
Class B Common Stock...................................... -- 83
Common Stock, Class A..................................... 7 --
Common Stock Class B...................................... 2 --
Common Stock, Class C..................................... -- --
Common Stock, Class D..................................... -- --
Treasury Stock............................................ (75) --
Detachable stock warrants................................. 189 189
Additional paid-in capital................................ 6,537 20,609
Retained earnings......................................... 13,526 13,526
Less unearned compensation................................ 767 767
-------- --------
Total shareholders' equity........................ 19,419 33,674
</TABLE>
Also, in connection with the Offering, the Company plans to adopt a
Long-Term Equity Incentive Plan (the "Incentive Plan") designed to provide
incentives to present and future key employees of the Company and its
subsidiaries as may be selected by the Compensation Committee of the Board of
Directors (the "Committee"). The Incentive Plan will provide for the granting to
Participants the following types of incentive awards: stock options, stock
appreciation rights, restricted stock, performance units, performance grants and
other awards deemed appropriate by the Committee. An aggregate of up to 750,000
shares will be reserved for issuance under the Incentive Plan. The Incentive
Plan affords the Company latitude in tailoring incentive compensation for the
retention of key employees. This plan also limits the number of shares each
participant in the plan shall be entitled to receive to no more than 25,000
common shares in any calendar year and is scheduled to terminate ten years from
the date the Incentive Plan is approved.
F-21
<PAGE> 96
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Gerber Childrenswear, Inc.
We have audited the accompanying consolidated statements of income and cash
flows of Gerber Childrenswear, Inc. ("Predecessor Company") for the year ended
December 31, 1995. These financial statements are the responsibility of the
Predecessor Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated results of operations and cash flows
of the Predecessor Company for the year ended December 31, 1995 in conformity
with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
September 12, 1997
F-22
<PAGE> 97
GERBER CHILDRENSWEAR, INC.
("PREDECESSOR COMPANY")
CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)
<TABLE>
<S> <C> <C>
Net sales................................................... $197,401
Cost of sales............................................... 156,434
--------
Gross margin................................................ 40,967
Selling, general and administrative expenses................ 24,633
--------
Income before income taxes.................................. 16,334
Federal and state income taxes (Note 2):
Current................................................... $6,716
Deferred.................................................. (446) 6,270
------ --------
Net income.................................................. $ 10,064
========
</TABLE>
See accompanying notes.
F-23
<PAGE> 98
GERBER CHILDRENSWEAR, INC.
("PREDECESSOR COMPANY")
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)
<TABLE>
<S> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 10,064
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation.............................................. 1,959
Provision for allowance for doubtful accounts............. (1,155)
Provision for deferred income taxes....................... (446)
Loss on disposal of fixed assets.......................... (10)
Changes in operating assets and liabilities:
Inventories............................................ 4,931
Accounts receivable.................................... (1,213)
Prepaid expenses....................................... (47)
Accounts payable....................................... (3,371)
Accrued expenses....................................... 1,362
Income taxes payable................................... 2,107
Other accrued liabilities.............................. (1,564)
Accrued pension and postretirement benefit cost........ 755
--------
Net cash provided by operating activities................... 13,372
INVESTING ACTIVITIES
Purchases of property, plant and equipment.................. (1,483)
FINANCING ACTIVITIES
Advances to parent.......................................... (11,728)
--------
Net increase in cash and cash equivalents................... 161
Cash and cash equivalents at December 31, 1994.............. 319
--------
Cash and cash equivalents at December 31, 1995.............. $ 480
========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Non-cash investing and financing activities:
Fixed assets transferred to parent as a dividend.......... $ 1,248
</TABLE>
See accompanying notes.
F-24
<PAGE> 99
GERBER CHILDRENSWEAR, INC.
("PREDECESSOR COMPANY")
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Gerber Childrenswear, Inc. ("the Company") is a wholly-owned subsidiary of
Gerber Products Company. In August 1994, Sandoz, Ltd. ("Sandoz"), a company
headquartered in Switzerland, acquired Gerber Products Company. The financial
statements of the Company as of December 31, 1995 are based on historical costs
incurred and recorded by the Company which in the opinion of management include
all material expenses on a stand-alone basis.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary. All material intercompany transactions have
been eliminated in consolidation.
Revenue Recognition
Substantially all revenue is recognized when products are shipped to
customers.
Concentration of Credit Risk
The Company manufactures infant apparel and products that are primarily
sold to retail entities throughout the United States. The Company's primary
customers are mass merchants and discount stores. Sales to three customers
represented approximately 58% of net sales for 1995. The Company performs
periodic credit evaluations of their customers and generally does not require
collateral for credit sales.
Cash Equivalents
The Company considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash equivalents.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined
by the first-in, first-out (FIFO) method.
Advertising
Advertising costs of approximately $3,108,000 were expensed as incurred.
Property, Plant and Equipment
Depreciation of property, plant and equipment is computed by the
straight-line method over the estimated useful lives of the assets. Depreciation
for income tax reporting is computed based upon "Modified Accelerated Cost
Recovery System" guidelines.
Income Taxes
The Company accounts for its income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Deferred income
taxes are recognized for the tax consequences of "temporary differences" by
applying enacted statutory tax rates applicable to future years to differences
between the financial statement carrying amounts and the tax bases of existing
assets and liabilities.
F-25
<PAGE> 100
GERBER CHILDRENSWEAR, INC.
("PREDECESSOR COMPANY")
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company was included in a consolidated Federal income tax return filed
by its parent company, Gerber Products Company. The Company provides for income
taxes on a stand-alone separate taxpayer basis, and reflects current income
taxes as a part of its accounts with its parent company. In conjunction with the
sale of the Company in January 1996 to a third party, Gerber Products Company
assumed all current income tax liabilities at December 31, 1995 and up to the
date of the sale.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. INCOME TAXES
Income tax expense is different from the amount that would result from
applying the Federal statutory rate to income before income taxes as follows (in
thousands):
<TABLE>
<S> <C>
Federal tax at statutory rate............................... $5,717
State income tax, net of Federal tax benefit................ 531
Other....................................................... 22
------
Income tax expense.......................................... $6,270
======
</TABLE>
Current and deferred income tax expense are as follows:
<TABLE>
<S> <C>
Current:
Federal................................................... $5,917
State..................................................... 799
------
Total current............................................... 6,716
Deferred:
Inventory reserves........................................ (704)
Postretirement benefits................................... (452)
Restructuring reserves.................................... 436
Depreciation.............................................. (308)
Other..................................................... 582
------
Total deferred.............................................. (446)
------
Income tax expense.......................................... $6,270
======
</TABLE>
Income taxes paid were approximately $400,000 in 1995.
3. EMPLOYEE BENEFIT PLANS
The Company has two non-contributory defined benefit pension plans that
cover substantially all full-time domestic employees. Benefits are based on the
employee's years of service and, for salaried employees, each employee's
compensation during the last five years of employment. The company's funding
policy is to make the minimum annual contributions required by applicable
regulations.
F-26
<PAGE> 101
GERBER CHILDRENSWEAR, INC.
("PREDECESSOR COMPANY")
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Net periodic pension cost included the following components at December 31,
1995 (in thousands):
<TABLE>
<CAPTION>
SALARIED NON-SALARIED TOTAL
-------- ------------- -------
<S> <C> <C> <C>
Service cost............................... $ 640 $ 174 $ 814
Interest cost.............................. 1,016 575 1,591
Expected return of assets.................. (1,316) (556) (1,872)
------- ----- -------
Net periodic pension cost.................. $ 340 $ 193 $ 533
======= ===== =======
</TABLE>
A weighted-average discount rate of 8.0% and a rate of increase in future
compensation levels of 5.5% were used in determining the actuarial present value
of projected benefit obligations. The expected long-term rate of return on
plans' assets was 9.0%.
The plans' assets are invested primarily in mutual funds via the Gerber
Childrenswear, Inc. Retirement Plans Master Trust and in a group annuity
contract with an insurance company.
The Company also has an investment retirement plan for salaried employees
which provides for salaried employees and Company contributions. The Company
will match 50% of the employee's contributions up to a maximum of 3% of the
employee's compensation. In addition, the Company has a defined contribution
plan for the benefit of its full-time hourly employees. The Company contributes
one and one-half percent of each participant's annual compensation to the plan.
Employees are not allowed to contribute to this plan. Total expense under these
salaried and hourly employees defined contribution plans was approximately
$536,000 for 1995.
The Company also sponsors two defined benefit postretirement health care
plans covering all full-time domestic employees. The plans are contributory,
with retiree contributions adjusted annually, and contain other cost-sharing
features such as deductibles and coinsurance. The accounting for the plans
anticipates future cost-sharing changes to the written plan that are consistent
with the Company's expressed intent to increase the retiree contribution rate
annually for the expected general inflation rate for that year. The Company's
policy is to fund the cost of medical benefits in amounts determined at the
discretion of management.
Net periodic post retirement benefit cost for 1995 included the following
components (in thousands):
<TABLE>
<CAPTION>
SALARIED NON-SALARIED TOTAL
-------- ------------ -----
<S> <C> <C> <C>
Service cost................................... $235 $260 $495
Interest cost.................................. 137 171 308
---- ---- ----
Net periodic postretirement benefit cost....... $372 $431 $803
==== ==== ====
</TABLE>
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.25 percent. The weighted-average annual
assumed rate of increase in the per capita cost of covered medical benefits is 9
percent to 11 percent and is assumed to decrease gradually to 5.5 percent by
2003 and remain at that level thereafter. The health care cost trend rate
assumption has a significant effect on the amounts reported. For example,
increasing the assumed health care cost trend rate by one percentage point in
each year would increase the aggregate of the service and interest cost
components of net periodic postretirement benefit cost for 1995 by approximately
$170,000.
4. LEASES
The Company leases buildings and machinery under operating leases with
various renewal terms and expiring in various years through 2000. Rent expense
for 1995 was approximately $2,840,000. Future
F-27
<PAGE> 102
GERBER CHILDRENSWEAR, INC.
("PREDECESSOR COMPANY")
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
minimum lease payments under noncancelable operating leases at December 31, 1995
are as follows (in thousands):
<TABLE>
<S> <C>
1996................................................ $1,549
1997................................................ 984
1998................................................ 503
1999................................................ 496
2000................................................ 20
------
$3,552
======
</TABLE>
5. LETTERS OF CREDIT
The Company has letters of credit outstanding totaling approximately
$4,600,000. These are used in conjunction with purchases from foreign vendors.
6. BUSINESS SEGMENTS
The Company operates in the apparel line of business, which encompasses the
manufacture, distribution, and sale of infant and toddler's sleepwear, playwear,
underwear, bedding and cloth diapers to mass merchandise outlets under Gerber
trademark and private labels. The Company's principal operations and markets are
located in the United States.
Net sales, earnings before interest and income taxes, depreciation and
amortization, capital expenditures and identifiable assets of businesses outside
of the United States were not significant. Historically, transfers of product
between geographic areas have not been significant.
F-28
<PAGE> 103
INDEPENDENT AUDITORS' REPORT
Board of Directors
Auburn Hosiery Mills, Inc. and Subsidiary
Auburn, Kentucky
We have audited the accompanying consolidated statements of income and cash
flow of Auburn Hosiery Mills, Inc. and Subsidiary for the period January 1, 1997
through December 16, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated statements of income and
cash flows are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit of the
statements of income and cash flows provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of the operations of
Auburn Hosiery Mills, Inc. and Subsidiary and cash flows for the period January
1, 1997 through December 16, 1997, in conformity with generally accepted
accounting principles.
J. C. HOLLAND & CO., PSC
Bowling Green, Kentucky
January 16, 1998
F-29
<PAGE> 104
AUBURN HOSIERY MILLS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIOD JANUARY 1, 1997 THROUGH DECEMBER 16, 1997
<TABLE>
<CAPTION>
DOLLARS IN
THOUSANDS
(EXCEPT EARNINGS
PER SHARE)
----------------
<S> <C>
Net sales................................................... $49,033
Cost of goods sold.......................................... 39,019
-------
Gross profit................................................ 10,014
-------
Operating expenses
Sales and distribution expenses -- Note 4................. 5,941
General and administrative expenses....................... 2,269
-------
8,210
-------
Income from operations...................................... 1,804
Other income (expense)
Commission income -- Note 4............................... 443
Interest expense.......................................... (333)
Loss on disposal of equipment............................. (6)
Interest income........................................... 182
Other..................................................... 380
-------
666
-------
Income before income taxes.................................. 2,470
Income taxes -- Note 2...................................... 939
-------
Net income.................................................. $ 1,531
=======
Basic and diluted earnings per share........................ $ 1,143
=======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-30
<PAGE> 105
AUBURN HOSIERY MILLS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD JANUARY 1, 1997 THROUGH DECEMBER 16, 1997
<TABLE>
<CAPTION>
DOLLARS IN
THOUSANDS
----------
<S> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 1,531
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 1,413
Amortization........................................... 13
Loss on sale of assets................................. 6
Change in assets and liabilities:
Increase in accounts receivable...................... (1,658)
Decrease in inventories.............................. 407
Decrease in other receivables........................ 7
Increase in refundable income taxes.................. (432)
Increase in other current assets..................... (116)
Increase in accounts payable......................... 276
Increase in accrued royalties and commissions........ 54
Increase in accrued labor............................ 66
Increase in accrued vacation......................... 91
Increase in bank overdraft........................... 427
Increase in other accrued expenses and payables...... 304
Decrease in deferred income taxes.................... (2)
-------
NET CASH PROVIDED BY OPERATING ACTIVITIES......... 2,387
-------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (1,136)
Net decrease in restricted cash........................... 8
Appreciation in cash surrender value of life insurance.... (97)
Payments received on receivables from affiliates.......... 71
Loans to stockholder...................................... (1,512)
-------
NET CASH USED IN INVESTING ACTIVITIES............. (2,666)
-------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving loan agreement............. 1,271
Principal payments on long-term debt...................... (1,038)
-------
NET CASH PROVIDED BY FINANCING ACTIVITIES......... 233
-------
EFFECT OF EXCHANGE RATE CHANGES ON CASH..................... 1
-------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (45)
CASH AND CASH EQUIVALENTS AT JANUARY 1, 1997................ 98
-------
CASH AND CASH EQUIVALENTS AT DECEMBER 16, 1997.... $ 53
=======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD JANUARY 1, 1997 THROUGH DECEMBER
16, 1997 FOR:
Interest.................................................. $ 338
Income taxes.............................................. 1,584
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-31
<PAGE> 106
AUBURN HOSIERY MILLS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 16, 1997
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Auburn Hosiery Mills, Inc. and Subsidiary (the "Company") is engaged in the
production and sale of various styles of socks to retail chain stores primarily
in the United States of America.
Basis of Consolidation
These consolidated financial statements include the accounts of the Company
and its wholly-owned foreign subsidiary after elimination of significant
intercompany balances and transactions.
Foreign Currency Translation
Assets and liabilities of the Company's wholly-owned subsidiary are
translated into U.S. dollars at the current rate of exchange, while revenues and
expenses are translated at the average exchange rate during the year.
Translation adjustments are excluded from the results of operations and are
reported as a separate component of stockholders' equity.
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits, certificates of deposit
and highly liquid investments with original maturities of three months or less.
Inventories
Inventories are stated at the lower of cost or market. Cost is computed
using currently adjusted standards that approximate actual cost on first-in,
first-out basis. Market is based on estimated net realizable value.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Improvements and
replacements are capitalized, while expenditures for maintenance and repairs are
charged to expense as incurred. The cost is depreciated over the estimated
useful lives of the related assets. Leased equipment is amortized over the term
of the related lease. Depreciation and amortization are computed on the
straight-line method for financial reporting purposes and on an accelerated
method for income tax purposes.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Intangibles
Loan closing costs and other deferred charges are amortized over the life
of the related charges on the straight-line method.
F-32
<PAGE> 107
AUBURN HOSIERY MILLS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
S Corporation -- Income Tax Status
During 1987, the Company elected to be taxed under the provisions of
subchapter S of the Internal Revenue Code effective July 1, 1987. Under those
provisions, the Company did not pay federal or state corporate income taxes on
its taxable income. Instead, the stockholders were liable for individual federal
and state income taxes on their respective shares of the Company's taxable
income. Effective November 1, 1989, the Company terminated its S corporation
status when it purchased the wholly-owned subsidiary. A provision for federal
and state income taxes has been included in these financial statements for the
period January 1, 1997 through December 16, 1997.
Deferred Income Taxes
The Company accounts for its income taxes using Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities, using enacted tax rates in effect for the year in
which the differences are expected to reverse. Differences are primarily
inventory cost, vacation payable and depreciation.
Earnings Per Share
Earnings per share amounts are based on the number of shares outstanding
during the period January 1, 1997 through December 16, 1997, which remained
unchanged.
New Accounting Standards
The Financial Accounting Standards Board has issued SFAS No. 130, Reporting
Comprehensive Income, which is effective for financial statements for fiscal
years ending after December 31, 1997. This standard establishes standards for
the reporting and display of comprehensive income which is defined under SFAS
No. 130 as "the change in equity (net assets) during a period from transactions
and other events and circumstances from nonowner sources." Under SFAS No. 130,
the Company has several choices in the disclosure of the components of other
comprehensive income. The Company plans to implement SFAS No. 130 during the
first quarter of fiscal year 1998, and management anticipates that such adoption
will have no material effect on the Company's financial condition or results of
operations.
NOTE 2: INCOME TAXES
Income tax expense is different from the amount that would result from
applying the federal statutory rate of 34% to income before income taxes as
follows:
<TABLE>
<CAPTION>
DOLLARS IN
THOUSANDS
----------
<S> <C>
Federal tax at statutory rate............................. $777
State income tax, net of federal tax benefit.............. 193
Other..................................................... (31)
----
Income Tax Expense.............................. $939
====
</TABLE>
F-33
<PAGE> 108
AUBURN HOSIERY MILLS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Current and deferred income tax expense for the period January 1, 1997
through December 16, 1997 are as follows:
<TABLE>
<CAPTION>
DOLLARS IN
THOUSANDS
----------
<S> <C>
Current:
Federal.............................................. $755
State................................................ 185
----
Total Current................................... 940
----
Deferred:
Inventory............................................ 39
Accrued vacations.................................... (39)
Reserve for bad debts................................ (96)
Depreciation......................................... 95
----
Total Deferred.................................. (1)
----
Income Tax Expense.............................. $939
====
</TABLE>
Income taxes paid were approximately $1,401,000 for the period January 1,
1997 through December 16, 1997.
NOTE 3: OPERATING LEASES -- LESSEE
The Company leases various equipment under non-cancellable operating
leases.
Rent expense was approximately $101,000, net of subleases of approximately
$91,000, for the period January 1, 1997 through December 16, 1997.
NOTE 4: RELATED PARTY TRANSACTIONS
One of the Company's stockholders owns certain companies that AUBURN
HOSIERY MILLS, INC. uses as its sales representatives and pays those companies
sales commissions. Also, the Company remits royalties through its affiliates to
pay license grantors. The following is a summary of transactions with affiliates
for December 16, 1997 and the period January 1, 1997 through December 16, 1997.
<TABLE>
<CAPTION>
DOLLARS IN
THOUSANDS
----------
<S> <C>
Sales commissions paid to affiliates (included in sales and
distribution expense in the accompanying consolidated
statements of income)..................................... $2,732
======
Royalties paid through affiliates (included in sales and
distribution expense in the accompanying consolidated
statements of income)..................................... $2,157
======
</TABLE>
The Company sold greige goods inventory at market price to a foreign
affiliate, which amounted to approximately $149,000 for the period January 1,
1997 through December 16, 1997.
The Company's subsidiary received approximately $443,000 in commission
income from a foreign affiliate for the period January 1, 1997 through December
16, 1997.
F-34
<PAGE> 109
AUBURN HOSIERY MILLS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 5: CONCENTRATIONS
The Company sells a substantial portion of its product to certain
customers. Customers with ten percent or more of the Company's sales during the
period January 1, 1997 through December 16, 1997 aggregated to approximately
$32,239,000.
The Company manufactures and sells a substantial portion of its product
under a single licensing agreement. This agreement was renewed January 1, 1998
and expires December 31, 2002 and is renewable for an additional 5 years at that
time.
NOTE 6: PROFIT SHARING PLAN
The Company has a defined contribution plan covering all employees of the
Company who have two years of service of at least 1,000 hours each year. The
Company's contribution is determined by its Board of Directors annually. The
contributions charged to operations for the period January 1, 1997 through
December 16, 1997 was $100,000.
NOTE 7: CONTINGENCIES
The Company is self-insured for their group medical plan. Any person who is
actively working for the employer on a full-time basis (at least 30 hours per
week) and has been with the Company at least 90 days is eligible to participate
in the plan. Dependent coverage is also offered to qualified dependents of an
eligible employee. The Company has contracted with an administrator to process
claims and has purchased stop-loss insurance to limit its losses on individual
and aggregate claims. The Company's loss limit per person is $40,000 and the
individual lifetime maximum stop loss coverage is $1,000,000; the Company's
annual aggregate loss limit is based on a monthly limit per the average number
of employees in the plan. The Company's minimum annual aggregate loss is equal
to the greater of the average number of employees in the plan times a $330
allowance times 90% or $1,842,588. Stop-loss insurance will pay any claims in
excess of these calculated annual limits.
The Company elected to become self-insured for their worker's compensation
insurance. The Company has contracted with an administrator to process claims
and provide stop-loss insurance to limit its losses on individual and aggregate
claims. The Company's loss limit per event has a range from $150,000 to
$300,000; the Company's aggregate loss limit is $1,000,000. Stop-loss insurance
will pay any claims in excess of these limits.
The Company has obtained a letter of credit from Nations Bank for $150,000
for the purpose of supporting the worker's compensation self-insurance.
NOTE 8: SUBSEQUENT EVENT
The stockholders of Auburn Hosiery Mills, Inc. and Subsidiary sold 100% of
their stock to GCIH, Inc., a Delaware corporation, effective as of the close of
business December 16, 1997.
NOTE 9: SEGMENT INFORMATION
The Company operates in a single hosiery line of business, encompassing the
manufacture, distribution and sale of sport socks under the Wilson, Converse and
Coca-Cola names to major retailers. The Company's principal operations and
markets are located in the United States.
Net sales, earnings before interest and income taxes, depreciation and
amortization, capital expenditures and identifiable assets of businesses outside
of the United States were not significant. Historically, transfers of product
between geographic areas have not been significant. During the period January 1,
1997 through December 16, 1997, sales to a single customer amounted to
approximately 66% of total net sales.
F-35
<PAGE> 110
SPORT SOCKS CO. (IRELAND) LIMITED
Report of Independent Accountants
To the Board of Directors of Sport Socks Co. (Ireland) Limited
We have audited the accompanying statements of profit and loss account and
of cash flows of Sport Socks Co. (Ireland) Limited ("the company") for the fifty
weeks ended 16 December 1997 (the "financial statements") all expressed in Irish
pounds as set out on pages F-35 to F-45 inclusive. These financial statements
are the responsibility of the company's directors and management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements audited by us present fairly, in
all material respects the results of its operations and its cash flows for the
fifty weeks ended 16 December 1997 in conformity with accounting principles
generally accepted in Ireland.
Accounting principles generally accepted in Ireland vary in certain
significant respects from accounting principles generally accepted in the United
States. The application of the latter would have affected the determination of
net loss expressed in Irish pounds for the fifty weeks ended 16 December 1997 to
the extent summarised in Note 16 to the financial statements.
PRICE WATERHOUSE
CORK, IRELAND
Date: 23 February 1998
F-36
<PAGE> 111
SPORT SOCKS CO. (IRELAND) LIMITED
PROFIT AND LOSS ACCOUNT
FIFTY WEEKS ENDED 16 DECEMBER 1997
<TABLE>
<CAPTION>
IRL
----------
<S> <C>
TURNOVER.................................................... 12,519,930
Cost of sales............................................... (8,514,277)
----------
GROSS PROFIT................................................ 4,005,653
Selling and distribution costs.............................. (2,434,199)
Administrative expenses..................................... (919,353)
Exceptional item -- loss on foreign exchange commitments
(note 10)................................................. (716,000)
----------
OPERATING LOSS.............................................. (63,899)
Interest receivable......................................... 9,913
Interest payable (note 3)................................... (56,835)
----------
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (note 4)........ (110,821)
Taxation credit (note 5).................................... 25,275
----------
LOSS FOR THE FINANCIAL PERIOD............................... (85,546)
Transfer to other reserves (note 6)......................... (109,703)
Allotment of equity share capital (note 6).................. (100,000)
----------
Decrease in balance during the period....................... (295,249)
Balance at beginning of period.............................. 1,886,096
----------
BALANCE AT END OF PERIOD (note 7)........................... 1,590,847
==========
</TABLE>
Turnover and operating loss arose solely from continuing operations. There
were no recognised gains and losses other than those dealt with in the profit
and loss account.
The accompanying footnotes on pages F-37 to F-45 are an integral part of
these financial statements.
ON BEHALF OF THE BOARD
R L Solar
K K Angliss
F-37
<PAGE> 112
SPORT SOCKS CO. (IRELAND) LIMITED
CASH FLOW STATEMENT
FIFTY WEEKS ENDED 16 DECEMBER 1997
<TABLE>
<CAPTION>
IRL
----------
<S> <C>
NET CASH INFLOW FROM OPERATING ACTIVITIES (note 8).......... 1,731,068
----------
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest paid............................................... (58,741)
Interest element of finance lease rentals................... (1,281)
Interest received........................................... 9,372
----------
Net cash outflow from returns on investments and servicing
of finance................................................ (50,650)
----------
TAXATION
Corporation tax paid........................................ (113,882)
----------
CAPITAL EXPENDITURE
Purchase of tangible assets................................. (1,341,164)
----------
EQUITY DIVIDENDS PAID....................................... --
----------
Net cash inflow before management of liquid resources and
financing................................................. 225,372
----------
MANAGEMENT OF LIQUID RESOURCES.............................. --
----------
FINANCING
Bank loan advances (note 8)................................. 298,645
Bank loans repaid (note 8).................................. (393,832)
Repayment of loan from director (note 8).................... (100,000)
Capital element of finance lease rentals (note 8)........... (36,409)
Capital grants received..................................... 132,715
----------
Net cash outflow from financing............................. (98,881)
----------
INCREASE IN CASH (note 8)................................... 126,491
==========
</TABLE>
The accompanying footnotes on pages F-37 to F-45 are an integral part of
these financial statements.
ON BEHALF OF THE BOARD
R L Solar
K K Angliss
F-38
<PAGE> 113
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
1 ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements are prepared under the historical cost convention,
in Irish pounds, and in accordance with accounting standards generally accepted
in Ireland. The preparation of financial accounts in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
TURNOVER
Turnover represents the invoiced value of goods to third parties, exclusive
of value added tax.
TANGIBLE ASSETS
Tangible assets are stated at cost less accumulated depreciation.
Depreciation is calculated in order to write off the cost of tangible
assets other than land over their estimated useful lives by equal annual
instalments. The estimated useful lives of tangible assets by reference to which
depreciation has been calculated are as follows:
<TABLE>
<S> <C>
Leasehold buildings....................................... 25 years
Plant and machinery....................................... 7 years
Office equipment.......................................... 10 years
Motor vehicles............................................ 3 years
</TABLE>
LEASES
Where tangible assets are financed by leasing agreements which give rights
approximating to ownership ("finance leases") they are treated as if they had
been purchased outright at the present values of the minimum lease payments and
the corresponding leasing liabilities are shown in the balance sheet as finance
leases.
Depreciation is calculated in order to write off the amounts capitalised
over the estimated useful lives of the assets by equal annual instalments.
Interest arising on finance leases is charged to the profit and loss account in
proportion to the amounts outstanding under the leases.
All operating lease rentals are charged to the profit and loss account on a
straight line basis.
STOCKS
Stocks are stated at the lower of cost and net realisable value.
Cost is based on normal levels of cost and activity and comprises cost of
purchase and, where applicable, cost of conversion to current condition. Cost of
purchase includes charges such as freight or duty where appropriate. Cost of
conversion includes direct labour, direct expenses and fixed and variable
production overhead expenditure.
Net realisable value comprises the actual or estimated selling price (net
of trade but before settlement discounts), less all further costs to completion,
and less all costs to be incurred in marketing, selling and distribution.
F-39
<PAGE> 114
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
DEFERRED TAXATION
Deferred taxation is provided on timing differences to the extent that it
is expected to become payable in the foreseeable future and any amount not
provided is disclosed as a contingent liability.
Timing differences are temporary differences between profits as computed
for taxation purposes and profits as stated in the financial statements which
arise because certain items of income and expenditure in the financial
statements are dealt with in different periods for taxation purposes.
FOREIGN CURRENCIES
Monetary assets and liabilities denominated in foreign currencies are
translated at the exchange rates ruling at the balance sheet date and revenues,
costs and non-monetary assets at the exchange rates ruling at the dates of the
transactions. However, where a transaction is covered by way of forward
contract, the contracted exchange rate is used to translate the asset,
liability, revenue or cost.
Profits and losses arising from foreign currency translations and on
settlement of amounts receivable and payable in foreign currency are dealt with
through the profit and loss account.
Monetary assets are money held and amounts to be received in money; all
other assets are non-monetary assets.
Where the company enters into forward currency contracts to hedge foreign
exchange exposures on anticipated foreign currency trading receipts, unrealised
gains and losses on all contracts yet to mature are calculated and reflected in
the profit and loss account for the period.
GRANTS
Capital grants are treated as deferred income, which is credited to the
profit and loss account on the same basis as the related tangible assets are
depreciated.
Employment grants receivable on creation of new jobs are treated as
deferred income, which is credited to the profit and loss account over the
minimum period for which each job must be maintained. The period by reference to
which employment grants are amortised is five years being the minimum period for
which each job must be maintained.
PENSION COSTS
Contributions to the defined contribution pension scheme are charged to the
profit and loss account as incurred.
2 BACKGROUND OF THE COMPANY AND BASIS OF PREPARATION
Sport Socks Co. (Ireland) Limited was incorporated on 19 December 1989 and
is registered in the Republic of Ireland. The company manufactures and sells
branded sport socks in Europe under established brand names such as Wilson, Coca
Cola and Dunlop through volume retailers and major sporting goods chains. The
company was wholly owned and controlled in the period by Mr. J. P. Manning,
shareholder and director. With effect from 17 December 1997, the company is a
wholly owned subsidiary of Gerber Childrenswear Inc. incorporated in the state
of Delaware, USA.
These financial statements, prepared for the fifty weeks ended 16 December
1997, do not constitute "statutory accounts" within the meaning of the Companies
Acts 1963 to 1990 of Ireland for the period presented. Statutory accounts were
prepared for the year ended 31 December 1997.
F-40
<PAGE> 115
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
These financial statements exclude a balance sheet, related balance sheet
notes, comparatives for the prior year, a Directors' Report and certain other
information (such as names and addresses of the Company's auditors, bankers and
solicitors) which are required of "statutory accounts" by the Companies Acts
1963 to 1990. However, they include all material disclosures required by
generally accepted accounting principles in Ireland including those Companies
Acts disclosures relating to profit and loss and cash flow statements.
3 INTEREST PAYABLE
<TABLE>
<CAPTION>
IRL
------
<S> <C>
This interest was in respect of:
Borrowings wholly repayable within five years:
- bank overdrafts...................................... 1,788
- bank loans........................................... 40,117
- finance leases....................................... 1,281
- creditors............................................ 13,649
------
56,835
======
</TABLE>
4 LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
<TABLE>
<CAPTION>
IRL
---------
<S> <C>
Loss on ordinary activities before taxation has been arrived
at after charging:
Staff costs
- wages and salaries................................... 3,375,602
- social welfare costs................................. 313,801
- pension costs........................................ 75,217
---------
3,764,620
Depreciation................................................ 805,181
Royalties................................................... 679,351
Currency translation loss................................... 170,199
Loss on foreign exchange commitments........................ 716,000
Auditors' remuneration...................................... 19,795
Directors' emoluments....................................... --
=========
and after crediting:
Amortisation of capital grants.............................. 59,804
Amortisation of employments grants.......................... 172,998
Training grants............................................. 23,508
=========
</TABLE>
The estimated useful economic lives and recoverable values of tangible
assets are subject to regular review by management. Where management has
committed to a plan to dispose of or replace the assets, whether by sale or
abandonment, the assets are reduced to their estimated fair values and a charge
is reflected in the profit and loss account. As a result of the company's
ongoing capital expenditure investment programme in 1997, management abandoned
or were committed to a plan to dispose of certain assets resulting in a charge
to the profit and loss of IRL192,419 and which is included in the depreciation
charge.
F-41
<PAGE> 116
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
5 TAXATION CREDIT
<TABLE>
<CAPTION>
IRL
------
<S> <C>
Based on profit for the period at 10%
Corporation tax............................................. --
Deferred tax................................................ 20,000
------
20,000
Overprovision in respect of prior years
Corporation tax............................................. 5,275
------
25,275
======
</TABLE>
There is no corporation tax charge for the period due to losses incurred.
6 CHANGES IN SHAREHOLDERS' EQUITY
The changes in shareholders' equity balances are comprised of the
following:
<TABLE>
<CAPTION>
CALLED UP
EQUITY SHARE PROFIT AND LOSS OTHER
CAPITAL ACCOUNT RESERVES
IRL IRL IRL
------------ --------------- --------
<S> <C> <C> <C>
Balance at 1 January 1997................................ 1,623,800 1,886,096 78,212
Transfers................................................ 100,000 (209,703) 109,703
Loss for the financial period............................ -- (85,546) --
--------- --------- -------
Balance at 16 December 1997.............................. 1,723,800 1,590,847 187,915
========= ========= =======
</TABLE>
Other reserves represent a non distributable reserve maintained in
compliance with the company's existing grant agreements.
During the period ended 16 December 1997 100,000 ordinary IRL1 shares were
allotted in consideration for the reduction by an equivalent amount of the
company's revenue reserves.
7 PROFIT AND LOSS ACCOUNT
Profit and loss account includes IRL810,037 which is not available for
distribution until the contingencies referred to in note 11 have expired.
F-42
<PAGE> 117
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
8 NOTES ON THE CASH FLOW STATEMENT
<TABLE>
<CAPTION>
IRL
----------
<S> <C>
NET CASH INFLOW FROM OPERATING ACTIVITIES:
Operating loss............................................ (63,899)
Depreciation.............................................. 805,181
Amortisation of capital grants............................ (59,804)
Amortisation of employment grants......................... (172,998)
Currency translation loss on director's loan.............. 83,697
Currency translation loss on bank loans................... 9,713
Exceptional item -- loss on foreign exchange
commitments............................................ 716,000
Increase in stocks........................................ (205,477)
Decrease in debtors....................................... 31,004
Increase in creditors..................................... 587,651
----------
1,731,068
==========
IRL
----------
RECONCILIATION OF NET CASHFLOW TO MOVEMENT IN NET DEBT:
Increase in cash in the year.............................. 126,491
Cash outflow from decrease in debt and finance leases..... 131,596
Cash outflow from decrease in loan from director.......... 100,000
----------
Reduction in net debt resulting from cash flows........... 358,087
Effects of changes in foreign exchange rates.............. (93,410)
----------
Movement in net debt in the period........................ 264,677
Net debt at 1 January 1997................................ (1,021,195)
----------
Net debt at 16 December 1997.............................. (756,518)
==========
</TABLE>
F-43
<PAGE> 118
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
EFFECTS OF
AT FOREIGN AT
1 JANUARY EXCHANGE RATE OTHER 16 DECEMBER
1997 CASH FLOWS CHANGES CHANGES 1997
ANALYSIS OF CHANGES IN NET DEBT IRL IRL IRL IRL IRL
- ------------------------------- ---------- ---------- ------------- -------- -----------
<S> <C> <C> <C> <C> <C>
Cash at bank and in hand............... 455,059 (18,454) -- -- 436,605
Bank overdrafts........................ (144,945) 144,945 -- -- --
---------- -------- ------- -------- --------
Cash................................... 310,114 126,491 -- -- 436,605
---------- -------- ------- -------- --------
Bank loans
Due within one year.................... (217,593) (298,645) (9,713) 214,951 (311,000)
Due after one year..................... (413,424) 393,832 -- (214,951) (234,543)
---------- -------- ------- -------- --------
(631,017) 95,187 (9,713) -- (545,543)
---------- -------- ------- -------- --------
Finance leases
Due within one year.................... (28,239) 27,697 -- (19,266) (19,808)
Due after one year..................... (34,126) 8,712 -- 19,266 (6,148)
---------- -------- ------- -------- --------
(62,365) 36,409 -- -- (25,956)
---------- -------- ------- -------- --------
Loan from director..................... (637,927) 100,000 (83,697) -- (621,624)
---------- -------- ------- -------- --------
Net debt............................... (1,021,195) 358,087 (93,410) -- (756,518)
========== ======== ======= ======== ========
</TABLE>
Tangible assets purchases of IRL300,000 were made on extended credit terms.
This liability is repayable on an instalment basis over five years commencing
subsequent to 16 December 1997.
9 RELATED PARTY TRANSACTIONS
Details of the company's transactions with related parties are as follows:
(i) Cost of sales include purchases of stocks of IRL126,070 from
Auburn Hosiery Mills Inc, a company owned and controlled by Mr. J.P.
Manning during the period.
(ii) Selling and distribution costs include sales commission payable
of IRL286,573 to Sport Socks Co. (UK) Limited, a company owned and
controlled by Mr. J.P. Manning during the period.
(iii) Selling and distribution costs include Wilson licence royalties
of IRL372,683 and IRL80,016 respectively payable to Sales and Marketing
Hosiery Corporation and Auburn Hosiery Mills Inc., companies controlled and
owned by Mr. J.P. Manning, company shareholder and director during the
period.
(iv) Selling and distribution costs include sales and marketing costs
amounting to IRL214,376 representing the salary and related expenses of
sales and marketing personnel, recharged to the company by JP Manning Inc.,
a company controlled by Mr. J.P. Manning.
(iv) Included in administrative expenses are amounts of IRL5,597,
IRL8,500 and IRL7,350 respectively, paid to White and Case, and Anthony
Carroll & Co. and T. Collins relating to legal and engineering consultancy
services provided by firms in which J. Reiner, B. Carroll and T. Collins,
company directors, have respective interests.
10 FOREIGN EXCHANGE COMMITMENTS
The company's revenues are primarily received in currency other than Irish
pounds and accordingly the company is subject to currency exposure. The company
seeks to limit this risk by entering into forward
F-44
<PAGE> 119
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
currency contracts at varying maturity dates. Unrealised gains or losses on all
of those contracts yet to mature are calculated at the balance sheet date and
reflected in the profit and loss account for the period.
At the balance sheet date, the company has contracted to sell forward
foreign currencies equivalent to IRL8,032,000 at various rates and maturity
dates. Unrealised losses of IRL716,000 in respect of all of those contracts
relating to future transactions, excluding those contracts in respect of sales
which have arisen or were committed prior to the balance sheet date, are
reflected in the profit and loss account. This represents a change in accounting
policy for the company and is considered by the directors to be more appropriate
to the company's circumstances and give a fairer presentation of the results and
financial position of the business. The comparatives have not been restated as
in the opinion of the directors the financial effects of the change in
accounting policy are not material to the company's comparative results and
financial position.
If the forward currency contracts were considered separately from
underlying future revenues the company would be subject to market risk from
fluctuations in currency exchange rates. The company only enters these forward
contracts to hedge the related currency risks. Therefore there is a market risk
only to the extent that the actual foreign currency cashflows differ from
anticipated amounts and the only credit risk arises from potential non
performance by counter parties which is restricted to the hedging differential
and not the principal amount hedged. The company does not anticipate non
performance as the counterparties are all licensed banks.
11 CONTINGENT LIABILITIES
CAPITAL GRANTS
If certain circumstances occur, these grants could be repayable up to a
maximum of IRL950,808. Such circumstances would arise if the company ceased to
use the assets to which the grants relate.
EMPLOYMENT GRANTS
If certain circumstances occur, these grants could be repayable up to a
maximum of IRL864,991. Such circumstances would arise at any time within five
years from the date of receipt of the first moiety of the employment grant in
respect of any job if the job should become vacant and remain vacant for a
period in excess of six calendar months.
12 EMPLOYEES
The average number of persons employed by the company during the period was
270, 266 of whom are based in the Republic of Ireland, and 4 in Belgium.
13 PENSIONS
The company operates a defined contribution pension scheme. The assets of
the scheme are held separately from those of the company in an independently
administered fund. The pension cost charge represents contributions payable by
the company to the fund and amounted to IRL75,217.
F-45
<PAGE> 120
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
14 DIRECTORS' RESPONSIBILITIES
The directors are required to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period. In preparing
those financial statements, the directors are required to:
- Select suitable accounting policies and then apply them consistently
- Make judgements and estimates that are reasonable and prudent
- Prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business
The directors are responsible for keeping proper books of account which
disclose with reasonable accuracy at any time the financial position of the
company. They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
15 APPROVAL OF THE FINANCIAL STATEMENTS
The directors approved the financial statements on 23 February 1998.
16 DIFFERENCES BETWEEN IRISH AND US ACCOUNTING PRINCIPLES
The financial statements of the company are prepared in accordance with
Irish GAAP, which differ in certain significant respects from US GAAP. The
following is a reconciliation to US GAAP pursuant to Item 17 of Form 20-F.
<TABLE>
<CAPTION>
IRL
-------
<S> <C>
Net loss for the period (Irish GAAP)........................ (85,546)
Amortisation of interest capitalised(1)..................... (1,750)
Restructuring costs(2)...................................... 36,000
Loss on foreign exchange contracts(3)....................... 30,000
Income taxes(4)............................................. (7,000)
-------
NET LOSS FOR THE PERIOD (US GAAP)........................... (28,296)
=======
</TABLE>
- ---------------
(1) CAPITALISATION OF INTEREST EXPENSES AND RELATED AMORTISATION. Under Irish
GAAP, interest incurred during the period for which assets are under
construction is not required to be capitalised. Under US GAAP, such interest
incurred during the period is eligible for capitalisation. The amount
capitalised is to be an allocation of the interest cost incurred during the
period required to complete the asset. The Company had no assets under
construction during the period. The adjustment reflected above relates to
amortisation of past interest capitalised in accordance with US GAAP.
(2) RESTRUCTURING COSTS. Under Irish GAAP, the company has accrued over the
past three years, a provision to cover the potential costs associated with
possible employee redundancies at its manufacturing facility. The related
amount charged to profit and loss in the period ended 16 December 1997
totalled IRL36,000. These provisions, which do not conform with the more
prescriptive requirements of US GAAP, have been reversed.
(3) LOSS ON FORWARD EXCHANGE CONTRACTS. Under Irish GAAP, the Company adopted
during the period an accounting policy to mark to market forward foreign
exchange contracts which hedge anticipated transactions (e.g. Future sales).
Such transactions do not constitute firm commitments under US GAAP as
contemplated by Statement of Standards Accounting No. 52, "Foreign Currency
Translation".
F-46
<PAGE> 121
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
Therefore, under US GAAP such contracts would have been marked to market for
both 1996 and 1997. The resultant adjustment of IRL30,000 represents that
portion of the total loss recognized under Irish GAAP in the current period
which would have been reflected in the prior year under US GAAP.
Additionally, the Company classified this loss on foreign exchange
commitments as an exceptional Item in the Irish GAAP financial statements.
Under US GAAP such an item is not considered to be an extraordinary item as
such classification is limited to those items that are both unusual in
nature and infrequent in occurrence.
(4) INCOME TAXES. Under Irish GAAP, deferred taxes are provided for temporary
differences and tax loss carryforwards using the liability method, when it
is probable that an asset or liability will crystalise. Under US GAAP,
deferred taxes are provided for temporary differences and for tax loss
carryforwards. A valuation allowance is established when it is more likely
than not that the deferred tax asset will not be realised. Additionally, for
US GAAP purposes, deferred taxes are provided in respect of US GAAP
adjustments to the book basis of assets and liabilities.
F-47
<PAGE> 122
SPORT SOCKS CO. (IRELAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
STATEMENT OF CASHFLOWS
The company's cashflow statement prepared in accordance with Irish GAAP is
different from that which is required under SFAS 95. A statement of cash flows
provided under SFAS 95 is as follows:
<TABLE>
<CAPTION>
IRL
----------
<S> <C>
NET LOSS FOR THE PERIOD (US GAAP)........................... (28,296)
ADJUSTMENTS TO RECONCILE NET LOSS TO CASH PROVIDED FROM
OPERATING ACTIVITIES
Depreciation................................................ 806,931
Amortisation of capital grants.............................. (59,804)
Amortisation of employment grants........................... (172,998)
Currency translation loss on directors' loan................ 83,697
Currency translation loss on bank loans..................... 9,713
Exceptional item -- loss on foreign exchange commitments.... 686,000
Increase in stocks.......................................... (205,477)
Decrease in debtors......................................... 31,004
Increase in creditors and other liabilities................. 415,766
----------
Net cash provided by operating activities................... 1,566,536
----------
CASH UTILISED IN INVESTING ACTIVITIES
Payments for tangible assets................................ (1,341,164)
----------
CASHFLOWS FROM FINANCING ACTIVITIES
Proceeds from bank loan advances............................ 298,645
Payments to settle bank debt................................ (538,777)
Repayments of loan from director............................ (100,000)
Capital element of finance lease rentals.................... (36,409)
Capital grants received..................................... 132,715
----------
Net cash outflow from financing activities.................. (243,826)
----------
Net decrease in cash and cash equivalents for the year...... (18,454)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 455,059
----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. 436,605
==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest......... IRL60,022
Income tax....... IRL113,882
</TABLE>
F-48
<PAGE> 123
======================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 11
Use of Proceeds....................... 19
Dividend Policy....................... 19
Capitalization........................ 20
Dilution.............................. 21
Selected Consolidated Financial
Data................................ 22
Unaudited Pro Forma Condensed
Consolidated Statement of
Operations.......................... 24
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 27
Business.............................. 35
Management............................ 51
Certain Relationships and Related
Transactions........................ 58
Principal Stockholders................ 61
Description of Certain Indebtedness... 62
Description of Capital Stock.......... 64
Certain United States Federal Income
Tax Consequences to Non-United
States Holders of Common Stock...... 66
Shares Eligible for Future Sale....... 68
Underwriting.......................... 70
Legal Matters......................... 72
Experts............................... 72
Additional Information................ 72
Index to Consolidated Financial
Statements.......................... F-1
UNTIL , 1998 (25 DAYS AFTER
THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN COMMON STOCK,
WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
============================================
</TABLE>
======================================================
SHARES
[LOGO]
GERBER CHILDRENSWEAR, INC.
COMMON STOCK
--------------------
PROSPECTUS
--------------------
MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS
FURMAN SELZ
WASSERSTEIN PERELLA
SECURITIES, INC.
, 1998
======================================================
<PAGE> 124
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered other than underwriting
compensation:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 16,962.50
NASD filing fee............................................. 6,250.00
New York Stock Exchange original listing fee................ *
Blue sky fees and expenses (including attorneys' fees and
expenses)................................................. *
Printing and engraving expenses............................. *
Transfer agent's fees and expenses.......................... *
Accounting fees and expenses................................ *
Legal fees and expenses..................................... *
Miscellaneous expenses...................................... *
-----------
Total.................................................. $ *
===========
</TABLE>
- ------------------------
* To be provided by amendment.
All amounts are estimated except for the SEC registration fee and the NASD
filing fee.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any person who is, or
is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any person who is, or is threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
The Company's Certificate of Incorporation provides for the indemnification
of directors and officers of the Company to the fullest extent permitted by
Section 145.
In that regard, the Certificate of Incorporation provides that the Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director or officer of such corporation, or is or was
II-1
<PAGE> 125
serving at the request of such corporation as a director, officer or member of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Indemnification in
connection with an action or suit by or in the right of such corporation to
procure a judgment in its favor is limited to payment of settlement of such an
action or suit except that no such indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
indemnifying corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in consideration of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Over the past three years, the Company sold shares of its capital stock as
follows in reliance upon the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended, or Rule 701 pursuant to Section
3(b) of the Securities Act.
SERIES A PREFERRED STOCK, PAR VALUE $0.01 PER SHARE.
Shares of Series A Preferred Stock of GCIH were sold to the following
persons on the following dates. Such shares were converted immediately prior to
the Offering into either (a) shares of Common Stock or (b) the right to receive
cash, in each case pursuant to the Merger described herein. See "Certain
Relationships and Related Transactions--The Reorganization."
<TABLE>
<CAPTION>
NUMBER AGGREGATE
DATE NAME OF SHARES PURCHASE PRICE
---- ---- --------- --------------
<S> <C> <C> <C>
January 22, 1996 Citicorp Venture Capital, Ltd. 86,974.5 $8,697,446.50
January 22, 1996 CCT III, L.P. 15,348.4 $1,534,843.50
January 22, 1996 Richard M. Cashin 3,327.5 $ 332,746.50
January 22, 1996 Natasha Partnership 2,774.4 $ 277,439.30
January 22, 1996 David Thomas 2,774.4 $ 277,439.30
January 22, 1996 Thomas McWilliams 950.7 $ 95,070.50
January 22, 1996 John Weber 475.4 $ 47,535.30
January 22, 1996 Byron L. Knief 237.7 $ 23,767.60
January 22, 1996 Michael A. Delaney 237.7 $ 23,767.60
January 22, 1996 David Y. Howe 237.7 $ 23,767.60
January 22, 1996 M. Saleem Muqaddam 190.1 $ 19,014.20
January 22, 1996 Charles E. Corpening 95.1 $ 9,507.00
January 22, 1996 Richard Solar 1,188.4 $ 118,838.10
January 22, 1996 Edward Kittredge 1,188.4 $ 118,838.10
January 22, 1996 David Jones 950.7(1) $ 95,070.40
January 22, 1996 David Uren 451.6 $ 45,158.50
</TABLE>
- ---------------
(1) Repurchased by the Company on February 11, 1997.
II-2
<PAGE> 126
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE.
Shares of Class A Common Stock of GCIH were sold to the following persons
on the following dates. Such shares were converted into Common Stock immediately
prior to the Offering pursuant to the Merger described herein. See "Certain
Relationships and Related Transactions--Reorganization."
<TABLE>
<CAPTION>
AGGREGATE
NUMBER PURCHASE
DATE NAME OF SHARES PRICE
---- ---- --------- -----------
<S> <C> <C> <C>
January 22, 1996 Citicorp Venture Capital, Ltd. 523,476.0(2) $523,476.00
January 22, 1996 CCT III, L.P. 79,584.0 $ 79,584.00
January 22, 1996 Richard M. Cashin 17,253.5 $ 17,253.50
January 22, 1996 63 BR Partnership 14,385.7 $ 14,385.70
January 22, 1996 David Thomas 14,385.7 $ 14,385.70
January 22, 1996 Alchemy, L.P. 4,929.5 $ 4,929.50
January 22, 1996 John Weber 2,464.7 $ 2,464.70
January 22, 1996 Byron L. Knief 1,232.4 $ 1,232.40
January 22, 1996 Michael A. Delaney 1,232.4 $ 1,232.40
January 22, 1996 David Y. Howe 1,232.4 $ 1,232.40
January 22, 1996 M. Saleem Muqaddam 985.8 $ 985.80
January 22, 1996 Charles E. Corpening 493.0 $ 493.00
</TABLE>
- ---------------
(2) The Company repurchased (a) 23,500 of such shares on February 11, 1997 for
$1.00 per share, or an aggregate consideration of $23,500 and (b)50,826.8
of such shares on September 30, 1997 at a price of $1.00 for an aggregate
consideration of $50,826.80. Such repurchased shares were canceled but
reissued in the form of Class B Common Stock of GCIH.
CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE.
Shares of Class B Common of GCIH were sold to the following persons on the
following dates. Such shares were converted into shares of Common Stock
immediately prior to the Offering, pursuant to the Merger described herein. See
"Certain Relationships and Related Transactions--Reorganization."
<TABLE>
<CAPTION>
NUMBER AGGREGATE
DATE NAME OF SHARES PURCHASE PRICE
---- ---- --------- --------------
<S> <C> <C> <C>
January 22, 1996 Richard Solar 23,661.9 $ 23,661.90
January 22, 1996 Edward Kittredge 76,161.9 $ 27,161.90
January 22, 1996 David Jones 29,929.6(3) $ 29,929.60
January 22, 1996 David Uren 14,841.5 $ 14,841.50
February 11, 1997 Joseph Medalie 2,500 $ 2,500.00
February 28, 1997 Gerardo M. Arce 250 $ 250.00
February 28, 1997 Larry L. Bateman 500 $ 500.00
February 28, 1997 Charles W. Berry 500 $ 500.00
February 28, 1997 Ronald C. Boone 500 $ 500.00
February 28, 1997 Harvey Burak 1,000 $ 1,000.00
February 28, 1997 Ray Jefferson Caplenor 1,500(4) $ 1,500.00
February 28, 1997 LeeAnn Carroll 500 $ 500.00
February 28, 1997 Jay R. Cope 250 $ 250.00
February 28, 1997 Robert L. Gall 1,000 $ 1,000.00
February 28, 1997 George J. Boltz 250 $ 250.00
February 28, 1997 Bobbie C. Greene 250 $ 250.00
February 28, 1997 David R. Hamilton 250 $ 250.00
</TABLE>
II-3
<PAGE> 127
<TABLE>
<CAPTION>
NUMBER AGGREGATE
DATE NAME OF SHARES PURCHASE PRICE
---- ---- --------- --------------
<S> <C> <C> <C>
February 28, 1997 Kenneth R. Heatter 250 $ 250.00
February 28, 1997 Earle R. Keaton, Jr. 500 $ 500.00
February 28, 1997 Douglas E. Klein 250 $ 250.00
February 28, 1997 Christine R. Lanigan 1,000 $ 1,000.00
February 28, 1997 Angela C. Lombardi 1,000 $ 1,000.00
February 28, 1997 Raymond R. McManus 750 $ 750.00
February 28, 1997 Jacqueline D. McNulty 750 $ 750.00
February 28, 1997 Jeffrey Mintz 500 $ 500.00
February 28, 1997 Deanna L. Parris 250 $ 250.00
February 28, 1997 John Larry Pelt 250 $ 250.00
February 28, 1997 David C. Pittman 250 $ 250.00
February 28, 1997 James B. Robertson 250 $ 250.00
February 28, 1997 Marvin E. Roberts 250 $ 250.00
February 28, 1997 Jeanne E. Scannell 1,000 $ 1,000.00
February 28, 1997 Eugene L. Scarpa 500 $ 500.00
February 28, 1997 Lee M. Schaeffer 1,500 $ 1,500.00
February 28, 1997 Dwight Smith 500 $ 500.00
February 28, 1997 Dale F. Tarlow 1,000 $ 1,000.00
February 28, 1997 John M. Temple 1,000(5) $ 1,000.00
February 28, 1997 Philip V. Todaro 1,000 $ 1,000.00
February 28, 1997 Holly H. Waddell 250 $ 250.00
February 28, 1997 Deidre A. Wahlberg 500 $ 500.00
February 28, 1997 Ralph L. Wheeler 250 $ 250.00
February 28, 1997 Philip R. Whitaker 500 $ 500.00
July 25, 1997 Raymond McManus 250 $ 250.00
July 25, 1997 Robert L. Gall 250 $ 250.00
July 25, 1997 David G. Phillips 250 $ 250.00
September 30, 1997 Susan M. Vander Molen 250 $ 250.00
September 30, 1997 Richard Solar 7,500 $ 7,500.00
November 24, 1997 Edward Kittredge 20,000 $ 20,000.00
November 26, 1997 Robert P. Robertson 1,000 $ 1,000.00
November 26, 1997 David Hamilton 250 $ 250.00
</TABLE>
- ---------------
(3) Such shares were repurchased by the Company on February 11, 1997.
(4) Such shares were repurchased by the Company on January 15, 1998.
(5) Such shares were repurchased by the Company on September 20, 1997.
CLASS C COMMON STOCK, PAR VALUE $0.01 PER SHARE.
Shares of Class C Common of GCIH were sold to the following person on the
following date. Such shares were converted into shares of Common Stock
immediately prior to the Offering, pursuant to the Merger described herein. See
"Certain Relationships and Related Transactions -- Reorganization."
<TABLE>
<CAPTION>
NUMBER AGGREGATE
DATE NAME OF SHARES PURCHASE PRICE
---- ---- --------- --------------
<S> <C> <C> <C>
January 22, 1996 Lawrence R. Glenn 2,500 $ 2,500.00
</TABLE>
II-4
<PAGE> 128
CLASS D COMMON STOCK, PAR VALUE $0.01 PER SHARE.
No shares of such class have been issued. Warrants to purchase 191,250
shares of Class D Common Stock were issued to CMP on January 22, 1996 in
connection with the issuance of senior subordinated indebtedness of the Company
to CMP, for an aggregate consideration of $189,337.50. Such warrants were
converted into warrants to purchase Class B Common Stock of the Company,
immediately prior to the Offering, pursuant to the Merger described herein. See
"Certain Relationships and Related Transactions--Reorganization."
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
1.1* Form of Purchase Agreement.
3.1* Form of Amended and Restated Certificate of Incorporation of
the registrant.
3.2* Form of Amended and Restated Bylaws of the registrant.
4.1* Form of certificate representing shares of Common Stock,
$0.01 par value per share.
4.2+ Credit Agreement by and among GCIH, Auburn, GCI, the
domestic subsidiaries of same and various lending
institutions dated as of December 17, 1997.
5.1* Opinion and consent of Kirkland & Ellis.
10.1+ Stock Purchase Agreement by and between GPC and GCIH dated
as of December 14, 1995.
10.2+ Form of Executive Stock Purchase Agreement between GCIH and
certain of its Executives, each dated January 22, 1996.
10.3+ Form of Manager Securities Purchase Agreement between GCIH
and certain of its Managers.
10.4+ Securities Purchase Agreement by and between GCIH and CVC,
dated as of January 22, 1996.
10.5+ Form of Director Stock Purchase Agreement between GCIH and
certain of its directors.
10.6* Amended and Restated Registration Rights Agreement by and
between GCIH, Citicorp Venture Capital, Ltd., and other
stockholders of GCIH, dated as of , 1998.
10.7+ Stock Purchase Agreement by and among GCIH, James P.
Manning, Eileen Manning and Certain Charitable Remainder
Trusts dated as of November 12, 1997.
10.8+ Share Purchase Agreement by and among GCIH, James P. Manning
and Eileen Manning dated as of December 16, 1997.
10.9+ Amended and Restated Senior Subordinated Credit Agreement
dated as of December 17, 1997 by and among GCIH, GCI, CMP
and others.
10.10+ Subordination and Intercreditor Agreement by and among
Nationsbank, CMP, GCI and others dated as of December 17,
1997.
10.11+ 12% Junior Subordinated Note in the face amount of
$11,000,000, issued by GCIH to GPC as of December 29, 1997.
10.12 License Agreement by and between Warner Bros. Division of
Time Warner Entertainment Company, L.P. and GCI dated as of
March 12, 1998.
10.13** License Agreement by and between GPC and GCI dated as of
January 22, 1996.
10.14+ License Agreement among The Kendall Company, GPC, and Soft
Care Apparel, Inc. (n/k/a GCI), dated as of July 31, 1986,
as amended pursuant to that certain Letter Agreement dated
January 19, 1996 by and among The Kendall Company, GPC, GCI
and GCIH.
10.15+ Trademark License Agreement between Auburn and Wilson
Sporting Goods Co. dated April 29, 1997; as sublicensed to
Sport Socks Ireland as of October 1, 1997, effective as of
January 1, 1998; as amended as of December 5, 1997.
10.16+ Lease Agreement by and between GCI and Operadora Zona Franca
De La Romana, S.A. for property located at Zona Franca
Industrial La Romana (Sewing, Packaging).
</TABLE>
II-5
<PAGE> 129
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.17+ Lease Agreement by and between GCI and Operadora Zona Franca
De La Romana, S.A. for property located at Altos
Buvillaverde.
10.18+ Lease Agreement by and between GCI and Operadora Zona Franca
De La Romana, S.A. for property located at Altos
Buvillaverde.
10.19+ Lease Amendment by and between GCI and the Industrial
Development Board of the City of Evergreen, Alabama, dated
as of August 28, 1997, and assignment and assumption
agreement and resolution of the Industrial Development Board
dated as of the same date.
10.20+ Lease Agreement between GCI and Highland Properties, LLC
dated as of November 25, 1996, and amendments thereto, for
the lease of the Greenville facility.
10.21+ Severance Agreement by and between GPC, GCI and David E.
Uren, dated as of March 18, 1995.
21.1+ Subsidiaries of the registrant.
23.1 Consent of Ernst & Young LLP
23.2 Consent of J.C. Holland & Co., PSC
23.3 Consent of Price Waterhouse
23.4* Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1+ Powers of Attorney (included in signature page).
27.1 Financial Data Schedule.
</TABLE>
- ---------------
* To be filed by amendment.
** The Company has requested confidential treatment with respect to certain
provisions of this Exhibit from the Commission.
+ Previously filed.
(b) Financial Statement Schedules:
The following financial statement schedule for GCIH, Inc. is included in
this Registration Statement:
Schedule II -- Supplemental Schedule of Valuation and Qualifying Accounts
The following financial statement schedule for Gerber Childrenswear, Inc.
is included in this Registration Statement:
Schedule II -- Supplemental Schedule of Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Commission are not required under the related
instructions, are inapplicable or not material, or the information called for
thereby is otherwise included in the financial statements and therefore have
been omitted.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a posteffective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
II-6
<PAGE> 130
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in paragraph (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the Offering of such securities at that time shall be deemed
to be the initial bona fide Offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the Offering.
In addition, the undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the Offering of such securities
at that time shall be deemed to be the initial bona fide Offering thereof.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the Offering of such securities at that
time shall be deemed to be the initial bona fide Offering thereof.
II-7
<PAGE> 131
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on April 27, 1998.
GERBER CHILDRENSWEAR, INC.
By: /s/ RICHARD L. SOLAR
------------------------------------
Name: Richard L. Solar
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on April 27, 1998, by, or on behalf of,
the following persons in the capacities indicated with respect to Gerber
Childrenswear, Inc.:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* Chairman of the Board, President and Chief
- -------------------------------------------------------- Executive Officer (Principal Executive
Edward Kittredge Officer)
* Senior Vice President, Assistant Secretary
- -------------------------------------------------------- and Director (Principal Financial Officer)
Richard L. Solar
* Vice President of Finance, Secretary and
- -------------------------------------------------------- Treasurer (Principal Accounting Officer)
David E. Uren
* Director
- --------------------------------------------------------
Richard Cashin
* Director
- --------------------------------------------------------
Lawrence R. Glenn
* Director
- --------------------------------------------------------
Joseph Medalie
* Director
- --------------------------------------------------------
John D. Weber
*By: /s/ RICHARD L. SOLAR
----------------------------------------------------
Attorney-in-Fact
</TABLE>
II-8
<PAGE> 132
SCHEDULE II
GCIH, INC.
SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COST AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Year ended December 31, 1997:
Allowance for doubtful accounts............... $ 1,798 $ 5,113 $4,401(1) $ 2,510
Inventory reserves............................ 12,849 (819) -- 12,030
Period ended December 31, 1996:
Allowance for doubtful accounts............... -- 3,683 1,885(1) 1,798
Inventory reserves............................ -- 12,849 -- 12,849
</TABLE>
- ---------------
(1) Allowances, uncollected amounts and credit balances written off against
reserve, net of recoveries.
II-9
<PAGE> 133
SCHEDULE II
GERBER CHILDRENSWEAR, INC.
("PREDECESSOR COMPANY")
SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
CHARGED
BALANCE AT TO COST BALANCE AT
BEGINNING AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
----------- ----------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Year ended December 31, 1995:
Allowance for doubtful accounts................ $ 3,755 $ 2,203 $ 3,358(1) $ 2,600
Inventory reserves............................. 6,965 262 -- 7,227
</TABLE>
- ---------------
(1) Allowances, uncollected amounts and credit balances written off against
reserve, net of recoveries.
<PAGE> 134
EXHIBIT INDEX
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<C> <S> <C>
1.1 * Form of Purchase Agreement.
3.1 * Form of Amended and Restated Certificate of Incorporation of
the registrant.
3.2 * Form of Amended and Restated Bylaws of the registrant.
4.1 * Form of certificate representing shares of Common Stock,
$0.01 par value per share.
4.2 + Credit Agreement by and among GCIH, Auburn, GCI, the
domestic subsidiaries of same and various lending
institutions dated as of December 17, 1997.
5.1 * Opinion and consent of Kirkland & Ellis.
10.1 + Stock Purchase Agreement by and between GPC and GCIH dated
as of December 14, 1995.
10.2 + Form of Executive Stock Purchase Agreement between GCIH and
certain of its Executives, each dated January 22, 1996.
10.3 + Form of Manager Securities Purchase Agreement between GCIH
and certain of its Managers.
10.4 + Securities Purchase Agreement by and between GCIH and CVC,
dated as of January 22, 1996.
10.5 + Form of Director Stock Purchase Agreement between GCIH and
certain of its directors.
10.6 * Amended and Restated Registration Rights Agreement by and
between GCIH, Citicorp Venture Capital, Ltd., and other
stockholders of GCIH, dated as of , 1998.
10.7 + Stock Purchase Agreement by and among GCIH, James P.
Manning, Eileen Manning and Certain Charitable Remainder
Trusts dated as of November 12, 1997.
10.8 + Share Purchase Agreement by and among GCIH, James P. Manning
and Eileen Manning dated as of December 16, 1997.
10.9 + Amended and Restated Senior Subordinated Credit Agreement
dated as of December 17, 1997 by and among GCIH, GCI, CMP
and others.
10.10+ Subordination and Intercreditor Agreement by and among
Nationsbank, CMP, GCI and others dated as of December 17,
1997.
10.11+ 12% Junior Subordinated Note in the face amount of
$11,000,000, issued by GCIH to GPC as of December 29, 1997.
10.12 License Agreement by and between Warner Bros. Division of
Time Warner Entertainment Company, L.P. and GCI dated as of
March 12, 1998.
10.13** License Agreement by and between GPC and GCI dated as of
January 22, 1996.
10.14+ License Agreement among The Kendall Company, GPC, and Soft
Care Apparel, Inc. (n/k/a GCI), dated as of July 31, 1986,
as amended pursuant to that certain Letter Agreement dated
January 19, 1996 by and among The Kendall Company, GPC, GCI
and GCIH.
</TABLE>
<PAGE> 1
EXHIBIT 10.12
LICENSE AGREEMENT #8824-BLT/WBLT
THIS AGREEMENT SUPERSEDES AND REPLACES THAT CERTAIN LICENSE AGREEMENT
#6803-LTL/WBLT DATED JANUARY 19, 1996 AND ANY RENEWALS AND AMENDMENTS THERETO
BETWEEN WARNER BROS., A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY L.P. AND
GERBER CHILDRENSWEAR, INC.
LICENSE AGREEMENT made March 12, 1998, by and between Warner Bros., a Division
of Time Warner Entertainment Company L.P., c/o Warner Bros. Consumer Products, a
Division of Time Warner Entertainment Company L.P., whose address is 4000 Warner
Blvd., Burbank, CA 91522 (hereinafter referred to as "LICENSOR") and Gerber
Childrenswear, Inc., whose address is 7005 Pelham Road, Suite D, Greenville,
South Carolina 29615, Attention: Ed Kittridge and Chris Lanigan (hereinafter
referred to as "LICENSEE").
WITNESSETH:
The parties hereto mutually agree as follows:
1. DEFINITIONS: As used in this Agreement, the following terms shall have the
following respective meanings:
(a) "CHANNELS OF DISTRIBUTION": Licensee may sell the Licensed Products
through the following channels of distribution only (as such
channels are defined in Exhibit 3 attached hereto and incorporated
herein by reference): AAFES, Direct Mail Catalogs on a case by case
basis, Baby Specialty Stores, Chain Drug Stores, Chain Toy Stores,
National Discount/Mass Retailers, Mid- tier Department Stores,
Non-Chain Drug Stores, NonChain Toy Stores, Non-Mall Clothing
Specialty Stores, Off- Price/Closeout Stores, Outlet Stores,
Supermarket/Grocery Stores, Regional Discount/Mass Retailers,
Warehouse Clubs (Licensed Products (26), (31), (32), and (37) only),
Catalog Showrooms on a case by case basis only, Florists (Licensed
Product (31) only), and Home Specialty Stores (Licensed Products (4)
through (16), (31), and (37) only).
All other channels of distribution defined in Exhibit 3, which are
not specified above in this Paragraph l(a), are specifically
excluded from this Agreement. Additionally, Licensee may not
distribute or sell Licensed Products to convenience stores.
(b) "GUARANTEED CONSIDERATION": The sum of $2,100,000 payable as
follows:
$420,000 payable simultaneously with the execution of this
Agreement;
$840,000 payable on or before December 1, 1998; and
$840,000 payable on or before December 1, 1999.
<PAGE> 2
(c) "LICENSED PRODUCT(S)":
IN RESPECT OF THE LICENSED PROPERTY SET FORTH IN CATEGORY I OF
PARAGRAPH 1(d) BELOW, THE LICENSED PRODUCTS SHALL BE AS FOLLOWS:
Bath Products
(1) Hooded Towels *
(2) Washcloths *
(3) Washmitts
INFANT COORDINATED BEDDING
(4) Sheets *
(5) Comforters *
(6) Dust Ruffles *
(7) Receiving Blankets *
(8) Crib Blankets *
(9) Diaper Stackers *
(10) Birth Certificate Pillows *
(11) Bumper Pads *
(12) Bassinet Sheets *
(13) Lap Pads
(14) Wallpaper Room Borders and Window Treatments to be
supplied by Licensor's current wallpaper licensee on
case by case basis.
(15) Mat and Pillow Combinations
(16) Changing Table Padcovers
Sleepwear
(17) Sleep 'n' Play *
(18) Blanket Sleepers, Sizes 0-24 months and 2-5T *
(19) Pajamas (Footed and Non-Footed), Sizes 0-24 months and
2-5T *
(20) Gowns/Dorm Shirts, Sizes 0-24 months *
(21) Prams, Sizes 0-24 months
Underwear
(22) One Piece for Infants, Sizes NB, S, M, L and XL *
(23) Two Piece for Infants and Toddlers, Sizes NB, S, M, L,
XL and 2-5T *
(24) Longmates for Infants, Sizes NB, S, M, L and XL *
(25) Undershirts for Infants, Sizes NB, S, M, L and XL *
(26) Training Pants, Sizes 2-5T *
Footwear/Socks
(27) Booties
(28) Infant Socks
2
<PAGE> 3
Layettes (Disposable Diapers and Vinyl
Diaper Covers are specifically excluded)
(29) Gowns *
(30) Caps *
(31) Gift Sets, to include Infant Gown, Shirt, Bib,
Washcloth, Booties, Towels, Comb (to be supplied by
Gerber Products), Teethers (to be supplied by Gerber
Products) and/or on a case by case basis with Licensor's
prior written approval, any Licensed Products licensed
hereunder and any products purchased by Licensee from
other authorized licensees of Licensor
(32) Cloth Diapers/Burp Cloths*
(33) Diaper Cloths*
Infant and Toddler Playwear (Windwear, Outerwear, Sweaters,
Leggings when sold as a set with Sweaters, and T-Shirts when
sold as coordinates with Swimwear are specifically excluded)
(34) Two Piece Set *
(35) Creepers *
(36) Overalls, Shortalls, Coveralls *
(37) Bibs sold individually
(38) Shirts *
(39) Coordinated Playwear Separates *
(40) Swim Diapers
(41) Terry Rompers
IN RESPECT OF THE LICENSED PROPERTY SET FORTH IN CATEGORY II OF
PARAGRAPH L(d) BELOW, THE LICENSED PRODUCTS SHALL BE AS FOLLOWS:
(42) Toddler Bedding
Licensed Products denoted with n*n shall be sold on an exclusive
basis. All other Licensed Products shall be sold on a non-exclusive
basis.
The use of direct embroidery is approved for Category I characters.
(d) "LICENSED PROPERTY":
(1) CATEGORY I: The fictional cartoon characters BABY BUGS BUNNY,
BABY LOLA BUNNY, BABY DAFFY DUCK, BABY SYLVESTER, BABY TWEETY, BABY
TASMANIAN DEVIL, BABY WILE E. COYOTE, BABY ROAD RUNNER AND BABY
MARVIN THE MARTIAN which constitute "BABY LOONEY TUNES", including
the names of said characters and all trademarks, copyrights,
environmental settings and artwork associated therewith. The
Licensed Property licensed hereunder shall be identified with
Licensor's BABY LOONEY TUNES mass market logo only. Licensee is
obtaining no rights hereunder in
3
<PAGE> 4
or to Licensor's upstairs market logo referred to as "BABY LOONEY
TUNES CLASSIC COLLECTION". Furthermore, unless otherwise set forth
below, specifically excluded here from are any other properties,
trademarks or copyrights of Licensor, including but not limited to
the cartoon characters referred to collectively as the "LOONEY
TUNES" characters, and Licensee acknowledges and agrees that it
shall enjoy no rights whatsoever hereunder with respect to such
-properties, trademarks, and copyrights, it being understood that
such properties, trademarks, and copyrights are and will continue to
be the subject of separate licensing agreements with licensees of
Licensor's choice. Without limiting the generality of the foregoing,
Licensee is obtaining no rights hereunder, unless otherwise
specifically set forth below, in or to the adult versions of BUGS
BUNNY, LOLA BUNNY, DAFFY DUCK, SYLVESTER, TWEETY, TASMANIAN DEVIL,
WILE E. COYOTE, ROAD RUNNER, AND MARVIN THE MARTIAN.
(2) CATEGORY II: Notwithstanding the foregoing, the fictional
cartoon characters BUGS BUNNY, LOLA BUNNY, DAFFY DUCK, SYLVESTER,
TWEETY, TASMANIAN DEVIL, WILE E. COYOTE, ROAD RUNNER, AND MARVIN THE
MARTIAN ONLY
(e) "MARKETING DATE": January 1, 1998
(f) "ROYALTY RATE":
(i) Eight Percent (8%) for the calendar year 1998;
(ii) Ten Percent (10%) for the calendar year 1999;
(iii) Twelve Percent (12%) for the calendar year 2000;
(iv) Four Percent (4%) on Closeouts (defined below) and on
Irregulars (defined below).
(g) "TERM": January l, 1998 through December 31, 2000.
(h) "TERRITORY": United States (fifty states), Puerto Rico, United
States Virgin Islands and United States Military Bases throughout
the world excluding Guam and Saipan.
(i) "CLOSEOUTS": shall mean first quality Licensed Products discounted
by twenty percent (20%) or more off the list price for such Licensed
Products for purpose of discontinuing sales of the Licensed Product.
Sales of Closeouts shall not exceed ten percent (10%) of all sales
of Licensed Products in any calendar quarter.
(j) "IRREGULARS": shall mean Licensed Products which contain approved
images and complete legal notices, but which contain slight defects
in the manufacture or printing of the product. Irregulars shall not
include any product
4
<PAGE> 5
which is dangerous or hazardous, contains unapproved image, or lacks
a complete legal notice. Sales of Irregulars shall not exceed five
percent (5%) of all sales of Licensed Products in any calendar
quarter.
(k) "APPROVED CLOSEOUTS AND IRREGULARS OUTLETS": Licensee may submit to
Licensor a listing of proposed closeout and irregular outlets which
Licensor will review and, if approved in writing, will be considered
approved outlets for any future sale of Closeouts and/or Irregulars.
Licensee will use its best efforts to prohibit the advertising of
Closeouts and/or Irregulars by the retailer or outlet purchasing
such products.
2. GRANT OF LICENSE:
(a) Subject to the restrictions, limitations, reservations and
conditions and Licensor's approval rights set forth in this
Agreement, Licensor hereby grants to Licensee and Licensee hereby
accepts for the Term of this Agreement, a license to utilize the
Category I and II Licensed Property and to create Artwork, subject
to Licensor's approval, solely on or in connection with the
manufacture, distribution and sale of the Licensed Products as
specified above for the ultimate retail sale to the public
throughout the Territory on an exclusive basis for Licensed Products
denoted with "*" and on a non-exclusive basis for Licensed Products
(3), (13), (14), (15), (16), (21), (27), (28), (31), (40), (41) and
(42).
(b) Without limiting any other approval rights of Licensor as contained
herein, no television commercials may be utilized under this
Agreement without the specific prior written approval of Licensor.
(c) Subject to the Grant of License set forth in Paragraph 2(a), it is
specifically agreed and understood between the parties hereto that
those characters set forth in Paragraph l(d) (i) Category I and l(d)
(ii) Category II above shall only be utilized in connection with the
respectively designated Licensed Products set forth above in
Paragraph l(c).
3. RESERVATION OF RIGHTS; PREMIUMS:
(a) Licensor reserves all rights not expressly conveyed to Licensee
hereunder, and Licensor may grant licenses to others to use the
Licensed Property, artwork and textual matter in connection with
other uses, services and products without limitation.
(b) Notwithstanding anything to the contrary stated herein, Licensor
specifically reserves the right, without limitation throughout the
world, to itself use, or
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license any third party(s) of its choice to use the Licensed
Property for the manufacture, distribution and sale of products
similar or identical to those licensed herein in Paragraph l(c)
above for sale through any catalogue(s) produced or distributed by
or on behalf of Licensor or its Affiliated Companies (defined
below), or for sale or distribution in any theaters or arenas, or
for sale or distribution in any retail stores operated by or on
behalf of Licensor, its Affiliated Companies or franchisees, or for
sale or distribution in any theme/amusement parks operated by or on
behalf of Licensor and its Affiliated Companies, including without
limitation, the Six Flags and Movie World parks. In addition,
Licensor reserves the right to allow Six Flags Corporation and Movie
World to manufacture (or have manufactured by a third party)
products similar or identical to those licensed herein for
distribution or sale in theme and/or amusement parks owned or
operated by both Six Flags Corporation and Movie World. Affiliated
Companies herein shall mean any company owned either directly or
indirectly by Time Warner, Inc. In addition, Licensor reserves the
right to use, or license others to use, and/or manufacture products
similar or identical to those licensed herein for use as Premiums,
excluding premiums which would be distributed though Licensee's
Channels of Distribution.
(c) Licensee specifically understands and agrees that no rights are
granted herein with respect to the Warner Bros. "shield" logo or
trademark, or any other trademark(s), logo(s) or copyrights owned by
Licensor other than those specifically set forth above in the
Licensed Property, it being understood that all rights in and to
said properties are reserved exclusively to Licensor for use and/or
licensing as it deems appropriate to third party(s) of its choice.
(d) Licensee understands and agrees that the rights granted herein are
limited only to the cartoon characters set forth above and that any
and all rights in, to or associated with the theatrical motion
picture entitled "SPACE JAM", as well as with any sequels thereto,
are specifically excluded here from, it being understood that all
rights in and to said property are reserved exclusively to Licensor
for use and/or licensing as it deems appropriate to third parties of
its choice.
(e) Licensee agrees that it will not use, or knowingly permit the use
of, and will exercise due care that its customers likewise will
refrain from the use of, the Licensed Products as a premium, except
with the prior written consent of Licensor. Subject to Licensor's
prior written approval as aforesaid, Licensee shall pay to Licensor
a sum equal to TWELVE PERCENT (12%) of all premium sales. For
purposes of this paragraph, the term
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"premium" shall be defined as products offered to the public in
conjunction with the sale or promotion of a product or service,
including but not necessarily limited to, combination "ales, free or
self-liquidating items offered to the public in conjunction with the
sale or promotion of a product or service, programs designed to
build traffic or continuity visits by the consumer/customer, or any
similar scheme or device, the prime intent of which i. to use the
Licensed Products in such a way as to promote, publicize and or sell
the products, services or business image of the user of such item.
Premium shall not include placement of discount coupons or similar
types of rebate or discount offers on other Licensee products
("Cross-couponing"). All instances of Crosscouponing and all artwork
in relation thereto shall be subject to Licensor's prior written
approval.
4. CONSIDERATION
(a) The Guaranteed Consideration paid by Licensee as set forth above
shall be applied against such royalties as are, or have become, due
to Licensor. No part of such Guaranteed Consideration shall be
repayable to Licensee. Royalties earned in excess of the Guaranteed
Consideration applicable to the Term hereof shall not offset any
Guaranteed Consideration required in respect of the succeeding
renewal term (if any); likewise, royalties earned in excess of the
Guaranteed Consideration applicable to the renewal term (if any)
shall not offset any Guaranteed Consideration applicable to any
prior term.
(b) Royalty Payments: Licensee shall pay to Licensor a sum equal to the
Royalty Rate as set forth above of all net sales by Licensee of the
Licensed Product(s) covered by this Agreement. The term "net sales"
herein shall mean the wholesale list price less actual quantity and
placement discounts and actual returns, but no deductions shall be
made for uncollectible accounts and deductions for actual returns
may not exceed 5% of total sales. No costs incurred in the
manufacture, sale, distribution, advertisement, or exploitation of
the Licensed Product(s) shall be deducted from any royalties payable
by Licensee.
(c) For sales of Closeouts and Irregulars-at or below 2,500 units,
Licensee may directly sell such Closeouts and/or Irregulars to
Approved Closeouts and Irregulars Outlets. For sales of Closeouts
and/or Irregulars in excess of 2,500 units, prior to offering such
Closeouts and/or Irregulars, Licensee shall give notice to Licensor
of its intent to offer Closeouts and/or Irregulars, the Licensed
Products to be sold as Closeouts or Irregulars, the quantity
available, the nature of the irregularity,
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<PAGE> 8
a representative sample of the Closeouts and/or Irregulars and the
price they are to be offered at. Licensor shall have ten (10)
business days to give Licensee notice of its election to purchase
some or all of the Closeouts and/or Irregulars. If Licensor does not
purchase all of the Closeouts and/or Irregulars specified in the
notice, Licensee shall further notify Licensor of the retailer or
other outlets which will be offered the Closeouts and/or Irregulars.
If, within five (5) business days of such further notice, Licensor
objects to any particular retailer or outlet and provides a good
faith basis for such objection, Licensee shall not offer such
Closeouts and/or Irregulars to such retailer or outlet.
(d) Royalties shall be payable quarterly with the periodic statements
required in Paragraph 5 hereof, except to the extent offset by
Guaranteed Consideration theretofore remitted.
5. PERIODIC STATEMENTS:
(a) Within thirty days after the initial shipment of the Licensed
Products and promptly on the 15th day of every month thereafter
commencing, Licensee shall furnish to Licensor complete and accurate
statements certified to be accurate by Licensee showing with respect
to all Licensed Product(s) distributed and sold by Licensee during
the preceding calendar month the: (i) number by SKU number; (ii)
wholesale list price; (iii) quantity and placement discounts and
(iv) net sales price, together with any returns made during the
preceding calendar month. Such statements shall be furnished to
Licensor whether or not any of the Licensed Product(s) have been
sold during calendar months to which such statements refer. Receipt
or acceptance by Licensor of any of the statements furnished
pursuant to this Agreement or of any sums paid hereunder shall not
preclude Licensor from questioning the correctness thereof at any
time, and in the event that any inconsistencies or mistakes are
discovered in such statements or payments, they shall immediately be
rectified and the appropriate payments made by Licensee. On a
quarterly basis, concurrent with the furnishing of the statements
described above, Licensee shall make payment of royalties and
provide such information on Licensed Product sales on a character by
character basis as in then readily available to Licensee in such
form as Licensee compiles for its own use. Upon demand of Licensor,
Licensee shall, but not more than once in any TWELVE (12) month
period, furnish to Licensor a detailed statement by an officer of
Licensee showing: (i) number by SKU number; (ii) wholesale list
price; (iii) quantity and placement discounts; and (iv) net sales
price of the Licensed Product(s) covered by this Agreement
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<PAGE> 9
distributed and/or "old by Licensee up to and including the date
upon which Licensor has made such demand.
(b) The statements and payments required hereunder shall be delivered
to:
WARNER BR0S. CONSUMER PRODUCTS
4000 Warner Boulevard
Bridge Building, 4th Floor
Burbank, CA 91522
Attention: Accounting Manager, Domestic Accounting
(c) Any payments which are made to Licensor hereunder after the due date
required therefore, shall bear interest at the then current prime
rate plus four (4) percent (or the maximum rate permissible by law,
if less than the current prime rate) from the date such payments are
due to the date of payment. Licensor's right hereunder to interest
on late payments shall not preclude Licensor from exercising any of
its other rights or remedies pursuant to this Agreement or otherwise
with regard to Licensee's failure to make timely remittances.
(d) Licensee agrees to provide, at Licensor's request: (i) a letter of
credit issued in favor of Licensor from a financial institution as
approved by Licensor in an amount up to the Guaranteed
Consideration; and/or (ii) such other form of security acceptable to
Licensor. Licensee agrees to execute all documentation as Licensor
may require in connection with perfecting such security interests.
6. B00KS AND RECORDS:
(a) Licensee shall keep, maintain and preserve (in Licensee's principal
place of business) for at least two (2) years following termination
or expiration of the Term of this Agreement or any renewal(s) hereof
(if applicable), complete and accurate records of accounts
including, without limitation, purchase order, inventory records,
invoices, correspondence, banking and financial and other records
pertaining to the various items required to be submitted by Licensee
as well as to ensure Licensee's compliance with local laws as
required pursuant to Paragraph 13(k) hereof. However in no event
will the foregoing be interpreted to require Licensee to keep any
records for longer than its normal retention period, which is four
years from the end of the calendar year to which such records
pertain. Such records and accounts shall be available for inspection
and audit at any time or times during or after the Term of this
Agreement or any renewal(s) hereof (if applicable) during reasonable
business hours and upon reasonable notice by Licensor or its
nominees and at Licensor's expense, subject to Paragraph 6(c)
hereof. Licensee
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agrees not to cause or permit any interference with Licensor or
nominees of Licensor in the performance of their duties. During such
inspections and audits, Licensor shall have the right to take
extracts and/or make copies of Licensee's records which are related
to the statements and/or Licensed Products, as it deems necessary.
(b) The exercise by Licensor in whole or in part, at any time of the
right to audit records and accounts or of any other right herein
granted, or the acceptance by Licensor of any statement or
statements or the receipt and/or deposit by Licensor, of any payment
tendered by or on behalf of Licensee shall be without prejudice to
any rights or remedies of Licensor and such acceptance, receipt
and/or deposit shall not preclude or prevent Licensor from
thereafter disputing the accuracy of any such statement or payment,
except that any objection to the accuracy of any statement or
payment shall be made within two (2) years following termination or
expiration of the Term of this Agreement or any renewal(s) hereof
(if applicable).
(c) If pursuant to its right hereunder Licensor causes an audit and
inspection to be instituted which thereafter discloses a deficiency
between the amount found to be due to Licensor and the amount
actually received or credited to Licensor, then Licensee shall, upon
Licensor's demand, promptly pay the deficiency, together with
interest thereon at the then current prime rate from the date such
amount became due until the date of payment, and, if the deficiency
is more than 3% of all royalties paid by Licensee during the period
covered by the audit, then Licensee shall pay the reasonable costs
and expenses of such audit and inspection. If an audit discloses an
overpayment to Licensor by Licensee, then Licensor shall remit the
amount of such overpayment to Licensee within sixty (60) days of
conclusive agreement that such overpayment occurred.
(d) Licensee understands and agrees that Licensor shall have access to
Licensee's sell-through information, with respect to the Licensed
Products, pertaining to various retail customers (e.g. Wal*Mart, JC
Penney) (the "Sell Through System"). Licensor agrees to keep
confidential all information obtained by Licensor through the Sell
Through Systems except: (i) to the extent necessary to comply with a
law or the valid order of a court of competent jurisdiction, in
which event the party making such disclosure shall so notify the
other and shall seek confidential treatment of such information;
(ii) as part of normal reporting or review procedure to the
respective parties' boards of directors, parent company, auditors
and attorneys who agree to be bound by the provisions of this
subparagraph; (iii) in order to
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enforce its rights or perform its obligations under this Agreement;
or (iv) when discussing the sale of Licensed Products with the
applicable retail customer in an effort to improve business results.
7. INDEMNIFICATIONS:
(a) During the Term, and continuing after the expiration or termination
of this Agreement, Licensor shall indemnify Licensee and shall hold
it harmless from any loss, liability, damage, cost or expense,
arising out of any claims or suits which may be brought or made
against Licensee by reason of the breach by Licensor of the
warranties or representations as set forth in Paragraph 12 hereof,
provided that Licensee shall give prompt written notice, and full
cooperation and assistance to Licensor relative to any such claim or
suit and provided, further, that Licensor shall have the option to
undertake and conduct the defense of any suit so brought. Licensee
shall not, however, be entitled to recover for lost profits.
Licensee shall cooperate fully in all respects with Licensor in the
conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination
of this Agreement, Licensee shall indemnify Licensor and shall hold
it harmless from any loss, liability, damage, cost or expense
arising out of any claims or suits which may be brought or made
against Licensor by reason of: (i) any breach of Licensee's
covenants and undertakings hereunder; (ii) any unauthorized use by
Licensee of the Licensed Property; (iii) any use of any trademark,
copyright, design, patent, process, method or device, except for
those uses of the Licensed Property that are specifically approved
by Licensor pursuant to the terms of this Agreement; (iv) Licensee's
non-compliance with any applicable federal, state or local laws or
with any other applicable regulations; and (v) any alleged defects
and/or inherent dangers (whether obvious or hidden) in the Licensed
Products or the use thereof.
(c) With regard to 7(b)(v) above, Licensee agrees to obtain, at its own
expense, product liability insurance providing adequate protection
for Licensor and Licensee against any such claims or suits in
amounts no less than three million dollars ($3,000,000) per
occurrence, combined single limits. Simultaneously with the
execution of this Agreement, Licensee undertakes to submit to
Licensor a fully paid policy or certificate of insurance naming
Licensor as an additional insured party and, requiring that the
insurer shall not terminate or materially modify such policy or
certificate of insurance without written notice to Licensor at least
twenty (20) days in advance thereof. Such insurance and
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the delivery of the policy or certificate are material obligations
of Licensee.
8. ARTWORK; COPYRIGHT AND TRADEMARK NOTICES:
(a) The Licensed Property shall be displayed or used only in such form
and in such manner as has been specifically approved in writing by
Licensor in advance and Licensee undertakes to assure usage of the
trademark(s) and character(s) solely as approved hereunder. Licensee
further agrees and acknowledges that any and all Artwork (defined
below) created, utilized, approved and/or authorized for use
hereunder by Licensor in connection with the Licensed Products or
which otherwise features or include. the Licensed Property shall be
owned in its entirety exclusively by Licensor. "Artwork" refers to
incorporating Category I and Category II Licensed Property and shall
include, without limitation, all pictorial, graphic, visual, audio,
audio-visual, digital, literary, animated, artistic, dramatic,
sculptural, musical or any other type of creations and applications,
whether finished or not, including, but not limited to, animation,
drawings, designs, sketches, images, illustrations, film, video,
electronic, digitized or computerized information, software, object
code, source code, on-line elements, music, text, dialogue, stories,
visuals, effects, scripts, voiceovers, logos, one-sheets,
promotional pieces, packaging, display materials, printed materials,
photographs, interstitials, notes, shot logs, character profiles and
translations, produced by Licensee or for Licensee, pursuant to this
Agreement. Licensor reserves for itself or its designees all rights
to use any and all Artwork created, utilized and/or approved
hereunder without limitation.
(b) Licensee acknowledges that, as between Licensor and Licensee, the
Licensed Property and Artwork and all other depictions expressions
and derivations thereof, and all copyrights, trademarks and other
proprietary rights therein are owned exclusively by Licensor and
Licensee shall have no interest in or claim thereto, except for the
limited right to use the same pursuant to this Agreement and subject
to its terms and conditions.
Licensee agrees and acknowledges that any Artwork created by
Licensee or for Licensee hereunder is a "work made for hire" for
Licensor under the U.S. Copyright Act, and any and all similar
provisions of law under other Jurisdictions, and that Licensor is
the author of such work. for all purposes, and that Licensor is the
exclusive owner of all the rights comprised in the undivided
copyright and all renewals, extensions and reversions therein, in
and to such works in perpetuity and throughout the universe.
Licensee hereby waives and
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releases in favor of Licensor all rights (if any) of "droit moral,"
rental rights and similar rights in and to the Artwork (the
"Intangible Rights") and agrees that Licensor shall have the right
to revise, condense, abridge, expand, adapt, change, modify, add to,
subtract from, re-title, re-draw, re-color, or otherwise modify the
Artwork, without the consent of Licensee. Licensee hereby
irrevocably grants, transfers and assigns to Licensor all right,
title and interest, including copyrights, trademark rights, patent
rights and other proprietary rights, it may have in and to the
Artwork, in perpetuity and throughout the universe, and to all
proprietary depictions, expressions or derivations of the Licensed
Property created by or for Licensee. Licensee acknowledges that
Licensor shall have the right to terminate this Agreement in the
event Licensee asserts any rights (other than those specifically
granted pursuant to this Agreement) in or to the Licensed Property
or Artwork.
Licensee hereby warrants that any and all work created by Licensee
under this Agreement apart from the materials provided to Licensee
by Licensor is and shall be wholly original with or fully cleared by
Licensee and shall not copy or otherwise infringe the rights of any
third parties, and Licensee hereby indemnifies Licensor and will
hold Licensor harmless from any such claim of infringement or
otherwise involving Licensee's performance hereunder. At the request
of Licensor, Licensee shall execute such form(s) of assignment of
copyright or other papers as Licensor may reasonably request in
order to confirm and vest in Licensor the rights in the properties
as provided for herein. In addition, Licensee hereby appoints
Licensor as Licensee's Attorney-in-Fact to take such actions and to
make, sign, execute, acknowledge and deliver all such documents as
may from time to time be necessary to confirm in Licensor, its
successors and assigns, all rights granted herein. If any third
party makes or has made any contribution to the creation of Artwork
authorized for use hereunder, Licensee agrees to obtain from such
party a full confirmation and assignment of rights so that the
foregoing rights shall vest fully in Licensor, in the form of the
Contributor's Agreement attached hereto as Exhibit 2 and by this
reference made a part hereof, prior to commencing work, ensuring
that all rights in the Artwork and Licensed Property arise in and
are assigned to Licensor. Promptly upon entering into each such
Agreement, Licensee shall give Licensor a copy of such Agreement.
Licensee assumes all responsibility for such parties and agrees that
Licensee shall bear any and all risks arising out of or relating to
the performance of services by them and to the fulfillment of their
obligations under the Contributor's Agreement.
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Upon expiration of termination of this Agreement for any reason, or
upon demand by Licensor at any time, Licensee shall promptly deliver
to Licensor all Artwork or Licensed Property, whether finished or
not, including drawings, drafts, sketches, illustrations, screens,
data, digital files and information, copies or other items,
information or things created in the course of preparing the
Licensed Property and all materials provided to Licensee by Licensor
hereunder, or, at Licensor's option and instruction, shall destroy
some or all of the foregoing and shall confirm to Licensor in
writing that Licensee has done so. Licensee shall not use such
Artwork or Licensed Property, items, information or things,
material, for any purpose other than is permitted under this
Agreement.
(c) Licensee shall, within thirty (30) days of receiving an invoice for
a charge that Licensee has previously approved in writing, pay
Licensor for artwork executed for Licensee by Licensor (or by third
parties under contract to Licensor) for use in the development of
the Licensed Products and any related packaging, display and
promotional materials at Licensor's prevailing commercial art rates.
The foregoing shall include any artwork that, in Licensor's opinion
and subject to Licensee's written approval, is necessary to modify
artwork initially prepared by Licensee and submitted for approval.
Estimates of artwork charges are available upon request.
(d) Licensee shall cause to be imprinted, irremovably and legibly on
each Licensed Products manufactured, distributed or sold under this
Agreement, and all advertising, promotional, packaging and wrapping
material wherein the Licensed Property appears, the following
copyright and/or trademark notice(s):
CATEGORY I:
BABY LOONEY TUNES, CHARACTERS, NAMES, AND ALL RELATED INDICIA
ARE TRADEMARKS OF WARNER BROS., A TIME WARNER ENTERTAINMENT
COMPANY L.P. (C) 19 __.
CATEGORY II:
LOONEY TUNES, CHARACTERS, NAMES, AND ALL RELATED INDICIA ARE
TRADEMARKS OF WARNER BROS., A TIME WARNER ENTERTAINMENT
COMPANY L.P. (C) L9 __.
The year date shall be as instructed by Licensor.
(e) In no event shall Licensee use, in respect to the Licensed Products
and/or in relation to any advertising, promotional, packaging or
wrapping material, any copyright or trademark notices which shall
conflict
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with, be confusing with, or negate, any notices required hereunder
by Licensor in respect to the Licensed Property.
(f) Licensee agrees to deliver to Licensor free of cost six (6) of each
of the Licensed Products together with their packaging and wrapping
material for trademark registration purposes in compliance with
applicable laws, simultaneously upon distribution to the public. Any
copyrights or trademarks with respect to the Licensed Products shall
be procured by and for the benefit of Licensor and at Licensor's
expense. Licensee further agrees to provide Licensor with the date
of the first use of the Licensed Products in interstate and
intrastate commerce.
(g) Licensee shall assist Licensor, at Licensor's expense, in the
procurement, protection, and maintenance of Licensor's rights to the
Licensed Property. Licensor may, in its sole discretion, commence or
prosecute and effect the disposition of any claims or suits relative
to the imitation, infringement and/or unauthorized use of the
Licensed Property either in its own name, or in the name of
Licensee, or join Licensee as a party in the prosecution of such
claims or suits. Licensee agrees to cooperate fully with Licensor in
connection with any such claims or suits and undertakes to furnish
full assistance to Licensor in the conduct of all proceedings in
regard thereto. Licensee shall promptly notify Licensor in writing
of any infringements or imitations or unauthorized uses by others of
the Licensed Property, on or in relation to products identical to
similar to or related to the Licensed Products. Licensor shall in
its sole discretion have the right to settle or effect compromises
in respect thereof. Licensee shall not institute any suit or take
any action on account of such infringements, imitations or
unauthorized uses.
9. APPROVALS AND QUALITY CONTROLS:
(a) Licensee agrees to comply and maintain compliance with the
reasonable quality standards and specifications of Licensor as they
are required of other licensees in respect to all usage of the
Licensed Property on or in relation to the Licensed Product(s)
throughout the Term of this Agreement and any renewals or extensions
thereof. Licensee agrees to furnish to Licensor free of cost for its
written approval as to aesthetic quality and style, samples of each
of the Licensed Product(s), together with their packaging, hangtags,
and wrapping material, as follows in the successive stages indicated
(a) rough sketches/layout concepts; (b) finished artwork or final
proofs; (c) pre-production samples or strike- offs; (d) finished
products, including packaged samples. Finished Products will be
deemed approved if they
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conform in all material respects to the approved pre-production
sample or "strike-off. Licensor will not withhold approval of a
product based on its construction or materials unless the
construction or materials impairs the aesthetic appearance of the
product or is otherwise not in conformity with the general quality
of Licensee's products.
(b) No Licensed Products and no material utilizing the Licensed Property
shall be manufactured, sold, distributed or promoted by Licensee
without prior written approval. Licensee may, subject to Licensor's
prior written approval, use textual and/or pictorial matter
pertaining to the Licensed Property on such promotional, display and
advertising material as may, in its reasonable judgment, promote the
sale of the Licensed Products. All advertising and promotional
material relating to the Licensed Products must be submitted to the
Licensor for its written approval at the following stages
appropriate to the medium used: (i) rough concepts; (ii) layout,
storyboard, script; and (iii) finished materials.
(c) Approval or disapproval shall lie in Licensor's sole discretion.
Licensee shall submit all materials for approval to Karen Weiss or
such other person as Licensor may form time to time identify. If
Licensee has not received a response on any submission within ten
(10) business days, Licensee may notify Ms. Weiss or her designated
successor by facsimile, receipt of which must be confirmed in
writing, and Licensor will then have three (3) business days to
approve, disapprove or otherwise comment upon the submission.
Failure to respond within three (3) business days after
acknowledging receipt of the facsimile notice shall deem the
submission approved. Any Licensed Products not so approved shall be
deemed unlicensed and shall not be manufactured or sold. If any
unapproved Licensed Products are being sold, Licensor may, together
with other remedies available to it including, but not limited to,
immediate termination of this Agreement, require such Licensed
Products to be immediately withdrawn from the market and to be
destroyed, such destruction to be attested to in a certificate
signed by an officer of Licensee.
(d) Any modification of a Licensed Product which relates to the Artwork
applied to the Licensed Product or results in a material deviation
in the standards or quality of a Licensed Product must be submitted
in advance for Licensor's written approval as if it were a new
Licensed Product. Approval of a Licensed Product which uses
particular artwork does not imply approval of such artwork for use
with a different Licensed Product.
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(e) Licensed Products must conform in all material respects to the final
production samples approved by Licensor. If in Licensor's reasonable
judgment, the quality of a Licensed Product originally approved has
deteriorated in later production runs, or if a Licensed Product has
otherwise been altered, Licensor and Licensee agree to negotiate in
good faith regarding the disposition of such Licensed Products,
which disposition may, in addition to other remedies, require that
such Licensed Product be immediately withdrawn from the market.
(f) Licensee shall permit Licensor to inspect Licensee's manufacturing
operations, testing and payroll records (including those operations
and records of any supplier or manufacturer approved pursuant to
Paragraph lO(b) below) with respect to the Licensed Products.
(g) If any changes or modifications are required to be made to any
material submitted to Licensor for its written approval in order to
ensure compliance with Licensor's specifications or standards of
quality, Licensee agrees promptly to make such changes or
modifications.
(h) Subsequent to final approval, no fewer than twelve (12) production
samples of Licensed Products will be sent to Licensor to ensure
quality control simultaneously upon distribution to the public. In
addition, Licensee shall provide Licensor with six (6) catalogs
which display all of Licensee's products, not just the Licensed
Products. Further, Licensor shall have the right to purchase any and
all Licensed Products in any quantity at the maximum discount price
Licensee charges its best customer in a similar circumstance.
(i) To avoid confusion of the public, Licensee agrees not to associate
other characters or properties with the Licensed Property on the
Licensed Products or in any packaging, promotional or display
materials unless Licensee receives Licensor's prior written
approval. Furthermore, Licensee agrees not to use the Licensed
Property (or any component thereof) on any business sign, business
cards, stationery or forms, nor as part of the name of Licensee's
business or any division thereof. The following licensed properties
are hereby deemed approved for use of Licensed Products for purposes
of this paragraph: the Cotton seal; 3M - Scotchguard; Curity;
Gerber.
(j) Licensee shall use its best efforts to notify its customers of the
requirement that Licensor has the right to approve all promotional,
display and advertising material pursuant to this Agreement.
Notwithstanding the foregoing, Licensee shall not be responsible for
any customers failure to obtain any required approval.
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(k) It is understood and agreed that any animation used in electronic
media, including but not limited to animation for television
commercials and character voices for radio commercials, shall be
produced by Warner Bros. Animation pursuant to a separate agreement
between Licensee and Warner Bros. Animation, subject to Warner Bros.
Animation customary rates. Any payment made to Warner Bros.
Animation for such animation shall be in addition to and shall not
offset the Guaranteed Consideration set forth in Paragraph 1(b).
(l) Licensor's approval of Licensed Products (including without
limitation, the Licensed Products themselves as well as promotional,
display, and advertising materials) shall in no way constitute or be
construed as an approval by Licensor of Licensee's use of any
trademark, copyright and/or other proprietary materials, not owned
by Licensor.
10. DISTRIBUTION; SUB-LICENSE MANUFACTURE:
(a) Within the Channels of Distribution set forth in Paragraph l(a)
hereof, Licensee shall sell the Licensed Products either to jobbers,
wholesalers, distributors or retailers for sale or resale and
distribution directly to the public. Unless explicitly set forth in
Paragraph 1(a) hereof, Licensee shall not sell the Licensed Products
through any cable home shopping service or through electronic media,
including on any on-line network or service. If Licensee sells or
distributes the Licensed Products at a special price, directly or
indirectly, to itself, including without limitation, any subsidiary
of Licensee or to any other person, firm, or corporation affiliated
with Licensee or its officers, directors or major stockholders, for
ultimate sale to unrelated third parties, Licensee shall pay
royalties upon the actual sale of the Licensed Product to an
unrelated third party.
(b) Licensee shall not be entitled to sub-license any of its rights
under this Agreement. In the event Licensee is not the manufacturer
of the Licensed Products, Licensee shall, subject to the prior
written approval of Licensor, which approval shall not be
unreasonably withheld, be entitled to utilize a third party
manufacturer in connection with the manufacture and production of
the Licensed Products, provided that such manufacturer shall execute
a letter in the form of Exhibit 1 attached hereto and by this
reference made a part hereof. In such event, Licensee shall remain
primarily obligated under all of the provisions of this Agreement
and any default of this Agreement by such manufacturer shall be
deemed a default by Licensee hereunder. In no event shall any such
third party manufacturer agreement include the right to grant any
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rights to subcontractors.
11. GOOD WILL: Licensee recognizes the great value of the publicity and good
will associated with the Licensed Property and acknowledges: (i) such good
will is exclusively that of Licensor; and (ii) that the Licensed Property
has acquired a secondary meaning as Licensor's trademarks and/or
identifications in the mind of the purchasing public. Licensee further
recognizes and acknowledges that a breach by Licensee of any of its
covenants, agreements or undertakings hereunder will cause Licensor
irreparable damage, which cannot be readily remedied in damages in an
action at law, and may, in addition thereto, constitute an infringement of
Licensor's copyrights, trademarks and/other proprietary rights in, and to
the Licensed Property, thereby entitling Licensor to equitable remedies,
and costs.
12. LICENS0R'S WARRANTIES AND REPRESENTATIONS: Licensor represents and
warrants to Licensee that:
(a) It has, and will have throughout the Term of this Agreement, the
right to license the Licensed Property to Licensee in accordance
with the terms and provisions of this Agreement; and
(b) The making of this Agreement by Licensor does not violate any
agreements, rights or obligations of any person, firm or
corporation.
13. LICENSEE'S WARRANTIES AND REPRESENTATIONS: Licensee represents and
warrants to Licensor that, during the Term and thereafter:
(a) It will not attack the title of Licensor (or third parties that have
granted rights to Licensor) in and to the Licensed Property or any
copyright or trademarks pertaining thereto, nor will it attack the
validity of the license granted hereunder;
(b) It will not harm, misuse or bring into disrepute the Licensed
Property, but on the contrary, will maintain the value and
reputation thereof to the best of its ability;
(c) It will manufacture, sell, promote and distribute the Licensed
Products in an ethical manner and in accordance with the terms and
intent of this Agreement, and in compliance with all applicable
government regulations and industry standards;
(d) It will not create any expenses chargeable to Licensor without the
prior written approval of Licensor in each and every instance. It
will not cause or allow any liens or encumbrances to be placed
against the Licensed Property;
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(e) It will protect to the best of its ability its right to manufacture,
sell, promote, and distribute the Licensed Products hereunder;
(f) It will at all times comply with all government laws and
regulations, including but not limited to product safety, food,
health, drug, cosmetic, sanitary or other similar laws, and all
voluntary industry standards relating or pertaining to the
manufacture, sale, advertising or use of the Licensed Products, and
shall maintain its appropriate customary high quality standards
during the Term hereof. It shall comply with any laws or regulations
of regulatory agencies which shall have jurisdiction over the
Licensed Products and shall procure and maintain in force any and
all permissions, certifications and/or other authorizations from
governmental and/or other official authorities that may be required
in response thereto. Each Licensed Product and component thereof
distributed hereunder shall comply with all applicable laws,
regulations and voluntary industry standards. Licensee shall follow
reasonable and proper procedures for testing that all Licensed
Products comply with such laws, regulations and standards. Licensee
shall permit Licensor or its designees to inspect testing records
and procedures with respect to the Licensed Products for compliance.
Licensed Products that do not comply with all applicable laws,
regulations and standards shall automatically be deemed unapproved
and immediately taken off the market;
(g) It shall, upon Licensor's request, provide credit information to
Licensor including, but not limited to, fiscal year-end financial
statements (profit-and-loss statement and balance sheet) and
operating statements, all of which will be satisfied by submission
to Licensor of Licensee's annual report;
(h) It will provide Licensor with the date(s) of first use of the
Licensed Products in interstate and intrastate commerce, where
appropriate;
(i) It will, pursuant to Licensor's instructions and at Licensor's
expense, duly take any and all necessary steps to secure execution
of all necessary documentation for the recordation of itself as user
of the Licensed Property in any jurisdiction where this is required
or where Licensor reasonably requests that such recordation shall be
effected. Licensee further agrees that it will at its own expense
cooperate with Licensor in cancellation of any such recordation at
the expiration of this Agreement or upon termination of Licensee's
right to use the Licensed Property. Licensee hereby appoints
Licensor its Attorney-in-Fact for such purpose;
(j) It will not deliver or sell Licensed Products outside
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the Territory or knowingly sell Licensed Products to a third party
for delivery outside the Territory;
(k) It will not use any labor that violates any local labor laws,
including all wage and hour laws, laws against discrimination and
that it will not use prison, slave or child labor in connection with
the manufacture of the Licensed Products;
(l) It shall at all times comply with all manufacturing, sales,
distribution, retail and marketing policies and strategies
promulgated by Licensor from time-to-time; and
(m) It will utilize specific design elements of the Licensed Property
provided to Licensee by Licensor on hangtags, labels, and other
materials.
14. TERMINATION:
(a) By Licensor: Licensor shall have the right to terminate this
Agreement without prejudice to any rights which it may have, whether
pursuant to the provisions of this Agreement, or otherwise in law,
or in equity, or otherwise, upon the occurrence of any one or more
of the following events (herein called "defaults"):
(i) Licensee materially defaults in the performance of any of its
obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to
maintain in full force and effect the insurance referred to in
Paragraph 7(c) hereof; or
(iii) Licensee shall fail to make any payments due hereunder on the
date due; or
(iv) Licensee shall fail to deliver any of the statements required
herein or to give access to the premises and/or license
records pursuant to the provisions hereof to Licensor's
authorized representatives for the purposes permitted
hereunder; or
(v) Licensee shall fail to comply with any laws, regulations or
voluntary industry standards as provided in Paragraph 13(f) or
if any governmental agency or other body, office or official
vested with appropriate authority finds that the Licensed
Products are harmful or defective in any way, manner or form,
or are being manufactured, sold or distributed in
contravention of applicable laws, regulations or
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standards, or in a manner likely to cause harm; or
(vi) Licensee shall be unable to pay its debts when due, or shall
make any assignment for the benefit of creditors, or shall
file any petition under the bankruptcy or insolvency laws of
any jurisdiction, county or place, or shall have or suffer a
receiver- or trustee to be appointed for its business or
property, or be adjudicated a bankrupt or an insolvent; or
(vii) Licensee does not commence in good faith to manufacture,
distribute and sell each of the Licensed Products and utilize
each character set forth in the Licensed Property
("Character") throughout the Territory on or before the
Marketing Date and thereafter fails to diligently and
continuously manufacture, distribute and sell each of the
Licensed Products and utilize each Character throughout the
Territory. Such default and Licensor's resultant right of
termination (or recapture) shall only apply to the specific
Character(s) and/or the specific Licensed Products, which or
wherein Licensee fails to meet said Marketing Date
requirement. However, Licensee may cure such default as
follows: upon receipt of notice from Licensor that Licensee
has failed to manufacture, distribute and sell any Licensed
Product, within thirty days, Licensee shall submit to Licensor
a marketing plan for the manufacture, distribution and sale of
such product which shall provide for the product to be
manufactured, distributed and sold in a timely fashion in
accord with industry norms. If Licensee fails to provide such
marketing plan or thereafter fails to materially meet the
provisions of such plan, Licensor shall recapture all rights
to the specific Licensed Product(s), which or wherein Licensee
failed to meet the requirements of this paragraph; or
(viii)Licensee shall manufacture, sell or distribute, whichever
first occurs, any of the Licensed Products without the prior
written approval of Licensor as provided in Paragraph 9
hereof; or
(ix) Licensee undergoes a substantial change of management or
control. A substantial change of control is a nonpublic
offering sale of over 50% of the stock or assets of Licensee
to a person(s) not a member of the current senior management
or an entity(s) not controlled by either Citicorp Venture
Capital or its
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<PAGE> 23
affiliates or by one or more members of the current senior
management of Gerber Childrenswear, Inc. The sale of stock
through a public offering will not be considered a
"substantial change of control"; or (s) A manufacturer
approved pursuant to Paragraph lO(b) hereof shall sell
Licensed Products to parties other than Licensee or engage in
conduct, which conduct if engaged in by Licensee would entitle
Licensor to terminate this Agreement; or
(x) Licensee delivers or sells Licensed Products outside the
Territory or knowingly sells Licensed Products to parties
other than Licensee or engage in conduct, which conduct if
engaged in by Licensee would entitle Licensor to terminate
this Agreement; or
(xi) Licensee delivers or sells Licensed Products outside the
Territory or knowingly sells Licensed Products to a third
party who Licensee knows intends to, or who Licensee
reasonably should suspect intends to, sell or deliver such
Licensed Products outside the Territory; or
(xii) Licensee uses any labor that violates any local labor laws
and/or it uses prison, slave or child labor in connection with
the manufacture of the Licensed Products; or
(xiii)Licensee has made a material misrepresentation or has omitted
to state a material fact necessary to make the statements not
misleading; or
(xiv) Licensee shall breach any other agreement in effect between
Licensee on the one hand and Licensor on the other.
(b) In the event any of these defaults occur, Licensor shall give notice
of termination in writing to Licensee by facsimile and certified
mail. Licensee shall have twenty (20) days from the date of giving
notice in which to correct any of these defaults (except any
defaults based on non-payment of monies to Licensor, which must be
cured within ten (10) days and defaults base on subdivisions (vii),
(viii), (xi) and (xiii) above which are not curable), and failing
such, this Agreement shall thereupon immediately terminate, and any
and all payments then or later due from Licensee hereunder
(including Guaranteed Consideration) shall then be promptly due and
payable in full and no portion of those prior payments shall be
repayable to Licensee.
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(c) BY LICENSEE: Licensee shall have the same right(s) to termination of
this Agreement as provided to Licensor under this paragraph 14, upon
the occurrence of any one or more of the following events (herein
called "defaults" ):
i) If Licensor materially defaults in the performance of any of
its obligations provided for in this Agreement; or
ii) If Licensor shall be unable to pay its debts when due, or
shall make any assignment for the benefit of creditors, or
shall file any petition under the bankruptcy or insolvency
laws of any jurisdiction, county or place, or shall have or
suffer a receiver or trustee to be appointed for its business
or property, or be adjudicated a bankrupt or an insolvent; or
iii) If WBCP shall breach any other agreement in effect between it
and Licensee.
(d) In the event any of these defaults occur, Licensee shall give notice
of termination in writing to Licensor by certified mail. The
Licensor shall have twenty (20) days from the date of giving notice
in which to correct any of these defaults, and failing such,
Licensee shall have the option to immediately terminate this
Agreement, in which event Licensee's obligation to make any further
payments of Guaranteed Consideration provided for in this Agreement
shall also terminate and Licensee's rights shall thereafter be as
set forth in Paragraph 15 hereof.
15. FINAL STATEMENT UPON TERMINATION OR EXPIRATION: Licensee shall deliver, as
soon as practicable, but not later than thirty (30) days following
expiration or termination of this Agreement, a statement indicating the
number and description of Licensed Products on hand together with a
description of all advertising and promotional materials relating thereto.
Following expiration or termination of this Agreement, Licensee shall
immediately cease any and all manufacturing of the Licensed Product.
However, if Licensee has complied with all the terms of this Agreement,
including, but not limited to, complete and timely payment of the
Guaranteed Consideration and Royalty Payments, then Licensee may continue
to distribute and sell its remaining inventory on a non-exclusive basis
for a period not to exceed one hundred eighty (180) days following such
termination or expiration (the "Sell-Off Period"), subject to payment of
applicable royalties thereto. In no event, however, may Licensee
distribute and sell during the Sell-Off Period an amount of Licensed
Products that exceeds the average amount of Licensed Products sold during
any consecutive one hundred eighty (180) day period during the Term. In
the event this Agreement is
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<PAGE> 25
terminated by Licensor for any reason under this Agreement, Licensee "hall
be deemed to have forfeited its Sell-Off Period. If Licensee has any
remaining inventory of the Licensed Products following the Sell-Off
Period, Licensee shall, at Licensor's option, make available such
inventory to Licensor for purchase at or below cost, deliver up to
Licensor for destruction said remaining inventory or furnish to Licensor
an affidavit attesting to the destruction of said remaining inventory.
Licensor shall have the right to conduct a physical inventory in order to
ascertain or verify such inventory and/or statement. In the event that
Licensee refuses to permit Licensor to conduct such physical inventory,
Licensee shall forfeit its right to the Sell-Off Period hereunder or any
other rights to dispose of such inventory. In addition to the forfeiture,
Licensor shall have recourse to all other legal remedies available to it.
16. NOTICES: Except as otherwise specifically provided herein, all notices
which either party hereto is required or may desire to give to the other
shall be given by addressing the same to the other at the address set
forth above, or at such other address as may be designated in writing by
any such party in a notice to the other given in the manner prescribed in
this paragraph. All such notices shall be sufficiently given when the same
shall be deposited so addressed, postage prepaid, in the United States
mail and/or transmitted via facsimile with receipt of a confirming copy
and/or when the same shall have been delivered, so addressed, to a
telegraph or cable company toll prepaid and the date of said mailing or
telegraphing shall be the date of the giving of such notice.
17. NO PARTNERSHIP, ETC.: This Agreement does not constitute and shall not be
construed as constitution of a partnership or joint venture between
Licensor and Licensee. Neither party shall have any right to obligate or
bind the other party in any manner whatsoever, and nothing herein
contained shall give, or is intended to give, any rights of any kind to
any third persons.
18. NO SUBLICENSING/NON-ASSIGNABILITY: This Agreement shall bind and inure to
the benefit of Licensor, its successors and assigns. This Agreement is
personal to Licensee. Licensee shall not sublicense, franchise or delegate
to third parties its rights hereunder (except as set forth in Paragraph
10(b) hereof). Neither this Agreement nor any of the rights of Licensee
hereunder shall be sold, transferred or assigned by Licensee and no rights
hereunder shall devolve by operation of law or otherwise upon any
receiver, liquidator, trustee or other party. Notwithstanding the
foregoing, Licensee shall be permitted to assign its rights and
obligations under this Agreement for collateral security purposes to any
lender providing financing to Licensee that is secured by Licensee's
inventory solely for purposes of permitting such lender to dispose of such
inventory in accordance with the terms hereof upon a default by Licensee
under any such financing.
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19. CONSTRUCTION: This Agreement shall be construed in accordance with the
laws of the State of California of the United States of America without
regard to its conflicts of laws provisions.
20. WAIVER, MODIFICATION, ETC.: No waiver, modification or cancellation of any
term or condition of this Agreement shall be effective unless executed in
writing by the party charged therewith. No written waiver shall excuse the
performance of any acts other than those specifically referred to therein.
The fact that one party has not previously insisted upon the other party
expressly complying with any provision of this Agreement shall not be
deemed to be a waiver of the party's future right to require compliance in
respect thereof and each party specifically acknowledges and agrees that
the prior forbearance in respect of any act, term or condition shall not
prevent the other party from subsequently requiring full and complete
compliance thereafter. If any term or provision of this Agreement is held
to be invalid or unenforceable by any court of competent jurisdiction or
any other authority vested with jurisdiction, such holding shall not
affect the validity or enforceability of any other term or provision
hereto and this Agreement shall be interpreted and construed as if such
term or provision, to the extent the same shall have been held to be
invalid, illegal or unenforceable, had never been contained herein.
Headings of paragraphs herein are for convenience only and are without
substantive significance.
21. ACCEPTANCE BY LICENSOR: This instrument, when signed by Licensee, shall be
deemed an application for license and not a binding agreement unless and
until accepted by Warner Bros. Consumer Products by signature of a duly
authorized officer and the delivery of such a signed copy to Licensee. The
receipt and/or deposit by Warner Bros. Consumer Products of any check or
other consideration given by Licensee and/or delivery of any material by
Warner Bros. Consumer Products to Licensee shall not be deemed an
acceptance by Warner Bros. Consumer Products of this application. The
foregoing shall apply to any documents relating to renewals or
modifications hereof.
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This Agreement shall be of no force or effect unless and until it is signed by
all of the parties listed below:
AGREED AND ACCEPTED: AGREED AND ACCEPTED:
LICENSOR: LICENSEE:
WARNER BROS. CONSUMER PRODUCTS, GERBER CHILDRENSWEAR, INC.
a Division of Time Warner
Entertainment Company L.P. on
behalf of itself and as Agent for
Warner Bros., a Division of Time
Warner Entertainment Company L.P.
By: /s/ Gary R. Simon By: /s/ Edward Kittredge
_____________________________ _____________________________
Gary R. Simon Edward Kittredge
Vice President, Legal Affairs Chairman & CEO
Date:___________________________ Date:_____________________________
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EXHIBIT 1 #8824-BLT/WBLT
Warner Bros. Consumer Products
4000 Warner Boulevard
Burbank, CA 91522
Re: Approval of Third Party Manufacturer
Gentlemen:
This letter will serve as notice to you that pursuant to Paragraph lO(b)
of the License Agreement dated __________, 199_ between WARNER BROS., A DIVISION
OF TIME WARNER ENTERTAINMENT COMPANY L.P. and GERBER CHILDRENSWEAR, INC.
("Licensee"), we have been engaged as the manufacturer for Licensee in
connection with the manufacture of the Licensed Products as defined in the
aforesaid License Agreement. We hereby acknowledge that we may not manufacture
Licensed Products for, or sell or distribute Licensed Products to, anyone other
than Licensee. We hereby further acknowledge that we have received a copy and
are cognizant of the terms and conditions set forth in said License Agreement
and hereby agree to observe those provisions of said License Agreement which are
applicable to our function as manufacturer of the Licensed Products. It is
expressly understood that we are obligated to comply with all local laws,
including without limitation, labor laws, wage and hour laws and
anti-discrimination laws and that you or your representatives shall, at anytime,
have the right to inspect our facilities and review our records to ensure
compliance therewith. It is understood that this engagement is on a royalty free
basis and that we may not subcontract any of our work without your prior written
approval.
We understand that our engagement as the manufacturer for Licensee is
subject to your written approval. We request, therefore, that you sign in the
space below, thereby showing your acceptance of our engagement as aforesaid.
Very truly yours,
_________________________________
Manufacturer/company name
By: _________________________________
signature
_________________________________
print name
_________________________________
address
_________________________________
_________________________________
country
_________________________________
date
_________________________________
product(s) manufacturing
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AGREED TO AND ACCEPTED:
WARNER BROS. CONSUMER PRODUCTS,
a Division of Time Warner
Entertainment Company L.P.
By:_____________________________
Gary R. Simon
Vice President, Legal Affairs
Date:___________________________
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EXHIBIT 2 #8824-BLT/WBLT
CONTRIBUTOR'S AGREEMENT
I,_____________, the undersigned ("Contributor"), have been engaged by Gerber
Childrenswear, Inc. ("Licensee") to work on or contribute to the creation of
Licensed Products, described as _______________________, by Licensee under an
agreement between Licensee and Licensor [or] Warner Bros., a division of Time
Warner Entertainment Company L.P., c/o Warner Bros. Consumer Products, a
division of Time Warner Entertainment Company L.P. ("Warner") dated
_____________.
I understand and agree that all artwork which includes any Licensed Property of
Warner Bros. ("Work") and which results from my services for Licensee in
connection with such Licensed Products is a "work made for hire" for Licensor
and that all right, title and interest in and to the Work shall vest and remain
with Licensor. I reserve no rights therein. Without limiting the foregoing, I
hereby assign and transfer to Licensor all other rights whatsoever, in
perpetuity throughout the universe which I may have or which may arise in me or
in connection with the Work. I hereby waive all moral right. in connection with
such Work together with any other rights which are not capable of assignment. I
further agree to execute any further documentation relating to such transfer or
waiver or relating to such Work at the request of Licensor or Licensee, failing
which Licensor is authorized to execute same as my Attorney-in-Fact.
Contributor:
By:____________________________
Date:__________________________
Warner Bros. Consumer Products:
By:____________________________
Date:__________________________
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EXHIBIT 3 #8824-BLT/WBLT
CHANNELS OF DISTRIBUTIONS
DEFINITIONS
1. "AAFES" shall mean the U.S. Army and Air force Exchange Service
headquarters as well as individual bases.
2. "Airport Gift Stores" shall mean gift stores located within airports,
excluding Duty-Free Stores. Examples of Airport Gift Stores include,
without limitation, PARADIES AND W.H. SMITH.
3. "Amusement Game Redemption" shall mean distribution of products as prizes
awarded in amusement games.
4. "Amusement Park Gift Stores" shall mean gift stores located within
amusement parks, such as Six Flags, Paramount Parks, Universal Theme
Parks, Dollywood, Walt Disney World and Walt Disney Land.
5. "Art & Craft Stores" shall mean stores that offer for sale primarily art
and craft supplies. Examples of Art & Craft Stores include, without
limitation, AARON BROTHERS, FAST FRAME, MICHAELS AND MICHAELS MJ DESIGNS.
6. "Athletic Apparel & Footwear Stores" shall means stores that offer for
sale primarily athletic apparel and footwear. Examples of Athletic Apparel
& Footwear Stores include, without limitation, FOOTLOCKER, ATHLETE'S FOOT
AND CHUMPS.
7. "Automotive/Carwash Stores" shall mean (a) stores that offer for sale
primarily automotive supplies, or (b) stores located at carwash or
gasoline station premises.
8. "Baby Specialty Stores" shall mean stores that offer for sale primarily
infant apparel, furniture, accessories and other products designed
specifically for babies. Examples of Baby Specialty Stores include,
without limitation, BABIES R US.
9. "CANEX" shall mean the Canadian Forces Exchange Service headquarters as
well as individual bases.
10. "Catalog Showrooms" shall mean stores that offer a broad assortment of
products for sale primarily through a catalog along with display of
samples of products in a showroom. Examples of Catalog Showrooms include,
without limitation, SERVICE MERCHANDISE.
11. "Chain Book Stores" shall mean chain stores (containing twenty (20) or
more individual stores) that offer for sale primarily books. Examples of
Chain Book Stores include, without limitation, B. Dalton, SuperCrown,
Walden Books, and Brentano's.
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12. "Chain Comic Book Stores" shall mean chain stores (containing twenty (20)
or more individual stores) that offer for sale primarily comic books.
13. "Chain Drug Stores" shall mean chain stores (containing twenty 120) or
more individual stores) that offer for sale primarily prescription and
over-the-counter drugs, personal care products and household products.
Examples of Chain Drug Stores include without limitation, WALGREENS,
RITE-AIDE, THRIFTY/PAYLESS, C.V.S./REVCO, THRIFT DRUG, PHAR MOR, AND LONGS
DRUGS.
14. "Chain Jewelry Stores" shall mean chain stores (containing twenty (20) or
more individual stores) that offer for sale primarily jewelry. Chain
Jewelry Stores shall specifically exclude Guild Jewelers (as defined
below). Examples of Chain Jewelry Stores include, without limitation,
STERLING, BARRY'S, LIPMAN'S AND HELLSBURG.
15. "Chain Toy Stores" shall mean chain stores (containing twenty (20) or more
individual stores) that offer for sale primarily toys. In order to be
considered a "Toy Store" hereunder, the total number of toy-type SKU's
(stock-keeping units) must represent eighty percent (80%) or more of such
"tore's total SKU's. Examples of Chain Toy Stores include, without
limitation, Toys R Us.
16. "College/University Stores" shall mean stores located on the campuses of
colleges or universities.
17. "Computer Specialty Stores" shall mean stores that offer for sale
primarily computer equipment and supplies. Examples of Computer Specialty
Stores include, without limitation, Comp USA.
18. "Convenience Stores" shall mean stores that offer for sale primarily
packaged and "quick service" food products, are generally open 24 hours a
day, and are designed to offer greater convenience than larger
Supermarket/Grocery Stores. Examples of Convenience Stores include,
without limitation, 711, AM/PM, DAIRY MART AND CIRCLE R.
19. "Direct Mail Catalogs" shall mean catalogs that offer products for sale
and are mailed directly to consumers' homes. Examples of Direct Mail
Catalogs include, without limitation, SPEIGEL, HEARTH & HOME,
DOMESTICATIONS, TAPESTRY, COMPANY STORE, HAMMACHER SCHLEMMER, FINGERHUT,
AMWAY, AND LILLIAN VERNON.
If Licensor grants to Licensee the right to distribute Licensed Products
through any Direct Mail Catalogs: (a) each such catalog shall be specified
in the Channels of Distribution set forth in the License Agreement or
otherwise expressly approved in writing by Licensor, and (b) each such
catalog depicting or referring to the Licensed Products or
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the Licensed Property must be submitted to Licensor for prior written
approval in accordance with Licensor's Brand Assurance policies and
procedures.
20. "Door-to-Door Solicitation" shall mean offering products for sale through
personal visits by salespersons to consumers' homes.
21. "Duty-Free Stores" shall mean stores usually located in airports, which
offer products for sale to international travelers free of taxes and
duties. If Licensor grants to Licensee the right to distribute products
through Duty-Free Stores, such channels of distribution (like all other
channels of distribution granted) shall be limited to those stores located
within the Territory.
22. "Educational Specialty Stores" shall mean stores that offer for sale
primarily educational products. Examples of Educational Specialty Stores
include, without limitation, IMAGINARIUM and NATURE COMPANY.
23. "Electronics Stores" shall mean stores that offer for sale primarily
electronic products. Examples of Electronics Stores include, without
limitation, CIRCUIT CITY, FRY'S, and BEST BUY.
24. "Fashion Accessory Stores" shall mean stores that offer for sale primarily
costume jewelry, hair accessories and other fashion accessories. Examples
of Fashion Accessory Stores include, without limitation, CLAIRE'S
BOUTIQUE, AFTERTHOUGHTS, IT'S ABOUT TIME AND PIERCING PAGODA.
25. "Florists" shall mean stores or companies that offer for sale primarily
flowers. Examples of Florists include, without limitation, CONROY'S, FTD,
AND 1-800-FLOWERS.
26. "Fundraising" shall mean offering products for sale through catalogs,
direct mail brochures, prize programs and in-school sales, which are used
by schools and charitable, religious or other organizations to raise
funds. Examples of Fundraising companies include, without limitation,
GIFTCO, SPRINGWATER, AND DARLINGTON FARMS.
27. "Garden Specialty Stores" shall mean stores that offer for sale primarily
garden supplies and plants. Examples of Garden Specialty Stores include,
without limitation, ARMSTRONG'S, CALLAWAY'S, AND WOLF NURSERIES.
28. "Gift Retailers" shall mean stores that (a) offer products for sale that
are in somewhat related product categories and are known as "gifts" in the
trade, which products generally are classified in the trade as "better"
quality and are higher priced (as compared to National and Regional
Discount/Mass Retailers' products), (b) do not usually discount
merchandise or sell it at greatly reduced prices,
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(c) usually focus more on aesthetics in merchandise displays than on
price, and (d) generally require individual store servicing by suppliers
in merchandise set-up, display, SKU maintenance and reordering. Suppliers
to Gift Retailers typically advertise in trade publications, such as "Gift
& Stationery Business", "Giftware News" and "Gifts & Decorative
Accessories". Suppliers to Gift Retailers usually include companies such
as ENESCO, MIDWEST OF CANNON FALLS, NEW CREATIVE ENTERPRISES, DALE
TIFFANY, PACIFIC RIM, ANDE ROONEY, WATERFORD, GIFTCRAFT, CARSON
INDUSTRIES, POSSIBLE DREAMS, LENOX, DEPARTMENT 56, LEFTON, SWAROVSKI AND
FLAMBRO. Gift Retailers shall specifically exclude Novelty Gift Stores (as
defined below).
29. "Greeting Card Stores" shall mean stores that offer for sale primarily
greeting cards. Examples of Greeting Card Stores include, without
limitation, HALLMARK.
30. "Guild Jewelers" shall mean stores that offer for sale primarily fine
jewelry which is generally classified in the trade as "best" or "highest"
quality. Examples of Guild Jewelers include, without limitation, MAYERS,
ROGERS, AND BAILY BANKS & BIDDLE.
31. "Hobby & Model Stores" shall mean stores that offer for sale primarily
hobby and model supplies.
32. "Home Improvement Stores" shall mean stores that offer for sale primarily
hardware and home Improvement supplies. Examples of Home Improvement
Stores include, without limitation, HOME DEPOT, OSH, ROME BASO, AND LOWES.
33. "Home Specialty Stores" shall mean stores that offer for sale
primarily bedding, towels and other bathroom products,
kitchen merchandise and housewares. Examples of Home
Specialty Stores include, without limitation, STROUDS, LINENS
'N' THINGS, 3D BED & BATH, BED/BATH/BEYOND, and LUXURY
LINENS.
34. "Internet" shall mean offering products for sale through the electronic
network known as the Internet.
35. "Mall Clothing Specialty Stores" shall mean stores that offer for sale
primarily clothing and are located within a mall. Examples of Mall
clothing Specialty Stores include, without limitation, MILLERS OUTPOST AND
WET SEAL.
36. "Mid-Tier Department Stores" shall mean stores that offer products for
sale in a broad assortment of unrelated product categories, which products
are generally classified in the trade as "better" (but not "best") quality
products. Examples of Mid-Tier Department Stores include, without
limitation, J.C. PENNEY, SEARS, MERVYN'S, STEINMART, KOHLS, FRED MEYER AND
MONTGOMERY WARDS.
34
<PAGE> 35
37. "Music/Video Stores" shall mean stores that offer for sale primarily
musical recordings, on compact discs, cassettes or other media, and/or
movie recordings on videos, laser disks or other media for home use by
consumers. Examples of Music/Video Stores include, without limitation,
BLOCKBUSTER, MUSICLAND, TOWER RECORDS, VIRGIN RECORDS, WAREHOUSE RECORDS,
SAM GOODY'S, AND SUNCOAST.
38. "National Discount/Mass Retailers" shall mean stores that (a) have
nation-wide distribution, (b) offer products for sale in a broad
assortment of unrelated product categories, which products generally are
not classified in the trade as "better/best" quality products, (c) are
usually "self- service" with more of an emphasis on price than aesthetics,
(d) generally do not require individual store servicing by suppliers.
Suppliers to National Discount/Mass Retailers typically advertise in trade
publications, such as "Discount Store News" and "Discount Merchandiser",
and usually attend the IMRA (International Mass Retailer Association)
trade show. Examples of National Discount/Mass Retailers include, without
limitation, WALMART, K-MART AND TARGET.
39. "Non-Chain Book Stores" shall mean stores or groups of stores (containing
fewer than twenty (20) individual stores) that offer for sale primarily
books.
40. "Non-Chain Comic Book Stores" shall mean stores or groups of stores
(containing fewer than twenty (20) individual stores) that offer for sale
primarily comic books.
41. "Non-Chain Drug Stores" shall mean stores or groups of stores (containing
fewer than twenty (20) individual stores) that offer for sale primarily
prescription and over-the-counter drugs, personal care products and
household products.
42. "Non-Chain Jewelry Stores" shall mean stores or groups of stores
(containing fewer than twenty (20) individual stores) that offer for sale
primarily jewelry. Non-Chain Jewelry Stores shall specifically exclude
Guild Jewelers (as defined above).
43. "Non-Chain Toy Stores" shall mean stores or groups of stores (containing
fewer than twenty (20) individual stores) that offer for sale primarily
toys. In order to be considered a "Toy Store" hereunder, the total number
of toy-type SKU's must represent eighty percent (80%) or more of such
store's total SKU's. Examples of Non-Chain Toy Stores include, without
limitation, TALBOT'S TOYLAND AND TONS OF TOYS, INC.
44. "Non-Mall Clothing Specialty Stores" shall mean stores that offer for sale
primarily clothing and are not located within a mall. Examples of Non-Mall
Clothing Specialty Stores include, without limitation, KIDS MART, KIDS R
US, CLOTHESTIME and FASHION BUG.
35
<PAGE> 36
45. "Novelty Gift Stores" shall mean stores that offer for sale primarily
novelty gift items. Examples of Novelty Gift Stores include, without
limitation, SPENCER'S.
46. "Off-Price/Closeout Stores" shall mean stores that offer for sale
primarily discounted apparel and other merchandise. Examples of
Off-Price/Closeout Stores include, without limitation, MARSHALL'S,
T.J.MAX, ROSS FOR LESS, MIT OR HISS AND TUESDAY MORNING.
47. "Office Specialty Stores" shall mean stores that offer for sale primarily
office supplies. Examples of Office Specialty Stores include, without
limitation, OFFICE DEPOT, STAPLES, AND OFFICE MAX.
48. "Outlet Stores" shall mean stores that offer for sale primarily discounted
merchandise of a particular manufacturer or retailer.
49. "Party Stores" shall mean stores that offer for sale primarily party
supplies. Examples of Party Stores include, without limitation, PARTY CITY
AND PARTY WORLD.
50. "Pet Stores" shall mean stores that offer for sale primarily pet supplies.
Examples of Pet Stores include, without limitation, PETCO AND PETSMART.
51. "Regional Discount/Mass Retailers" shall mean stores that (a) have
regional distribution, (b) generally offer products for sale in a broad
assortment of unrelated product categories, which products generally are
not classified in the trade as "better/best" quality products, (c) are
usually "self- service" with more of an emphasis on price than aesthetics,
(d) usually have gross profit margins of less than fifty percent (50%),
and (e) generally do not require individual store servicing by suppliers.
Suppliers to Regional DiscounttMass Retailers typically advertise in trade
publications, such as "Discount Store News" and "Discount Merchandiser",
and usually attend the IMRA (International Mass Retailer Association)
trade show. Examples of Regional Discount/Mass Retailers include, without
limitation, MEIJERS, CALDOR, AMES, BRADLEES, HILL'S, ROSE'S, VENTURE, AND
SHOPKO.
52. "Souvenir Stores" shall mean stores that offer for sale primarily
souvenirs.
53. "Sporting Good Stores" shall mean stores that offer for sale primarily
sporting goods, equipment, athletic apparel, and other merchandise that
reflects a sports theme. Examples of Sporting Good Stores include, without
limitation, BIG 5 AND SPORTS CHALET.
54. "Sports Stadium Shops" shall mean concessionaire shops located within
stadiums or arenas where sporting events are held.
36
<PAGE> 37
55. "Stationery Stores" shall mean stores that offer for sale primarily
stationery. Examples of Stationery Stores include, without limitation,
FARR'S STATIONAIRES.
56. "Street Peddlers" shall mean individual merchants who offer products for
sale in stands, booths or other non-permanent structures usually located
on the sidewalk and designed to attract passing pedestrians.
57. "Supermarket/Grocery Stores" shall mean stores that offer for sale
primarily packaged food products. Examples of Supermarket/Grocery Stores
include, without limitation, KROGER, SAFEWAY, AMERICAN STORES,
ALBERTSON'S, WINN DIXIE, FOOD LION, VON'S, FINAST, RALPHS, MARSH, BRISTOL
FARMS, AND GELSONS.
58. "Swap Meets/Flea Markets" shall mean offering products for sale through
organized events known as swap meets or flea markets, which involve a
group of vendors offering for sale a variety of products, often
collectibles or antiques.
59. "Television Home Shopping" shall mean offering products for sale through
cable and broadcast television, including infomercials, QVC and Home
Shopping Network. Television Home Shopping shall specifically exclude
sales through the Internet, CD-Interactive and other electronic media.
60. "Toy Wholesalers" shall mean companies that offer for sale primarily toys
to retail stores. In order to be considered a "Toy Wholesaler" hereunder,
the total number of toy-type SKU's must represent eighty percent (80%) or
more of such wholesaler's total SKU's.
61. "Upstairs Department Stores" shall mean stores that (a) offer products for
sale in a broad assortment of unrelated product categories, which products
are generally classified in the trade as "best" quality products, and (b)
offer a high level of customer service with a strong emphasis on store
aesthetics. Examples of UPSTAIRS DEPARTMENT STORES INCLUDE, WITHOUT
LIMITATION, BLOOMINGDALE'S, MACY'S, NORDSTROM'S, MAY DEPARTMENT STORES,
SAKS FIFTH AVENUE, NEIMAN MARCUS, AND DILLARDS.
62. "Warehouse Clubs" shall mean stores that offer for sale products in large
sizes and quantities with more of an emphasis on price than service or
store aesthetics. Examples of Warehouse Clubs include, without limitation,
SAM'S CLUB AND PRICE COSTCO.
63. "Warners Kids Shops" shall mean the separate departments known as Warner
Kids Shops located within the chain of Toys R Us stores.
37
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Selected Consolidated Financial Data" and "Summary Historical and Pro Forma
Financial Information" and to the use of our report dated January 30, 1998 with
respect to the consolidated financial statements of GCIH, Inc., and to the use
of our report dated September 12, 1997 with respect to the consolidated
financial statements of Gerber Childrenswear, Inc. ("Predecessor Company") in
Amendment No. 1 to the Registration Statement (Form S-1) and related Prospectus
for the registration of shares of common stock of Gerber Childrenswear, Inc.
(the Successor Company).
Our audits also included the financial statement schedules of GCIH, Inc.
and Gerber Childrenswear, Inc. ("Predecessor Company") listed in Item 16(b).
These schedules are the responsibility of the Company's and the Predecessor
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
April 24, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF J.C. HOLLAND & CO., PSC, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 16, 1998 with respect to the consolidated
financial statements of Auburn Hosiery Mills, Inc., in Amendment No. 1 to the
Registration Statement (Form S-1 No. 47327) and related Prospectus of Gerber
Childrenswear, Inc. dated April 27, 1998.
J.C. Holland & Co., PSC
Bowling Green, Kentucky
April 27, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Amendment No. 1 to the Registration Statement on Form S-1 of our report dated 23
February 1998 relating to the financial statements of Sport Socks Co (Ireland)
Limited, which appears in such Prospectus. We also consent to the reference to
us under the headings "Experts" in such Prospectus.
PRICE WATERHOUSE
CORK, IRELAND
April 24, 1998
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
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11,645,000
0
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