10-Q 1 form10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 1, 2005. --------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 333-24189 --------- GFSI, INC. --------------------------------------------------- (Exact name of registrant specified in its charter) Delaware 74-2810748 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 9700 Commerce Parkway Lenexa, Kansas 66219 ---------------------------------------- (Address of principal executive offices) (913) 693-3200 ---------------------------------------------------- (Registrant's telephone number, including area code) 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. (1) Yes (X) No ( ) (2) Yes (X) No ( ) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No (X) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, $0.01 par value per share - 1 share issued and outstanding as of February 1, 2005. 1 GFSI, INC. AND SUBSIDIARIES Quarterly Report on Form 10-Q For the Quarter Ended January 1, 2005 INDEX Page ---- PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 17 ITEM 4 - CONTROLS AND PROCEDURES 17 PART II - OTHER INFORMATION 18 SIGNATURE PAGE 19 2 GFSI, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data)

~~September~~January 271, ~~June~~July 283, ~~2003~~2005 ~~2003~~2004 -----------~~--------~~ ----------~~-----~~ ASSETS (unaudited) Current assets: Cash and cash equivalents $ ~~1,383~~745 $ ~~1,387~~911 Accounts receivable, net 3525,~~385~~873 3432,~~357~~831 Inventories, net 3741,~~739~~063 4245,~~663~~616 Prepaid expenses and other current assets 1,~~400~~793 1,~~323~~667 Deferred income taxes 1,~~204~~099 1,~~303~~077 ------------- ------------ Total current assets 7770,~~111~~573 8182,~~033~~102 Property, plant and equipment, net 1823,~~697~~504 1922,~~883~~990 Other assets: Deferred financing costs, net 21,~~707~~675 2,~~959~~073 ~~Investment in parent company bonds -- 9,900~~ Other 85170 9122 ------------- ------------ Total assets $ 9895,~~600~~922 $ ~~113~~107,~~784~~287 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities: Accounts payable $ 174,~~908~~152 $ 712,~~843~~304 Accrued interest expense 14,~~012~~542 4,~~365~~424 Accrued expenses 7,~~883~~847 67,~~151~~245 Income taxes payable 1011,~~928~~180 810,~~850~~478 Current portion of long-term debt ~~377~~155 ~~324~~190 ------------- ------------ Total current liabilities 3827,~~108~~876 2734,~~533~~641 Deferred income taxes 1,~~160~~432 1,~~194~~501 Other long-term obligations ~~491~~452 ~~491~~452 Long-term debt, less current portion ~~151~~154,~~934~~430 ~~158~~160,~~639~~629 Stockholders' equity (deficiency): Common stock, $.01 par value, 10,000 shares authorized, one share issued and outstanding at ~~September~~January 271, ~~2003~~2005 and ~~June~~July 283, ~~2003~~2004 -- -- Additional paid-in capital 71,442 5971,~~127~~442 Parent company bonds acquired (3424,~~445~~995) --(24,995) Accumulated deficiency (~~130~~134,~~090~~715) (~~133~~136,~~200~~383) ------------- ------------ Total stockholders' deficiency (9388,~~093~~268) (7489,~~073~~936) ------------- ------------ Total liabilities and stockholders' equity (deficiency) $ 9895,~~600~~922 $ ~~113~~107,~~784~~287 ============= ============ See notes to consolidated financial statements.

3 GFSI, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands)

Quarter Ended ~~September~~Six 27Months Ended January 1, ~~September~~January 283, ~~2003~~January ~~2002~~1, ~~CASH~~January ~~FLOWS~~3, ~~FROM~~2005 ~~OPERATING~~2004 ~~ACTIVITIES:~~2005 2004 ---------- ---------- ---------- ---------- Net ~~income~~sales $ 344,~~367~~161 $ 249,~~627~~701 ~~Adjustments~~$ to97,600 ~~reconcile~~$103,519 ~~net~~Cost ~~income to net cash provided by operating activities: Depreciation 657 780 Amortization~~ of ~~deferred~~sales ~~financing~~27,969 ~~costs~~30,635 ~~253~~60,728 ~~243~~63,387 ~~Amortization~~-------- of-------- ~~other intangibles~~ -------- ~~250 (Gain) loss on sale or disposal of property, plant and equipment (939)~~ -------- ~~Deferred~~Gross ~~income~~profit ~~taxes 66 (15) Changes in operating assets and liabilities: Accounts receivable~~16,192 ~~net (1~~19,~~028)~~066 (836,~~034)~~872 ~~Inventories~~40,132 ~~net~~Operating ~~4,924~~expenses: ~~(3,102)~~Selling ~~Prepaid expenses~~6,797 ~~other current assets and other assets (153) (55) Income taxes payable 2~~6,~~078~~721 (114,~~166)~~154 ~~Accounts payable~~13,494 ~~accrued~~General ~~expenses~~ and ~~other~~administrative ~~long-term~~6,117 ~~obligations~~6,762 812,~~105~~130 112,~~638~~744 ---------- -------- ~~Net cash provided by (used in) operating activities 17,330 (6,834)~~ ---------- -------- ~~CASH~~12,914 ~~FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales of property~~13,483 ~~plant and equipment 2~~26,~~797~~284 ~~-- Purchases of property~~26,238 ~~plant and equipment (990) (861)~~ ---------- -------- ~~Net cash provided by (used in) investing activities 1,807 (861)~~ ---------- -------- ~~CASH~~Operating ~~FLOWS~~income ~~FROM~~3,278 ~~FINANCING~~5,583 ~~ACTIVITIES:~~10,588 ~~Net~~13,894 ~~change~~Other inincome ~~short~~(expense): ~~term~~Interest ~~borrowings~~expense ~~and revolving credit agreement~~ (63,~~663~~868) 8(3,~~321~~975) ~~Purchase of parent company bonds~~ (127,~~230~~708) ~~-- Distributions to GFSI Holdings~~(7,706) ~~Inc.~~Gain (~~240~~loss) ~~(128)~~on ~~Issuance~~sale of ~~long-term~~Property, ~~debt~~plant 82and ~~450~~equipment ~~Payments on long-term debt~~ (7218) ~~(46)~~-- ~~Other~~3 ~~(1)~~939 ~~(13)~~-------- -------- -------- -------- ~~Net cash provided by~~ (~~used~~3,886) in(3,975) ~~financing activities~~ (197,~~124~~705) 8(6,~~584~~767) ---------- -------- ~~Effect of foreign exchange rate changes on cash (17) (6)~~ ---------- -------- ~~Net~~Income ~~increase~~ (~~decrease~~loss) inbefore ~~cash~~income ~~and~~taxes ~~cash equivalents~~ (4608) 1,608 2,883 ~~Cash~~7,127 ~~and~~Income ~~cash~~tax ~~equivalents~~expense at(benefit) ~~beginning~~(233) of628 ~~period~~ (1,~~387~~125) ~~313~~2,780 -------- -------- -------- ~~Cash~~-------- ~~and~~Net ~~cash~~income ~~equivalents~~(loss) at$ ~~end~~(375) of$ ~~period~~980 ~~1,383~~ $ 1,~~196~~758 ~~========== ======== Supplemental cash flow information: Interest paid~~ $ 64,~~832~~347 ~~$ 6,499~~ ========== ======== ~~Income taxes paid $ 9 $ 57~~ ========== ======== ~~Non-cash financing activities: Parent company bonds contributed $ 12,315 $ -- ========== ======== See notes to consolidated financial statements.~~

See notes to consolidated financial statements. 4 GFSI, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)

4.Six ~~Condensed~~Months ~~Consolidating~~Ended ~~Financial~~January ~~Information~~1, January 3, 2005 2004 ---------- ------------~~-----------------------~~ ~~The~~CASH ~~accompanying~~FLOWS ~~condensed~~FROM ~~consolidating~~OPERATING ~~financial~~ACTIVITIES: ~~information~~Net ~~has~~income ~~been~~$ ~~prepared~~1,758 ~~and~~$ ~~presented~~4,347 ~~pursuant~~Adjustments to ~~SEC~~reconcile ~~Regulation~~net ~~S-X~~income ~~Rule~~to ~~3-10~~net ~~"Financial~~cash ~~statements~~provided ofby ~~guarantors~~operating ~~and~~activities: ~~issuers~~Depreciation of1,582 ~~guaranteed securities registered or being registered." This information is not necessarily intended to present the financial position~~1,304 ~~results~~Amortization of ~~operations~~deferred ~~and~~financing ~~cash~~costs ~~flows~~406 of465 ~~the~~Gain ~~individual~~on ~~companies~~sale or ~~groups~~disposal of ~~companies in accordance with accounting principles generally accepted in the United States of America. Each of the subsidiary guarantors are 100% owned by GFSI~~property, ~~Inc.~~plant ~~The subsidiary guarantees of GFSI, Inc.'s debts are full~~ and ~~unconditional~~equipment ~~and~~-- ~~joint~~(939) ~~and~~Deferred ~~several.~~income Astaxes ~~of September 27, 2003~~ (~~in thousands~~91) ~~(unaudited):~~511 ~~Parent~~Changes ~~Subsidiary~~in ~~Consolidating~~operating ~~Consolidated Obligor Guarantors Adjustments GFSI, Inc. Assets: Current~~ assets: ~~Cash~~ and ~~cash~~liabilities: ~~equivalents $ 1,303 $ 80 $ -- $ 1,383~~ Accounts receivable, net 206,~~118~~958 206,~~543~~446 ~~(5,276) 35,385~~ Inventories, net 354,~~576~~553 29,~~163~~342 ~~-- 37,739~~ Prepaid expenses, ~~and~~ other current assets 1,270 130 -- 1,400 Deferred income taxes 1,204 -- -- 1,204 ------------- ------------ ------------ ------------ Total current assets 59,471 22,916 (5,276) 77,111 Investment in equity of subsidiaries 20,069 -- (20,069) -- Property, plant and ~~equipment,~~other ~~net 18,462 235 -- 18,697 Other~~ assets ~~3,406~~ (~~612~~174) (2533) ~~2,792~~Income ~~-------------~~taxes ~~------------~~payable ~~------------~~702 ~~------------ Total assets $ 101~~1,~~408~~825 ~~$ 22,539 $ (25,347) $ 98,600 ============= ============ ============ ============ Liabilities and stockholders' equity: Current liabilities:~~ Accounts payable ~~$ 22~~,~~921~~ $accrued ~~263 $ (5,276) $ 17,908 Accrued interest expense 1,012 -- -- 1,012 Accrued~~ expenses ~~5,578~~and ~~2,305~~other ~~-- 7,883 Income taxes payable 11,026 (98) -- 10,928 Current portion of~~ long-term ~~debt 377 -- -- 377 ------------- ------------ ------------ ------------ Total current liabilities 40,914 2,470 (5,276) 38,108 Deferred income taxes 1,160 -- -- 1,160 Other long-term~~ obligations ~~491 -- -- 491 Long-term debt, less current portion 151,934 -- -- 151,934 Stockholders' equity~~ (~~deficiency) (93~~7,~~091~~432) ~~20,069~~ (~~20,071~~158) ~~(93,093)~~ --------~~-----~~ --------~~----~~ ~~------------~~Net ~~------------~~cash ~~Total~~provided ~~liabilities~~by ~~and~~operating ~~stockholders'~~activities ~~equity $ 101~~8,~~408~~262 $ 22,~~539~~610 $ (25,347) $ 98,600 (deficiency) ============= ============ ============ ============ 8 Quarter ended September 27, 2003 (in thousands) (unaudited): Parent Subsidiary Consolidating Consolidated Obligor Guarantors Adjustments GFSI, Inc. Net sales $ 32,118 $ 21,850 $ (150) $ 53,818 Cost of sales 19,751 13,151 (150) 32,752 Selling expenses 3,473 3,300 -- ~~6,773 General and administrative expense 5,111 871~~ -- ~~5,982~~ ----~~----~~ --------- ~~--------~~CASH ~~---------~~FLOWS ~~Total~~FROM ~~costs~~INVESTING ~~and~~ACTIVITIES: ~~expenses~~Proceeds ~~28,335~~from ~~17,322~~sales ~~(150)~~of 45property,~~507~~ ~~--------~~plant ~~---------~~and ~~--------~~equipment ~~---------~~69 ~~Operating income 3~~2,~~783~~797 ~~4,528~~Purchases --of 8property,~~311~~ ~~Equity~~plant inand ~~net~~equipment ~~earnings of subsidiaries 2,755 --~~ (2,~~755~~165) ~~-- Interest expense~~ (3,~~729~~219) ~~(12) 10 (3,731) Gain on sale of property, plant and equipment 949~~ -- ~~(10) 939~~ -------- --------- ~~--------~~Net ~~---------~~cash ~~Income~~used ~~before~~in ~~income~~investing ~~taxes~~activities ~~3,758 4,516~~ (2,~~755~~096) ~~5,519~~(422) ~~Income tax expense 391 1,761~~ -- ~~2,152~~ -------- --------- ~~--------~~CASH ~~---------~~FLOWS ~~Net~~FROM ~~income~~FINANCING ~~$ 3,367 $ 2,755 $ (2,755) $ 3,367 ======== ========= ======== ========= Quarter ended September 27, 2003 (in thousands) (unaudited)~~ACTIVITIES: ~~Parent Subsidiary Consolidating Consolidated Obligor Guarantors Adjustments GFSI, Inc.~~ Net ~~cash~~change ~~flows~~in ~~provided by operating activities $ 16,922 $ 408 $ -- $ 17,330 Net cash flows provided by investing activities 1,807 -- -- 1,807 Cash flows from financing activities: Net borrowings under~~ revolving credit ~~agreements~~agreement borrowing (6,~~663~~150) ~~-- --~~ (610,~~663~~722) Purchase of parent company bonds ~~(12,230)~~ -- -- (12,~~230~~265) ~~Payments~~Distributions onto ~~long-term~~GFSI ~~debt~~Holdings, ~~(72)~~Inc. ~~-- --~~ (72191) ~~Repayment of intercompany debt 375~~ (~~375~~258) ~~-- --~~ Issuance of long-term debt 82 -- -- 82 ~~Distributions~~Payments toon ~~GFSI~~long-term ~~Holdings,~~debt ~~Inc.~~ (~~240~~84) ~~-- --~~ (~~240~~148) Other (18) ~~-- --~~ (1) --------~~---~~ --------- ~~--------- ---------~~ Net cash used in financing activities (186,~~749~~433) (~~375) -- (19~~23,~~124~~312) --------~~---~~ --------- ~~--------- ---------~~ Effect of foreign exchange rate changes on cash --101 ~~(17)~~33 -- ~~(17)~~ ------~~-----~~ --------- ~~--------- ---------~~ Net ~~increase (~~decrease) in cash and cash equivalents (20166) ~~16 --~~ (41,091) Cash and cash equivalents at beginning of period ~~1,323~~911 ~~64 --~~ 1,387 --------~~----~~ --------- ~~--------- ---------~~ Cash and cash equivalents at end of period $ ~~1,303~~745 $ 80296 ~~$ -- $ 1,383~~ ========~~===~~ ========= ~~=========~~Supplemental ~~=========~~cash 9flow ~~As of June 28, 2003 (in thousands) (unaudited)~~information: ~~Parent~~Interest ~~Subsidiary~~paid ~~Consolidating Consolidated Obligor Guarantors Adjustments GFSI, Inc. Assets: Current assets: Cash and cash equivalents~~ $ 17,~~323~~184 $ ~~64 $ -- $ 1~~7,~~387~~153 Accounts receivable, net 25,027 15,300 (5,970) 34,357 Inventories, net 38,367 4,296 -- 42,663 Prepaid expenses and other current assets 1,198 125 -- 1,323 Deferred income taxes 1,303 -- -- 1,303 ----------- ---------- ----------- ----------- Total current assets 67,218 19,785 (5,970) 81,033 Investment in equity of subsidiaries 17,331 -- (17,331) -- Property, plant and equipment, net 19,624 259 -- 19,883 Investment in parent company bonds 9,900 -- -- 9,900 Other assets 3,957 (987) (2) 2,968 ----------- ---------- ----------- ----------- Total assets $ 118,030 $ 19,057 $ (23,303) $ 113,784 ========~~===~~ ========== =========== =========== Liabilities and stockholders' equity: Current liabilities: Accounts payable $ 13,263 $ 550 $ (5,970) $ 7,843 Accrued interest expense 4,365 -- -- 4,365 Accrued expenses 4,877 1,274 -- 6,151 Income taxes ~~payable~~paid 8,948 (98) -- 8,850 Current portion of long-term debt 324 -- -- 324 ----------- ---------- ----------- ----------- Total current liabilities 31,777 1,726 (5,970) 27,533 Deferred income taxes 1,194 -- -- 1,194 Other long-term obligations 491 -- -- 491 Long-term debt, less current portion 158,639 -- -- 158,639 Stockholders' equity (deficiency) (74,071) 17,331 (17,333) (74,073) ----------- ---------- ----------- ----------- Total liabilities and stockholders' $ ~~118,030~~366 $ ~~19,057~~445 ~~$ (23,303) $ 113,784 equity (defiency)~~ ========~~===~~ ========== ~~===========~~Non-cash ~~===========~~financing ~~Quarter ended September 28, 2002 (in thousands) (unaudited)~~activities: Parent ~~Subsidiary~~company ~~Consolidating~~bonds ~~Consolidated~~contributed ~~Obligor Guarantors Adjustments GFSI, Inc. Net sales~~ $ ~~39,969 $ 21,420 $ (178) $ 61,211 Cost of sales 25,461 13,866 178) 39,149 Selling expenses 4,929 2,567~~ -- 7,496 General and administrative expense 5,659 976 -- 6,635 ----------- ---------- ----------- ----------- Total costs and expenses 36,049 17,409 (178) 53,280 ----------- ---------- ----------- ----------- Operating income 3,920 4,011 -- 7,931 Equity in net earnings of subsidiaries 2,446 -- (2,446) -- Interest expense (3,622) (2) -- (3,624) ----------- ---------- ----------- ----------- Income before income taxes 2,744 4,009 (2,446) 4,307 Income tax expense 117 1,563 -- 1,680 ----------- ---------- ----------- ----------- Net income $ 212,~~627~~315 ~~$ 2,446 $ (2,446) $ 2,627~~ ========~~===~~ ========== ~~===========~~See ~~===========~~notes 10 Quarter ended September 28, 2002 (in thousands) (unaudited): Parent Subsidiary Consolidating Consolidated Obligor Guarantors Adjustments GFSI, Inc. Net cash flows provided by (used in) operating activities $ (6,945) $ 111 $ -- $ (6,834) Net cash flows used in investing activities (833) (28) -- (861) Cash flows from financing activities: Net borrowings under revolving credit agreement 8,321 -- -- 8,321 Payments on long-term debt (46) -- -- (46) Other (13) -- -- (13) Issuance of long-term debt 450 -- -- 450 Distributions to ~~GFSI~~consolidated ~~Holdings,~~financial ~~Inc~~statements. (128) -- -- (128) ----------- ---------- ---------- ----------- Net cash flows provided by financing activities 8,584 -- -- 8,584 ----------- ---------- ---------- ----------- Effect of foreign exchange rate changes on cash -- (6) -- (6) ----------- ---------- ---------- ----------- Net increase in cash and cash equivalents 806 77 -- 883 Cash and cash equivalents at beginning of period 334 (21) -- 313 ----------- ---------- ---------- ----------- Cash and cash equivalents end of period $ 1,140 $ 56 $ -- $ 1,196 =========== ========== ========== ===========

5 GFSI, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) January 1, 2005 1. Basis of Presentation --------------------- The accompanying unaudited consolidated financial statements of GFSI, Inc. (the "Company") include the accounts of the Company and the accounts of its wholly-owned subsidiaries, Event 1, Inc. ("Event 1"), CC Products, Inc. ("CCP") and GFSI Canada Company. All intercompany balances and transactions have been eliminated. The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statement reporting purposes. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, operations and cash flows of the Company have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year. The consolidated balance sheet information as of July 3, 2004 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended July 3, 2004 included in the Company's Annual Report on Form 10-K. The Company is a wholly owned subsidiary of GFSI Holdings, Inc. ("Holdings"). 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. The Company's fiscal year ends on the Saturday nearest June 30, which results in a 53 week year from time to time. The fiscal year ended July 3, 2004 was a 53 week period. The additional week fell in the Company's second quarter ended January 3, 2004. Both the quarter and six month fiscal periods ended January 3, 2004 have one more week of operations than the comparable periods of fiscal 2005. 2. Commitments and Contingencies ----------------------------- The Company, in the normal course of business, may be threatened with or named as a defendant in various lawsuits. It is not possible to determine the ultimate disposition of these matters, however, management is of the opinion that there are no known claims or known contingent claims that are likely to have a material adverse effect on the results of operations, financial condition, or cash flows of the Company. 3. Inventories: ----------- The following is a summary of inventories at January 1, 2005 and July 3, 2004: (in thousands) January 1, July 3, 2005 2004 ---------- ---------- (unaudited) Undecorated apparel ("blanks") and supplies $ 39,911 $ 42,857 Work in process 234 314 Finished goods 1,313 3,340 --------- --------- 41,458 46,511 Allowance for markdowns (395) (895) --------- --------- Total $ 41,063 $ 45,616 ========= ========= 6 4. Condensed Consolidating Financial Information --------------------------------------------- The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10 "Financial statements of guarantors and issuers of guaranteed securities registered or being registered." This information is not necessarily intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with accounting principles generally accepted in the United States of America. Each of the subsidiary guarantors are 100% owned by GFSI, Inc. The subsidiary guarantees of GFSI, Inc.'s debts are full and unconditional and joint and several.

9 Six months ended January 3, 2004 (in thousands) (audited):

5. Financing and Recapitalization ------------------------------ On October 4, 2004 the Company amended its existing revolving bank credit agreement ("RBCA"). Under the terms of amendment, the term of the RBCA was extended by one year to January 15, 2007. In September 2003, Company management formed a Delaware limited liability company named Gearcap LLC ("Gearcap") to affect the Recapitalization of Holdings. Gearcap purchased 11.375% Senior Discount Notes of Holdings ("11.375% Notes") with an aggregate principal amount at maturity of approximately $30.5 million (the "Contributed Notes") for approximately $12.3 million in cash. Gearcap and Holdings subsequently entered into an Exchange Agreement under which they exchanged 8,250 shares of newly authorized Holdings Class C common stock and 11,490 shares of newly authorized Series E 10% Cumulative Preferred Stock for the Contributed Notes. The Company and Holdings entered into a Contribution Agreement under which Holdings contributed the Contributed Notes it received from Gearcap to the Company as a capital contribution. The Company pledged the Notes as collateral under the RBCA. In September 2003, the Company purchased Notes with an aggregate principal amount at maturity of approximately $29.5 million and an accreted book value of $26.5 million at September 27, 2003 for approximately $12.2 million. The Company pledged the 11.375% Notes as collateral under the RBCA. The Company had acquired 11.375% Notes of Holdings with an aggregate maturity value of $84 million representing 78% of the issued 11.375% Notes of Holdings. The Company has elected to record its investment in the 11.375% Notes as a reduction of stockholders' equity at the acquisition cost of the 11.375% Notes. In fiscal 2004 the Company distributed a dividend to Holdings in the form of 11.375% Notes with a cost of $9.5 million and a value at maturity of $21.8 million. At a future date the Company intends to distribute to Holdings its remaining 11.375% Notes it holds to permit the parent company to formally retire these notes. The Company is currently restricted under its various long-term debt agreements from making a full distribution of the remaining 11.375% Notes it holds. At January 1, 2005 stockholders' equity (deficiency) included a reduction of $25.0 million representing the remaining acquisition cost of the 11.375% Notes held by the Company. 10 The Company's and Gearcap's purchases of the 11.375% Notes has reduced the Company's future cash dividend obligations to Holdings to enable it to retire the 11.375% Notes in 2009 from $108 million to $24 million. Additionally, the purchases of the 11.375% Notes has reduced the Company's future cash dividend obligations to Holdings to enable it to pay interest on the 11.375% Notes (commencing in March 2005) from $12.3 million to $2.7 million annually. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussions set forth in this Form 10-Q should be read in conjunction with the financial information included herein and the Company's Annual Report on Form 10-K for the year ended July 3, 2004. Management's discussion and analysis of financial condition and results of operations and other sections of this report contain forward-looking statements relating to future results of the Company. Such forward-looking statements are identified by use of forward-looking words such as "anticipates", "believes", "plans", "estimates", "expects", and "intends" or words or phrases of similar expression. These forward-looking statements are subject to various assumptions, risks and uncertainties, including but not limited to, changes in political and economic conditions, demand for the Company's products, acceptance of new products, developments affecting the Company's products and to those discussed in the Company's filings with the Securities and Exchange Commission. Accordingly, actual results could differ materially from those contemplated by the forward-looking statements. CRITICAL ACCOUNTING POLICIES The following discussion and analysis of financial condition, results of operations, liquidity and capital resources is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Generally accepted accounting principles require estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to bad debts, inventories, intangible assets, long-lived assets, deferred income taxes, accrued expenses, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. The Company's management believes that some of its significant accounting policies involve a higher degree of judgment or complexity than other accounting policies. Identified below are the policies deemed critical to its business and the understanding of its results of operations. Revenue recognition. The Company recognizes revenues when goods are shipped, title has passed, the sales price is fixed and collectibility is reasonably assured. Returns, discounts and sales allowance estimates are based on projected sales trends, historical data and other known factors. If actual returns, discounts and sales allowances are not consistent with the historical data used to calculate these estimates, net sales could either be understated or overstated. Accounts receivable. Accounts receivable consist of amounts due from customers and business partners. The Company maintains an allowance for doubtful accounts to reflect expected credit losses and generally provides for bad debts based on collection history and specific risks identified on a customer-by-customer basis. A considerable amount of judgment is required to assess the ultimate realization of accounts receivable and the credit-worthiness of each customer. Furthermore, these judgments must be continually evaluated and updated. If the historic data used to evaluate credit risk does not reflect future collections, or if the financial condition 11 of the Company's customers were to deteriorate causing an impairment of their ability to make payments, additional provisions for bad debts may be required in future periods. Accounts receivable at January 1, 2005 and July 3, 2004 were net of allowance for doubtful accounts of $619,000 and $637,000, respectively. Reserves for self-insurance. The Company seeks to employ cost effective risk management programs. At times the Company has elected to retain a portion of insurance risk related to workers' compensation claims which are covered under insurance programs with high deductible limits. The Company also actively pursues programs intended to effectively manage the incidence of workplace injuries. Reserves for reported but unpaid losses, as well as incurred but not reported losses, related to the retained risks are calculated based upon loss development factors, as well as other assumptions considered by management, including assumptions provided by other external professionals such as insurance brokers, consultants and carriers. The factors and assumptions used are subject to change based upon historical experience, as well as changes in expected cost trends and other factors. Inventories. Inventories are carried at the lower of cost or market determined under the First-In, First-Out (FIFO) method. The Company writes down obsolete and unmarketable inventories to their estimated market value based upon, among other things, assumptions about future demand and market conditions. If actual market conditions are less favorable than projected, additional inventory write-downs may be required. The Company also records changes in valuation allowances due to changes in operating strategy, such as the discontinuances of certain product lines and other merchandising decisions related to changes in demand. It is possible that further changes in required inventory allowances may be necessary in the future as a result of market conditions and competitive pressures. Fiscal Period. The Company's fiscal year ends on the Saturday nearest June 30, which results in a 53 week year from time to time. The fiscal year ended July 3, 2004 was a 53 week period. The additional week fell in the Company's second quarter ended January 3, 2004. Both the quarter and six month fiscal periods ended January 3, 2004 have one more week of operations than the comparable periods of fiscal 2005. Because of the seasonal nature of the Company's business, and the timing of the additional week, which fell during the holiday period, management believes the effect of the additional week of operations was not significant. COMPARISON OF OPERATING RESULTS FOR THE QUARTERS ENDED JANUARY 1, 2005 AND JANUARY 3, 2004 System Conversion. During the last ten days of December 2004 the Company changed out its information and technology systems. The conversion involved an upgrade to its enterprise application software as well as to its central processing hardware installed in 1998. To affect the conversion the Company idled its decoration and warehousing facilities, its international purchasing offices, its headquarters, its customer service capabilities and its automated nationwide order acquisition and processing functions. The conversion effort successfully concluded on January 2, 2005 and the Company returned to its normal operations. Net Sales. Net sales for the quarter ended January 1, 2005 decreased $5.5 million to $44.2 million compared to $49.7 million last year. The 11% overall decrease in net sales was broad-based across most of the Company's customer groups. The sales decline was more pronounced in Gear branded products. The Company believes its sales for December 2004 were adversely affected by the anticipation of its independent sales representatives of sales order fulfillment delays as a consequence of the Company's announced ten day idle time period to perform the information and technology systems' conversion. The amount of the sales reduction attributable to this idle time event is not reliably determinable. The Company's Golf and Resort Divisions sales were less than last year's for the quarter due to the September 2004 hurricane damage in the Southeastern United States and Caribbean Basin. The Company expects these 12 two Divisions to be negatively affected in these primary golf and resort destination areas for the remainder of fiscal 2005. Sales to military customers declined significantly in the wake of greater overseas deployment of military personnel and reduced war effort enthusiasm. Reductions in corporate spending on marketing and employee incentive programs continued to have a negative effect on net sales of the Corporate Division which also decreased from last year. Gross Profit. Gross profit for the quarter ended January 1, 2005 decreased 15% to $16.2 million compared to $19.1 million last year. Gross profit as a percentage of net sales decreased to 37% for the quarter compared to 38% last year. The decrease in gross profit resulted from lower sales and the cost of idle time at the decoration and warehousing facilities to perform the information and technology systems' conversion in December 2004. Operating Expenses. Operating expenses for the quarter ended January 1, 2005 decreased 4% to $12.9 million from $13.5 million last year. Operating expenses as a percentage of net sales were 29% in the second quarter of fiscal 2005 compared to 27% last year. The percentage increase in operating expenses was due to lower sales and higher royalty fees. The royalty obligation on Champion(R) branded apparel in fiscal 2004 was 3% of net sales compared to 4% for fiscal 2005. The Company also incurred marketing and preproduction costs related to the launch of two new golf and resort brands scheduled to commence sales in the fourth quarter of fiscal 2005 and the first quarter of fiscal 2006. Operating Income. Operating income decreased 41% to $3.3 million in the second quarter of fiscal 2005 compared to $5.6 million last year. Operating income as a percentage of net sales decreased to 7% in the second quarter of fiscal 2005 from 11% in the second quarter of fiscal 2004. The decrease in operating income resulted from lower sales, the decrease in gross profit and the additional selling expense related to royalty fees and new product launches. Interest Expense. Interest expense in the second quarter of fiscal 2005 was $3.9 million compared to $4.0 million last year. The savings derived from having one less week in the second quarter of fiscal 2005 was partially offset by the effect of higher bank borrowings at higher interest rates in fiscal 2005. Net Income (loss). Net loss for the second quarter of fiscal 2005 was ($375,000) compared to net income of $980,000 for the second quarter of fiscal 2004, a decrease of $1.4 million. The decrease in operating income resulted in the decrease in net income. COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JANUARY 1, 2005 AND JANUARY 3, 2004 Net Sales. Net sales for the six months ended January 1, 2005 decreased 6% to $97.6 million compared to $103.5 million last year. The decrease in net sales was due to reduced sales of Gear branded products while sales of Champion licensed products increased 1%. The Company believes year-to-date sales were adversely affected by its announced idle time to convert its information and technology systems in the second quarter. Sales of Gear branded products principally to the college bookstore and corporate customer groups decreased 10% in comparison to last year. Management believes that the Company's college bookstore customers have shifted their purchases to lower priced apparel with less expensive decoration which has reduced sales of higher priced Gear products and enhanced sales of its more moderately priced Champion products. Sales to customers in the Company's Resort and Golf groups were hurt by the economic aftermath of the hurricane damage that took place in the Southeastern United States and the Caribbean. Sales to military customers were down due to increased overseas troop deployment and reduced war effort enthusiasm. Reductions in corporate spending on marketing and employee incentive programs have had a continuing negative effect on net sales of the Corporate Division. 13 Gross Profit. Gross profit for the six months ended January 1, 2005 decreased 8% to $36.9 million compared to $40.1 million last year. Gross profit as a percentage of net sales decreased to 38% for the six month period compared to 39% last year. Gross profit as a percentage of sales decreased due to the costs of idle time at the decoration and warehousing facilities from the conversion of information technology systems in the second quarter of fiscal 2005. The gross profit percentage also declined due to excess costs related to handling and storage of inventory overstocks. The Company has been working to reduce its higher than desired inventory level with price reductions. The Company anticipates it will continue to move through its inventory overstocks during the remainder of fiscal 2005. Operating Expenses. Operating expenses for the six months ended January 1, 2005 were $26.3 million compared to $26.2 million as last year. Increased selling expense created the increase in operating expenses. During the first six months of fiscal 2005 the Company sold more licensed apparel at higher royalty rates than in the comparable period of fiscal 2004. The royalty obligation on Champion(R) branded apparel in fiscal 2004 was 3% of net sales compared to 4% for fiscal 2005. The Company also incurred marketing and preproduction costs related to the launch of two new golf and resort brands. Operating expenses as a percentage of net sales were 27% in fiscal 2005 compared to 25% last year. Lower sales, additional royalty expense and product launch costs created the increase in operating expenses as a percentage of net sales in comparison to last year. Operating Income. Operating income for the six months ended January 1, 2005 decreased 24% to $10.6 million compared to $13.9 million last year. Operating income as a percentage of net sales decreased to 11% in fiscal 2005 from 13% in fiscal 2004. The decrease in operating income resulted from lower sales, the decrease in gross profit and higher selling costs. Interest Expense. Interest expense in the first six months of fiscal 2005 was $7.7 million, the same as last year. The savings derived from having one less week in the first six months of fiscal 2005 compared to the first six months of fiscal 2004 was offset by the effect of higher bank borrowings at higher interest rates in fiscal 2005. Gain on Sale of Property, Plant and Equipment. During the first quarter of fiscal 2004, the Company sold its 100,000 square foot distribution facility located in Lenexa, Kansas, for approximately $2.8 million and recorded a pre-tax gain of approximately $900,000 in other income. The facility was sold as part of a warehouse consolidation and automation initiative which combined distribution operations into a larger, renovated facility eliminating several smaller warehouses. Net Income. Net income for the first six months of fiscal 2005 was $1.8 million compared to $4.3 million last year. The decrease in operating income and last year's gain on the sale of the distribution facility resulted in the $2.6 million decrease in net income in comparison to last year. NEW LICENSE AGREEMENTS During the first six months of fiscal 2005 the Company entered into license agreements for two new apparel brands. Product produced under the Robert Trent Jones License and brand will be targeted at the high-end casual sportswear resort and golf markets. Technical outerwear products produced under the Sunice License and brand will be targeted at the high-end golf market. Sales for these brands are not expected to be significant in fiscal 2005. The Company incurred $350,000 in product launch and preproduction expenses during the six months ended January 1, 2005. The Company expects to incur product launch and preproduction expenses related to these brands of approximately $500,000 during the remainder of fiscal 2005. 14 FINANCING AND RECAPITALIZTION In September 2003, Company management formed a Delaware limited liability company named Gearcap LLC ("Gearcap") to affect the Recapitalization of Holdings. Gearcap purchased 11.375% Senior Discount Notes of Holdings ("11.375% Notes") with an aggregate principal amount at maturity of approximately $30.5 million (the "Contributed Notes") for approximately $12.3 million in cash. Gearcap and Holdings subsequently entered into an Exchange Agreement under which they exchanged 8,250 shares of newly authorized Holdings Class C common stock and 11,490 shares of newly authorized Series E 10% Cumulative Preferred Stock for the Contributed Notes. The Company and Holdings entered into a Contribution Agreement under which Holdings contributed the Contributed Notes it received from Gearcap to the Company as a capital contribution. The Company subsequently pledged the 11.375% Notes as collateral under the RBCA. On September 2003, the Company purchased 11.375% Notes with an aggregate principal amount at maturity of approximately $29.5 million for approximately $12.2 million. The Company subsequently pledged the 11.375% Notes as collateral under the RBCA. The Company had acquired 78% of the issued 11.375% Notes of Holdings. In fiscal 2004 the Company distributed a dividend to Holdings in the form of 11.375% Notes with a cost of $9.5 million and a value at maturity of $21.8 million. At a future date the Company intends to distribute to Holdings its remaining 11.375% Notes it holds to permit the parent company to formally retire these notes. The Company is currently restricted under its various long-term debt agreements from making a full distribution of the remaining 11.375% Notes it holds. At January 1, 2005 stockholders' equity (deficiency) included a reduction of $25.0 million representing the remaining acquisition cost of the 11.375% Notes held by the Company. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities in the first six months of fiscal 2005 was $8.3 million compared to $22.6 million last year. Higher inventory levels, lower accounts payable and lower net income produced the decrease in fiscal 2005 operating cash flows compared to last year. Cash used in investing activities in the first six months of fiscal 2005 was $2.1 million compared to $422,000 last year. In the first six months of fiscal 2004, $2.8 million in proceeds were received from the sale of the Company's Lenexa distribution facility. The Company anticipates fiscal 2005 capital expenditures to approximate $3 million. Cash used in financing activities in the first six months of fiscal 2005 was $6.4 million compared to $23.3 million in the comparable period of fiscal 2004. In the first six months of fiscal 2005 cash flows from operations were used to repay bank debt under the RBCA. In the first six months of fiscal 2004 borrowings under the Company's RBCA were used to finance higher levels of inventory. The purchase of Holdings 11.375% Notes and borrowings of bank debt were the primary uses of cash in financing activities in fiscal 2004. On October 4, 2004 the Company amended its $65 million Revolving Bank Credit Agreement ("RBCA") to extend the term of the credit agreement to January 15, 2007. Under the Company's RBCA up to $65 million of revolving credit availability is provided, of which $19.0 million was borrowed and outstanding and approximately $3.5 million was utilized for outstanding commercial and stand-by letters of credit as of January 1, 2005. At January 1, 2005, $23.3 million was available for future borrowings under the RBCA. The 15 Company believes that cash flows from operating activities and borrowings under the RBCA will be adequate to meet the Company's short-term and future liquidity requirements prior to the maturity of the RBCA in fiscal 2007, although no assurance can be given in this regard. The Company anticipates paying dividends to Holdings to enable Holdings to pay corporate income taxes, pursuant to a Tax Sharing Agreement, interest on the 11.375% Notes, fees payable under management agreements, fees payable under a non-competition agreement, and certain other ordinary course expenses. Holdings is dependent upon the cash flows of the Company to provide funds to service the 11.375% Notes. At January 1, 2005, Holdings' debt to third parties totaled approximately $24.5 million. The 11.375% Notes annual cash flow requirements commence in March 2005 with semi-annual cash installments of approximately $1.4 million on March 15 and September 15 of each year. Additionally, Holdings' cumulative non-cash preferred stock ("Holdings Preferred Stock") dividends total approximately $1.5 million annually. Dividends on the Holdings Preferred Stock have been accumulating and not paid in cash. Mandatory redemption of the Holdings Preferred Stock is required in fiscal 2009 and fiscal 2017. SEASONALITY AND INFLATION The Company experiences seasonal fluctuations in its sales and profitability, with generally higher sales and gross profit in the first and second quarters of its fiscal year. The seasonality of sales and profitability is primarily due to higher college bookstore sales during the first two fiscal quarters. Sales at the Company's Resort and Corporate divisions typically show little seasonal variations. The impact of inflation on the Company's operations has not been significant to date. However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on the Company's operating results. OFF-BALANCE SHEET ARRANGEMENTS The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. 16 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK DERIVATIVE AND MARKET RISK DISCLOSURE The Company's market risk exposure is primarily due to possible fluctuations in interest rates. The fixed rate portion of the Company's long-term debt does not bear significant interest rate risk. An immediate 10% change in interest rates would not have a material effect on the Company's results of operations over the next fiscal year, although there can be no assurances that interest rates will not significantly change. ITEM 4. CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period ended January 1, 2005. Based on that evaluation, the Company's management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses. 17 PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company is not a party to any pending legal proceeding the resolution of which, the management of the Company believes, would have a material adverse effect on the Company's results of operations or financial condition, nor to any other pending legal proceedings other than ordinary, routine litigation incidental to its business. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits Exhibit Number Description ------- ----------- 31.1 Certification of Principal Executive Officer. 31.2 Certification of Principal Financial Officer. 18 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 thereunto duly authorized. GFSI, INC. February 14, 2005 /s/ J. Craig Peterson ------------------------------------------------- J. Craig Peterson Senior Vice President and Chief Financial Officer 19

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