SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC  20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the Quarterly Period Ended May 1, 2004

 

Commission File Number 333-26999

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes  ý     No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

 

Yes  o     No  ý

 

At June 11, 2004 there were 290,000 shares of Class A Common Stock, $0.01 par value (the “Class A Common”) and 3,605,000 shares of Class B Common Stock, $0.01 par value (the “Class B Common”) of the registrant outstanding.

 

 

ANVIL HOLDINGS, INC.

 

TABLE OF CONTENTS

 

PART I.  FINANCIAL INFORMATION
	Item 1.  Financial Statements
		Consolidated Balance Sheets as of May 1, 2004 (Unaudited) and January 31, 2004
		Unaudited Consolidated Statements of Operations for the Fiscal Quarters Ended May 1, 2004 and May 3, 2003
		Unaudited Consolidated Statement of Stockholders’ Deficiency for the Fiscal Quarter Ended May 1, 2004
		Unaudited Consolidated Statements of Cash Flows for the Fiscal Quarters Ended May 1, 2004 and May 3, 2003
		Unaudited Notes to Consolidated Financial Statements
	Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.  Quantitative and Qualitative Disclosures About Market Risk
	Item 4.  Controls and Procedures
PART II.  OTHER INFORMATION
	Item 3.  Defaults Upon Senior Securities
	Item 6.  Exhibits and Reports on Form 8-K
SIGNATURES

 

2

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

ANVIL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

 

		May 1, 2004			January 31, 2004 *
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	6,317		$	1,451
Accounts receivable, less allowances for doubtful accounts of $1,176 and $1,165		29,726			28,496
Inventories		49,432			52,514
Prepaid and refundable income taxes		4,860			5,620
Deferred income taxes-current portion		3,137			3,137
Prepaid expenses and other current assets		1,327			1,411
Total current assets		94,799			92,629
PROPERTY, PLANT AND EQUIPMENT—Net		32,409			33,210
DEFERRED INCOME TAXES		1,479			1,479
INTANGIBLE ASSETS—Net		2,209			2,284
OTHER ASSETS		1,628			1,738
TOTAL ASSETS		$	132,524		$	131,340
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES:
Accounts payable		$	6,363		$	8,431
Accrued expenses and other current liabilities		11,463			12,712
Revolving credit loan		20,520			16,686
Current portion of term loan		—			586
Total current liabilities		38,346			38,415
10-7/8% SENIOR NOTES		128,883			128,785
OTHER LONG-TERM OBLIGATIONS		655			655
REDEEMABLE PREFERRED STOCK–Net of Treasury Holdings		50,731			49,124
TOTAL LIABILITIES		218,615			216,979
STOCKHOLDERS’ DEFICIENCY:
Common stock
Class A, $.01 par value, 12.5% cumulative; authorized 500,000 shares, issued and outstanding:  290,000 shares (aggregate liquidation value, $69,532 and $67,476)		3			3
Class B, $.01 par value, authorized 7,500,000 shares; issued and outstanding: 3,592,000and 3,605,000 shares		36			36
Class C, $.01 par value; authorized 1,400,000 shares; none issued		—			—
Additional paid-in capital		12,818			12,818
Accumulated deficit		(98,948		)	(98,496		)
TOTAL STOCKHOLDERS’ DEFICIENCY		(86,091		)	(85,639		)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$	132,524		$	131,340

 

*Derived from audited financial Statements

 

See notes to consolidated financial statements.

 

3

 

ANVIL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Share Data)

 

		Fiscal Quarter Ended
		May 1, 2004			May 3, 2003
		(Unaudited)
NET SALES		$	53,021		$	62,675
COST OF GOODS SOLD		40,069			52,667
Gross profit		12,952			10,008
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		6,894			6,795
AMORTIZATION OF INTANGIBLE ASSETS		75			102
Operating income		5,983			3,111
INTEREST EXPENSE:
Interest on borrowings		3,790			3,606
Dividends and accretion on mandatorily redeemable preferred stock		1,607			—
Total interest expense		5,397			3,606
OTHER EXPENSES-NET, PRINCIPALLY AMORTIZATION OF DEBT EXPENSE		226			333
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES		360			(828		)
PROVISION (BENEFIT) FOR INCOME TAXES		812			(265		)
NET (LOSS)		(452		)	(563		)
Less preferred stock dividends and accretion		—			(1,393		)
Less Common A preference		(2,056		)	(1,786		)
NET (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS		$	(2,508	)	$	(3,742	)
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE:
Class A Common Stock		$	6.45		$	5.20
Class B Common Stock		$	(0.64	)	$	(0.96	)
Weighted average shares used in computation of basic and diluted net income (loss) per share:
Class A Common		290,000			290,000
Class B Common		3,605,000			3,602,000

 

See notes to consolidated financial statements.

 

4

 

ANVIL HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

 

(In Thousands)

 

		Common Stock								Additional Paid-in Capital			Accumulated Deficit
		Class A			Class B			Class C								Total
Balance at February 1, 2004		$	3		$	36		—		$	12,818		$	(98,496	)	$	(85,639	)
Net (loss)													(452		)	(452		)
Balance at May 1, 2004		$	3		$	36		—		$	12,818		$	(98,948	)	$	(86,091	)

 

5

 

ANVIL HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands, Except Share Data)

 

		Fiscal Quarter Ended
		May 1, 2004			May 3, 2003
		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)		$	(452	)	$	(563	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of fixed assets		1,711			2,137
Amortization of other assets		283			310
Preferred dividends (interest expense) payable on redemption		1,607			—
Changes in operating assets and liabilities:
Accounts receivable		(1,230		)	(9,246		)
Inventories		3,082			311
Prepaid and refundable income taxes		760			(541		)
Prepaid expenses and other current assets		84			457
Accounts payable		(2,068		)	(2,711		)
Accrued expenses & other liabilities		(1,249		)	(2,213		)
Other—net		—			45
Net cash provided by (used in) operating activities		2,528			(12,014		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(928		)	(1,394		)
Proceeds from disposals of property and equipment		18			120
Net cash used in investing activities		(910		)	(1,274		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Term Loan		(586		)	(586		)
Borrowings under revolving credit agreement		3,834			8,563
Net cash provided by (used in) financing activities		3,248			7,977
(DECREASE) INCREASE IN CASH		4,866			(5,311		)
CASH, BEGINNING OF PERIOD		1,451			9,933
CASH, END OF PERIOD		$	6,317		$	4,622
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest		$	7,324		$	7,140
Cash paid for income taxes		$	50		$	275
Preferred stock dividends payable in cash					$	1,364

 

See notes to consolidated financial statements.

 

6

 

ANVIL HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Thousands, Except Share Data)

 

NOTE 1 -General

 

Basis of Presentation:  The accompanying consolidated financial statements have been prepared in accordance with accounting principles which are generally accepted in the United States of America (“Generally Accepted Accounting Principles” or “GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.  In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the fiscal period ended May 1, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending January 29, 2005, or any other period.  The balance sheet at January 31, 2004 has been derived from the audited financial statements at that date.  For further information, refer to the consolidated financial statements for the fiscal year ended January 31, 2004 included in the Company’s quarterly report on Form 10-K filed with the Securities and Exchange Commission.

 

As used herein, the “Company” refers to Anvil Holdings, Inc. (“Holdings”), including, in some instances, its wholly-owned subsidiary, Anvil Knitwear, Inc., a Delaware corporation (“Anvil”), and its other subsidiaries, as appropriate to the context. The Company is engaged in the business of designing, manufacturing and marketing high quality activewear for men, women and children, supplemented with caps, towels, robes and bags. The Company markets and distributes its products, under its brand names and private labels, primarily to wholesalers and screen printers, principally in the United States.

 

The Company reports its operations in one segment in accordance with Statement of Financial Accounting Standards No. 131, Disclosures About Segments of an Enterprise and Related Information.

 

The Company’s operations are on a “52/53-week” fiscal year ending on the Saturday closest to January 31.  The accompanying consolidated financial statements include the accounts of the Company, after elimination of significant intercompany accounts and transactions.

 

Litigation:  The Company is party to various litigation matters incidental to the conduct of its business.  The Company does not believe that the outcome of any of the matters in which it is currently involved will have a material adverse effect on the consolidated financial condition, liquidity, business or results of operations of the Company.

 

NOTE 2 - Credit Agreements; Senior Exchangeable Preferred Stock

 

Anvil’s Loan and Security Agreement, as amended on May 20, 2004 (the “Loan Agreement”), provides for a maximum revolving credit facility of $40,000 (the “Revolving Credit Facility”).   The Loan Agreement, as amended, expires January 11, 2007.  The

 

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original Loan Agreement included a term loan in the initial principal amount of $11,725, repayable in quarterly principal installments of $586, the last of which was made in April 2004.  Amounts due under the Loan Agreement are secured by substantially all the inventory, receivables, intangible and tangible property, plant and equipment of Anvil.  Holdings and Cottontops, Inc., a Delaware corporation (“Cottontops”) guarantee amounts due under the Loan Agreement.   Interest on the Revolving Credit Facility is at prime plus one-quarter percent or LIBOR plus 2-1/4%, at the Company’s option.  At May 1, 2004, there was $20,520 outstanding under the Revolving Credit Facility bearing interest at 4.25%.

 

In accordance with the provisions of the Company’s Certificate of Designations relating to the 13% Senior Exchangeable Preferred Stock (the “Preferred Stock”), the Company has paid stock dividends aggregating 1,075,782 shares ($26,895 liquidation value).  This amount includes all dividends declared and paid through the March 15, 2002 quarterly dividend payment date.  Dividends subsequent to that date are required to be paid in cash.  The Board of Directors of Holdings has not declared any quarterly dividends since the March 15, 2002 dividend, and such dividends have not been paid.  To date, the accrued dividends amount to $11,455, excluding dividends on preferred shares held by the Company.  Under the Certificate of Designations relating to the Preferred Stock, if the Company fails to make cash dividend payments for four consecutive quarters, the holders of the Preferred Stock, at a special meeting held for that purpose, voting together as a class, may elect two additional directors to the Company’s Board of Directors.    On November 6, 2003, a special meeting of the holders of the Preferred Stock was held for the purpose of electing two additional directors.  At that meeting, two directors, nominated by the holders of Preferred Stock, were elected to the Company’s Board of Directors.

 

NOTE  3 - Inventories

 

Inventories at May 1, 2004 and January 31, 2004 consisted of the following:

 

		May 1, 2004			January 31, 2004
Finished goods		$	39,629		$	41,982
Work-in-process		2,197			1,759
Raw materials and supplies		7,606			8,773
		$	49,432		$	52,514

 

NOTE 4 – Goodwill and Other Intangible Assets – Adoption of SFAS No. 142

 

Effective at the beginning of the fiscal year ended February 1, 2003, the Company adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets.”  The adoption of SFAS No. 142 required that the Company cease amortizing existing goodwill and also requires goodwill to be tested for impairment annually and when an event occurs indicating that it is possible an impairment exists.   Previously recorded amortization had amounted to $719 annually.  As of January 31, 2004, Management tested existing goodwill for impairment by comparing its carrying value with its fair value, which was estimated as a multiple of future cash flow.  Based on this comparison, the Company recorded an impairment of $19,416, representing the entire carrying amount of the Company’s existing

 

8

 

goodwill.  The impairment resulted from an implied reduction in the Company’s fair value resulting from the reduced revenue and gross margin projections caused by the continuing industry-wide decline in selling prices for the Company’s basic goods.  The Company believes, however, that projected cash flows would be adequate to cover the carrying value of its trademarks which continue to be amortized.

 

Intangible assets being amortized consist of trademarks having an aggregate value of $4,858, less accumulated amortization of $2,649 and $2,574 as of May 1, 2004 and January 31, 2004, respectively.  Amortization expense for these trademarks will be $286 for each of the next five fiscal years, beginning with the year ending January 29, 2005.

 

NOTE 5 – Redeemable Preferred Stock/Adoption of SFAS No. 150

 

Effective as of the beginning of the fiscal quarter ended May 1, 2004, the Company adopted the provision of SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.”  SFAS No. 150 requires that financial instruments issued in the form of shares that are mandatorily redeemable be classified as liabilities if such financial instruments embody an unconditional obligation requiring the issuer to redeem them by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur.   Adoption of SFAS No. 150 required the Company to begin classifying its 13% Senior Exchangeable Preferred Stock (the “Preferred Stock”) as a liability, and the related dividends and accretion as interest expense.  Prior to the effective date of SFAS No. 150, the Company classified the Preferred Stock on its balance sheet between liabilities and equity and the related dividends and accretion as a reduction in equity not included as an element of interest expense.  The adoption of FASB No. 150 has no impact on the Company’s computation of basic and diluted net income (loss) per common share.   Restatement of prior periods is not permitted when applying SFAS No. 150.   The Preferred Stock consists of the following:

 

		May 1, 2004			January 31, 2004
Preferred Stock issued and outstanding (Liquidation value, $73,484 and $71,171)		$	73,499		$	71,140
Less—Preferred Stock in treasury (Liquidation value, $22,743 and $22,027)		(22,768		)	(22,016		)
Preferred Stock—net (Liquidation value, $50,741 and $49,144)		$	50,731		$	49,124

 

NOTE 6 – Income (Loss) per Share

 

Net income (loss) per share as presented in the accompanying consolidated statements of operations is computed by dividing net income (loss) applicable to each class of Common Stock by the average number of shares of such stock outstanding, excluding anti-dilutive options.   Dividends and accretion on the Company’s Preferred Stock (net of treasury shares) were deducted from net income (loss) for all fiscal periods through January 31, 2004 to arrive at net income (loss) applicable to common stockholders.  Subsequent thereto, such dividends and accretion are classified as interest expense.  See Note 5; this change in classification of preferred dividends has no impact on the Company’s computation of basic and diluted net income (loss) per common share.  The 12.5%

 

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liquidation preference relating to the Company’s Class A Common Stock is considered as per share earnings of that class only.  Following is the computation of the per share amounts as presented in the consolidated statements of operations:

 

		Fiscal Quarter Ended
		May 1, 2004			May 3, 2003
Net (loss) attributable to common stockholders		$	(2,508	)	$	(3,742	)
Net (loss) per common share		$	(0.64	)	$	(0.96	)
Preference per Class A common share		7.09			6.16
Net income per Class A common share		$	6.45		$	5.20
Net (loss) income per Class B common share		$	(0.64	)	$	(0.96	)
Weighted average shares used in computation of basic and diluted net income (loss) per share:
Class A Common		290,000			290,000
Class B Common		3,605,000			3,602,000

 

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NOTE 7 - Summarized Financial Data of Certain Wholly-Owned Subsidiaries

 

Holdings has no independent operations apart from its wholly-owned subsidiary, Anvil, and its sole asset is the capital stock of Anvil.  Anvil is Holdings’ only direct subsidiary.  Holdings and Cottontops fully and unconditionally, jointly and severally guarantee the 10-7/8% Senior Notes of Anvil.   In addition to Cottontops, Anvil has five other direct subsidiaries (the “Non-U.S. Subsidiaries”) which do not guarantee the Senior Notes: A.K.H., S.A., Estrella Mfg. Ltda. and Star, S.A., organized in Honduras; Livna, Limitada, organized in El Salvador; and CDC GmbH, organized in Germany.  There are no other direct or indirect subsidiaries of the Company.   The following information presents certain condensed consolidating financial data for Holdings, Anvil, Cottontops and the Non-U.S. Subsidiaries.  Complete financial statements and other disclosures concerning Anvil, Cottontops and the Non-U.S. Subsidiaries are not presented because Management has determined they are not material to investors.

 

		Holdings			Anvil			Cottontops			Non-U.S. Subsidiaries			Elim- inations			Holdings and Subsidiaries Consolidated
Quarter Ended May 1, 2004
Balance Sheet Data
Cash and cash equivalents					$	5,618		$	3		$	696					$	6,317
Accounts receivable-net					25,045			3,673			1,008						29,726
Inventories					44,985			2,796			1,651						49,432
Other current assets					8,924			108			292						9,324
Total current assets					84,572			6,580			3,647						94,799
Property, plant & equipment-net					26,136			708			5,565						32,409
Intangibles and other non-current assets-net					5,003						313						5,316
Investment in Anvil		$	(35,360	)										$	35,360
Investment in Cottontops					6,860									(6,860		)
Investment in Non-U.S. Subsidiaries					7,027									(7,027		)
		$	(35,360)		$	129,598		$	7,288		$	9,525		$	21,473		$	132,524
Accounts payable					$	5,674		$	321		$	368					$	6,363
Accrued liabilities and other current liabilities					9,226			107			2,130						11,463
Revolving credit loan					20,520												20,520
Long-term debt and other non-current liabilities		$	50,731		129,538												180,269
Stockholders’ (deficiency)/ equity		(86,091		)	(35,360		)	6,860			7,027			$	21,473		(86,091		)
		$	(35,360)		$	129,598		$	7,288		$	9,525		$	21,473		$	132,524
Statement of Operations Data
Net sales					$	46,737		$	5,270		$	5,699		(4,685		)	$	53,021
Cost of goods sold					34,319			5,155			5,280			(4,685		)	40,069
Gross profit					12,418			115			419						12,952
Operating expenses					6,560			158			251						6,969
Interest expense and other		$	1,607		4,016												5,623
(Loss) income before taxes		(1,607		)	1,842			(43		)	168						360
(Benefit) for income taxes		—			761			(18		)	69						812
Net (loss) income		$	(1,607	)	$	1,081		$	(25	)	$	99					$	(452	)
Cash Flow Data
Cash (used) provided by operations					$	4,268		$	(2,308	)	$	568					$	2,528
Investing Activities—Purchase of property, plant & equipment and other-net					(833		)	(45		)	(32		)				(910		)
Financing Activities—Borrowings repayments and other-net					3,248												3,248
Intercompany financing activities					(2,191		)	2,354			(163		)				—
Increase (decrease) in cash					4,492			1			373						4,866
Cash at beginning of period					1,126			2			323						1,451
Cash at end of period					$	5,618		$	3		$	696					$	6,317
Quarter Ended May 3, 2003
Statement of Operations Data
Net sales					$	56,545		$	5,722		$	6,265		$	(5,857	)	$	62,675
Cost of goods sold					48,051			4,743			5,730			(5,857		)	52,667
Gross profit					8,494			979			535						10,008
Operating expenses					6,520			193			184						6,897
Interest expense and other					3,880			(7		)	66						3,939
(Loss) income before taxes					(1,906		)	793			285						(828		)
(Benefit) provision for income taxes					(610		)	254			91						(265		)
Net (loss) income					$	(1,296	)	$	539		$	194					$	(563	)
Cash Flow Data
Cash (used) provided by operations					$	(12,452	)	$	(70	)	$	508					$	(12, 014	)
Investing Activities—Purchase of property, plant & equipment and other-net					(1,073		)	(113		)	(88		)				(1,274		)
Financing Activities—Borrowings under revolving credit agreement and other-net					7,977												7,977
Intercompany financing activities					(485		)	1,074			(589		)
Increase (decrease) in cash					(6,033		)	891			(169		)				(5,311		)
Cash at beginning of period					9,101			2			830						9,933
Cash at end of period					$	3,068		$	893		$	661					$	4,622

 

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		Holdings			Anvil			Cottontops			Non-U.S. Subsidiaries			Elim- inations			Holdings and Subsidiaries Consolidated
Year Ended January 31, 2004
Balance Sheet Data
Cash and cash equivalents					$	1,126		$	2		$	323					$	1,451
Accounts receivable-net					24,748			2,438			1,310						28,496
Inventories					49,592			1,607			1,315						52,514
Other current assets					9,770			133			265						10,168
Total current assets					85,236			4,180			3,213						92,629
Property, plant & equipment-net					26,412			720			6,078						33,210
Intangibles and other non-current assets-net					5,188						313						5,501
Investment in Anvil		$	(36,515	)										$	36,515
Investment in Cottontops					4,531									(4,531		)
Investment in Non-U.S. Subsidiaries					7,091									(7,091		)
		$	(36,515	)	$	128,458		$	4,900		$	9,604		$	24,893		$	131,340
Accounts payable					$	7,586		$	255		$	590					$	8,431
Accrued liabilities and other current liabilities					11,261			114			1,923						13,298
Revolving credit loan					16,686												16,686
Long-term debt and other non-current liabilities					129,440												129,440
Redeemable preferred stock		$	49,124														49,124
Stockholders’ (deficiency)/ equity		(85,639		)	(36,515		)	4,531			7,091			$	24,893		(85,639		)
		$	(36,515	)	$	128,458		$	4,900		$	9,604		$	24,893		$	131,340

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Critical Accounting Policies And Estimates

 

The Company’s significant accounting policies are more fully described in Note 3 to the consolidated financial statements, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission.  The application of accounting policies require judgement by Management in selecting the appropriate assumptions for calculating financial estimates.  By their nature, these judgements are subject to an inherent degree of uncertainty and are based upon historical experience, trends in the industry, and information available from outside sources. The preparation of financial statements in conformity with GAAP requires Management to make certain 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.  The Company’s significant critical accounting policies include:

 

Revenue Recognition and Allowances—Revenue is recognized at the time merchandise is shipped and title has passed.  Allowances for sales returns, discounts and for estimated uncollectible accounts are provided when sales are recorded, based upon historical experience and current trends, and periodically updated, as appropriate.     Overall, these allowances have increased slightly in recent fiscal periods.  While the actual amounts have been within the range of the Company’s projections, there can be no assurances that this will continue in the future.

 

Inventories—Inventories are stated at the lower of cost or market, with cost being determined by the first-in, first-out (FIFO) method.  If required, based upon Management’s judgement, reserves for slow moving inventory and markdowns of inventory which has declined significantly in value are provided.  Reflective of industry-wide lower selling prices for basic goods, the Company’s markdowns of inventory have increased significantly over the last three fiscal years.  While such markdowns have been within the range of Management’s projections, the Company cannot guarantee that it will continue to experience the same level of markdowns, or that markdowns taken will be adequately representative of any future declines in selling prices.

 

Evaluation of Long-Lived Assets—Long-lived assets are assessed for recoverability whenever events or changes in circumstances indicate that an asset may have been impaired.   In evaluating an asset for recoverability, the Company estimates the future cash flows expected to result from the use of the asset and eventual disposition.  If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized.  Pursuant to SFAS No. 144, through May 1, 2004, there were no adjustments to the carrying amount of long-lived assets resulting from the Company’s evaluation for any periods presented in the accompanying financial statements.

 

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Results of Operations

 

The Company’s results of operations are affected by numerous factors, including competition, general economic conditions, raw material costs, mix of products sold and plant utilization.  Certain activewear products of the type manufactured by the Company are generally available from multiple sources and the Company’s customers often purchase products from more than one source. To remain competitive, the Company reviews and adjusts its pricing structure from time to time in response to price changes.  The Company generally does not lead its competitors in pricing, but instead modifies its prices to the extent necessary to remain competitive with those set by its competitors.

 

The gross profit margins of the Company’s products vary significantly.  Accordingly, the Company’s overall gross profit margin is affected by its product mix.  In addition, plant utilization levels are important to profitability due to the substantial fixed costs of the Company’s textile operation.   The largest component of the Company’s cost of goods sold is the cost of yarn.  The Company obtains substantially all of its yarn from a number of domestic yarn suppliers, generally placing orders based upon Management’s expectations regarding future yarn prices and levels of supply.  Yarn prices fluctuate from time to time principally as a result of competitive conditions in the yarn market and the cost of raw cotton.  The Company adjusts the timing and size of its purchase orders for yarn based on projected trends in the yarn market.   Management is continually reviewing and adjusting the Company’s purchase commitments to take advantage of price decreases and ameliorate the impact of price increases.

 

The following table sets forth, for each of the periods indicated, certain statement of operations data, expressed as a percentage of net sales.

 

		Fiscal Quarter Ended
		May 1, 2004			May 3, 2003
Statement of Operations Data:
Net sales		100.0		%	100.0		%
Cost of goods sold		75.6			84.0
Gross profit		24.4			16.0
Selling, general and administrative expenses		13.0			10.9
Interest expense		10.2		†	5.8
Other Data:
EBITDA (1)		$	7,769,000		$	5,350,000
Percentage of net sales		14.7		%	8.5		%

 

† Includes preferred dividends of $1,607,000 for the period ended May 1, 2004, as a result of adopting SFAS No. 150.  The prior year’s quarter excluded such dividends from interest expense.  Interest expense on debt (excluding Preferred Stock) for the current quarter is 7.2% of net sales..

 

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(1) EBITDA is defined as operating income plus depreciation and amortization and certain other non-cash charges.  EBITDA should not be considered in isolation or as a substitute for net income, cash flows from operating activities and other income or cash flow statement data, or as a measure of profitability or liquidity. Management believes, however, that EBITDA represents a useful measure of assessing the performance of the Company’s ongoing operating activities as it reflects earnings trends of the Company.   In addition, Management believes EBITDA is a widely accepted financial indicator of a company’s ability to service and/or incur indebtedness.  EBITDA does not take into account the Company’s debt service requirements and other commitments and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. The EBITDA measure presented herein may not be comparable to other similarly titled measures of other companies.  Following is the computation of EBITDA for the periods indicated.

 

			Fiscal Quarter Ended
			May 1, 2004			May 3, 2003
Net (loss)			$	(452,000	)	$	(563,000	)
Add back:
Provision (benefit) for income taxes			812,000			(265,000		)
Interest expense			5,397,000			3,606,000
Other expenses (non-operating)			226,000			333,000
Operating income (loss)			5,983,000			3,111,000
Add:	Depreciation of fixed assets		1,711,000			2,137,000
	Amortization of intangible assets		75,000			102,000
EBITDA			$	7,769,000		$	5,350,000

 

Quarter Ended May 1, 2004 Compared to Quarter Ended May 3, 2003

 

Net sales for the quarter ended May 1, 2004 amounted to $53,021,000, as compared to $62,675,000 for the comparable quarter of the preceding fiscal year, a decrease of $9,654,000, or 15.4%.   Total units sold were approximately 19% less than the preceding year’s quarter.  However, this decline in volume was partially offset by an increase of nearly 5% in the average selling price of all goods sold.

 

Gross profit for the quarter ended May 1, 2004 increased $2,944,000 (29.4%) when compared to the first quarter of the prior fiscal year.  Gross margin in the current period improved to approximately 24.4%, as compared to approximately 16% in the prior year’s quarter. This improvement is primarily the result of two factors: (i) lower manufacturing costs resulting from the Company’s consolidation of its textile operations; and (ii) an improvement in the Company’s product mix toward goods having traditionally higher gross margins.  This improvement was accomplished by reduced emphasis on sales of the Company’s basic white T-Shirts, which have experienced a significant decline in selling prices over the last several years.

 

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Selling, general and administrative expenses (including distribution expense) increased $99,000  (1.5%) in the quarter ended May 1, 2004 compared to the quarter ended May 3, 2003.  This increase is largely the result of additional advertising expenditures of approximately $170,000, partially offset by lower distribution costs due to reduced volume.

 

Interest expense on borrowings was $184,000 greater in the current fiscal quarter than the same period of the prior year.  Interest rates were approximately the same during each quarter, but the Company utilized more borrowings under its Revolving Credit Facility in the current year’s quarter than during the same period of the prior year.  Also, pursuant to SFAS No. 150 (see Note 5 to the financial statements), in the current fiscal quarter the Company began classifying dividends and accretion on its Redeemable Preferred Stock ($1,607,000) as interest expense.

 

Provision for income taxes reflects a significantly higher effective tax rate than in previous fiscal periods because the aforementioned preferred dividends of $1,607,000, although now classified as interest expense for accounting presentations, remain non-deductible for Federal and state tax purposes.

 

Liquidity and Capital Resources

 

The Company has historically utilized funds generated from operations and borrowings under its credit agreements to meet working capital and capital expenditure requirements. The Company made capital expenditures of  $17,435,000 and $3,708,000 in the fiscal years ended February 1, 2003 and January 31, 2004, respectively.  The amount for the year ended February 1, 2003 includes expenditures relating to the consolidation into one textile facility and the expansion of that facility.  Management estimates that capital expenditures in the fiscal year ending January 29, 2005 and thereafter will aggregate approximately $6,000,000 annually.  Historically, the Company’s major capital expenditures have related to the acquisition of machinery and equipment and management information systems hardware and software.

 

The Company’s principal working capital requirements are financing accounts receivable and inventories.  The Company also expended $13,201,000 through the fiscal year ended February 2, 2003 to acquire a portion of its Redeemable Preferred Stock.

 

At May 1, 2004 the Company had net working capital of $56,453,000 comprised of $6,317,000 in cash and cash equivalents, $29,726,000 of accounts receivable, $49,432,000 of inventories, $9,324,000 of other current assets, and $38,346,000 in revolving credit borrowings, accounts payable and other current liabilities.

 

Anvil’s Loan and Security Agreement, as amended on May 20, 2004 (the “Loan Agreement”), provides for a maximum revolving credit facility of $40,000,000 (the “Revolving Credit Facility”).   The Loan Agreement, as amended, expires January 11, 2007.  The original Loan Agreement included a term loan in the initial principal amount of $11,725,000 repayable in quarterly principal installments of $586,000, the last of which was made in April 2004.  Amounts due under the Loan Agreement are secured by

 

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substantially all the inventory, receivables, intangible and tangible property, plant and equipment of Anvil.  Holdings and Cottontops guaranty amounts due under the Loan Agreement.   Interest on the Revolving Credit Facility is at prime plus one-quarter percent or LIBOR plus 2-1/4%, at the Company’s option.  At May 1, 2004, there was $20,520,000 outstanding under the Revolving Credit Facility bearing interest at 4.25%.

 

Holdings has no independent operations with its sole asset being the capital stock of Anvil, which stock is pledged to secure the obligations under the Loan Agreement.  As a holding company, Holdings’ ability to pay cash dividends on the Senior Preferred Stock or, if issued, principal and interest on the debentures into which the Senior Preferred Stock is convertible (the “Exchange Debentures”) is dependent upon the earnings of Anvil and its subsidiaries and their ability to declare dividends or make other intercompany transfers to Holdings.  Under the terms of the Senior Indenture, Anvil may incur certain indebtedness pursuant to agreements that may restrict its ability to pay such dividends or other intercompany transfers necessary to service Holdings’ obligations, including its obligations under the terms of the Senior Preferred Stock and, if issued, the Exchange Debentures. The Senior Note Indenture restricts, among other things, Anvil’s and certain of its subsidiaries’ ability to pay dividends or make certain other “restricted” payments (except to the extent, among other things, the restricted payments are less than 50% of the Consolidated Net Income of Anvil [as defined therein]), to incur additional indebtedness, to encumber or sell assets, to enter into transactions with affiliates, to enter into certain guarantees of indebtedness, to make certain investments, to merge or consolidate with any other entity and to transfer or lease all or substantially all of their assets. Neither the Senior Note Indenture nor the Loan Agreement restricts Anvil’s subsidiaries from declaring dividends or making other intercompany transfers to Anvil.

 

The Company’s ability to satisfy its debt obligations, including, in the case of Anvil, to pay principal and interest on the Senior Notes and, in the case of Holdings, to pay principal and interest on the Exchange Debentures, if issued, to perform its obligations under its guarantees and to pay cash dividends on the Senior Preferred Stock, will depend upon the Company’s future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, certain of which are beyond its control, as well as the availability of revolving credit borrowings under the Loan Agreement.  However, the Company may be required to refinance a portion of the principal of the Senior Notes and, if issued, the Exchange Debentures prior to their maturity and, if the Company is unable to service its indebtedness, it will be forced to take actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing its indebtedness, or seeking additional equity capital.  There can be no assurance that if any of these remedies are necessary, they could be effected on satisfactory terms, if at all.

 

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Contractual Obligations and Commitments

 

A summary of the Company’s contractual obligations and commitments as of May 1, 2004 is as follows:

 

Contractual Obligations		Less Than 1 Year			1-3 Years			4-5 Years			After 5 Years			Total
Long-term debt								$	130,000,000					$	130,000,000
Operating leases		$	2,821,000		$	4,509,000		243,000						7,573,000
Redeemable Preferred Stock											$	96,197,000		96,197,000
Total		$	2,821,000		$	4,509,000		$	130,243,000		$	96,197,000		$	233,770,000

 

The Company believes that, based upon current and anticipated levels of operations, funds generated from operations, together with other available sources of liquidity, including borrowings under the Loan Agreement, will be sufficient over the next twelve months for the Company to fund its normal working capital requirements and satisfy its debt service requirements.

 

Seasonality

 

The Company’s business is not significantly seasonal as it manufactures and sells a wide variety of activewear products that may be worn throughout the year.

 

Effect of Inflation

 

Inflation generally affects the Company by increasing the interest expense of floating rate indebtedness and by increasing the cost of labor, equipment and raw materials.  The Company does not believe that inflation has had any material effect on the Company’s business during the periods discussed herein.

 

Recent Accounting Pronouncements

 

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities which will supersede Emerging Issues Task Force Consensus No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).  SFAS No. 146 will affect the timing of the recognition of costs associated with an exit or disposal plan by requiring them to be recognized when incurred rather than at the date of a commitment to an exit or disposal plan.  SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002.  The adoption of SFAS No. 146 is not expected to have a material impact on the Company’s results of operations or financial position.

 

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In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123, Accounting for Stock-Based Compensation.  This Statement amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for annual periods ending after December 15, 2002 and interim periods beginning after December 15, 2002.  The adoption of SFAS No. 148 did not have a material impact on the Company’s results of operations or financial position.

 

In November 2002, the FASB approved FASB Interpretation No. 45  (“FIN 45”) “Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others,” an Interpretation of FASB Statement No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34.  FIN 45 clarifies the requirements of SFAS No. 5, “Accounting for Contingencies”, relating to a guarantor’s accounting for, and disclosure of, the issuance of certain types of guarantees.  Specifically, FIN 45 requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The provisions for initial recognition and measurement are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002, irrespective of a guarantor’s fiscal year-end. However, the disclosure provisions of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002.  The adoption of FIN 45 did not have a material impact on the Company’s results of operations or financial position.

 

In December 2003, the FASB issued FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an Interpretation of ARB No. 51 (FIN 46R). This Interpretation, which replaces FASB Interpretation No. 46 Consolidation of Variable Interest Entities, clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. Application of FIN 46R is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003. Application by public entities (other than small business issuers) for all other types of entities is required in financial statements for periods ending after March 15, 2004. The Company’s adoption of FIN 46R did not have a material impact on its consolidated financial position and results of operations.

 

Statement Regarding Forward-Looking Information

 

The Company’s results of operations have been significantly affected by an industry-wide decline in selling prices of more than 30% over the last three years.  The Company continues its efforts to mitigate the effects of this decline by exploring additional cost

 

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reduction methods and improvements in manufacturing efficiencies, which could entail additional capital expenditures.  Management is actively seeking to diversify and expand the Company’s customer base and also plans to place increased emphasis on the sale of goods sourced as finished products.   Modifications to the Company’s historical methods of producing and acquiring fabric are being considered and less emphasis is being placed on the sale of basic white T-Shirts, the selling prices of which have declined significantly over the last several years.

 

The Company is including the following cautionary statement in this Form 10-Q to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts.  From time to time, the Company may publish or otherwise make available forward-looking statements of this nature.  All such subsequent forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are also expressly qualified by these cautionary statements.  Certain statements contained herein are forward-looking statements and accordingly involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.  The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions.  The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitation, Management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties, but there can be no assurance that Management’s expectation, beliefs or projections will result or be achieved or accomplished.  In addition to the other factors and matters discussed elsewhere herein, the following factors are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements:

 

1.         Changes in economic conditions, in particular those which affect the activewear market.

2.         Changes in the availability and/or price of yarn, in particular, if increases in the price of yarn are not passed along to the Company’s customers.

3.         Changes in senior management or control of the Company.

4.         Inability to obtain new customers or retain existing ones.

5.         Significant changes in competitive factors, including product pricing conditions, affecting the Company.

6.         Governmental/regulatory actions and initiatives, including, those affecting financings.

7.         Significant changes from expectations in actual capital expenditures and operating  expenses.

8.         Occurrences affecting the Company’s ability to obtain funds from operations, debt or equity to finance needed capital expenditures and other investments.

9.         Significant changes in rates of interest, inflation or taxes.

 

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10.   Significant changes in the Company’s relationship with its employees and the potential adverse effects if labor disputes or grievances were to occur.

11. Changes in accounting principles and/or the application of such principles to the  Company.

 

The foregoing factors could affect the Company’s actual results and could cause the Company’s actual results during fiscal 2004 and beyond to be materially different from any anticipated results expressed in any forward-looking statement made by or on behalf of the Company.  The Company disclaims any obligation to update any forward-looking statements to reflect events or other circumstances after the date hereof.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

The Company believes that its potential exposure to market and interest rate risk is not material.

 

Item 4.  Controls and Procedures

 

The Company’s Chief Executive Officer (who is also the Chief Financial Officer) has evaluated the Company’s disclosure controls and procedures as of  June 8, 2004 and concluded that these controls and procedures are effective.

 

There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to June 8, 2004.

 

PART II - OTHER INFORMATION

 

Item 3.  Defaults Upon Senior Securities.

 

The Board of Directors of the Registrant has not declared any quarterly dividends on the Company’s 13% Senior Exchangeable Preferred Stock (the “Preferred Stock”) since the March 15, 2002 dividend, and such dividends have not been paid.  To date, the accrued dividends amount to $11,455,000, excluding dividends on Preferred Stock held by the Company.

 

Item 6.  Exhibits and Reports on Form 8-K.

 

(a) Exhibits
31.1	Certification pursuant to section 240.13a-14 of general rules and regulations of the Securities Exchange act of 1934.
(b) Reports on Form 8-K
	None.
Items 1, 2, 4 and 5 are not applicable and have been omitted.

 

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ANVIL HOLDINGS, INC. AND SUBSIDIARIES

 

 

SIGNATURES

 

 

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

 

 

ANVIL HOLDINGS, INC.
(Registrant)
/s/Pasquale Branchizio
Pasquale Branchizio
Vice President of Finance
(Principal Accounting Officer)
Dated: June 11, 2004

 

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