As previously disclosed, Kontoor Brands, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), on May 20, 2026, with ABG-Storm LLC, a Delaware limited liability company, an affiliate of Authentic Brands Group (“Buyer”) and The H.D. Lee Company, Inc., a Delaware corporation, a wholly-owned subsidiary of the Company (“Lee”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company has agreed to sell to Buyer all of the outstanding shares of capital stock of Lee at closing.
During the Company's first quarter of fiscal 2026, the Company determined that the Lee business met held-for-sale and discontinued operations accounting criteria. Accordingly, the assets and liabilities of the Lee business were reported as held-for-sale in the balance sheets in the Company's first quarter Form 10-Q. Additionally, the Company reported the Lee business as discontinued operations in its statements of operations and statements of cash flows.
The unaudited supplemental financial information provided below presents the Company's condensed consolidated financial information for and as of, as applicable, each of the four quarters in fiscal 2025 and the full year of fiscal 2025, as recast to present the Lee business on a discontinued operations basis.
The unaudited supplemental financial information provided below should be read in conjunction with the Company's separate historical financial statements and accompanying notes contained in each of the Company’s Quarterly Reports on Form 10-Q for the interim periods included herein and Annual Report on Form 10-K for the fiscal year ended January 3, 2026.
Non-GAAP Financial Measures
This unaudited supplemental financial information refers to “adjusted” and “organic” amounts from 2025, which are further described in the sections below. All per share amounts are presented on a diluted basis. Amounts as presented herein may not recalculate due to the use of unrounded numbers.
Adjusted Amounts - This release refers to “adjusted” amounts. Adjustments during 2025 represent (i) restructuring and transformation costs related to business optimization activities associated with Project Jeanius, (ii) actions to streamline and transfer select production within our internal manufacturing network and, (iii) acquisition and integration-related costs associated with the Helly Hansen acquisition. Additional information regarding adjusted amounts is provided in notes to the supplemental financial information.
Organic Amounts - This release refers to “organic” amounts, which represent operating results excluding contributions from the Helly
Hansen® and Musto® brands acquired on May 31, 2025.
Reconciliations of these non-GAAP measures to the most comparable GAAP measures are presented in the supplemental financial information included in this exhibit that identifies and quantifies all reconciling adjustments and provides management's view of why this non-GAAP information is useful to investors. While management believes that these non-GAAP measures are useful in evaluating the business, this information should be viewed in addition to, and not as an alternate for, reported results under GAAP. The non-GAAP measures used by the Company in this release may be different from similarly titled measures used by other companies.
KONTOOR BRANDS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
The following condensed consolidated statements of operations present the Company's unaudited financial information for each of the four quarters of fiscal 2025 and for the full year of fiscal 2025, as recast to present the Lee business on a discontinued operations basis.
Three Months Ended
Twelve Months Ended
(Dollars and shares in thousands, except per share amounts)
March 2025
June 2025
September 2025
December 2025
December 2025
Net revenues
$
423,001
$
492,632
$
666,472
$
819,983
$
2,402,088
Costs and operating expenses
Cost of goods sold
230,267
263,451
399,974
436,869
1,330,561
Selling, general and administrative expenses
161,365
172,233
229,084
281,507
844,189
Total costs and operating expenses
391,632
435,684
629,058
718,376
2,174,750
Operating income
31,369
56,948
37,414
101,607
227,338
Interest expense
(9,808)
(13,485)
(18,972)
(19,897)
(62,162)
Interest income
3,319
2,820
289
422
6,850
Other (expense) income, net
(10,293)
30,546
(3,049)
(3,166)
14,038
Income from continuing operations before income taxes
14,587
76,829
15,682
78,966
186,064
Income taxes
(4,338)
(18,397)
(1,310)
(21,530)
(45,575)
Income from equity method investment
—
264
1,634
3,513
5,411
Income from continuing operations
10,249
58,696
16,006
60,949
145,900
Income from discontinued operations, net of tax
32,633
15,173
20,938
12,808
81,552
Net income
$
42,882
$
73,869
$
36,944
$
73,757
$
227,452
Earnings per common share - basic
Continuing operations
$
0.18
$
1.06
$
0.29
$
1.10
$
2.63
Discontinued operations
$
0.59
$
0.27
$
0.37
$
0.23
$
1.47
Total earnings per common share - basic
$
0.77
$
1.33
$
0.66
$
1.33
$
4.10
Earnings per common share - diluted
Continuing operations
$
0.18
$
1.05
$
0.29
$
1.08
$
2.60
Discontinued operations
$
0.58
$
0.27
$
0.37
$
0.23
$
1.45
Total earnings per common share - diluted
$
0.76
$
1.32
$
0.66
$
1.31
$
4.05
Weighted average shares outstanding
Basic
55,355
55,560
55,575
55,507
55,500
Diluted
56,059
55,975
56,069
56,327
56,108
Basis of presentation for all financial tables within this release: The supplemental financial information provided in the financial tables presents the Company's unaudited condensed consolidated financial information for and as of, as applicable, each of the four quarters in fiscal 2025 and the full year of fiscal 2025, as recast to present the Lee business on a discontinued operations basis.
The Company operates and reports using a 52/53-week fiscal year ending on the Saturday closest to December 31 each year. For presentation purposes herein, all references to periods ended March 2025, June 2025 and September 2025 correspond to the 13-week fiscal periods ended March 29, 2025, June 28, 2025 and September 27, 2025, respectively, and references to December 2025 correspond to the 14-week and 53-week fiscal periods ended January 3, 2026. References to March 2025, June 2025, September 2025 and December 2025 relate to the balance sheets as of March 29, 2025, June 28, 2025, September 27, 2025 and January 3, 2026, respectively.
KONTOOR BRANDS, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
The following condensed consolidated balance sheets present the Company's unaudited financial information for each of the four quarters of fiscal 2025, as recast to present the Lee business on a discontinued operations basis.
(In thousands)
March 2025
June 2025
September 2025
December 2025
ASSETS
Current assets
Cash and cash equivalents
$
320,790
$
85,914
$
57,918
$
77,215
Accounts receivable, net
131,958
237,530
279,813
209,419
Inventories
298,810
543,130
604,016
435,945
Prepaid expenses and other current assets
57,371
93,446
95,149
102,056
Current assets of discontinued operations
278,849
255,756
301,157
256,481
Total current assets
1,087,778
1,215,776
1,338,053
1,081,116
Property, plant and equipment, net
82,955
119,239
114,395
113,285
Operating lease assets
18,931
124,163
118,618
110,330
Intangible assets, net
6,791
447,058
449,698
445,584
Goodwill
129,034
407,985
438,459
451,006
Other assets
176,045
228,911
228,466
212,294
Other assets of discontinued operations
174,145
174,773
175,082
169,057
TOTAL ASSETS
$
1,675,679
$
2,717,905
$
2,862,771
$
2,582,672
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt
$
—
$
—
$
—
$
8,750
Accounts payable
161,240
217,110
272,611
195,560
Accrued and other current liabilities
112,481
197,366
244,184
237,864
Operating lease liabilities, current
10,328
27,701
26,401
22,418
Current liabilities of discontinued operations
107,091
116,196
159,091
129,035
Total current liabilities
391,140
558,373
702,287
593,627
Operating lease liabilities, noncurrent
10,464
98,945
96,440
95,422
Other liabilities
77,484
161,059
158,059
164,431
Long-term debt
735,640
1,366,510
1,342,117
1,134,579
Other liabilities of discontinued operations
34,279
34,671
34,252
29,746
Total liabilities
1,249,007
2,219,558
2,333,155
2,017,805
Commitments and contingencies
Total equity
426,672
498,347
529,616
564,867
TOTAL LIABILITIES AND EQUITY
$
1,675,679
$
2,717,905
$
2,862,771
$
2,582,672
KONTOOR BRANDS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
The following condensed consolidated statements of cash flows present the Company's unaudited financial information for each of the four quarters of fiscal 2025, on a year-to-date basis, as recast to present the Lee business on a discontinued operations basis.
Year-to-Date
(In thousands)
March 2025
June 2025
September 2025
December 2025
OPERATING ACTIVITIES
Net income
$
42,882
$
116,751
$
153,695
$
227,452
Income from discontinued operations, net of tax
32,633
47,806
68,743
81,552
Income from continuing operations, net of tax
10,249
68,945
84,952
145,900
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
7,349
16,523
29,994
42,688
Stock-based compensation
14,041
19,929
28,421
37,393
Other, including working capital changes
22,388
(36,608)
(33,584)
135,913
Cash provided by operating activities - continuing operations
54,027
68,789
109,783
361,894
Cash provided by operating activities - discontinued operations
23,598
34,519
57,671
93,915
Cash provided by operating activities
77,625
103,308
167,454
455,809
INVESTING ACTIVITIES
Property, plant and equipment expenditures
(2,318)
(5,309)
(12,831)
(18,307)
Capitalized computer software
(1,337)
(2,165)
(3,008)
(3,820)
Business acquisition, net of cash received
—
(870,058)
(899,372)
(901,223)
Proceeds from the settlement of foreign exchange contracts to hedge business acquisition
—
24,115
24,115
24,115
Proceeds from sales of assets
—
2
4,028
5,913
Other
508
—
584
584
Cash used by investing activities - continuing operations
(3,147)
(853,415)
(886,484)
(892,738)
Cash used by investing activities - discontinued operations
(1,615)
(2,009)
(3,436)
(6,026)
Cash used by investing activities
(4,762)
(855,424)
(889,920)
(898,764)
FINANCING ACTIVITIES
Borrowings under revolving credit facility
—
—
—
50,000
Repayments under revolving credit facility
—
—
—
(50,000)
Proceeds from issuance of long-term debt
—
1,000,000
1,000,000
1,000,000
Payment of debt issuance costs
—
(7,433)
(7,433)
(7,433)
Repayments of term loan
(5,000)
(370,000)
(395,000)
(595,000)
Repurchases of Common Stock
—
—
—
(25,000)
Dividends paid
(28,824)
(57,717)
(86,618)
(116,085)
Shares withheld for taxes, net of proceeds from issuance of Common Stock
(4,052)
(8,555)
(9,092)
(9,683)
Cash (used) provided by financing activities
(37,876)
556,295
501,857
246,799
Effect of foreign currency rate changes on cash and cash equivalents
(12,343)
(30,763)
(31,029)
(29,468)
Net change in cash and cash equivalents
22,644
(226,584)
(251,638)
(225,624)
Cash and cash equivalents – beginning of period
334,066
334,066
334,066
334,066
Cash and cash equivalents – end of period
$
356,710
$
107,482
$
82,428
$
108,442
KONTOOR BRANDS, INC.
Supplemental Financial Information
Reconciliation of Adjusted Financial Measures (Non-GAAP)
(Unaudited)
Three Months Ended
Twelve Months Ended
(Dollars in thousands, except per share amounts)
March 2025
June 2025
September 2025
December 2025
December 2025
Net revenues - as reported under GAAP
$
423,001
$
492,632
$
666,472
$
819,983
$
2,402,088
Contribution from Helly Hansen (a)
—
29,232
192,650
253,617
475,485
Organic net revenues
$
423,001
$
463,400
$
473,822
$
566,366
$
1,926,603
Cost of goods sold - as reported under GAAP
$
230,267
$
263,451
$
399,974
$
436,869
$
1,330,561
Restructuring and transformation costs (b)
(1,348)
(893)
(38,455)
(5,645)
(46,341)
Adjusted cost of goods sold
228,919
262,558
361,519
431,224
1,284,220
Contribution from Helly Hansen (a)
—
14,111
108,526
121,142
243,779
Adjusted organic cost of goods sold
$
228,919
$
248,447
$
252,993
$
310,082
$
1,040,441
Gross margin - as reported under GAAP
$
192,734
$
229,181
$
266,498
$
383,114
$
1,071,527
Restructuring and transformation costs (b)
1,348
893
38,455
5,645
46,341
Adjusted gross margin
194,082
230,074
304,953
388,759
1,117,868
Contribution from Helly Hansen (a)
—
15,121
84,124
132,475
231,706
Adjusted organic gross margin
$
194,082
$
214,953
$
220,829
$
256,284
$
886,162
Selling, general and administrative expenses - as reported under GAAP
$
161,365
$
172,233
$
229,084
$
281,507
$
844,189
Restructuring and transformation costs (b)
(11,156)
(6,503)
(7,558)
(9,041)
(34,258)
Acquisition and integration-related costs (c)
(10,326)
(14,040)
(11,998)
(14,470)
(50,834)
Adjusted selling, general and administrative expenses
139,883
151,690
209,528
257,996
759,097
Contribution from Helly Hansen (a)
—
20,430
73,767
92,403
186,600
Adjusted organic selling, general and administrative expenses
$
139,883
$
131,260
$
135,761
$
165,593
$
572,497
Other (expense) income, net - as reported under GAAP
$
(10,293)
$
30,546
$
(3,049)
$
(3,166)
$
14,038
Acquisition and integration-related costs (c)
8,865
(32,980)
—
—
(24,116)
Adjusted other expense, net
$
(1,428)
$
(2,434)
$
(3,049)
$
(3,166)
$
(10,078)
Income Taxes as reported under GAAP
$
(4,338)
$
(18,397)
$
(1,310)
$
(21,530)
$
(45,575)
Tax impact of Restructuring and transformation costs, and Acquisition and integration-related costs (b) (c)
(7,338)
5,336
(14,031)
(5,339)
(21,300)
Adjusted Income Taxes, net
$
(11,676)
$
(13,061)
$
(15,341)
$
(26,869)
$
(66,875)
Diluted earnings per share from continuing operations - as reported under GAAP
$
0.18
$
1.05
$
0.29
$
1.08
$
2.60
Impact to diluted earnings per share of Restructuring and transformation costs, and Acquisition and integration-related costs (b) (c)
0.44
(0.11)
0.78
0.42
1.54
Adjusted diluted earnings per share from continuing operations
$
0.62
$
0.94
$
1.07
$
1.50
$
4.14
Contribution from Helly Hansen (a)
—
(0.12)
0.03
0.44
0.35
Adjusted organic diluted earnings per share from continuing operations
$
0.62
$
1.06
$
1.04
$
1.06
$
3.79
Adjusted diluted earnings per share from continuing operations
$
0.62
$
0.94
$
1.07
$
1.50
$
4.14
Adjusted diluted earnings per share from discontinued operations
0.58
0.27
0.37
0.23
1.45
Adjusted diluted earnings per share
$
1.20
$
1.21
$
1.44
$
1.73
$
5.59
KONTOOR BRANDS, INC.
Supplemental Financial Information
Reconciliation of Adjusted Financial Measures (Non-GAAP)
(Unaudited)
Net income from continuing operations - as reported under GAAP
$
10,249
$
58,696
$
16,006
$
60,949
$
145,900
Income taxes
4,338
18,397
1,310
21,530
45,575
Interest expense
9,808
13,485
18,972
19,897
62,162
Interest income
(3,319)
(2,820)
(289)
(422)
(6,850)
EBIT from continuing operations
$
21,076
$
87,758
$
35,999
$
101,954
$
246,787
Depreciation and amortization
7,349
9,174
13,471
12,694
42,688
EBITDA from continuing operations
$
28,425
$
96,932
$
49,470
$
114,648
$
289,475
Restructuring and transformation costs (b)
12,504
7,396
46,013
14,686
80,599
Acquisition and integration-related costs (c)
19,191
(18,940)
11,998
14,470
26,718
Adjusted EBITDA from continuing operations
$
60,120
$
85,388
$
107,481
$
143,804
$
396,792
As a percentage of total net revenues
14.2
%
17.3
%
16.1
%
17.5
%
16.5
%
Adjusted EBITDA from discontinued operations
43,511
21,821
26,808
19,706
111,846
Adjusted EBITDA
$
103,631
$
107,209
$
134,289
$
163,510
$
508,638
Non-GAAP Financial Information: The financial information above has been presented on a GAAP basis, on an adjusted basis and on an adjusted organic basis, which excludes the operating results from the Helly Hansen acquisition. EBIT, EBITDA and adjusted presentations are non-GAAP measures. See “Notes to Supplemental Financial Information - Reconciliation of Adjusted and Adjusted Organic Financial Measures” at the end of this document. Amounts herein may not recalculate due to the use of unrounded numbers..
(a) Contribution from Helly Hansen represents the adjusted operating results from the Helly Hansen® and Musto® brands acquired on May 31, 2025.
(b) See Note 1 of “Notes to Supplemental Financial Information - Reconciliation of Adjusted and Adjusted Organic Financial Measures” at the end of this document.
(c) See Note 2 of “Notes to Supplemental Financial Information - Reconciliation of Adjusted and Adjusted Organic Financial Measures” at the end of this document.
KONTOOR BRANDS, INC.
Supplemental Financial Information
Summarized Discontinued Operations Financial Information
(Unaudited)
The following table presents the unaudited financial information for the Lee segment for each of the four quarters of fiscal 2025 and for the full year of fiscal 2025, as recast to present the Lee business on a discontinued operations basis.
Three Months Ended
Twelve Months Ended
(In thousands)
March 2025
June 2025
September 2025
December 2025
December 2025
Net revenues
$
199,900
$
165,627
$
186,743
$
198,098
$
750,368
Cost of goods sold
96,998
89,971
101,080
110,457
398,506
Selling, general and administrative expenses
60,972
54,067
59,225
68,128
242,392
Interest income
121
77
60
191
449
Other (expense) income, net
(707)
(785)
(860)
(370)
(2,722)
Income from discontinued operations before income taxes
41,344
20,881
25,638
19,334
107,197
Income taxes
(8,711)
(5,708)
(4,700)
(6,526)
(25,645)
Income from discontinued operations, net of tax
32,633
15,173
20,938
12,808
81,552
Certain corporate overhead costs and segment costs previously allocated to Lee for segment reporting purposes did not qualify for classification within discontinued operations and have been reported in continuing operations for all periods presented in this Form 8-K. The table below presents these previously allocated costs for the three months ended March 2025, June 2025, September 2025 and December 2025, and the twelve months ended December 2025.
Three Months Ended
Twelve Months Ended
(In thousands)
March 2025
June 2025
September 2025
December 2025
December 2025
Cost of goods sold
1,010
556
1,273
1,879
4,718
Selling, general and administrative expenses
7,766
7,831
7,594
9,898
33,089
Total costs previously allocated to the Lee segment
8,776
8,387
8,867
11,777
37,807
The table below reconciles Lee segment profit, as previously reported, to income from discontinued operations before income taxes for the Lee business for each of the four quarters of fiscal 2025 and for the full year of fiscal 2025.
Three Months Ended
Twelve Months Ended
(In thousands)
March 2025
June 2025
September 2025
December 2025
December 2025
Lee segment profit
$
32,447
$
12,417
$
16,711
$
7,366
$
68,941
Total costs previously allocated to the Lee segment
8,776
8,387
8,867
11,777
37,807
Interest income
121
77
60
191
449
Income from discontinued operations before income taxes
41,344
20,881
25,638
19,334
107,197
KONTOOR BRANDS, INC.
Supplemental Financial Information
Reconciliation of Adjusted and Adjusted Organic Financial Measures - Notes (Non-GAAP)
(Unaudited)
Notes to Supplemental Financial Information - Reconciliation of Adjusted and Adjusted Organic Financial Measures
Management uses non-GAAP financial measures internally in its budgeting and review process and, in some cases, as a factor in determining compensation. In addition, adjusted EBITDA is a key financial measure for the Company's shareholders and financial leaders, as the Company's debt financing agreements require the measurement of adjusted EBITDA, along with other measures, in connection with the Company's compliance with debt covenants. While management believes that these non-GAAP measures are useful in evaluating the business, this information should be considered supplemental in nature and should be viewed in addition to, and not as an alternate for, reported results under GAAP. In addition, these non-GAAP measures may be different from similarly titled measures used by other companies.
(1) During the three months ended March 2025, restructuring and transformation costs included $0.9 million related to streamlining and transferring select production within our internal manufacturing network and $0.4 million related to business optimization activities, recorded to "cost of goods sold", and $11.2 million related to business optimization activities, recorded to "selling, general and administrative expenses." Total restructuring and transformation costs resulted in a corresponding tax impact of $2.9 million for the three months ended March 2025.
During the three months ended June 2025, restructuring and transformation costs included $0.5 million related to streamlining and transferring select production within our internal manufacturing network and $0.4 million related to business optimization activities, recorded to "cost of goods sold", and $6.5 million related to business optimization activities, recorded to "selling, general and administrative expenses." Total restructuring and transformation costs resulted in a corresponding tax impact of $1.6 million for the three months ended June 2025.
During the three months ended September 2025, restructuring and transformation costs included $38.1 million related to the closure of a portion of our manufacturing facilities and $0.4 million related to streamlining and transferring select production within our internal manufacturing network, recorded to "cost of goods sold", and $7.6 million related to business optimization activities, recorded to "selling, general and administrative expenses." Total restructuring and transformation costs resulted in a corresponding tax impact of $11.1 million for the three months ended September 2025.
During the three months ended December 2025, restructuring and transformation costs included $5.7 million related to the closure of a portion of our manufacturing facilities, recorded to "cost of goods sold", and $9.0 million related to business optimization activities, recorded to "selling, general and administrative expenses." Total restructuring and transformation costs resulted in a corresponding tax impact of $2.7 million for the three months ended December 2025.
During the twelve months ended December 2025, restructuring and transformation costs included $43.8 million related to the closure of a portion of our manufacturing facilities, $1.8 million of charges related to streamlining and transferring select production within our internal manufacturing network and $0.8 million related to business optimization activities, recorded to "cost of goods sold", and $34.3 million related to business optimization activities, recorded to "selling, general and administrative expenses." Total restructuring and transformation costs resulted in a corresponding tax impact of $16.0 million for the twelve months ended December 2025.
(2) During the three months ended March 2025, acquisition and integration-related costs included $10.3 million of professional and other fees and $8.9 million of losses related to foreign currency exchange contracts to hedge the purchase price of the Helly Hansen acquisition. Acquisition-related costs resulted in a corresponding tax impact of $4.4 million for the three months ended March 2025.
During the three months ended June 2025, acquisition and integration-related benefits included $33.0 million of gains related to foreign currency exchange contracts to hedge the purchase price of the Helly Hansen acquisition, and $14.0 million of professional and other fees. Total acquisition and integration-related benefits resulted in a corresponding tax impact of $(6.9) million for the three months ended June 2025.
During the three months ended September 2025, acquisition and integration-related costs included $12.0 million of professional and other fees. Total acquisition and integration-related costs resulted in a corresponding tax impact of $2.9 million for the three months ended September 2025.
During the three months ended December 2025, acquisition and integration-related costs included $14.5 million of professional and other fees. Total acquisition and integration-related costs resulted in a corresponding tax impact of $2.7 million for the three months ended December 2025.
During the twelve months ended December 2025, acquisition and integration-related costs included $50.8 million of professional and other fees and $24.1 million of gains related to foreign currency exchange contracts to hedge the purchase price of the Helly Hansen acquisition. Total acquisition and integration-related costs resulted in a corresponding tax impact of $5.3 million for the twelve months ended December 2025.