SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, DC 20549~~

WASHINGTON, DC 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the Fiscal Year Ended January 3129, ~~2004~~ 2005

Commission File Number 333-26999

ANVIL HOLDINGS, INC. ~~(Exact name of registrant as specified in its charter)~~

Delaware (State or other jurisdiction of incorporation or organization)		13-3801705 (I.R.S. Employer Identification No.)
228 East 45th Street New York, New York (address of principal executive office)		10017 (Zip Code)
Registrant's telephone number (including area code)		(212) 476-0300

(Exact name of registrant as specified in its charter)

Securities Registered Pursuant to Section 12(b) or 12(g) of the Act: None

Delaware		13-3801705
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

228 East 45th Street
New York, New York		10017
(address of principal		(Zip Code)
executive office)

Registrant’s telephone number (including area code) (212) 476-0300

~~Indicate by~~Securities ~~check~~Registered ~~mark~~Pursuant ~~whether the registrant (1) has filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15~~12(db) ~~of the Securities Exchange Act of 1934 during the~~ or ~~preceding~~ 12 ~~months~~ (~~or for such shorter period that the registrant was required to file such reports~~g)~~, and (2)~~ ~~has~~of ~~been subject to such filing requirements for~~ the ~~past 90 days. ý Yes o No~~ Act:

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ý None

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.

ý Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ý

Indicate by check mark whether the registrant is an accelerated filer o Yes ý No

At April 2315, ~~2004~~ 2005 there were 390,000 of the registrant'’s Class B Common Stock, $0.01 per share par value (the "“Class B Common"”) held by non-affiliates. At such date, there was no established trading market for these shares.

At ~~April~~ 23April 15, ~~2004~~2005, there were 290,000 shares of the registrant'’s Class A Common Stock, $0.01 per share par value (the "“Class A Common"”) and 3,~~605~~600,000 shares of Class B Common outstanding.

Documents Incorporated by Reference:

Those portions of the Combined Information Statement for the Company'’s ~~2004~~2005 Annual Meetings of Stockholders (the "“Information Statement"”) are incorporated herein by reference in Part III, Items 11, 12, 13 and 14.

PART I

Item 1. Business .

Corporate Structure

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'’s current capital structure is the result of a 1997 recapitalization (the "“Recapitalization"”) pursuant to which: (i) the Company redeemed or repurchased a substantial portion of its outstanding shares of capital stock; (ii) Bruckmann, Rosser, Sherrill & Co., L.P. and certain of its employees and affiliates (collectively, "“BRS"”) purchased new common stock; (iii) 399 Venture Partners, Inc. and certain of its employees and affiliates (collectively, "“399 Venture"”) and certain members of Management of the Company (the "“Management Investors"”) reinvested a portion of their shares of capital stock of the Company in exchange for newly issued common stock; and (iv) 399 Venture exchanged a portion of its capital stock for Senior Exchangeable Preferred Stock and new common stock. During fiscal 2003, 399 Venture transferred its holdings in the Company to an affiliate, Court Square Capital, Ltd ("“Court Square"”).

Concurrently with the Recapitalization, the Company sold 30,000 Units consisting of (i) $30,000,000, 13% Senior Exchangeable Preferred Stock, due 2009 and (ii) 390,000 shares of Class B common stock (the "“Units Offering"”). Additionally, Anvil sold $130,000,000 of ~~107~~10-7/8% Senior Notes due 2007 ("“Senior Notes"”) in connection with the Recapitalization.

The Company'’s fiscal years end on the Saturday closest to January 31. Accordingly, when referring to the Company'’s fiscal years in this report, "“fiscal ~~2003"~~2004” refers to the year ended January 3129, ~~2004~~ 2005, "“fiscal ~~2002"~~2003” refers to the year ended ~~February~~January 131, ~~2003~~2004, etc.

General

The Company is a leading designer, manufacturer and marketer of high quality activewear for sale principally into the "“imprinted"” or "“decorated"” segment of the U.S. apparel industry. The Company offers an extensive line of activewear products designed for men, women and children, including short and long sleeve T-shirts, ~~classic button and collar knit~~ sport shirts ~~(known~~and asniche ~~"plackets")~~products, ~~collarless~~all ~~short~~in ~~and~~a variety ~~long~~of ~~sleeve~~styles ~~knit~~and ~~shirts~~fabrications. These ~~(known~~activewear asproducts ~~"henleys")~~are ~~and athletic shorts,~~ supplemented with caps, towels, robes and bags. The Company markets and sells its products primarily to distributors, ~~and~~ screen printers ~~under~~and private label brand owners. The Company’s brands include the Anvil, Cotton Deluxe, chromaZONE and ~~TowelsPlus~~ TowelsPlus brand names, and the Anvil logo~~, as well as private labels~~. Prior to their ultimate resale to the consumer, the Company'’s products typically are printed or embroidered with logos, designs or characters. The Company believes that successful marketing of its products is ~~dependent~~accomplished ~~upon~~by: (i) maintaining a broad range of high quality goods; (ii) strong relationships with customers and suppliers; (iii) flexible, vertically integrated manufacturing operations; (iv) commitment to controlling costs and improving manufacturing processes; and (v) taking advantage of the continuing growth of the activewear market.

The Company offers high quality activewear in a variety of styles, colors, fabric weights and blends, enabling it to serve a number of market niches effectively as well as to serve ~~the~~ the traditional T-shirt market segment. The Company works closely with its ~~distributor and screen printer~~ customers to meet their needs for style and color ~~innovation~~requirements. The Company continues to compete successfully by: (i) targeting niche products ~~on which its competitors have not traditionally focused~~; (ii) responding quickly to market developments; (iii) regularly introducing new products; and (iv) providing a broad range of products~~, thereby permitting distributors to increase efficiency by reducing the number of vendors and deliveries~~. In addition, the Company continues to make significant investments to maintain and modernize its manufacturing and distribution facilities and to seek methods to improve quality, increase efficiency, reduce costs, manage inventories and shorten production cycles.

~~Business Strategy~~ 1

~~The~~investments ~~Company's~~to maintain ~~objective~~and ismodernize toits ~~increase~~manufacturing ~~net~~and ~~sales~~distribution facilities and ~~improve~~to seek ~~results~~methods ofto ~~operations~~improve byquality, ~~implementing~~increase ~~the~~efficiency, ~~following~~reduce ~~key~~costs, ~~elements~~manage inventories ofand ~~its~~shorten ~~business~~production ~~strategy:~~ cycles.

OfferBusiness a Broad Range of High Quality Products. The Company will continue to offer high quality activewear in a variety of styles, colors, fabric weights and blends, enabling it to serve a number of market niches effectively. The Company expects to continue to expand its product offerings under its Anvil, Cotton Deluxe and TowelsPlus brands and the Anvil logo, capitalizing on the growth in the activewear market. In addition, the Company seeks to strengthen its position in the activewear market by introducing products to supplement its traditional activewear business. Strategy

~~Enhance and Expand Customer Relationships.~~ The Company ~~continually seeks to strengthen and expand its customer relationships by promoting the Company'~~’s~~: (i) broad product offerings; (ii) ability to design customized products; (iii) quick, reliable delivery; and (iv) ability to accommodate~~ ~~modifications~~objective tois ~~customer orders. The Company's direct salesforce focuses on developing strong relationships with distributors, and enhancing "pull through" by the distributors' customers. In fiscal 2003, sales~~ to ~~domestic~~increase ~~distributors accounted for approximately 77% of the Company's~~ net sales. ~~In the Company's experience, distributors typically place larger orders, purchase a broader product mix, maintain higher inventory levels~~ and ~~develop~~improve ~~more~~results ~~predictable order and re-order patterns than certain~~ of ~~its~~operations ~~other customers. Nevertheless, the Company continues to actively seek to~~by ~~broaden~~implementing ~~its customer base to meet competition in~~ the ~~diverse~~following ~~market~~key ~~place.~~elements ~~The~~of Company estimates that distributors resell products to more than 30,000 smaller screen printers, embroiderers and other customers. The Company's broad product offerings have enabled it to more effectively service its ~~customers~~business ~~and satisfy their disparate preferences.~~ strategy:

~~Maintain~~Offer ~~Flexible,~~a Broad ~~Vertically~~Range ~~Integrated~~of ~~Manufacturing~~High ~~Operations~~Quality Products. The Company ~~is a vertically integrated manufacturer (i.e.,~~ ~~performing~~will ~~substantially~~continue ~~all~~to ofoffer ~~the~~high ~~manufacturing~~quality ~~processes~~activewear ~~required~~in toa ~~produce~~variety ~~most~~ of ~~its products) which knits (exclusively from purchased yarn)~~styles, ~~bleaches~~colors, fabric ~~dyes,~~weights ~~finishes~~and blends, ~~cuts~~enabling ~~and~~it ~~sews~~to ~~its activewear~~serve ~~products~~a atbroad ~~its~~number ~~manufacturing~~of ~~facilities.~~market niches effectively. The Company ~~believes~~will ~~that~~continue to ~~being~~expand ~~vertically~~its ~~integrated~~product ~~allows~~offerings itand to ~~maintain~~broaden aits ~~competitive~~position ~~cost~~in ~~structure,~~the ~~minimize delivery time and provide~~imprinted/decorated ~~consistent,~~product ~~high~~market ~~quality~~by offering products. ~~The Company's manufacturing efficiency enables it~~ to ~~provide~~supplement its ~~customers~~traditional ~~with low cost, quality products~~activewear business.

~~Continue~~Enhance and Expand Customer Relationships. The Company continually seeks to ~~Control~~strengthen ~~Costs~~and expand its customer relationships by promoting the Company’s: (i) broad product offerings; (ii) ability to design customized products; (iii) quick, reliable delivery; and ~~Improve~~(iv) ability to ~~Manufacturing~~accommodate modifications to customer orders. The Company’s ~~continues~~direct salesforce tofocuses ~~make~~on ~~capital~~developing ~~expenditures~~strong torelationships ~~maintain~~with distributors, and ~~modernize~~enhancing ~~its~~“pull ~~manufacturing~~through” ~~and~~with ~~distribution~~the ~~facilities~~distributors’ ~~and~~customers. In ~~explore~~fiscal ~~methods~~2004, sales to ~~improve~~domestic distributors ~~quality~~accounted for approximately 77% of the Company’s net sales. In the Company’s experience, ~~increase~~distributors typically ~~efficiency~~place larger orders, ~~reduce~~purchase ~~costs~~a broader product mix, ~~manage~~maintain ~~inventories~~higher inventory levels and ~~shorten~~develop ~~production~~more ~~cycles~~predictable order and re-order patterns than certain of its other customers. Nevertheless, ~~The~~the Company continues to ~~believes~~actively itseek ~~can~~to ~~improve~~broaden its ~~operating~~customer ~~results~~base. The ~~by:~~Company ~~(i) maximizing~~estimates ~~the~~that ~~use~~distributors ofresell ~~offshore~~products ~~manufacturing~~to ~~operations;~~more than 30,000 smaller screen printers, embroiderers and ~~(ii) continually~~other ~~improving~~customers. The Company’s broad product offerings have enabled it to more effectively service its ~~textile~~customers ~~manufacturing~~and ~~processes.~~satisfy their disparate preferences.

~~Capitalize~~Maintain onFlexible, ~~the~~Vertically ~~Growth~~Integrated Manufacturing Operations. The Company is a vertically integrated manufacturer (i.e., performing substantially all of the ~~Activewear~~manufacturing ~~Market. The~~processes ~~Company~~required ~~believes~~to ~~that~~produce ~~sales~~most of its ~~activewear~~ products) ~~have~~which ~~been~~knits (exclusively from purchased yarn), ~~and~~bleaches, ~~will~~dyes, ~~continue~~finishes, tocuts beand ~~driven~~sews ~~by:~~its ~~(i) the~~activewear ~~increased~~products ~~consumer~~at ~~preference~~its ~~for~~manufacturing facilities. The ~~comfortable~~Company ~~apparel~~believes ~~selections;~~that being ~~(ii) more~~vertically ~~flexible~~integrated ~~dress~~allows ~~codes~~it to maintain a competitive cost structure, minimize ~~including~~delivery ~~the~~time ~~greater~~and ~~acceptance~~provide ofconsistent, ~~casual~~high ~~wear~~quality inproducts. The ~~the~~Company’s manufacturing efficiency ~~workplace;~~enables ~~and~~it ~~(iii) the~~to ~~continuing~~provide ~~emphasis~~its oncustomers ~~physical~~with ~~fitness.~~low cost, quality products.

~~Products~~ Continue to Control Costs and Improve Manufacturing. The Company continues to make capital expenditures to maintain and modernize its manufacturing and distribution facilities and explore methods to improve quality, increase efficiency, reduce costs, manage inventories and shorten production cycles. The Company believes it can improve its operating results by maximizing the use of offshore operations and continually improving its manufacturing processes. Through a subsidiary, the Company has recently occupied a new leased cut and sew facility in Nicaragua and plans are underway for the leasing of a new Honduran textile facility.

~~The~~Capitalize on ~~Company's~~the ~~activewear~~Growth ~~products,~~of ~~which~~the ~~are~~Activewear ~~designed~~Market. The ~~for~~Company ~~men,~~believes ~~women~~that ~~and~~sales ~~children,~~of ~~include~~activewear products ~~short~~have ~~and long sleeve T-shirts~~been, ~~tank tops, classic button~~ and ~~collar~~will ~~knit~~continue ~~sport~~to ~~shirts~~be ~~(known~~driven asby ~~"plackets")~~consumer ~~and~~preference ~~collarless~~for comfortable ~~short~~apparel selections and ~~long~~the ~~sleeve~~continuing ~~knit~~emphasis ~~shirts~~on ~~(known~~physical asfitness. In ~~"henleys") and athletic shorts~~addition, ~~supplemented~~continuing ~~with~~general ~~caps, towels, robes and bags. This broad~~economic ~~array~~growth ~~of casual knitwear and athletic wear~~ is ~~marketed~~expected ~~and~~to ~~sold~~enhance by the ~~Company~~corporate ~~under~~promotional ~~its Anvil~~business, ~~Cotton~~a significant ~~Deluxe~~segment ~~and~~of ~~TowelsPlus brand names and~~ the ~~Anvil logo, as well as under private labels. The~~ Company’s ~~manufactures~~ultimate ~~its~~customer ~~products in a variety of fabrics and fabric blends~~base. ~~Recently, greater emphasis has been placed on sales of finished products~~

purchased from outside manufacturers. Prior to their ultimate resale to the consumer, the Company's products typically are imprinted or embroidered with logos, designs or characters. Products

~~Basic~~The ~~T-shirts~~Company’s activewear products, which are designed for men, women and ~~Specialty~~children, ~~Products. Basic~~include short and long sleeve T-shirts, sport shirts and ~~specialty~~niche products, ~~comprise~~all ~~the~~in ~~Company's principal~~a ~~source~~variety of styles ~~revenues~~and fabrications. These activewear ~~The~~products ~~basic~~are ~~T-shirt~~supplemented ~~was~~with ~~the~~caps, ~~first~~towels, ~~product~~robes ~~introduced~~and bybags. This ~~the~~broad ~~Company~~array inof ~~the~~products ~~early~~is ~~1970s.~~marketed Inand sold ~~addition~~by tothe ~~basic~~Company ~~T-shirts,~~under ~~the~~its ~~Company~~Anvil, ~~also~~Cotton ~~manufactures a~~Deluxe, ~~variety~~chromaZONE ofand ~~specialty~~TowelsPlus brand ~~T-shirts~~names and ~~other~~the ~~specialty~~Anvil ~~products~~logo. Prior ~~This~~to ~~category~~their ~~accounted~~ultimate ~~for~~resale ~~approximately~~to ~~78%~~the ofconsumer, the Company'’s ~~net~~products typically ~~sales~~are inimprinted ~~fiscal~~or ~~2003.~~embroidered with logos, designs or characters.

PlacketsMajor andProduct Henleys. The Company introduced its first line of plackets in the early 1980s and its first line of henleys in the early 1990s. Plackets include classic button and collar knit sport shirts which are produced in both short and long sleeve versions. Henleys are collarless knit shirts, which are produced in both short and long sleeve versions. This category accounted for approximately 18% of the Company's net sales in fiscal 2003. Categories

~~Other Products.~~ The Company's ~~other~~reports ~~products~~its operations ~~include,~~in ~~caps,~~one ~~towels,~~segment ~~robes~~in ~~and~~accordance ~~bags,~~with ~~all~~Statement of ~~which~~Financial ~~the~~Accounting Standards ~~Company~~No. 131, ~~sources~~Disclosures asAbout Segments ~~finished~~of ~~products.~~an ~~This~~Enterprise ~~category~~and ~~accounted~~Related ~~for~~Information. ~~approximately~~This 4%one segment consists of ~~the~~several ~~Company's~~major ~~net~~product ~~sales~~categories inas ~~fiscal 2003.~~ follows:

~~Sales~~Basic T-shirts comprise the Company’s principal source of revenues, accounting for approximately 55% of net sales in fiscal 2004. Ladies Apparel includes fashion T-shirts and ~~Marketing~~ tank tops for women. Sport Shirts include short and long sleeve collared shirts for men. Niche Products represent the Company’s specialty items such as baseball shirts, “ringers,” sleeveless T-shirts, athletic shorts and collarless shirts. Accessories are caps, towels, robes and bags, all of which the Company sources as finished products.

TheSales Company markets its products primarily through a direct salesforce complemented by a sales support staff and the Company's marketing department. Marketing

The Company ~~seeks~~sells toits products ~~differentiate~~primarily ~~itself~~through ~~from~~a ~~other~~direct ~~activewear~~salesforce ~~manufacturers~~aided by ~~marketing niche products to its customers and encouraging its customers to purchase~~ a ~~broader~~sales ~~product mix.~~support ~~Recent market trends have necessitated increased emphasis on low-priced basic T-shirts,~~ staff and ~~this category has grown as a percentage of~~ the Company'’s ~~sales.~~marketing However, Management believes that offering higher priced products with more style elements to its customers, has helped the Company to compete more effectively and to service the large and middle-tier wholesale T-shirt distributor marketdepartment. ~~Nevertheless, in order to keep up with changing market dynamics, Management is also actively seeking to expand and diversify its existing customer base.~~

~~Customers~~ The Company seeks to differentiate itself from other activewear manufacturers by also marketing niche products to its customers and encouraging its customers to purchase a broader product mix. However, over the past few years, demand for low-priced basic T-shirts has increased, which has caused the T-shirt category to grow as a percentage of the Company’s sales.

~~The~~Management continues ~~Company markets its products primarily~~ to ~~distributors,~~believe athat ~~wide~~offering ~~range~~higher ofpriced ~~screen~~products ~~printers~~with ~~and~~more ~~private label customers. The Company also sells a small percentage~~style ofelements ~~its products directly~~ to ~~retailers.~~its ~~The Company currently services over 200~~ customers, ofhas ~~which~~helped ~~20 account for approximately 80% of~~ the Company's ~~net~~to ~~sales.~~compete ~~One~~more ~~such customer, Broder Brothers,~~effectively ~~accounted~~and ~~for~~to ~~approximately~~service ~~33% of~~ the ~~Company's~~large ~~net~~and ~~sales~~middle-tier inwholesale ~~fiscal~~T-shirt ~~2003~~distributor market. Nevertheless, Noin ~~other~~order ~~individual~~to ~~customer~~keep ~~accounted~~up ~~for~~with changing ~~more~~market ~~than~~dynamics, ~~10%~~Management ofcontinues ~~the~~to ~~Company's~~expand ~~net~~and ~~sales~~diversify ~~during~~its customer ~~fiscal 2003~~base.

Raw Materials Customers

The Company's ~~primary~~markets ~~raw~~its products ~~material~~primarily isto ~~cotton~~distributors, ~~yarn.~~a ~~The~~wide ~~Company~~range ~~does~~of ~~not~~screen ~~spin~~printers ~~its~~and ~~own~~private label ~~yarn~~customers. The ~~Instead, the~~ Company ~~purchases~~also ~~substantially~~sells a ~~all~~small percentage of its ~~yarn~~products ~~pursuant~~ directly to ~~purchase~~retailers. The ~~orders~~Company ~~from~~currently aservices ~~number~~over of200 customers, ~~domestic~~20 ~~spinners.~~of ~~One~~which ~~individual~~account ~~spinner accounted~~ for approximately 4083% of the Company'’s ~~purchased yarn in fiscal 2003~~net sales. As ~~The~~a ~~vast~~result ~~majority~~ of the ~~yarn used by the~~recent ~~Company~~combination isof ~~readily~~three ~~available~~distributors ~~and~~(Broder ~~can~~Brothers, beAlpha ~~purchased~~Shirt ~~from~~Company aand ~~number~~NES Clothing ~~of sources. Accordingly, the~~ Company) ~~does~~into ~~not~~a ~~have~~single toentity, ~~rely~~Broder onBros., ~~its orders with or deliveries from any single supplier~~Co., ~~With~~now ~~the~~accounts ~~ability~~for toapproximately ~~substitute~~41% ~~its supply~~ of ~~yarn,~~ the Company’s ~~believes~~business, ~~that~~based ~~the~~upon ~~inability~~net tosales ~~obtain~~for ~~yarn~~fiscal 2004. No ~~from~~other ~~any~~individual ~~one~~customer accounted ~~supplier~~for ~~would~~more ~~not~~than ~~have~~10% aof ~~long term material adverse effect on~~ the Company'’s ~~ability~~net ~~to manufacture.~~sales ~~Other~~during ~~raw~~fiscal ~~materials purchased by the Company include dyes and chemicals used in the dyeing and bleaching of fabrics~~2004.

3Raw Materials

The Company’s ~~believes~~primary ~~that~~raw material it is ~~one~~cotton ~~of the larger purchasers of~~ yarn. inThe ~~its~~Company ~~industry~~does ~~segment~~not ~~and~~spin ~~that sound relationships with each of~~ its ~~suppliers~~own ~~allow~~yarn. Instead, the Company topurchases ~~order quantities~~substantially all of ~~yarn at competitive prices. The Company's relationships with~~ its ~~suppliers~~yarn ~~help~~pursuant ~~the~~to ~~Company's~~purchase ~~continued~~orders ~~access~~from toa ~~supplies~~number of ~~raw materials during periods when yarn is in peak demand~~domestic spinners. One Asindividual ~~a result,~~spinner ~~the~~accounted ~~Company~~for ~~has~~approximately ~~not~~42% ~~experienced any significant shortages~~ of ~~raw~~the ~~materials.~~ Company’s

The Company determines the size of its purchase orders for yarn based on its estimate of future yarn prices and levels of supply and periodically places large purchase orders as a means of fixing its raw materials costs. The Company's purchase orders typically are for quantities of yarn ranging from 30 days' to a year's supply. 3

~~Certain of~~purchased ~~the~~yarn ~~Company's~~in ~~primary~~fiscal 2004. The ~~competitors~~vast ~~spin~~majority ~~their~~of ~~own~~the yarn. ~~The~~used by the Company ~~estimates~~is ~~that~~readily ~~in-house~~available ~~yarn~~and ~~production~~can ~~could~~be ~~reduce~~purchased ~~overall~~from ~~yarn~~a ~~costs.~~number ~~The Company has~~of ~~concluded,~~sources. Management ~~however,~~believes that ~~the~~market concentration ~~benefits achieved~~ by ~~acquiring~~spinners ~~in-house~~may ~~spinning~~have ~~capacity~~a ~~would~~long-term ~~not~~impact ~~justify~~on the ~~investment~~availability ~~required~~and pricing toof ~~achieve~~domestic ~~that capacity~~yarn. To ~~In addition~~date, ~~the Company believes~~despite ~~that~~some ~~the~~concentration, ~~quality~~there ofhas ~~its~~been ~~purchased~~no ~~yarn~~adverse iseffect aton ~~least~~the ~~equal~~Company’s ability to ~~the~~obtain ~~quality of~~ yarn ~~produced by fully integrated manufacturers in its industry market segment~~.

~~Competition~~ The Company determines the size of its purchase orders for yarn based on its estimate of future yarn prices and levels of supply. Purchase orders can be for quantities of yarn ranging from 30 days’ to a six-month supply.

TheOther imprintedraw activewearmaterials segmentpurchased ofby the apparelCompany marketinclude includesdyes a number of significant competitors and thechemicals activewearused segment of the industry overall is extremely competitive. Competition in this segment of the appareldyeing industry is generally based upon price, quality, service and breadthbleaching of product offeringsfabrics. In response to market conditions and industry-wide adjustments in price, the Company reviews and adjusts its product offerings and pricing structure from time to time.

The Company's principal competitors include several domestic and foreign manufacturers of activewear, some of which are larger and have greater financial and other resources than the Company. Increased competition has caused many domestic apparel manufacturers to move their manufacturing operations offshore to lower costs. The Company currently performs all of its cutting and sewing activities offshore. Competition

The imprinted ~~Company~~activewear ~~provides~~segment ~~its~~of ~~customers~~the ~~with~~apparel amarket ~~broad~~includes ~~array~~a number of ~~branded~~significant competitors and ~~private~~the ~~label~~activewear ~~niche~~segment ~~products~~of atthe ~~competitive~~industry ~~prices~~overall onis ~~a timely basis~~extremely competitive. ~~The~~Competition ~~Company~~in ~~believes~~this ~~that~~segment ~~its~~of ~~overall turnaround time is well-regarded in~~ the apparel industry ~~and~~is ~~provides~~generally based aupon ~~competitive~~price, ~~advantage.~~quality, ~~The~~customer ~~Company~~service ~~also~~and ~~believes~~breadth ~~that its strategy~~ of ~~offering a broader~~ product ~~mix~~offerings. In ~~including~~response ~~higher quality,~~to ~~niche~~market ~~products,~~conditions and ~~use of lower~~industry-~~cost~~wide ~~offshore~~adjustments ~~manufacturing~~in ~~operations~~price, ~~should~~the Company ~~enable~~reviews itand toadjusts ~~continue~~its toproduct ~~compete~~offerings ~~effectively~~and inpricing ~~its~~structure ~~industry~~on ~~market~~an ongoing ~~segment~~basis.

~~Historically, the~~The Company’s ~~has~~principal competitors ~~benefited~~include ~~from~~several ~~quotas~~domestic and ~~tariffs~~foreign ~~imposed~~manufacturers ~~by the United States on the importation~~ of ~~apparel. The Uruguay Round of GATT~~activewear, ~~which became effective on~~ ~~January 1,~~some ~~1995, requires a complete phase-out~~ of ~~all~~which ~~existing~~are ~~quotas~~larger ~~over~~and ahave ~~ten-year~~greater ~~period.~~financial ~~Accordingly,~~and ~~all~~other ~~quotas~~resources ~~will be phased out by~~ than the ~~year 2005~~Company. Increased Tocompetition ~~date, only~~has acaused ~~small~~many ~~amount~~domestic ofapparel ~~products~~manufacturers ~~manufactured~~to bymove ~~the~~their ~~Company~~manufacturing operations ~~have~~offshore ~~been subject~~ to ~~quota~~lower ~~reductions under GATT~~costs. The Company Incurrently ~~addition~~performs toall ~~the phasing-out~~ of ~~the~~its ~~use~~cutting ofand ~~quotas,~~sewing ~~GATT~~activities ~~also requires that the~~offshore ~~United~~and, ~~States~~as ~~reduce~~mentioned ~~tariffs on textile/apparel imports over the same ten-year period. To date~~above, ~~there~~has ~~have~~plans ~~been~~to ~~only~~begin ~~relatively~~textile ~~small~~operations ~~reductions in such tariffs~~offshore.

~~Under~~The ~~the~~Company ~~United~~provides ~~States-Caribbean~~its ~~Basin~~customers ~~Trade~~with ~~Partnership~~a ~~Act~~broad ~~(the~~array ~~"Act"),~~of ~~effective~~branded ~~October 1, 2000, quotas~~ and ~~duties~~private ~~were eliminated on apparel imported from certain Caribbean~~label ~~basin~~niche ~~countries,~~products ~~provided~~at ~~such~~competitive ~~apparel~~prices ison ~~made~~a ~~from~~timely Ubasis.S. The ~~fabric~~Company ~~(made~~believes ~~from~~that ~~U.S.~~its ~~yarn)~~overall turnaround ~~formed~~time ~~and~~is ~~cut~~well-regarded in the ~~United~~industry ~~States. The same exemption from quotas~~ and ~~duties~~provides ~~applies~~a tocompetitive advantage. The ~~apparel~~Company ~~made~~also ~~from U.S.~~believes ~~fabric~~that ~~cut~~its instrategy aof ~~Caribbean~~offering ~~basin~~a ~~country~~broader ifproduct ~~U.S.~~mix ~~thread~~including ishigher ~~used.~~quality, niche ~~This~~products, ~~Act~~and ~~also~~use ~~exempts~~of alower-cost ~~limited~~offshore ~~amount~~manufacturing ofoperations, ~~knit~~should enable ~~apparel~~it ~~(other~~to ~~than~~continue ~~outerwear~~to ~~T-shirts)~~compete ~~made~~effectively ~~from~~in ~~regional~~its ~~fabric~~industry ~~(made~~market ~~from U~~segment.S. At ~~yarn),~~the ~~and~~same ~~T-shirts~~time, ~~(other~~emphasis ~~than~~continues ~~underwear~~to be ~~T-shirts)~~placed ~~using~~on ~~fabric~~finding ~~(made~~reliable ~~from~~lower-cost ~~U.S.~~sources ~~yarns)~~of ~~formed~~finished inproducts afrom outside ~~Caribbean basin country~~manufacturers.

4Historically, the Company has benefited from quotas and tariffs imposed by the United States on the importation of apparel. The Uruguay Round of GATT, which became effective on January 1, 1995, requires a complete phase-out of all existing quotas over a ten-year period. Accordingly, all quotas were phased out at the beginning of 2005 for World Trade Organization member states. The Company is still assessing the effects of GATT implementation, including any actions the U.S. Government might take to ameliorate the impact of a possible influx of textile products from China. In addition, the Company continues its own exploration of sources for its products in the Far East and elsewhere.

~~Employees~~ Under the United States-Caribbean Basin Trade Partnership Act (the “Act”), effective October 1, 2000, quotas and duties were eliminated on apparel imported from certain Caribbean basin countries, provided such apparel is made from U.S. fabric (made from U.S. yarn) formed and cut in the United States. The same exemption from quotas and duties applies to apparel made from U.S. fabric (made from U.S. yarn) cut in a Caribbean basin country if U.S. thread is used. This Act also exempts a limited amount of knit apparel (other than outerwear T-shirts) made from regional fabric (made from U.S. yarn), and T-shirts (other than underwear T-shirts) using fabric (made from U.S. yarn) formed in a Caribbean basin country.

~~At January 31, 2004, the Company, including its offshore subsidiaries, employed a total of~~ 4,612 people (172 full-time salaried employees and 4,440 full-time and part-time hourly employees) in the following areas: manufacturing and distribution: 4,491; finance and administration: 76; and sales and marketing: 45. Of the Company's 4,612 employees, 906 are employed in the United States and 3,706 at offshore locations.

None of the Company's employees is covered by a collective bargaining agreement. The Company has not experienced any work stoppages and considers its relations with its employees to be good. Employees

~~Intellectual~~At ~~Property~~ January 29, 2005, the Company, including its offshore subsidiaries, employed a total of 3,832 people (168 full-time salaried employees and 3,664 full-time and part-time hourly employees) in the following areas: manufacturing and distribution: 3,711; finance and administration: 74; and sales and marketing: 47. Of the Company’s 3,832 employees, 923 are employed in the United States and 2,909 at offshore locations.

~~The~~None ~~Company~~of ~~attempts to register its material trademarks and trade names. The~~ the Company’s ~~believes~~employees ~~that~~is itcovered ~~has~~by ~~developed strong brand awareness among its targeted customer base and as~~ a ~~result~~collective ~~regards~~bargaining ~~its brand names as valuable assets~~agreement. The Company has ~~registered~~not orexperienced ~~applied~~any ~~for~~work ~~trademark registrations for Anvil, Cotton Deluxe, Towels Plus~~ stoppages and ~~the~~considers ~~Anvil~~its ~~logo as well as~~relations ~~other~~with ~~labels~~its inemployees ~~the~~to ~~United~~be ~~States and certain foreign countries~~good.

EnvironmentalIntellectual Matters Property

The Company, ~~like~~generally applies ~~other~~for ~~apparel~~registration ~~manufacturers,~~of isits ~~subject~~material totrademarks ~~federal, state~~ and ~~local~~trade ~~environmental~~names ~~and~~in ~~occupational~~the United ~~health~~States and ~~safety~~certain ~~laws~~foreign ~~and regulations~~countries. ~~While~~ ~~there~~The ~~can be no assurance that the~~ Company ~~is at all times in complete compliance with all such requirements, the Company~~ believes that ~~any~~it ~~noncompliance~~has isdeveloped ~~unlikely~~strong tobrand ~~have~~awareness ~~a material adverse effect~~among onits ~~the~~targeted ~~financial~~customer ~~condition~~base ~~or results of operations of the Company. The Company has made,~~ and ~~will~~as continue to make, expenditures to comply with environmental and occupational health and safety requirements. The Company currently does not anticipate material capital expenditures for environmental control equipment in fiscal 2004 or beyond. As is the case with manufacturers in general, if a ~~release~~ ofresult ~~hazardous~~regards ~~substances~~its ~~occurs~~brand onnames oras ~~from the Company's properties or any associated offsite disposal location, or if contamination from prior activities is discovered at any of the Company's~~valuable ~~properties, the Company may be held liable~~assets. ~~While the amount of such liability could be material, the Company endeavors to conduct its operations in a manner that reduces such risks.~~

In 1990,Environmental Winston Mills, Inc., a subsidiary of McGregor Corporation ("McGregor") and a predecessor of the Company, entered into an Administrative Order on Consent ("AOC") with the North Carolina Department of Environment, Health and Natural Resources ("DEHNR") concerning certain groundwater contamination discovered at its Asheville, North Carolina facility. Since that time, McGregor, through Culligan International Company ("Culligan"), a former affiliate, has been conducting investigative and corrective action under DEHNR oversight and has remained responsible to DEHNR with respect to contamination that is subject to the AOC. While the total cost of the cleanup at the facility will depend upon the extent of contamination and the corrective action approved by the DEHNR, preliminary cleanup cost estimates range from $1.0 to $4.0 million. McGregor continues to be a party to the Asheville, North Carolina facility's hazardous waste permit and Culligan has guaranteed McGregor's obligations under the AOC. McGregor also contractually agreed to fully indemnify the Company with respect to the contamination as part of the terms of the acquisition of the Anvil business (the "Acquisition"). This indemnity is guaranteed by Culligan and by Astrum International Corp. (now known as Samsonite Corporation), an affiliate of McGregor, in the event Culligan is unable to perform its guarantor obligations. The Company could be held responsible for the cleanup of this contamination if McGregor, Culligan and Samsonite were all to become unable to fulfill their obligations to DEHNR. McGregor also agreed to fully indemnify the Company for any costs associated with certain other environmental matters identified at the time of the Acquisition. The Company believes that, even if McGregor were unable to fulfill its indemnification obligations, these Matters

5The Company, like other apparel manufacturers, is subject to federal, state and local environmental and occupational health and safety laws and regulations. While there can be no assurance that the Company is at all times in complete compliance with all such requirements, the Company believes that any noncompliance is unlikely to have a material adverse effect on the financial condition or results of operations of the Company. The Company has made, and will continue to make, expenditures to comply with environmental and occupational health and safety requirements. The Company currently does not anticipate material capital expenditures for environmental control equipment in fiscal 2005 or beyond. As is the case with manufacturers in general, if a release of hazardous substances occurs on or from the Company’s properties or any associated offsite disposal location, or if contamination from prior activities is discovered at any of the Company’s properties, the Company may be held liable. While the amount of such liability could be material, the Company endeavors to conduct its operations in a manner that reduces such risks.

~~other~~In 1990, Winston Mills, Inc., ~~matters~~a ~~would~~subsidiary ~~not~~of ~~have~~McGregor Corporation (“McGregor”) and a ~~material~~predecessor ~~adverse~~of ~~effect~~the Company, entered into an Administrative Order on Consent (“AOC”) with the ~~financial~~North Carolina ~~condition~~Department orof ~~results~~Environment, Health and Natural Resources (“DEHNR”) concerning certain groundwater contamination discovered at its Asheville, North Carolina facility. Since that time, McGregor, through Culligan International Company (“Culligan”), a former affiliate, has been conducting investigative and corrective action under DEHNR oversight and has remained responsible to DEHNR with respect to contamination that is subject to the AOC. While the total cost of ~~operations~~the cleanup at the facility will depend upon the extent of contamination and the ~~Company~~corrective action approved by the DEHNR, preliminary cleanup cost estimates range from $1.0 to $4.0 million. McGregor continues to be a party to the Asheville, North Carolina facility’s hazardous waste permit and Culligan has guaranteed McGregor’s obligations under the AOC. McGregor also contractually agreed to fully indemnify the Company, ~~subject~~with respect to ~~certain~~the contamination as part ~~limitations,~~of ~~with~~the ~~respect~~terms toof ~~environmental~~the ~~liabilities~~acquisition ~~that~~of ~~arise~~the ~~from~~Anvil ~~events~~business ~~that~~(the ~~occurred~~“Acquisition”). This orindemnity ~~conditions~~is guaranteed by Culligan and by Astrum International Corp. (now known as Samsonite Corporation), an affiliate of McGregor, in ~~existence~~the ~~prior~~event Culligan is unable to ~~the~~perform ~~Acquisition~~its guarantor obligations. The Company could be held responsible for the cleanup of this contamination if McGregor, Culligan and Samsonite ~~have~~were ~~also~~all ~~guaranteed~~to ~~McGregor's~~become unable to fulfill their obligations ~~under~~to ~~these~~DEHNR. McGregor ~~indemnities~~also agreed to fully indemnify the Company for any costs associated with certain other environmental matters identified at the time of the Acquisition. The Company believes that, even if McGregor were unable to fulfill its indemnification obligations, these

~~Item 2. Properties~~ 5

~~The~~other ~~Company~~matters ~~conducts~~would ~~its~~not have ~~operations~~a ~~principally~~material ~~through~~adverse ~~seven~~effect ~~manufacturing~~on ~~facilities~~the ~~and~~financial acondition ~~centralized~~or ~~distribution~~results ~~center. The Company utilizes a vertically~~of ~~integrated~~operations ~~manufacturing~~of ~~process~~the (iCompany.~~e.,~~ McGregor ~~performing~~also agreed ~~substantially~~to ~~all~~indemnify of the ~~manufacturing~~Company, ~~processes~~subject ~~required~~ to ~~produce~~certain ~~its~~limitations, ~~products)~~ with ~~fabric~~respect to ~~being~~environmental ~~knit,~~liabilities ~~bleached~~that orarise ~~dyed,~~ from ~~purchased~~events ~~yarn,~~that ~~at its~~occurred ~~domestic~~or ~~textile~~conditions in ~~facility,~~existence ~~and~~prior ~~then~~to ~~cutting~~the ~~and sewing such fabric at its offshore facilities~~Acquisition. Culligan ~~Cottontops operates a small dyehouse~~ and aSamsonite ~~small~~have ~~screen~~also ~~printing~~guaranteed ~~facility,~~McGregor’s ~~both~~obligations ~~in Farmville, North~~under ~~Carolina.~~these ~~The Company utilizes offshore and domestic contractors as it deems necessary~~indemnities.

TextileItem Facility Operations2. The Company conducts textile operations at its owned facility located in Asheville, North CarolinaProperties. Yarn is received at the textile facility, where circular knitting machines knit the yarn into tubes of basic fabric constructions, while flat and circular knitting machines are used to knit collars. The tubes of fabric correspond in weight and diameter to the various styles and sizes required to make the Company's activewear products. The knitted fabric is then batched for bleaching or dyeing. Substantially all of the Company's activewear products are either bleached to remove the color of natural cotton or dyed for colored products. The Company's textile facility contains computerized controls, dye simulators and spectrometers and modern jet vessels to assist the Company in maintaining an efficient and quality controlled environment for the dyeing and bleaching process. The Company's textile facility operated near capacity during fiscal 2003.

~~Cutting~~The ~~and~~Company conducts ~~Sewing~~its ~~Facilities. Cutting~~operations isprincipally ~~conducted~~through atfour ~~leased~~manufacturing facilities ~~located in Honduras~~ and Ela centralized ~~Salvador.~~distribution center. The ~~Company's~~ ~~sewing~~Company ~~operations~~utilizes ~~are~~a ~~conducted~~vertically atintegrated ~~three~~manufacturing ~~leased~~process ~~facilities~~(i.e., performing ~~located~~substantially inall ~~Honduras~~of ~~and~~the Elmanufacturing ~~Salvador~~processes ~~and~~required atto ~~offshore~~produce its ~~contractors. Fabric~~products) ~~produced~~with atfabric ~~the~~being ~~Company's~~knit, ~~textile~~bleached ~~facility~~or isdyed, ~~shipped to~~from ~~cutting~~purchased ~~facilities~~yarn, ~~where~~at its itdomestic istextile ~~cut~~facility, and then ~~transferred~~cutting toand ~~the~~ sewing ~~facilities~~such ~~for~~fabric ~~assembly.~~at ~~During~~its offshore ~~fiscal~~facilities. The ~~2003, the~~ Company's utilizes ~~cutting~~offshore and ~~sewing~~domestic ~~facilities~~contractors ~~operated~~as ~~near~~it ~~capacity~~deems necessary. Cottontops operates a garment dye house in North Carolina.

~~Distribution~~Textile Facility Operations. The Company ~~performs~~conducts ~~substantially~~textile ~~all~~operations ofat its ~~distribution~~owned ~~functions~~facility atlocated ~~its~~in ~~owned~~Asheville, North ~~centralized~~Carolina. Yarn is received at the ~~distribution~~textile facility, ~~located~~where incircular ~~Dillon~~knitting machines knit the yarn into tubes of basic fabric constructions, ~~South~~while ~~Carolina~~flat and circular knitting machines are used to knit collars. The ~~This~~tubes ~~centralized~~of ~~distribution~~fabric correspond ~~facility~~in ~~enables~~weight and diameter to the various styles and sizes required to make the Company’s activewear products. The knitted fabric is then batched for bleaching or dyeing. Substantially all of the Company’s activewear products are either bleached to remove ~~provide~~the ~~efficient~~color ~~and~~of ~~responsive~~natural ~~customer~~cotton ~~service~~or dyed for colored products. The Company’s textile facility contains computerized controls, dye simulators and spectrometers and modern jet vessels to ~~efficiently~~assist ~~manage~~the Company in maintaining an efficient and quality controlled ~~inventory~~environment for the dyeing and bleaching process. The Company’s textile facility operated at approximately 87% of capacity during fiscal 2004.

6Cutting and Sewing Facilities. Cutting and sewing is conducted at leased facilities located in Honduras, El Salvador and Nicaragua and at offshore contractors. Fabric produced at the Company’s textile facility is shipped to cutting facilities where it is cut and then transferred to the sewing facilities for assembly. During fiscal 2004, cutting and sewing facilities operated near capacity.

Distribution Operations. The ~~following~~Company ~~table~~performs ~~sets~~substantially ~~forth~~all ~~certain~~of ~~information~~its ~~regarding~~distribution functions at its owned centralized distribution facility located in Dillon, South Carolina. This centralized distribution facility enables the Company's ~~facilities:~~to provide efficient and responsive customer service and to efficiently manage inventory.

LOCATION	PRINCIPAL USE	APPROX. SQ. FT.	OWNED/LEASED
New York, NY	Executive Offices	19,000	Leased	(1)
Asheville, NC	Textile Facility	225,000	Owned
Farmville, NC	Office, Warehouse & Screen Printing	83,000	Leased	(2)
Farmville, NC	Dye House	43,000	Leased	(2)
Dillon, SC	Distribution	660,000	Owned
Honduras	Sewing	64,000	Leased	(3)
	Sewing	63,000	Leased	(3)
	Cutting & Sewing	82,000	Leased	(4)
El Salvador	Cutting & Sewing	143,000	Leased	(4)
Germany	Office & Distribution	14,000	Leased	(2)

~~In addition~~The tofollowing ~~the~~table ~~above facilities, the Company owns a 225,000 square foot former textile facility in Kings Mountain, North Carolina and is committed to lease of a former 149,000 square~~sets ~~foot~~forth ~~cutting~~certain ~~and~~information ~~sewing~~regarding ~~facility in Mullins, South Carolina. As a result of~~ the ~~consolidation of its textile operations into its Asheville facility and the relocation of cutting and sewing to offshore locations, neither of these facilities is being significantly utilized, and the~~ Company’s ~~is attempting to dispose of them.~~ facilities:

Management estimates that capital expenditures in fiscal 2004 and thereafter will aggregate approximately $6,000,000 annually. The Company considers its owned and leased facilities and equipment to be in good condition and suitable and adequate for the Company's current operations. Management of the Company believes that its ongoing maintenance and improvement program for its existing manufacturing facilities, will enable it to accommodate anticipated sales growth.

		APPROX. SQ.
LOCATION	PRINCIPAL USE	FT.	OWNED/LEASED
New York, NY	Executive Offices	19,000		Leased(1)
Asheville, NC	Textile Facility	225,000		Owned
Farmville, NC	Office & Warehouse	83,000		Leased(2)
Farmville, NC	Dye House	43,000		Leased(2)
Dillon, SC	Distribution	660,000		Owned
Honduras	Sewing	63,000		Leased(3)
	Cutting	82,000		Leased(4)
El Salvador	Cutting & Sewing	143,000		Leased(4)
Nicaragua	Cutting & Sewing	87,000		Leased(5)
Germany	Office & Distribution	14,000		Leased(2)

~~Periodically, as~~(1) The ~~necessary,~~lease for the Company’s ~~contracts~~executive ~~certain~~office ~~manufacturing~~space ~~operations~~expires ~~to outsiders. Management considers this ordinary industry practice and foresees no material risks~~ in ~~continuing~~ ~~this policy as necessary~~2008.

~~Information Technology.~~ (2) The ~~Company~~lease ~~continues its commitment to the growth and modernization of its information technology~~for ~~systems~~this ~~through~~facility ~~the~~expires ~~upgrading of both its purchased and~~ in~~-house~~ ~~developed systems and equipment~~2007. This year's activities include major upgrades to several of the Company's purchased systems which support textile manufacturing, planning and distribution. Next under consideration are state of the art "high availability" backup systems, for both equipment and software, to ensure constant data and processing access for all Company operations. The Company will continue expanding its internet technology. Customers, vendors, contractors and the Company's sales force with internet access will have the ability to access selected parts of Anvil's database. There are also plans to complete the automation of the cutting facilities using radio frequency to track production from receipt of roll goods to sewing. Anvil's advance order entry, allocation and customer service systems tie into its warehouse management system using radio frequency and also tie into its customers' automatic replenishment and EDI systems. The Company's planning and scheduling system has allowed it to optimize available manufacturing resources (textile and garment) which has helped reduce lead times and inventories and improve the timeliness of deliveries. The system is driven by the Company's

7(3) The lease for this facility expires in 2005

~~in-house forecasting system as well as by customer orders.~~ (4) The ~~Company~~lease ~~has installed hardware and contracted~~ for this ~~satellite~~facility ~~communications~~expires ~~service~~in ~~between its offshore and domestic locations.~~ 2006

(5) The lease for ~~Item~~this ~~3. Legal~~facility ~~Proceedings~~ expires in 2010

~~The~~As ~~Company is~~ a ~~party~~result toof ~~various litigation matters incidental to~~ the ~~conduct~~2003 consolidation of its ~~business.~~textile ~~The~~operations ~~Company~~into ~~does~~its ~~not~~Asheville ~~believe~~facility, ~~that~~a ~~the~~Company-owned ~~outcome~~225,000 square offoot ~~any~~former oftextile ~~the matters~~facility in ~~which~~Kings ~~it is currently involved will have a material adverse effect on the financial condition~~Mountain, ~~liquidity,~~North ~~business~~Carolina oris ~~results~~not being ofutilized ~~operations~~and of the Company. ~~See~~is ~~Item 1.~~attempting ~~"Business—Environmental~~to ~~Matters,"~~dispose ~~above.~~of it.

Management estimates that capital expenditures in the next two fiscal years will aggregate ~~Item~~approximately ~~4. Submission~~$6,000,000 annually, exclusive of ~~Matters~~the planned textile facility in Honduras. The Company considers its owned and leased facilities and equipment to abe ~~Vote~~in ofgood ~~Security~~condition ~~Holders~~ and suitable and adequate for the Company’s current operations.

~~None~~Periodically, as necessary, the Company contracts certain manufacturing operations to outsiders. Management considers this ordinary industry practice and foresees no material risks in continuing this policy as necessary.

Information Technology. The Company continues its commitment to the growth and modernization of its information technology ~~PART~~systems II through the upgrading of both its purchased and in-house developed systems and equipment. This fiscal year’s activities include major upgrades to several of the Company’s purchased systems which support distribution, planning and textiles. The Company has completed installation of the “High Availability” project in Honduras. “High Availability” is a backup system for both equipment and software that ensures constant data and processing access for all Company operations. Implementation of similar backup systems in Dillon, Asheville, and Nicaragua are scheduled for completion during fiscal 2005. In the first quarter of fiscal 2005, the Company completed the automation of its cutting facilities using radio frequency to track production from receipt of roll goods to sewing.

The Company will continue expanding its internet technology and, to date, has ~~Item~~established 5three new websites. ~~Market~~ Two of the websites were created for ~~Registrant'~~large customers to track such information as their inventory position, order status and invoicing. The third website was developed for the Company’s ~~Common~~sales ~~Equity~~force to check order status, request pricing information and ~~Related~~submit ~~Stockholder~~call ~~Matters~~ reports. The Company has installed hardware and contracted satellite communications service between its offshore and domestic locations.

There is no established public trading market for any of the Company's common equity securities. At April 23, 2004 there were 34 record holders of the Class A Common and 38 record holders of the Class B Common. All of Anvil's issued and outstanding capital stock is owned by Holdings. 7

~~Recent~~The Company’s ~~Sales~~advance oforder ~~Unregistered~~entry, ~~Securities~~allocation and customer service systems tie into its warehouse management system using radio frequency and its customers’ ARS (Automatic Replenishment System) and EDI (Electronic Data Interchange) systems.

AsThe Company’s ~~required~~planning byand ~~the~~scheduling ~~Certificate~~system ofhas ~~Designations~~allowed ~~relating~~it to optimize available manufacturing resources (textile and garment) which has helped to reduce lead times and inventories and has improved the ~~Redeemable~~timeliness ~~Preferred~~of ~~Stock,~~deliveries. The system is driven by the Company’s ~~has~~in-house ~~paid~~forecasting ~~stock~~system ~~dividends~~as ~~aggregating~~well ~~1,075,782~~as ~~shares~~by customer ~~($26,895,000~~orders. Cottontops’ ~~liquidation~~garment ~~value)~~dye ~~through~~business has been integrated into the ~~year~~Company’s ~~ended~~Information ~~January 31,~~Technology ~~2004~~system.

8The Company upgraded its security level, as part of the “High Availability” project, on all AS/400 equipment, which should provide the Company with significantly more protection against external and internal security threats.

Item 63. Selected FinancialLegal Data Proceedings.

~~SELECTED~~The ~~HISTORICAL~~Company ~~FINANCIAL~~is ~~DATA~~a party to ~~(In~~various ~~Thousands~~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 financial condition, ~~Except~~liquidity, ~~Per~~business ~~Share~~or ~~Data)~~ results of operations of the Company. See Item 1. “Business¾Environmental Matters,” above.

Set forth below are the selected historical financial data of the Company as of the dates and for the periods shown. The selected historical statement of operations data of the Company for fiscal years 2001 through 2003 and the balance sheet data for fiscal years 2002 and 2003 have been derived from the consolidated financial statements of the Company which have been audited by Deloitte & Touche LLP, whose report thereon appears under "Item 84. ~~Financial~~Submission ~~Statements and Supplementary Data." The selected historical statement~~ of ~~operations~~Matters ~~data of~~to ~~the~~a ~~Company~~Vote for fiscal years 1999 and 2000 and the balance sheet data for fiscal years 1999 through 2001 have been derived from audited consolidated financial statements which are not included herein. Holdings has no independent operations apart from its wholly owned subsidiary, Anvil, and its sole asset is the capital stock of ~~Anvil.~~Security The selected consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the consolidated financial statements and related notes thereto included elsewhere hereinHolders.

		Fiscal Year Ended
		January 29, 2000			February 3, 2001			February 2, 2002			February 1, 2003			January 31, 2004
		[Fiscal 1999]			[Fiscal 2000] (53 Weeks)			[Fiscal 2001]			[Fiscal 2002]			[Fiscal 2003]
Statement Of Operations Data:
Net sales		$	198,930		$	216,537		$	199,661		$	224,329		$	191,222
Cost of goods sold			146,931			153,805			152,557			168,168			163,267
Gross profit			51,999			62,732			47,104			56,161			27,955
Selling, general and administrative expenses			22,692			23,939			23,520			24,117			24,444
Amortization of intangible assets			958			1,306			1,338			619			313
Goodwill impairment			—			—			—			—			19,416
Operating income (loss)			28,349			37,487			22,246			31,425			(16,218	)
Other expense:
	Interest expense		15,793			14,903			14,636			14,165			14,431
	Other expense—net, principally amortization of debt expense		895			1,189			759			534			972
Income (loss) before provision (benefit) for income taxes and extraordinary item			11,661			21,395			6,851			16,726			(31,621	)
Provision (benefit) for income taxes			5,213			9,050			2,404			6,089			(13,297	)
(Loss) income before extraordinary item			6,448			12,345			4,447			10,637			(18,324	)
	Extraordinary item—loss on extinguishment of debt, net of tax benefit of $417(1)		(627	)		—			—			—			—
Net (loss) income		$	5,821		$	12,345		$	4,447		$	10,637		$	(18,324	)
EBITDA(2)		$	35,727		$	45,340		$	30,652		$	41,663		$	11,772
Balance Sheet Data (at end of period):
Cash and cash equivalents		$	3,413		$	6,838		$	11,931		$	9,933		$	1,451
Total assets			137,108			153,324			145,725			148,850			131,340
Total debt			137,775			135,236			133,281			131,326			146,057
Preferred stock (liquidation value)			42,664			48,486			51,436			43,033			49,124
Total stockholders' deficiency			(73,908	)		(67,739	)		(68,402	)		(61,236	)		(85,639	)

None.

9PART II

			Fiscal Year Ended
Earnings (loss) per share data:			January 29, 2000			February 3, 2001		February 2, 2002			February 1, 2003		January 31, 2004
Basic and Diluted Income (Loss) Per Common Share:(3)
	Class A Common Stock:
		Income before extraordinary item	$	15.50		$	19.14	$	19.34		$	23.90	$	18.64
		Extraordinary item		(0.16	)		—		—			—		—
		Net income	$	15.34		$	19.14	$	19.34		$	23.90	$	18.64
	Class B Common Stock:
		Income (loss) before extraordinary item	$	(0.90	)	$	0.17	$	(1.75	)	$	0.06	$	(8.27	)
		Extraordinary item		(0.16	)		—		—			—		—
		Net income (loss)	$	(1.06	)	$	0.17	$	(1.75	)	$	0.06	$	(8.27	)
Weighted average shares used in computation of basic and diluted income (loss) per share:
		Class A Common		290			290		290			290		290
		Class B Common		3,590			3,590		3,590			3,592		3,604

10There is no established public trading market for any of the Company’s common equity securities. At April 15, 2005 there were 36 record holders of the Class A Common and 36 record holders of the Class B Common. All of Anvil’s issued and outstanding capital stock is owned by Holdings.

~~measure presented herein may not be comparable to other similarly titled measures of other companies. EBITDA has been computed as follows:~~ 8

		Fiscal 1999		Fiscal 2000		Fiscal 2001		Fiscal 2002		Fiscal 2003
Net income (loss)		$	5,821	$	12,345	$	4,447	$	10,637	$	(18,324	)
Add back:
	Extraordinary item		627		—		—		—		—
	Provision (benefit) for income taxes		5,213		9,050		2,404		6,089		(13,297	)
	Interest expense		15,793		14,903		14,636		14,165		14,431
	Other expenses (non-operating)		895		1,189		759		534		972
Operating income (loss)			28,349		37,487		22,246		31,425		(16,218	)
Add: Depreciation of fixed assets			6,420		6,547		7,068		9,619		8,261
Amortization of intangible assets			958		1,306		1,338		619		313
Goodwill impairment			—		—		—		—		19,416
EBITDA		$	35,727	$	45,340	$	30,652	$	41,663	$	11,772

Item 6. Selected Financial Data.

SELECTED HISTORICAL FINANCIAL ~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations~~ DATA

~~The~~(In ~~following discussion provides information with respect to the results of operations of the Company for each of the three fiscal years in the period ended January 31~~Thousands, ~~2004.~~Except ~~The~~Per ~~following information should be read in conjunction with Item 6. "Selected Financial Data" and the consolidated financial~~Share ~~statements and the notes thereto included elsewhere herein.~~ Data)

~~Critical~~Set ~~Accounting~~forth ~~Policies~~below ~~And~~are ~~Estimates~~ the selected historical financial data of the Company as of the dates and for the periods shown. The selected historical statement of operations data of the Company for fiscal years 2002 through 2004 and the balance sheet data for fiscal years 2003 and 2004 have been derived from the consolidated financial statements of the Company which have been audited by Deloitte & Touche LLP, whose report thereon appears under “Item 8. Financial Statements and Supplementary Data.” The selected historical statement of operations data of the Company for fiscal years 2000 and 2001 and the balance sheet data for fiscal years 2000 through 2002 have been derived from audited consolidated financial statements which are not included herein. Holdings has no independent operations apart from its wholly owned subsidiary, Anvil, and its sole asset is the capital stock of Anvil. The selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the consolidated financial statements and related notes thereto included elsewhere herein.

The Company's significant accounting policies are more fully described in Note 3 to the consolidated financial statements, included elsewhere herein. 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:

	Fiscal Year Ended
	February 3,			February 2,			February 1,			January 31,			January 29,
	2001			2002			2003			2004			2005
	[Fiscal 2000]			[Fiscal 2001]			[Fiscal 2002]			[Fiscal 2003]			[Fiscal 2004]
	(53 Weeks)
Statement Of Operations Data:

Net sales	$	216,537		$	199,661		$	224,329		$	191,222		$	192,358
Cost of goods sold	153,805			152,557			168,168			163,267			153,869

Gross profit	62,732			47,104			56,161			27,955			38,489
Selling, general and administrative expenses	23,939			23,520			24,117			24,444			24,927
Amortization of intangible assets	1,306			1,338			619			313			286
Goodwill impairment	—			—			—			19,416			—
Operating income (loss)	37,487			22,246			31,425			(16,218		)	13,276
Other expense:
Interest expense(1)	14,903			14,636			14,165			14,431			21,627
Other expense - net, principally amortization of debt expense	1,189			759			534			972			1,081
Income (loss) before provision (benefit) for income taxes	21,395			6,851			16,726			(31,621		)	(9,432		)
Provision (benefit) for income taxes	9,050			2,404			6,089			(13,297		)	(803		)
Net income (loss)	$	12,345		$	4,447		$	10,637		$	(18,324	)	$	(8,629	)
Pro forma net income (loss) assuming retroactive application of SFAS No. 150(1)	$	6,169		$	(663	)	$	7,163		$	(24,415	)	$	(8,629	)

EBITDA(2)	$	45,340		$	30,652		$	41,663		$	11,772		$	20,141

Balance Sheet Data (at end of period):
Cash and cash equivalents	$	6,838		$	11,931		$	9,933		$	1,451		$	4,682
Total assets	153,324			145,725			148,850			131,340			126,132
Total debt (including preferred Stock in fiscal 2004)(1)	135,236			133,281			131,326			146,057			195,483
Preferred stock (liquidation value)	48,486			51,436			43,033			49,124			—
Total stockholders’ deficiency	(67,739		)	(68,402		)	(61,236		)	(85,639		)	(94,273		)

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. The Company's promotional discounts and returns during fiscal 2003 were higher than in prior years due to certain nonrecurring customer experiences. 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. 9

~~Inventories—Inventories~~Earnings ~~are stated at the lower of cost or market, with cost being determined by the first-in, first-out~~ (~~FIFO~~loss) ~~method.~~per Ifshare 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 data:

	Fiscal Year Ended
	February 3,		February 2,			February 1,		January 31,			January 29,
	2001		2002			2003		2004			2005

Basic and Diluted Income (Loss) Per Common Share: (3)
Class A Common Stock	$	19.14	$	19.34		$	23.90	$	18.64		$	25.94
Class B Common Stock	$	0.17	$	(1.75	)	$	0.06	$	(8.27	)	$	(4.48	)
Weighted average shares used in computation of basic and diluted income (loss) per share:
Class A Common	290,000		290,000			290,000		290,000			290,000
Class B Common	3,590,000		3,590,000			3,592,000		3,604,000			3,602,000

~~inventory have~~(1) Pursuant ~~increased~~to ~~significantly~~SFAS ~~over~~No. 150, effective at the ~~last~~beginning ~~three~~of fiscal ~~years.~~2004, ~~While~~the ~~such~~Company ~~markdowns~~began ~~have~~classifying ~~been~~its ~~within~~mandatorily redeemable preferred stock (the ~~range~~“Preferred ofStock”) ~~Management's~~as ~~projections~~a liability and the related dividends and accretion as interest expense. Prior thereto, the Company ~~cannot~~classified the ~~guarantee~~Preferred ~~that~~Stock iton ~~will~~its ~~continue to~~balance ~~experience~~sheet between liabilities and equity and the related ~~same~~dividends ~~level~~and accretion as a reduction in equity not included as an element of ~~markdowns~~interest expense. Restatement of prior periods is not permitted when applying SFAS No. 150. The pro forma amounts represent what the reported net income would have been if SFAS No. 150 had been in effect for all the periods presented; i.e., orreporting ~~that~~the ~~markdowns~~dividends and ~~taken~~accretion ~~will~~on bethe ~~adequately~~Preferred ~~representative~~Stock as interest expense as well as including gains on the purchase of ~~any~~the ~~future~~Preferred ~~declines~~Stock inas ~~selling~~an ~~prices~~element of the Company’s results of operations. There was no effect on the Company’s report earnings (loss) per common share as the result of the adoption of SFAS No 150.

~~Evaluation~~(2) EBITDA ofis ~~Long-Lived~~defined ~~Assets—Long-lived~~as ~~assets~~operating ~~are~~income ~~assessed~~plus ~~for~~depreciation ~~recoverability~~and ~~whenever~~amortization ~~events~~and certain orother non-cash charges. EBITDA ~~changes~~should not be considered in ~~circumstances~~isolation ~~indicate~~or ~~that~~as ana ~~asset~~substitute ~~may~~for ~~have~~net ~~been~~income, ~~impaired.~~cash flows Infrom ~~evaluating~~operating anactivities ~~asset~~and ~~for~~other ~~recoverability,~~income ~~the~~or ~~Company~~cash ~~estimates~~flow ~~the~~statement ~~future~~data, or ~~cash~~as ~~flows~~a ~~expected~~measure toof ~~result~~profitability ~~from~~or ~~the~~liquidity. ~~use~~Management ofbelieves, ~~the~~however, ~~asset~~that ~~and~~EBITDA ~~eventual~~represents ~~disposition.~~a Ifuseful measure of assessing the ~~sum~~performance of the Company’s ~~expected~~ongoing ~~future~~operating ~~cash~~activities ~~flows~~as ~~(undiscounted~~it ~~and~~reflects ~~without~~earnings ~~interest~~trends ~~charges)~~of isthe Company. In ~~less~~addition, ~~than~~Management ~~the~~believes EBITDA ~~carrying~~is ~~amount~~a ofwidely ~~the~~accepted ~~asset,~~financial anindicator ~~impairment~~of ~~loss,~~a ~~equal~~company’s ability to service ~~the~~and/or incur indebtedness. ~~excess~~EBITDA ofdoes ~~the~~not ~~carrying~~take ~~amount~~into ~~over~~account the ~~fair~~Company’s ~~value~~debt ofservice requirements ~~the~~and ~~asset~~other commitments and, accordingly, is ~~recognized.~~not ~~Pursuant~~necessarily toindicative of ~~SFAS~~amounts ~~No. 144,~~that ~~through~~may ~~January 31,~~be ~~2004,~~available ~~there~~for ~~were~~discretionary nouses. ~~adjustments~~The toEBITDA ~~the~~measure ~~carrying~~presented ~~amount~~herein ofmay ~~long-lived~~not ~~assets~~be ~~resulting~~comparable ~~from~~to ~~the~~other ~~Company's~~similarly ~~evaluation~~titled ~~for~~measures ~~any~~of other ~~periods~~companies. EBITDA ~~presented~~has inbeen ~~the~~computed ~~accompanying~~as ~~financial statements.~~ follows:

Results of Operations

	Fiscal 2000		Fiscal 2001		Fiscal 2002		Fiscal 2003			Fiscal 2004
Net income (loss)	$	12,345	$	4,447	$	10,637	$	(18,324	)	$	(8,629	)
Add back:
Provision (benefit) for income taxes	9,050		2,404		6,089		(13,297		)	(803		)
Interest expense	14,903		14,636		14,165		14,431			21,627
Other expenses (non-operating)	1,189		759		534		972			1,081
Operating income (loss)	37,487		22,246		31,425		(16,218		)	13,276
Add: Depreciation of fixed assets	6,547		7,068		9,619		8,261			6,579
Amortization of intangible assets	1,306		1,338		619		313			286
Goodwill impairment	—		—		—		19,416			—
EBITDA	$	45,340	$	30,652	$	41,663	$	11,772		$	20,141

~~The~~(3) See ~~Company's~~Note ~~results~~11 ofto ~~operations~~Financial ~~are affected by numerous factors~~Statements, ~~including competition, general economic conditions, raw material costs, mix of products sold~~included ~~and~~elsewhere ~~plant utilization~~herein. 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 operations. 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 in an effort to minimize fluctuations in its raw material costs resulting from changes in yarn prices. Management is continually reviewing and adjusting the Company's purchase commitments to take advantage of price decreases and ameliorate the impact of price increases. 10

12Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following ~~table~~discussion ~~sets~~provides ~~forth,~~information ~~for~~with ~~each~~respect ofto the ~~periods indicated, certain statement~~ results of operations ~~data, expressed as a percentage~~ of ~~net sales, for~~ the Company for each of the three fiscal years in the period ended January 3129, ~~2004:~~2005. The following information should be read in conjunction with Item 6. “Selected Financial Data” and the consolidated financial statements and the notes thereto included elsewhere herein.

			Year Ended
			February 2, 2002			February 1, 2003			January 31, 2004
			[Fiscal 2001]			[Fiscal 2002]			[Fiscal 2002]
Statement of Operations Data:
	Net sales			100.0	%		100.0	%		100.0	%
	Cost of goods sold			76.4			75.0			85.4
	Gross profit			23.6			25.0			14.6
	Selling, general and administrative expenses			11.8			10.8			12.8
	Interest expense			7.3			6.3			7.6
Other Data:
	EBITDA(1)		$	30,652,000		$	41,663,000		$	11,772,000
		Percentage of net sales		15.4	%		18.6	%		6.2	%

Critical Accounting Policies And Estimates

~~Fiscal~~The ~~Year~~Company’s ~~Ended~~significant accounting ~~January 31~~policies are more fully described in Note 3 to the consolidated financial statements, ~~2004~~included ~~Compared~~elsewhere herein. 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 ~~Fiscal~~an ~~Year~~inherent ~~Ended~~degree ~~February 1~~of uncertainty and are based upon historical experience, ~~2003~~ trends in the industry, and information available from outside sources. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, 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:

~~Net~~Revenue ~~sales~~Recognition ~~for~~and ~~the~~Allowances—Revenue ~~fiscal~~is ~~year~~recognized ~~ended~~at ~~January 31,~~the ~~2004~~time ~~amounted~~merchandise tois shipped ~~$191,222,000~~and astitle ~~compared~~has topassed. Allowances for ~~$224~~sales returns,~~329,000~~ discounts and for ~~the~~estimated ~~prior~~uncollectible ~~fiscal~~accounts ~~year~~are provided when sales are recorded, abased upon ~~decrease~~historical ofexperience ~~$33~~and current trends,~~107,000~~ orand ~~approximately~~periodically 14updated, as appropriate.~~8%.~~ While ~~Total~~the ~~units~~actual ~~sold~~amounts ~~were~~have been ~~approximately~~within 4%the ~~less~~range ~~than~~of the ~~prior~~Company’s ~~fiscal year~~projections, ~~while~~there ~~the~~can ~~average~~be ~~selling~~no ~~price~~assurances that ~~declined~~this bywill ~~nearly 11%~~continue ~~for~~in the ~~same period~~future.

~~Gross~~Inventories—Inventories are ~~profit~~stated ~~for~~at the ~~fiscal~~lower ~~year~~of ~~ended~~cost ~~January 31~~or market, ~~2004~~with ~~amounted~~cost tobeing ~~$27~~determined by the first-in,~~955~~ first-out (FIFO) method. If required,~~000~~ asbased ~~compared~~upon toManagement’s ~~$56~~judgement,~~161,000~~ reserves for ~~the~~slow ~~fiscal year~~moving ~~ended~~inventory ~~February 1,~~and ~~2003.~~markdowns ~~The~~of ~~decline~~inventory ofwhich ~~$28,206,000~~has ~~(50~~declined significantly in value are provided.~~2%)~~ Although islower in fiscal 2004 than fiscal 2003, the ~~result~~Company’s ofmarkdowns reflect an increase during the last ~~following~~three ~~factors~~fiscal inyears as the ~~amounts~~result ~~indicated:~~of ~~(i)~~ industry-wide lower selling prices~~—$23,400,000~~ ~~(including~~for ~~approximately~~basic ~~$2,000,000~~goods. ~~from~~While ansuch ~~unfavorable~~markdowns ~~change~~have inbeen ~~product~~within ~~mix);~~the ~~(ii) higher~~range ~~yarn~~of ~~prices—$5~~Management’s projections,~~000,000;~~ the ~~and~~Company ~~(iii) decline~~cannot inguarantee ~~sales~~that ~~volume—$2,400,000.~~it ~~The foregoing~~will ~~factors~~continue ~~were~~to ~~partially~~experience ~~offset~~the bysame ~~higher~~level of ~~expenses~~markdowns, inor ~~the~~that ~~prior~~markdowns ~~year~~taken ~~relating~~will tobe ~~relocation,~~adequately ~~consolidation~~representative ~~and integration~~ of ~~the~~any future ~~Company's~~declines ~~manufacturing~~in ~~facilities.~~selling prices.

~~Selling,~~Evaluation ~~general~~of ~~and~~Long-Lived ~~administrative~~Assets—Long-lived ~~expenses~~assets ~~(including~~are ~~distribution~~assessed ~~expense)~~ for ~~the~~recoverability whenever ~~fiscal~~events ~~year~~or ~~ended~~changes ~~January 31,~~in ~~2004~~circumstances ~~increased~~indicate that an asset may have ~~$327,000~~been (1impaired.~~4%)~~ In asevaluating ~~compared~~an asset for recoverability, the Company estimates the future cash flows expected to result from the ~~prior~~use ~~fiscal~~of ~~year~~the asset and eventual disposition. If Asthe asum ~~percentage~~of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the ~~sales~~asset, ~~these~~an ~~expenses~~impairment ~~increased~~loss, equal to ~~12.8%~~the ~~from~~excess ~~10.8%~~of inthe carrying amount over the ~~prior~~fair ~~fiscal~~value ~~year~~of the asset, is recognized. Pursuant ~~Advertising~~to ~~expense~~Statement ~~for~~of ~~the~~Financial ~~year~~Accounting ~~was~~Standards (“SFAS”) No. 144, ~~approximately~~through $1January 29,~~000~~ 2005,~~000~~ ~~greater~~there ~~than~~were ~~the~~no ~~prior~~adjustments ~~fiscal~~to ~~year.~~the ~~However,~~carrying ~~this~~amount of ~~increase~~long-lived ~~was~~assets ~~partially~~resulting ~~offset~~from bythe ~~reduced~~Company’s ~~incentive~~evaluation ~~compensation~~for ~~related~~any toperiods presented ~~both~~in ~~selling~~the ~~and~~accompanying ~~administrative~~financial ~~personnel~~statements.

1311

~~Interest~~Results ~~expense increased $266,000 (1.9%) in the current fiscal year compared to the same period~~ of the prior year. The increase is the result of the Company's need for additional borrowing under its Revolving Credit Facility during the current period, while lower borrowings were required during the same period of the prior year. Operations

~~Amortization~~The Company’s results of ~~intangible~~operations ~~assets~~are ~~declined~~affected by ~~$306~~numerous factors,~~000~~ ~~because~~including bycompetition, general ~~the~~economic ~~end~~conditions, raw material costs, mix of ~~the~~products ~~first~~sold ~~fiscal~~and ~~quarter~~plant utilization. Certain activewear products of the ~~current~~type ~~year,~~manufactured by the Company ~~had~~are generally available from multiple ~~fully~~sources ~~amortized~~and athe ~~covenant~~Company’s ~~not~~customers tooften ~~compete~~purchase ~~which~~products ~~had~~from ~~been~~more ~~valued~~than atone source. $1To remain competitive,~~000,000~~ the Company reviews and ~~was~~adjusts ~~being~~its ~~amortized~~pricing structure ~~over~~as anecessary ~~three~~in ~~year~~response ~~period~~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.

AsThe gross profit ~~described~~margins inof ~~Note~~the Company’s products vary significantly. Accordingly, the Company’s overall gross profit margin is affected by its product mix. 6 In addition, plant utilization levels are important to profitability due to the ~~financial~~substantial ~~statements~~fixed ~~included~~costs ~~elsewhere~~of ~~herein,~~the Company’s textile operations. The largest component of the Company’s ~~wrote~~cost of ~~off~~goods ~~$19~~sold is the cost of yarn. The Company obtains substantially all of its yarn from a number of domestic yarn suppliers,~~416,000~~ generally placing orders based upon Management’s expectations regarding future yarn prices and levels of ~~goodwill~~supply. Yarn prices fluctuate from time to time principally as a result of competitive conditions in the ~~current~~yarn ~~fiscal~~market ~~year~~and the cost of raw cotton. The Company adjusts the timing and size of its purchase orders for yarn in an effort to minimize fluctuations in its raw material costs resulting from changes in yarn prices. Management is continually reviewing and adjusting the Company’s purchase commitments to take advantage of price decreases and ameliorate the impact of price increases.

~~Fiscal~~The ~~Year~~following ~~Ended~~table ~~February 1~~sets forth, ~~2003~~for ~~Compared~~each toof ~~Fiscal~~the ~~Year~~periods ~~Ended~~indicated, certain ~~February 2~~statement of operations data, ~~2002~~ expressed as a percentage of net sales, for the Company for each of the three fiscal years in the period ended January 29, 2005:

Net sales for the fiscal year ended February 1, 2003 amounted to $224,329,000 as compared to $199,661,000 for the prior fiscal year, an increase of approximately 12.4%. Total units sold increased more than 27%. However, industry-wide declining selling prices for basic goods and an unfavorable change in product mix towards goods having lower selling prices and gross margins partially offset the favorable effect of increased unit sales.

	Year Ended
	February 1, 2003		January 31, 2004		January 29, 2005
	[Fiscal 2002]		[Fiscal 2003]		[Fiscal 2004]

Statement of Operations Data:
Net sales	100.0	%	100.0	%	100.0	%
Cost of goods sold	75.0		85.4		80.0
Gross profit	25.0		14.6		20.0
Selling, general and administrative expenses	10.8		12.8		13.0
Interest expense^†	6.3		7.5		11.2

~~Gross~~† ~~profit~~Includes ~~for~~preferred dividends ~~the~~of ~~fiscal year ended February 1, 2003 increased~~ $96,~~057~~904,000 ~~(19.2%),~~in ~~as compared to the immediately preceding~~ fiscal ~~year.~~2004 ~~Gross margins improved to 25.0%~~ as ~~compared~~a ~~to 23.6% in the earlier period. This increase was largely the~~ result of ~~lower~~adopting ~~yarn~~SFAS ~~prices and improved production efficiencies, partially offset by the adverse effect of lower selling prices and less favorable product mix~~No. 150. The ~~Gross~~prior ~~profit in the~~ fiscal ~~year~~years ~~ended~~do ~~February 1,~~not ~~2003~~include ~~was adversely affected by additional depreciation~~such ~~charges~~dividends ~~aggregating~~as ~~approximately~~interest ~~$1,295,000 relating to the consolidation of the Company's textile facilities~~expense. Interest expense ~~Comparable~~on ~~charges~~borrowings in(excluding ~~the~~Preferred ~~prior~~Stock) for fiscal ~~year~~2004 ~~ended~~is 7.7% ~~February 2,~~of ~~2002~~net ~~amounted to $769,000~~sales.

~~Selling,~~Other general and administrative expenses (including distribution expense) for the fiscal year ended February 1, 2003 increased $597,000 (2.5%) as compared to the prior fiscal year. As a percentage of sales, these expenses declined from 11.8% to 10.8%. Higher expenditures incurred in improving product support in the areas of distribution and information technology were partially offset by lower selling expenses. Distribution expense for the year ended February 1, 2003 was approximately the same as the prior year despite an increase of more than 27% in units sold. Data:

Interest expense declined $471,000 (3.2%) in the fiscal year ended February 1, 2003 compared to the same period of the prior year. Interest rates declined slightly, and the level of borrowings during the more recent fiscal year were lower than the prior year. At the end of each of the two fiscal years in the period ended February 1, 2003, the Company was able to reduce its revolving credit borrowings to zero.

EBITDA (1)		$	41,663,000		$	11,772,000		$	20,141,000
Percentage of net sales		15.4		%	6.2		%	10.5		%

~~Liquidity~~(1)EBITDA is defined as operating income plus depreciation and ~~Capital~~amortization ~~Resources~~ 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. See “Item 6—Selected Financial Data,” above for the computation of EBITDA.

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 and expansion of the Company's textile facilities. 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 12

14Fiscal Year Ended January 29, 2005 Compared to Fiscal Year Ended January 31, 2004

Net sales for the fiscal year ended January 29, 2005 amounted to $192,358,000 as compared to $191,222,000 for the ~~acquisition~~prior fiscal year, an increase of ~~machinery~~$1,136,000. Total ~~and~~units ~~equipment~~sold ~~and~~were approximately ~~management~~3% ~~information~~less ~~systems~~than ~~hardware~~the ~~and~~prior ~~software~~fiscal year, while the average selling price increased by approximately 3.7% for the same period. The decrease in units sold is the result of the Company’s decision to reduce emphasis on sales of basic white T-Shirts, primarily during the second fiscal quarter. This change is also the primary reason for the increase in average selling prices.

~~The~~Gross ~~Company's~~profit ~~principal~~for ~~working~~the ~~capital~~fiscal ~~requirements~~year ~~are~~ended ~~financing~~January 29, ~~accounts~~2005 ~~receivable~~was $38,489,000 ~~and~~as ~~inventories.~~compared ~~The~~to ~~Company also expended~~ $1327,~~201~~955,000 ~~through~~in the prior fiscal year, ~~ended~~an increase of ~~February 2~~$10,534,000 ~~2003~~(37.7%). Gross margin improved from 14.6% to ~~acquire~~20.0% aprimarily ~~portion~~as the result of ~~its~~the ~~Redeemable~~following ~~Preferred~~factors, in ~~Stock.~~the approximate amounts indicated: (i) lower costs related to textile conversion, cutting and sewing efficiencies ($12,500,000); (ii) favorable changes in selling prices ($1,500,000); and (iii) fewer markdowns ($2,000,000); partially offset by higher yarn prices ($5,500,000).

~~At January 31~~Selling, general ~~2004~~and administrative expenses (including distribution expense) for the ~~Company~~fiscal ~~had~~year ~~net~~ended ~~working~~January 29, ~~capital~~2005 ofincreased $54483,~~214,~~000 ~~comprised~~(2.0%), from of $124,~~451~~444,000 in ~~cash~~the ~~and~~prior ~~cash~~fiscal ~~equivalents,~~year to $2824,~~496~~927,000 ofin ~~accounts~~the ~~receivable,~~fiscal ~~$52~~year ended January 29,~~514,000~~ of2005. As a ~~inventories~~percentage of sales, these expenses were approximately 13% in each fiscal year. Incentive compensation for both selling and administrative personnel was approximately $10500,~~168,~~000 ofgreater ~~other~~in the current fiscal ~~assets~~year than the prior fiscal year, ~~and~~due to the improved operating profit; professional fees increased approximately $38250,~~415,~~000; and the Company experienced an increase in ~~accounts~~expenses ~~payable~~of ~~and~~$200,000 ~~other~~relating ~~current~~to ~~liabilities~~its European distribution operation. These increases were partially offset by reduced advertising expenses and lower distribution costs due to fewer units being shipped.

~~Anvil's~~Interest ~~Loan~~expense ~~and~~increased ~~Security Agreement~~$292,000 ~~as amended~~ (~~the "Loan Agreement"~~2.0%), ~~provides~~in ~~for~~the acurrent ~~maximum~~fiscal ~~credit~~year ended ~~facility of $50~~January 29,~~000,000~~ ~~consisting~~2005 as ~~of a term loan (the "Term Loan") and a revolving~~compared ~~credit~~to ~~facility (~~the ~~"Revolving~~prior ~~Credit~~fiscal ~~Facility")~~year. The ~~Loan~~increase is ~~Agreement~~the ~~was~~result ~~for~~of anhigher ~~original~~interest ~~term~~rates ofduring ~~three~~the ~~years~~current ~~with~~fiscal ~~automatic one~~ year ~~renewals~~and ~~unless contrary notice is given by either party at least~~higher ~~60 days~~average ~~prior~~borrowings toon the ~~expiration~~Company’s ~~date.~~revolving ~~The~~credit ~~Loan~~facility. Also, ~~Agreement~~pursuant ~~(as~~to ~~currently~~SFAS ~~extended) expires March~~No. 11150, ~~2005.~~“Accounting ~~The~~for ~~Term~~Certain ~~Loan~~Financial ~~was~~Instruments inwith ~~the~~Characteristics ~~original principal amount~~ of ~~$11,725,000, repayable in~~ ~~quarterly~~Both ~~principal~~Liabilities ~~installments~~and ofEquity” ~~$586,000~~(see ~~through~~Note ~~April 2004.~~13 ~~Amounts~~to ~~due under~~ the ~~Loan~~financial statements), ~~Agreement~~in ~~are~~the ~~secured~~current byfiscal ~~substantially~~year, ~~all~~ the ~~inventory,~~Company ~~receivables~~began ~~and property, plant and~~classifying ~~equipment~~dividends ~~of Anvil. Holdings~~ and ~~Cottontops~~accretion ~~guaranty amounts due under the Loan Agreement. Interest~~ on ~~the~~its ~~Term~~Redeemable ~~Loan~~Preferred ~~and~~Stock ~~the Revolving Credit Facility are at prime plus one-quarter percent or LIBOR plus 21/4%, at the Company's option. At January 31, 2004 there was~~ ($166,~~686~~904,000 ~~outstanding~~in ~~under~~ the current ~~Revolving~~fiscal ~~Credit~~year) ~~Facility.~~as interest expense.

~~Holdings~~Benefit ~~has~~for noincome ~~independent~~taxes ~~operations~~reflects ~~with~~a ~~its~~significantly ~~sole~~lower ~~asset~~effective ~~being the capital stock of Anvil, which stock is pledged to secure the obligations under the Loan Agreement. As a holding~~tax ~~company,~~rate ~~Holdings'~~than ~~ability~~in toprevious ~~pay~~fiscal ~~cash~~years ~~dividends~~because on the ~~Senior~~aforementioned ~~Preferred Stock or, if issued, principal and interest on the debentures into which the Senior Preferred Stock is convertible (the~~preferred ~~"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~~$6, ~~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~~904,000 ~~including~~for ~~its obligations under~~ the ~~terms~~fiscal ofyear ~~the~~ended ~~Senior Preferred Stock and~~January 29, ~~if issued~~2005, ~~the Exchange Debentures. The Senior Note Indenture restricts, among other things, Anvil's and~~ ~~certain~~although ofnow ~~its~~classified 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~~interest ~~therein]),~~expense tofor ~~incur~~accounting ~~additional indebtedness~~presentations, ~~to encumber or sell assets, to enter into transactions with affiliates, to enter into~~ ~~certain~~remain ~~guarantees~~non-deductible offor ~~indebtedness,~~Federal ~~to make certain investments, to merge or consolidate with any other entity~~ and tostate ~~transfer~~tax ~~or lease all or substantially all of their assets~~purposes. ~~Neither the Senior Note Indenture nor the Loan Agreement restricts Anvil's subsidiaries from declaring dividends or making other intercompany transfers to Anvil.~~

~~The~~Analysis ~~Company's ability to satisfy its debt obligations, including, in the case~~ of ~~Anvil,~~Cash toFlow 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 Data

15Cash provided by operating activities was $14,507,000 in the current fiscal year, while in the prior fiscal year, the Company used $19,451,000 in its operating activities. The improvement of nearly $34,000,000 is primarily the result of (i) an increase in operating earnings of nearly $10,000,000 (exclusive of the fiscal 2003 goodwill impairment charge); (ii) a decrease in inventories of approximately $2,300,000 for the current fiscal year as compared to an increase in inventories of approximately $9,000,000 during the prior fiscal year; (iii) a net change in prepaid and refundable income taxes of $7,500,000; and (iv) other changes in working capital due primarily to timing of receipts and disbursements.

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. 13

~~Contractual~~Cash ~~Obligations~~used ~~and~~in ~~Commitments~~ investing activities was approximately $1,000,000 more in the fiscal year ended January 29, 2005 compared to the prior fiscal year, representing the Company’s net investments in capital equipment.

ACash ~~summary~~used in financing activities was $6,992,000 in the fiscal year ended January 29, 2005. This compares to cash provided by financing activities of $14,341,000 in the prior fiscal year. The Company's ~~contractual~~completed repayment ~~obligations~~of ~~and~~its ~~commitments~~Term asLoan ofin ~~January~~April 312004, ~~2004~~and isaccordingly asexpended ~~follows:~~$1,759,000 less in Term Loan payments in the current fiscal year than the prior fiscal year. During the current fiscal year the Company reduced its borrowings on its revolving credit line by $6,406,000, whereas there was a net increase in such borrowings of $16,686,000 in the prior fiscal year.

Contractual Obligations	Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years		Total
Long-term debt	$	586,000			$	130,000,000			$	130,586,000
Operating leases		2,821,000		4,509,000		243,000				7,573,000
Redeemable Preferred Stock								96,197,000		96,197,000
Total	$	3,407,000	$	4,509,000	$	130,243,000	$	96,197,000	$	234,356,000

Fiscal Year Ended January 31, 2004 Compared to Fiscal Year Ended February 1, 2003

~~The~~Net sales ~~Company~~for ~~believes~~the ~~that,~~fiscal ~~based~~year ~~upon~~ended ~~current~~January 31, ~~and~~2004 ~~anticipated~~amounted ~~levels~~to ~~of operations~~$191,222,000 as ~~funds~~compared ~~generated~~to ~~from operations~~$224,329,000 ~~together~~for ~~with~~the ~~other~~prior ~~available~~fiscal ~~sources~~year, a decrease of ~~liquidity~~$33, ~~including~~107,000 ~~borrowings~~or ~~under~~approximately ~~the~~14.8%. Total ~~Loan~~units ~~Agreement,~~sold were ~~will~~approximately be4% ~~sufficient~~less ~~over~~than the ~~next~~prior ~~twelve~~fiscal ~~months~~year, ~~for~~while the ~~Company~~average selling toprice ~~fund~~declined ~~its~~by ~~normal~~nearly ~~working~~11% ~~capital~~for ~~requirements~~the ~~and~~same ~~satisfy its debt service requirements~~period.

~~Seasonality~~ Gross profit for the fiscal year ended January 31, 2004 amounted to $27,955,000 as compared to $56,161,000 for the fiscal year ended February 1, 2003. The decline of $28,206,000 (50.2%) is the result of the following factors in the amounts indicated: (i) lower selling prices—$23,400,000 (including approximately $2,000,000 from an unfavorable change in product mix); (ii) higher yarn prices—$5,000,000; and (iii) decline in sales volume—$2,400,000. The foregoing factors were partially offset by higher expenses in the fiscal year ended February 1, 2003 relating to relocation, consolidation and integration of the Company’s textile manufacturing facilities.

~~The~~Selling, general ~~Company's~~and ~~business~~administrative isexpenses ~~not~~(including ~~significantly~~distribution expense) ~~seasonal~~for the fiscal year ended January 31, 2004 increased $327,000 (1.4%) as itcompared ~~manufactures~~to ~~and~~the ~~sells~~prior fiscal year. As a ~~wide~~percentage ~~variety~~ of ~~activewear~~sales, ~~products~~these ~~that~~expenses ~~may~~increased beto ~~worn~~12.8% ~~throughout~~in the fiscal year ended January 31, 2004 from 10.8% in the fiscal year ended February 1, 2003. Advertising expense for the fiscal year ended January 31, 2004 was approximately $1,000,000 greater than the prior fiscal year. However, this increase was partially offset by reduced incentive compensation related to both selling and administrative personnel.

~~Effect~~Interest expense increased $266,000 (1.9%) in the current fiscal year ended January 31, 2004 compared to the prior fiscal year. The increase is the result of ~~Inflation~~ the Company’s need for additional borrowing under its Revolving Credit Facility during the fiscal year ended January 31, 2004, while lower borrowings were required during the prior fiscal year.

~~Inflation~~Amortization of ~~generally~~intangible ~~affects~~assets ~~the~~declined ~~Company~~ by ~~increasing~~$306,000 ~~the~~because ~~interest~~by ~~expense~~the end of ~~floating~~the ~~rate~~first ~~indebtedness~~fiscal ~~and~~quarter byof ~~increasing~~ the ~~cost~~fiscal ofyear ~~labor~~ended January 31, ~~equipment~~2004, ~~and raw~~the ~~materials.~~Company ~~The~~had ~~Company~~fully ~~does~~amortized ~~not~~a ~~believe~~covenant ~~that~~not ~~inflation~~to ~~has~~compete which had ~~any~~been ~~material~~valued ~~effect~~at $1,000,000 onand ~~the~~was ~~Company's~~being ~~business~~amortized ~~during~~over ~~the~~a ~~periods~~three ~~discussed~~year ~~herein~~period.

~~Recent~~As ~~Accounting~~described ~~Pronouncements~~ in Note 6 to the financial statements included elsewhere herein, the Company wrote off $19,416,000 of goodwill in the fiscal year ended January 31, 2004.

InLiquidity June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 143, Accounting for Asset Retirement Obligations. The standard requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and ~~the~~Capital capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The standard was effective for the Company beginning February 2, 2003. The adoption of SFAS No.143 did not have a material impact on the Company's results of operations or financial position. Resources

~~In August 2001,~~The ~~the~~Company ~~FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,~~has ~~which~~historically isutilized ~~effective~~funds ~~for~~generated ~~all~~from ~~fiscal~~operations ~~years~~and ~~beginning~~borrowings ~~after~~under ~~December 15, 2001. SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment of~~its ~~Long-Lived~~credit ~~Assets~~agreements ~~and for Long-Lived Assets~~ to Bemeet ~~Disposed~~working ~~Of.~~capital ~~The~~and ~~primary~~capital ~~objectives~~expenditure ~~of SFAS No~~requirements. ~~144 are to develop one accounting model based~~ onThe ~~the~~Company ~~framework~~made ~~established in SFAS No. 121 for long-lived assets to be~~ capital

1614

~~disposed~~ expenditures of $3,708,000 byand ~~sale~~$4,333,000 ~~and~~in tothe ~~address~~fiscal ~~significant~~years ended ~~implementation~~January 31, ~~issues~~2004 and January 29, 2005, respectively. Management ~~The~~estimates ~~Company~~that ~~adopted~~capital expenditures ~~SFAS~~in ~~No. 144~~the ~~effective~~next ~~February 1~~two fiscal years will aggregate approximately $6,000,000 ~~2003.~~annually, ~~The~~exclusive ~~adoption~~of the planned expansion of ~~SFAS~~its ~~No. 144~~textile ~~did~~facility in ~~not~~Honduras. Historically, ~~have~~the aCompany’s ~~significant~~major ~~impact~~capital onexpenditures ~~the~~have ~~financial~~related ~~position~~to orthe ~~results~~acquisition of ~~operations~~machinery ofand equipment ~~the~~and ~~Company.~~management information systems hardware and software.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 rescinds and amends certain previous standards related primarily to debt and leases. The ~~most~~Company’s ~~substantive amendment requires~~principal ~~sale-leaseback~~working ~~accounting~~capital ~~for~~requirements ~~certain lease modifications that have economic effects that~~ are ~~similar~~financing toaccounts ~~sale-leaseback~~receivable ~~transactions~~and inventories. The ~~provisions~~Company ofalso ~~SFAS No. 145~~expended ~~related to the rescission of SFAS No. 4~~$13, ~~Reporting Gains and Losses from Extinguishment of Debt~~201,000 anthrough ~~Amendment~~the ~~of APB Opinion No. 30 are effective for financial statements issued for~~ fiscal ~~years~~year ~~beginning~~ended ~~after May 15, 2002 and became effective for the Company commencing~~ February 21, 2003. ~~The provisions of SFAS No. 145 related~~ to ~~the~~acquire ~~amendment of SFAS No. 13 became effective for transactions~~a ~~occurring~~portion ~~after May 15, 2002. All other provisions~~ of ~~SFAS~~its ~~No. 145~~Redeemable ~~are~~Preferred ~~effective for financial statements issued on or after May 15, 2002~~Stock. ~~The adoption of SFAS No. 145 did not have a material impact on the Company's results of operations or financial position.~~

~~In June~~At January ~~2002~~29, 2005 the ~~FASB~~Company ~~issued~~had ~~SFAS~~net ~~No. 146,~~working ~~Accounting~~capital ~~for~~of ~~Costs~~$55,766,000 ~~Associated~~comprised ~~with~~of ~~Exit~~$4,682,000 ~~or Disposal Activities which will~~in ~~supersede~~cash ~~Emerging~~and ~~Issues~~cash ~~Task~~equivalents, ~~Force Consensus No. 94-3~~$28,366,000 ~~Liability~~of ~~Recognition~~accounts ~~for~~receivable, ~~Certain~~$50,206,000 ~~Employee~~of inventories ~~Termination Benefits~~ and ~~Other~~$7,517,000 ~~Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 will affect the timing~~ of ~~the~~other ~~recognition~~current ofassets, ~~costs~~less ~~associated~~revolving ~~with an exit or disposal plan by~~credit ~~requiring~~borrowings ~~them to be recognized when incurred rather than at the date~~ of a$10,280,000 ~~commitment~~and toaccounts anpayable ~~exit~~and orother ~~disposal~~current ~~plan.~~liabilities ~~SFAS No. 146 is to be applied prospectively to exit or disposal activities~~of ~~initiated after December 31~~$24, ~~2002~~725,000. ~~The adoption of SFAS No. 146 is not expected to have a material impact on the Company's results of operations or financial position.~~

InAnvil’s ~~December 2002,~~Loan ~~the~~and ~~FASB~~Security ~~issued~~Agreement, ~~SFAS~~as ~~No.~~amended on May ~~148~~20, ~~Accounting~~2004 (the “Loan Agreement”), provides for ~~Stock-Based~~a ~~Compensation—Transition~~maximum ~~and~~revolving ~~Disclosure—an amendment~~credit facility of ~~FASB~~$40,000,000 (the ~~Statement~~“Revolving NoCredit Facility”). ~~123~~ The Loan Agreement, ~~Accounting~~as ~~for~~amended, ~~Stock-Based~~expires ~~Compensation~~January 11, 2007. The ~~This~~original ~~Statement~~Loan ~~amends~~Agreement ~~SFAS~~included ~~No. 123~~a toterm loan ~~provide~~in ~~alternative~~the ~~methods~~initial ofprincipal ~~transition~~amount ~~for a~~of ~~voluntary~~$11,725,000 ~~change~~repayable toin ~~the~~quarterly principal ~~fair~~installments ~~value~~of ~~based~~$586,000, ~~method~~the last of ~~accounting~~which ~~for~~was ~~stock-based~~made ~~employee~~in ~~compensation~~April 2004. Amounts Indue ~~addition,~~under ~~SFAS~~the ~~No. 148~~Loan ~~amends~~Agreement ~~the~~are secured ~~disclosure~~by ~~requirements~~substantially ofall ~~SFAS~~the ~~No. 123~~inventory, toreceivables, intangible and ~~require~~tangible ~~prominent~~property, ~~disclosures~~plant inand ~~both~~equipment ~~annual~~of Anvil. Holdings and ~~interim~~Cottontops ~~financial~~guaranty ~~statements~~amounts ~~about~~due under the ~~method~~Loan ofAgreement. Interest ~~accounting~~on the ~~for~~Revolving ~~stock-based~~Credit ~~employee~~Facility ~~compensation~~is ~~and~~at ~~the~~prime ~~effect~~plus ofone-quarter ~~the~~percent ~~method~~or ~~used~~LIBOR plus on2-1/4%, ~~reported results.~~at ~~SFAS~~the NoCompany’s option. At January ~~148~~29, is2005, ~~effective~~there ~~for~~was ~~annual~~$10,280,000 ~~periods~~outstanding ~~ending~~under ~~after~~the ~~December 15,~~Revolving Credit ~~2002~~Facility ~~and~~bearing ~~interim~~interest ~~periods~~at ~~beginning~~5.5%. While ~~after~~on ~~December 15~~the same date, ~~2002.~~the ~~The~~Company ~~adoption~~had ofcash ~~SFAS~~on ~~No. 148~~hand ~~did not~~of ~~have~~$4,682,000, ait should ~~material~~be ~~impact~~noted onthat both the Company'’s ~~results~~Revolving ofCredit ~~operations~~borrowings orand ~~financial~~its cash position. are subject to daily fluctuations based on numerous factors such as collections, operating expenses and capital expenditures.

InThe ~~November 2002,~~Senior ~~the~~Notes ~~FASB~~are ~~approved~~in ~~FASB~~the ~~Interpretation~~principal ~~No. 45~~amount ~~("FIN~~of ~~45") "Guarantor's Accounting and Disclosure Requirements for Guarantees~~$130, ~~including~~000,000, ~~Indirect~~bearing ~~Guarantees~~interest ~~of Indebtedness of Others~~at 10-7/8%," anand ~~Interpretation~~are ofdue ~~FASB~~on ~~Statement No.~~March 515, ~~57 and 107 and Rescission of FASB Interpretation No~~2007. ~~34. FIN~~ 45The ~~clarifies~~Senior ~~the~~Note ~~requirements~~Indenture ~~of SFAS No. 5~~restricts, ~~"Accounting~~among ~~for~~other ~~Contingencies"~~things, ~~relating to a guarantor'~~Anvil’s ~~accounting for,~~ and ~~disclosure~~certain of, ~~the issuance~~its ofsubsidiaries’ ~~certain~~ability ~~types~~to ofpay ~~guarantees.~~dividends ~~Specifically,~~or ~~FIN~~make 45certain ~~requires~~other “restricted” apayments ~~guarantor~~(except to ~~recognize, at~~ the ~~inception~~extent, ofamong aother ~~guarantee~~things, athe ~~liability~~restricted payments ~~for~~are ~~the~~less ~~fair~~than ~~value~~50% of the ~~obligation~~Consolidated ~~undertaken~~Net inIncome ~~issuing the~~of ~~guarantee.~~Anvil ~~The~~[as ~~provisions~~defined therein]), ~~for~~to ~~initial~~incur ~~recognition~~additional ~~and~~indebtedness, ~~measurement~~to ~~are~~encumber ~~effective~~or onsell aassets, ~~prospective~~to enter ~~basis~~into ~~for~~transactions ~~guarantees~~with ~~that~~affiliates, ~~are~~to ~~issued~~enter orinto ~~modified~~certain ~~after~~guarantees ~~December 31, 2002, irrespective~~ of a ~~guarantor's fiscal year-end. However~~indebtedness, ~~the~~to ~~disclosure~~make ~~provisions~~certain ofinvestments, ~~FIN~~to 45merge ~~are effective for financial statements of interim~~ or ~~annual~~consolidate ~~periods~~with ~~ending after December 15, 2002. The~~any ~~adoption~~other ofentity ~~FIN~~and 45to ~~did~~transfer ~~not~~or ~~have~~lease aall ~~material~~or ~~impact~~substantially onall ~~the Company's results~~ of ~~operations~~their ~~or financial position~~assets.

~~FASB~~Holdings has no ~~Interpretation~~independent Nooperations with its sole asset being the capital stock of Anvil, which stock is pledged to secure the obligations under the Loan Agreement. 46 As ~~("FIN~~a ~~46")~~holding company, ~~Consolidation~~Holdings’ ofability ~~Variable~~to pay ~~Interest~~cash ~~Entities~~dividends on the Senior Preferred Stock or, anif ~~Interpretation~~issued, principal and interest on the debentures into which the Senior Preferred Stock is convertible (the “Exchange Debentures”) is dependent upon the earnings of ~~APB~~Anvil ~~No. 50~~and ~~was~~its ~~issued~~subsidiaries inand ~~January 2003~~their ability to declare dividends or make other intercompany transfers to Holdings. Under ~~FIN~~the 46terms of ~~requires~~the Senior Note Indenture, Anvil may incur certain ~~variable~~indebtedness ~~interest~~pursuant ~~entities~~to agreements that may restrict its ability to bepay ~~consolidated~~such bydividends ~~the~~or ~~primary~~other intercompany ~~beneficiary~~transfers necessary to service Holdings’ obligations, including its obligations under the terms of the ~~entity~~Senior Preferred Stock and, if issued, the ~~equity~~Exchange ~~investors~~Debentures. inNeither the ~~entity~~Senior doNote ~~not~~Indenture ~~have~~nor the Loan Agreement restricts Anvil’s subsidiaries from declaring dividends or making other intercompany transfers to Anvil.

1715

~~the~~The Company’s ability to ~~characteristics~~satisfy its debt obligations, including, in the case of aAnvil, ~~controlling~~to ~~financial~~pay principal and interest oron dothe ~~not~~Senior ~~have~~Notes ~~sufficient~~and, ~~equity~~in atthe ~~risk~~case ~~for~~of Holdings, to pay principal and interest on the ~~entity~~Exchange Debentures, if issued, to ~~finance~~perform its ~~activities~~obligations under ~~without~~its ~~additional~~guarantees ~~subordinated~~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, ~~support~~business ~~from~~and other ~~parties.~~factors, ~~FIN~~certain 46of iswhich ~~effective~~are ~~for~~beyond ~~all~~its ~~new~~control, ~~variable~~as ~~interest~~well ~~entities~~as ~~created~~the oravailability of ~~acquired~~revolving ~~after~~credit ~~January 31,~~borrowings ~~2003~~under the Loan Agreement. However, ~~For~~the ~~variable~~Company ~~interest~~may ~~entities~~be ~~created~~required orto refinance ~~acquired~~a portion of the principal of the Senior Notes and, if issued, the Exchange Debentures prior to ~~February 1~~their maturity and, ~~2003,~~ if the ~~provisions~~Company ofis ~~FIN~~unable 46to service ~~must~~its indebtedness, it will be ~~applied~~forced ~~for~~to ~~the~~take ~~first~~actions ~~interim~~such as reducing or delaying ~~annual~~capital ~~period~~expenditures, ~~beginning~~selling ~~after~~assets, ~~June 15~~restructuring or refinancing its indebtedness, ~~2003~~or seeking additional equity capital. There ~~The~~can ~~adoption~~be ofno ~~FIN~~assurance 46that ~~did~~if ~~not~~any ~~have~~of these aremedies ~~material~~are ~~impact~~necessary, onthey ~~the~~could ~~Company's consolidated~~be ~~results~~effected ofon ~~operations~~satisfactory orterms, ~~financial~~if at ~~position~~all.

~~In May 2003,~~Contractual ~~the~~Obligations ~~FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities~~ and Equity." SFAS No. 150 requires that a financial instrument issued in the form of shares that is mandatorily redeemable be classified as a liability if such financial instrument embodies an unconditional obligation requiring the issuer to redeem it by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. The statement is effective for the Company beginning in the first quarter of the fiscal year ending January 29, 2005, and requires that the Company begin classifying its 13% Senior Exchangeable Preferred Stock (the "Preferred Stock") as a liability, and to classify dividends and accretion on the Preferred Stock as interest expense. Currently, the Company includes the Preferred Stock on its balance sheet between liabilities and equity and classifies the related dividends and accretion as a reduction in equity not included as an element of interest expense. Accordingly, FASB No. 150 will impact the way the Company presents the Preferred Stock and related dividends and accretion in its future consolidated statements of operations, stockholders' deficiency and balance sheets. FASB No. 150 will have 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. Commitments

~~Forward-Looking~~A ~~Information~~ summary of the Company’s contractual obligations and commitments as of January 29, 2005 is as follows:

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 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. In addition, modifications to the Company's historical methods of producing and acquiring fabric are being considered.

	Less Than
Contractual Obligations	1 Year		1-3 Years		4-5 Years		Total

Long-term debt			$	130,000,000			$	130,000,000
Operating leases	$	2,787,000	3,310,000		$	352,000	6,449,000
Redeemable Preferred Stock					96,197,000		96,197,000
Total	$	2,787,000	$	133,310,000	$	96,549,000	$	232,646,000

The ~~Company~~ is including the following cautionary statement in this Form 10-K 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,~~believes ~~strategies~~that, ~~future~~based ~~events~~upon orcurrent ~~performance,~~ and ~~underlying~~anticipated ~~assumptions~~levels ~~and other statements which are other than statements~~ of ~~historical facts. From time to time~~operations, ~~the~~funds ~~Company may publish or otherwise~~generated ~~make~~from ~~available forward-looking statements of this nature. All such subsequent forward-looking statements~~operations, ~~whether~~together ~~written~~with orother ~~oral~~available ~~and~~sources ~~whether made by or on behalf~~ of ~~the Company~~liquidity, ~~are also expressly~~including ~~qualified~~borrowings byunder 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~~Loan ~~statements. The forward-looking statements contained herein are based on various assumptions~~Agreement, ~~many~~will ofbe ~~which~~sufficient ~~are~~over ~~based, in turn, upon further assumptions. The Company's expectations, beliefs and projections are expressed in good faith and are believed by~~ the ~~Company~~next ~~to have a reasonable basis, including without~~twelve ~~limitation,~~months ~~Management's~~for ~~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~~fund ~~other~~its ~~factors~~normal ~~and~~working ~~matters~~capital ~~discussed~~requirements ~~elsewhere herein, the following factors are~~and ~~important~~satisfy ~~factors~~its ~~that,~~debt inservice ~~the view of the~~ requirements.

18Seasonality

The Company,’s business is ~~could~~not ~~cause~~significantly ~~actual~~seasonal ~~results~~as toit ~~differ~~manufactures ~~materially~~and ~~from~~sells ~~those~~a ~~discussed~~wide invariety ~~the~~of activewear ~~forward-looking~~products ~~statements:~~that may be worn throughout the year.

~~The foregoing~~Effect 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.~~ Inflation

Inflation generally affects the Company by increasing the interest expense of floating rate ~~Item~~indebtedness ~~7a. Quantitative~~and by increasing the cost of labor, equipment and ~~Qualitative~~raw materials. The ~~Disclosures~~Company ~~About~~does ~~Market~~not ~~Risk~~ believe that inflation has had any material effect on the Company’s business during the periods discussed herein.

~~The~~Recent Accounting ~~Company believes that its potential exposure to market risk is not material.~~ Pronouncements

In June 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities ~~Item~~which 8will supersede Emerging Issues Task Force Consensus No. ~~Financial~~ 94-3, ~~Statements~~Liability Recognition for Certain Employee Termination Benefits and ~~Supplementary~~Other Costs ~~Data~~ 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.

~~See page F-1, Index to Financial Statements, included elsewhere herein.~~ 16

SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, ~~Item~~2002. The 9adoption of SFAS No. ~~Changes~~ 146 is innot ~~and~~expected ~~Disagreements~~to ~~with~~have ~~Accountants~~a material impact on ~~Accounting~~the ~~and~~Company’s ~~Financial~~results ~~Disclosure~~ of operations or financial position.

~~None~~In November 2004, the FASB issued SFAS No. 151, Inventory Costs which amends Accounting Research Bulletin No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This Statement requires that those items be recognized as current-period charges and requires that allocation of fixed production overheads to the cost of conversion be based on the normal capacity of the production facilities. This statement is effective for fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 is not expected to have a material impact on the Company’s results of operations or financial position.

Forward-Looking ~~Item 9a. Controls and Procedures~~ Information

The Company'’s ~~Chief~~results ~~Executive~~of operations ~~Officer~~have ~~(who~~been issignificantly ~~also~~affected by industry-wide fluctuations in selling prices. Although average selling prices increased slightly in fiscal 2004, overall, such prices have declined significantly over the ~~Chief~~last ~~Financial~~several ~~Officer)~~years. Management ~~has~~continues ~~evaluated~~its efforts to reduce costs and improve manufacturing efficiencies. Although the Company's ~~disclosure~~believes ~~controls~~that ~~and~~prices ~~procedures~~have stabilized, Management cannot predict the future effects of numerous economic factors such as GATT implementation and the impact of a possible influx of textile products from ~~April 16~~China. Accordingly, ~~2004~~Management is continually seeking to diversify and ~~concluded~~expand ~~that~~the ~~these~~Company’s ~~controls~~customer base and ~~procedures~~also ~~are~~to ~~effective~~place increased emphasis on the sale of goods sourced as finished products. While no assurances can be given, Management believes that these initiatives will enable the Company to meet the challenges of future price fluctuations, if any.

~~There~~The Company is ~~have~~including ~~been~~the nofollowing ~~significant~~cautionary ~~changes~~statement in ~~internal~~this ~~controls~~Form 10-K 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 inon behalf of, the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other ~~factors~~statements ~~that~~which ~~could~~are ~~significantly~~other ~~affect~~than ~~these~~statements ~~controls~~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 ~~April~~differ materially from those expressed in the forward-looking statements. 16 The forward-looking statements contained herein are based on various assumptions, ~~2004~~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:

1917

1. Changes ~~PART~~in ~~III~~ 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. 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 ~~Item~~Company’s ~~10. Directors~~actual results during fiscal 2005 and ~~Executive~~beyond ~~Officers~~to be materially different from any anticipated results expressed in any forward-looking statement made by or on behalf of the ~~Registrant~~ Company. The Company disclaims any obligation to update any forward-looking statements to reflect events or other circumstances after the date hereof.

With respect to the directors of the Company, the information required by Item 107A. ofQuantitative Form 10-K appears on pages 1 through 4 of the Information Statement, and isQualitative incorporatedDisclosures hereinAbout byMarket referenceRisk.

~~Pursuant to~~The ~~General~~Company ~~Instruction~~believes Gthat its topotential ~~Form 10-K,~~exposure ~~the~~to ~~following~~market ~~information~~risk is ~~furnished~~not ~~concerning the executive officers and key employees of the Company~~material.

20Item 8. Financial Statements and Supplementary Data.

~~EXECUTIVE~~See ~~OFFICERS~~page F-1, ~~AND CERTAIN~~Index ~~KEY~~to ~~EMPLOYEES~~Financial OFStatements, ~~ANVIL~~ included elsewhere herein.

~~The~~Item ~~following~~9. ~~sets~~Changes ~~forth~~in ~~certain~~and ~~information~~Disagreements with ~~respect~~Accountants toon ~~the~~Accounting ~~executive officers~~ and ~~certain~~Financial ~~key employees of Anvil~~Disclosure.

Name	Age(1)	Position
Bernard Geller	70	Chief Executive Officer, Chairman of the Board
Anthony Corsano	44	President and Chief Operating Officer
Jacob Hollander	62	Executive Vice President, Chief Administrative Officer, Secretary, General Counsel and Director
William H. Turner	56	Executive Vice President of Manufacturing
Pasquale Branchizio	65	Vice President of Finance

None.

BernardItem Geller has served as the Chief Executive Officer of Anvil, President of Holdings, and has been a Director of Anvil and Holdings since February 19959A. SinceControls March 1997, Mr. Geller has served as Chairman of the Board of Anvil and Holdings and from July 1997 to February 28, 2001, as President of AnvilProcedures. From 1989 to 1995, Mr. Geller served as Chairman of Anvil's predecessor. From 1986 to 1989, Mr. Geller served as President of Anvil's predecessor and from 1975 to 1986, as Controller. Before joining Anvil's predecessor, Mr. Geller was with Union Underwear Co., Inc., a subsidiary of Fruit of the Loom, Inc., where he worked for 14 years, principally as that company's controller.

~~Anthony~~The ~~Corsano has~~Company’s ~~served~~Chief Executive asOfficer ~~President~~ and Chief ~~Operating~~Financial Officer ~~Anvil~~have ~~since~~evaluated ~~February 28,~~the ~~2001. Prior thereto, he~~Company’s ~~served~~disclosure ascontrols ~~Executive Vice President of Sales~~ and ~~Marketing~~procedures ~~of Anvil for more than five years. From 1993 to 1995, Mr. Corsano served~~ as ~~Vice President~~ of ~~Sales~~January 29, 2005 and ~~Marketing of Anvil's~~concluded ~~predecessor.~~that ~~From~~these ~~1988~~controls ~~to 1993, Mr. Corsano served as Vice President—Sales of Anvil's predecessor~~ and ~~from~~procedures ~~1985~~are ~~to 1988 Mr~~effective. ~~Corsano served as National Sales Manager of Anvil's predecessor.~~

~~Jacob~~There ~~Hollander has~~have ~~served~~been ~~as Executive Vice President, Chief Administrative Officer, Secretary and General Counsel of Anvil~~no ~~and~~significant ~~Vice~~changes ~~President,~~in ~~Secretary~~internal ~~and~~controls ~~General~~or ~~Counsel~~in ofother ~~Holdings~~factors ~~since~~that ~~February, 1995. Since March, 1997, Mr. Hollander has served as a Director of Anvil and Holdings. From 1991 to 1995,~~could ~~Mr. Hollander~~significantly ~~served~~affect asthese ~~Vice~~controls ~~President~~subsequent ~~and General Counsel of Astrum International Corp. From 1985~~ to ~~1990, Mr.~~January ~~Hollander served as Vice President and General Counsel of McGregor Corporation and Faberge~~29, ~~Incorporated, and from 1987 to 1989, Mr~~2005. Hollander also served as Vice President and General Counsel of Elizabeth Arden, Inc. During 1990, Mr. Hollander provided legal consulting services to the Unilever group of companies and to McGregor. Prior to its acquisition by McGregor, Mr. Hollander was Vice President of Faberge, Incorporated.

WilliamItem H9B. Turner hasOther served as Executive Vice President of Manufacturing of Anvil since February, 1995Information. From 1992 to 1995, Mr. Turner served as Executive Vice President of Manufacturing of Anvil's predecessor. From 1985 to 1992, Mr. Turner held the position of Vice President of Manufacturing (Cut and Sew) of Anvil's predecessor and from 1982 to 1985 he was Plant Manager for Anvil's predecessor.

21None.

Pasquale Branchizio has served as Vice President of Finance of Anvil and Holdings since 1995. From 1986 until 1995, Mr. Branchizio served as Vice President of Finance of Anvil's predecessor. From 1981 to 1986, Mr. Branchizio served as the Controller of Anvil's predecessor. Prior thereto, Mr. Branchizio served as Senior Accountant for Anvil's predecessor. 18

~~Item 11. Executive Compensation~~PART III

~~The information required by~~ Item ~~11 of Form~~ 10-K. ~~appears~~Directors onand ~~pages~~Executive 6Officers ~~through 9~~ of the ~~Information Statement, and is incorporated herein by reference~~Registrant.

~~Item~~With ~~12. Security~~respect ~~Ownership~~to the directors of ~~Certain~~the ~~Beneficial~~Company, ~~Owners~~the ~~and~~information ~~Management~~required by Item 10 of Form 10-K appears on pages 1 through 4 of the Information Statement, and ~~Related~~is ~~Stockholder~~incorporated ~~Matters~~herein by reference.

~~The information~~Pursuant ~~required~~to byGeneral ~~Item~~Instruction 12G ofto Form 10-K, ~~appears~~the onfollowing information ~~pages~~is 9furnished ~~through~~concerning ~~12 of~~ the ~~Information~~executive ~~Statement,~~officers and iskey ~~incorporated~~employees ~~herein~~of the ~~by reference~~Company.

~~Item~~EXECUTIVE OFFICERS ~~13. Certain Relationships and Related Transactions~~AND

~~The information~~CERTAIN ~~required~~KEY byEMPLOYEES ~~Item~~OF ~~13 of Form 10-K appears on page 12 of the Information Statement and is incorporated herein by reference.~~ ANVIL

~~Item~~The ~~14. Principal~~following ~~Accountant~~sets forth ~~Fees~~certain information with respect to the executive officers and ~~Services~~certain key employees of Anvil.

The information required by Item 14 of Form 10-K appears on pages 5 and 6 of the Information Statement and is incorporated herein by reference.

Name	Age(1)	Position

Bernard Geller	71	Chief Executive Officer, Chairman of the Board

Anthony Corsano	45	President and Chief Operating Officer

Jacob Hollander	63	Executive Vice President, Chief Administrative Officer, Secretary, General Counsel and Director

William H. Turner	57	Executive Vice President of Manufacturing

Frank Ferramosca	50	Executive Vice President of Finance, Chief Financial Officer

~~PART~~(1) All ages IV are as of December 31, 2004.

~~Item~~Bernard Geller ~~15.~~has ~~Exhibits~~served as the Chief Executive Officer of Anvil, President ~~Financial~~of ~~Statement~~Holdings, ~~Schedules~~and has been a Director of Anvil and Holdings since February 1995. Since March 1997, Mr. Geller has served as Chairman of the Board of Anvil and ~~Reports~~Holdings onand ~~Form~~from July ~~8-K~~ 1997 to February 28, 2001, as President of Anvil.

~~All~~Anthony ~~other~~Corsano ~~schedules~~has served ~~for~~as ~~which~~President ~~provision~~and isChief ~~made~~Operating inOfficer ~~the applicable accounting regulations~~ of ~~the~~Anvil ~~Securities~~since ~~and Exchange Commission are not required under the related instructions~~February 28, ~~are~~ ~~inapplicable~~2001. Prior ~~or not material~~thereto, orhe ~~the~~served ~~information~~as Executive ~~called~~Vice ~~for~~President ~~thereby~~of isSales ~~otherwise~~and ~~included~~Marketing inof ~~the~~Anvil ~~financial~~for ~~statements~~more ~~and~~than ~~therefore has been omitted~~five years.

~~None~~Jacob Hollander has served as Executive Vice President, Chief Administrative Officer, Secretary and General Counsel of Anvil and Vice President, Secretary and General Counsel of Holdings since February, 1995. Since March, 1997, Mr. Hollander has served as a Director of Anvil and Holdings.

No.		Description
2.1		Recapitalization Agreement, dated as of February 12, 1997, by and among Citicorp Venture Capital, Ltd., BRS,, Holdings, Anvil VT, Inc. and the stockholders and voting trust certificate holders named on the signature pages thereto, as amended by the certain Amendment and Consent to Assignment dated as of February 21, 1997 and that Waiver and Second Amendment to the Recapitalization Agreement dated as of March 13, 1997.(1)
3.1		Certificate of Incorporation of Anvil.(1)
3.2		Restated Certificate of Incorporation of Holdings.(4)
3.3		Certificate of Incorporation of Cottontops.(1)
3.4		By-Laws of Anvil.(1)

William H. Turner has served as Executive Vice President of Manufacturing of Anvil since February 1995.

2219

3.5		By-Laws of Holdings.(1)
3.6		By-Laws of Cottontops.(1)
4.1		Certificate of Designation of Holdings.(1)
4.2		Certificate of Designation of Holdings relating to Series B 13% Senior Exchangeable Preferred Stock due 2009.(2)
4.3		Purchase Agreement, dated as of March 14, 1997, by and among Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), Wasserstein Perella securities, Inc. ("Wasserstein"), NationsBanc Capital Markets, Inc. ("NationsBanc"), Anvil and Holdings.(1)
4.4		Senior Indenture, dated as of March 14, 1997, by and among the Anvil, Holdings, Cottontops and the other Subsidiary Guarantors and United States Trust Company of New York, as trustee.(1)
4.5		107/8% Senior Notes and Guarantees.(1)
4.6		Series B 107/8% Senior Notes and Guarantees.(2)
4.7		Registration Rights Agreement, dated as of March 14, 1997, by and among Anvil, Holdings, Cottontops and DLJ, Wasserstein and NationsBanc, as Initial Purchasers.(1)
4.8		Loan and Security Agreement dated March 11, 1999 by and among Congress Financial Corporation, Anvil, Holdings and Cottontops.(5)
4.9		Term Promissory Note of Anvil dated March 11, 1999 payable to Congress Financial Corporation.(5)
4.10		Pledge and Security Agreement dated March 11, 1999 between Congress Financial Corporation and Holdings.(5)
4.11		Pledge and Security Agreement dated March 11, 1999 between Congress Financial Corporation and Anvil.(5)
10.1		Employment Agreement, dated as of January 30, 2001, by and between Anvil and Bernard Geller.(6)
10.2		Employment Agreement, dated as of January 30, 2001 by and between Anvil and Anthony Corsano.(6)
10.3		Employment Agreement, dated as of January 30, 2001, by and between Anvil and Jacob Hollander.(6)
10.4		Employment Agreement, dated as of January 30, 2001 by and between Anvil and William H. Turner.(6)
10.5		Exchange Debenture Indenture, dated as of March 14, 1997, by and between Holdings and United States Trust Company of New York, as trustee.(1)
10.6		Registration Rights Agreement, dated as of March 14, 1997, by and between Holdings and DLJ, as the Initial Purchaser.(1)
10.7		Registration Rights and Securityholders Agreement, dated as of March 14, 1997, by and among Holdings, BRS, 399 Venture CCT II Partners, L.P. "CCT") and DLJ.(1)

Frank Ferramosca was employed by Anvil in April 2004 as Executive Vice President of Finance and became Vice President of Finance of Holdings in May 2004. In March 2005, he was appointed Chief Financial Officer of both Anvil and Holdings. A Certified Public Accountant (State of New York), Mr. Ferramosca served as Senior Vice President of Operations Planning for Sony Electronics Inc. from 2000 to 2004. From 1996 to 2000, Mr. Ferramosca, served as Senior Vice President of Finance and Administration for the Consumer Audio and Video Group of Sony Electronics Inc.

23Item 11. Executive Compensation.

10.8		Registration Rights Agreement, dated as of March 14, 1997, by and among Holdings, BRS, 399 Venture, CCT, Bernard Geller, Anthony Corsano, William Turner, Jacob Hollander and each other executive of Holdings or its subsidiaries who acquires common stock from Holdings after the date thereof and executes a joinder thereto, the persons set forth on the signature pages thereto and DLJ.(1)
10.9		Stockholders Agreement, dated as of March 14, 1997, by and among Holdings, BRS, 399 Venture, CCT, Bernard Geller, Anthony Corsano, William Turner, Jacob Hollander and each other person who acquires common stock of Holdings after the date thereof and executes a joinder thereto.(1)
10.10		2002 Stock Option Plan(7)
10.11		Amendment No. 1 dated as of December 27, 1997 to Stockholders Agreement by and among Holdings, BRS, 399 Venture, CCT, Bernard Geller, Anthony Corsano, William Turner, Jacob Hollander and each other person who acquires common stock of Holdings after the date thereof and executes a joinder thereto.(3)
10.12		Management Agreement dated November 3, 1998 among Anvil, Holdings, Cottontops and BRS.(5)
10.13		Management Agreement dated September 15, 2002 among Anvil, Holdings, Cottontops and CVC Management LLC.(8)
10.14		Letter Agreement effective as of February 1, 2004 amending and extending the Employment Agreement of Mr. Geller
21		Subsidiaries of Holdings.
31.1		Certification pursuant to section 240.13a-14 of general rules and regulations of the Securities Exchange act of 1934.

The information required by Item 11 of Form 10-K appears on pages 6 through 9 of the Information Statement, and is incorporated herein by reference.

24Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~SIGNATURES~~ The information required by Item 12 of Form 10-K appears on pages 10 through 12 of the Information Statement, and is incorporated herein by reference.

~~ANVIL~~The ~~HOLDINGS,~~information ~~INC.~~required ~~By:~~by ~~/s/~~Item ~~JACOB~~13 ~~HOLLANDER~~of ~~Jacob~~Form 10-K appears ~~Hollander~~on ~~Vice~~pages 12 ~~President~~and 13 of the Information Statement and ~~Secretary~~is incorporated herein by reference.

~~Pursuant to~~Item ~~the~~14. ~~requirements~~Principal ofAccounting ~~the~~Fees ~~Securities Act of 1934, this report has been signed by the following persons in the capacities~~ and ~~on the dates indicated:~~ Services

Signature	Capacity	Date
/s/ BERNARD GELLER Bernard Geller	Chairman of the Board and Director (Principal Executive and Financial Officer)	April 23, 2004
/s/ JACOB HOLLANDER Jacob Hollander	Vice President, Secretary and Director	April 23, 2004
/s/ PASQUALE BRANCHIZIO Pasquale Branchizio	Vice President of Finance (Principal Accounting Officer)	April 23, 2004
/s/ BRUCE C. BRUCKMANN Bruce C. Bruckmann	Director	April 23, 2004
/s/ RICHARD R. LEONARD Richard R. Leonard	Director	April 23, 2004
/s/ RICHARD D. MOSS Richard D. Moss	Director	April 23, 2004
/s/ DAVID WAGSTAFF III David Wagstaff III	Director	April 23, 2004
/s/ JOHN D. WEBER John D. Weber	Director	April 23, 2004
/s/ ANTHONY T. WILLIAMS Anthony T. Williams	Director	April 23, 2004

The information required by Item 14 of Form 10-K appears on page 6 of the Information Statement and is incorporated herein by reference.

~~SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT:~~ PART IV

~~The Registrant~~Item ~~has~~15. ~~not~~Exhibits ~~sent~~and anFinancial ~~annual~~Statement ~~report or proxy material to its security holders during the period covered by this report~~Schedules.

25 (a) Documents filed as part of this report:

~~ANVIL HOLDINGS, INC~~1. The ~~AND~~financial ~~SUBSIDIARIES INDEX~~statements TOrequired ~~CONSOLIDATED~~to ~~FINANCIAL~~be ~~STATEMENTS AND~~filed ~~CONSOLIDATED~~hereunder ~~FINANCIAL~~are ~~STATEMENT~~listed ~~SCHEDULES~~ on page F-1

		PAGE
Independent Auditors' Report		F-2
Consolidated Balance Sheets at February 1, 2003 and January 31, 2004		F-3
Consolidated Statements of Operations for the years ended February 2, 2002, February 1, 2003 and January 31, 2004		F-4
Consolidated Statements of Stockholders' Deficiency for the years ended February 2, 2002, February 1, 2003 and January 31, 2004		F-5
Consolidated Statements of Cash Flows for the years ended February 2, 2002, February 1, 2003 and January 31, 2004		F-6
Notes to Consolidated Financial Statements		F-7
Schedule II—Valuation and Qualifying Accounts		S-1

2. The financial statement schedules required to be filed hereunder are listed on page F-1

~~F-1~~3. Exhibits filed as part of this report:

INDEPENDENT AUDITORS' REPORT

No.		Description
21		Subsidiaries of Holdings.

31.1		Certification of Principal Executive Officer pursuant to section 240.13a-14 of general rules and regulations of the Securities Exchange act of 1934.

31.2		Certification of Principal Financial Officer pursuant to section 240.13a-14 of general rules and regulations of the Securities Exchange act of 1934.

~~To the Board of Directors and Stockholders of Anvil Holdings, Inc. New York, New York~~ 20

~~We have audited the accompanying consolidated balance sheets of Anvil Holdings,~~(b) ~~Inc. and subsidiaries as of January 31, 2004 and February 1, 2003, and the related~~ ~~consolidated~~Additional ~~statements~~exhibits of operations, stockholders' deficiency, and cash flows for each of the three fiscal years in the period ended January 31, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15(~~a)(2).~~previously ~~These~~filed ~~financial~~as statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits. indicated):

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

No.		Description

2.1		Recapitalization Agreement, dated as of February 12, 1997, by and among Citicorp Venture Capital, Ltd., BRS,, Holdings, Anvil VT, Inc. and the stockholders and voting trust certificate holders named on the signature pages thereto, as amended by the certain Amendment and Consent to Assignment dated as of February 21, 1997 and that Waiver and Second Amendment to the Recapitalization Agreement dated as of March 13, 1997.(1)

3.1		Certificate of Incorporation of Anvil.(1)

3.2		Restated Certificate of Incorporation of Holdings.(4)

3.3		Certificate of Incorporation of Cottontops.(1)

3.4		By-Laws of Anvil.(1)

3.5		By-Laws of Holdings.(1)

3.6		By-Laws of Cottontops.(1)

4.1		Certificate of Designation of Holdings.(1)

4.2		Certificate of Designation of Holdings relating to Series B 13% Senior Exchangeable Preferred Stock due 2009.(2)

4.3		Purchase Agreement, dated as of March 14, 1997, by and among Donaldson, Lufkin & Jenrette Securities Corporation (“DLJ”), Wasserstein Perella securities, Inc. (“Wasserstein”), NationsBanc Capital Markets, Inc. (“NationsBanc”), Anvil and Holdings. (1)

4.4		Senior Indenture, dated as of March 14, 1997, by and among the Anvil, Holdings, Cottontops and the other Subsidiary Guarantors and United States Trust Company of New York, as trustee.(1)

4.5		10-7/8% Senior Notes and Guarantees.(1)

4.6		Series B 10-7/8% Senior Notes and Guarantees.(2)

4.7		Registration Rights Agreement, dated as of March 14, 1997, by and among Anvil, Holdings, Cottontops and DLJ, Wasserstein and NationsBanc, as Initial Purchasers.(1)

4.8		Loan and Security Agreement dated March 11, 1999 by and among Congress Financial Corporation, Anvil, Holdings and Cottontops. (5)

4.9		Term Promissory Note of Anvil dated March 11, 1999 payable to Congress Financial Corporation.(5)

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Anvil Holdings, Inc. and subsidiaries as of January 31, 2004 and February 1, 2003, and the results of their operations and their cash flows for each of the three fiscal years in the period ended January 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. 21

As discussed in Note 6 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142 "Goodwill and other Intangible Assets" effective on February 3, 2002.

4.10		Pledge and Security Agreement dated March 11, 1999 between Congress Financial Corporation and Holdings.(5)

4.11		Pledge and Security Agreement dated March 11, 1999 between Congress Financial Corporation and Anvil.(5)

10.1		Employment Agreement, dated as of January 30, 2001, by and between Anvil and Bernard Geller.(6)

10.2		Employment Agreement, dated as of January 30, 2001 by and between Anvil and Anthony Corsano. (6)

10.3		Employment Agreement, dated as of January 30, 2001, by and between Anvil and Jacob Hollander.(6)

10.4		Employment Agreement, dated as of January 30, 2001 by and between Anvil and William H. Turner.(6)

10.5		Exchange Debenture Indenture, dated as of March 14, 1997, by and between Holdings and United States Trust Company of New York, as trustee.(1)

10.6		Registration Rights Agreement, dated as of March 14, 1997, by and between Holdings and DLJ, as the Initial Purchaser.(1)

10.7		Registration Rights and Securityholders Agreement, dated as of March 14, 1997, by and among Holdings, BRS, 399 Venture CCT II Partners, L.P. (“CCT”) and DLJ.(1)

10.8		Registration Rights Agreement, dated as of March 14, 1997, by and among Holdings, BRS, 399 Venture, CCT, Bernard Geller, Anthony Corsano, William Turner, Jacob Hollander and each other executive of Holdings or its subsidiaries who acquires common stock from Holdings after the date thereof and executes a joinder thereto, the persons set forth on the signature pages thereto and DLJ.(1)

10.9		Stockholders Agreement, dated as of March 14, 1997, by and among Holdings, BRS, 399 Venture, CCT, Bernard Geller, Anthony Corsano, William Turner, Jacob Hollander and each other person who acquires common stock of Holdings after the date thereof and executes a joinder thereto.(1)

10.10		2002 Stock Option Plan(7)

10.11		Amendment No. 1 dated as of December 27, 1997 to Stockholders Agreement by and among Holdings, BRS, 399 Venture, CCT, Bernard Geller, Anthony Corsano, William Turner, Jacob Hollander and each other person who acquires common stock of Holdings after the date thereof and executes a joinder thereto.(3)

10.12		Management Agreement dated November 3, 1998 among Anvil, Holdings, Cottontops and BRS. (5)

~~DELOITTE & TOUCHE LLP~~ 22

New York, New York April 19, 2004

10.13		Management Agreement dated September 15, 2002 among Anvil, Holdings, Cottontops and CVC Management LLC.(8)

10.14		Letter Agreement effective as of February 1, 2004 amending and extending the Employment Agreement of Mr. Geller(9)

F(1) Previously filed with the Company’s Registration Statement and Amendments thereto on Form S-24 (SEC file No. 333-26999) and is incorporated herein by reference.

(2) Previously ~~ANVIL~~filed ~~HOLDINGS,~~with the Company’s Form ~~INC.~~10-Q ~~AND~~for ~~SUBSIDIARIES~~ the Quarter ended August 2, 1997, and is incorporated herein by reference.

(3) Previously filed ~~CONSOLIDATED~~with ~~BALANCE~~the ~~SHEETS~~ Company’s Form 10-K for the Year ended January 31, 1998, and is incorporated herein by reference.

(In4) Previously filed ~~Thousands~~with the Company’s Form 10-Q for the Quarter ended October 31, 1998, ~~Except~~and ~~Share~~is ~~Data)~~ incorporated herein by reference.

				February 1, 2003			January 31, 2004
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	9,933		$	1,451
	Accounts receivable, less allowances for doubtful accounts of $1,152 and $1,165				28,315			28,496
	Inventories				43,603			52,514
	Prepaid and refundable income taxes				1,210			5,620
	Deferred income taxes-current portion				1,751			3,137
	Prepaid expenses and other current assets				1,788			1,411
			Total current assets		86,600			92,629
PROPERTY, PLANT AND EQUIPMENT—Net					38,099			33,210
GOODWILL					19,416			—
DEFERRED INCOME TAXES					—			1,479
INTANGIBLE ASSETS—Net					2,597			2,284
OTHER ASSETS					2,138			1,738
				$	148,850		$	131,340
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
	Accounts payable			$	14,494		$	8,431
	Accrued expenses and other current liabilities				15,569			12,712
	Revolving credit loan				—			16,686
	Current portion of term loan				2,345			586
			Total current liabilities		32,408			38,415
LONG-TERM PORTION OF TERM LOAN					586			—
107/8% SENIOR NOTES					128,395			128,785
DEFERRED INCOME TAXES					4,950			—
OTHER LONG-TERM OBLIGATIONS					714			655
REDEEMABLE PREFERRED STOCK (Liquidation value $62,624 and $71,171)					62,321			71,140
LESS REDEEMABLE PREFERRED STOCK IN TREASURY (Liquidation value $19,382 and $22,027)					(19,288	)		(22,016	)
REDEEMABLE PREFERRED STOCK—Net					43,033			49,124
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, $59,671 and $67,476)			3			3
		Class B, $.01 par value, authorized 7,500,000 shares; issued and outstanding: 3,592,000 and 3,605,000 shares			36			36
		Class C, $.01 par value; authorized 1,400,000 shares; none issued			—			—
	Additional paid-in capital				12,806			12,818
	Accumulated deficit				(74,081	)		(98,496	)
			Total stockholders' deficiency		(61,236	)		(85,639	)
				$	148,850		$	131,340

(5) Previously filed with the Company’s Form 10-K for the Year ended January 30, 1999, and is incorporated herein by reference.

~~See~~(6) Previously filed ~~notes~~with tothe ~~consolidated~~Company’s ~~financial~~Form 10-K ~~statements.~~for the Year ended February 3, 2001 and is incorporated herein by reference.

F(7) Previously filed with the Company’s Form 10-3K for the Year ended February 2, 2002 and is incorporated herein by reference.

(8) Previously ~~ANVIL~~filed ~~HOLDINGS,~~with the Company’s Form ~~INC.~~10-K ~~AND~~for ~~SUBSIDIARIES~~ the Year ended February 1, 2003 and is incorporated herein by reference.

(9) Previously filed ~~CONSOLIDATED~~with ~~STATEMENTS~~the OFCompany’s ~~OPERATIONS~~ Form 10-K for the Year ended January 31, 2004 and is incorporated herein by reference.

(~~In Thousands, Except Share Data~~c) None.

		Fiscal Year Ended
		February 2, 2002			February 1, 2003			January 31, 2004
NET SALES		$	199,661		$	224,329		$	191,222
COST OF GOODS SOLD			152,557			168,168			163,267
	Gross profit		47,104			56,161			27,955
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			23,520			24,117			24,444
AMORTIZATION OF INTANGIBLE ASSETS			1,338			619			313
GOODWILL IMPAIRMENT			—			—			19,416
	Operating income (loss)		22,246			31,425			(16,218	)
OTHER EXPENSES:
	Interest expense		14,636			14,165			14,431
	Other expense-net, principally amortization of debt expense		759			534			972
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES			6,851			16,726			(31,621	)
PROVISION (BENEFIT) FOR INCOME TAXES			2,404			6,089			(13,297	)
NET INCOME (LOSS)			4,447			10,637			(18,324	)
	Less preferred stock dividends and accretion		(6,836	)		(6,254	)		(6,091	)
	Less Common A preference		(6,115	)		(6,913	)		(7,805	)
	Add gain on purchase of preferred stock		1,726			2,780			—
	Net (Loss) Income Attributable To Common Stockholders	$	(6,778	)	$	250		$	(32,220	)
BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE:
Class A Common Stock		$	19.34		$	23.90		$	18.64
Class B Common Stock		$	(1.75	)	$	0.06		$	(8.27	)
Weighted average shares used in computation of basic and diluted net income (loss) per share:
	Class A Common		290,000			290,000			290,000
	Class B Common		3,590,000			3,592,000			3,604,000

~~See notes to consolidated financial statements.~~ SIGNATURES

~~F-4~~Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, Anvil Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ANVIL HOLDINGS, INC. ~~AND~~By: ~~SUBSIDIARIES~~ /s/ Jacob Hollander Jacob Hollander Vice President and Secretary

Pursuant ~~CONSOLIDATED~~to ~~STATEMENTS~~the requirements OFof ~~STOCKHOLDERS'~~the ~~DEFICIENCY~~ Securities Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated:

(In Thousands)

Signature	Capacity	Date

/s/ Bernard Geller	Chairman of the Board	April 21, 2005
Bernard Geller	and Director (Principal
	Executive Officer)

/s/ Jacob Hollander	Vice President, Secretary	April 21, 2005
Jacob Hollander	and Director

/s/ Frank Ferramosca	Vice President, Principal	April 21, 2005
Frank Ferramosca	Financial and Accounting
	Officer

/s/ Bruce C. Bruckmann	Director	April 21, 2005
Bruce C. Bruckmann

/s/ Richard R. Leonard	Director	April 21, 2005
Richard R. Leonard

/s/ Richard D. Moss	Director	April 21, 2005
Richard D. Moss

/s/ David Wagstaff III	Director	April 21, 2005
David Wagstaff III

/s/ Anthony T. Williams	Director	April 21, 2005
Anthony T. Williams

	Common Stock
	Class A		Class B		Class C	Additional Paid-in Capital		Accumulated Deficit			Total
Balance at February 4, 2001	$	3	$	36	—	$	12,803	$	(80,581	)	$	(67,739	)
Preferred stock dividends									(6,673	)		(6,673	)
Accretion of preferred stock									(163	)		(163	)
Gain on Purchase of Preferred Stock									1,726			1,726
Net income									4,447			4,447
Balance at February 2, 2002		3		36	—		12,803		(81,244	)		(68,402	)
Preferred stock dividends									(6,125	)		(6,125	)
Accretion of preferred stock									(129	)		(129	)
Gain on Purchase of Preferred Stock									2,780			2,780
Issuance of Class B Common Stock							3					3
Net income									10,637			10,637
Balance at February 1, 2003		3		36	—		12,806		(74,081	)		(61,236	)
Preferred stock dividends									(5,976	)		(5,976	)
Accretion of preferred stock									(115	)		(115	)
Issuance of Class B Common Stock							12					12
Net (loss)									(18,324	)		(18,324	)
Balance at January 31, 2004	$	3	$	36	—	$	12,818	$	(98,496	)	$	(85,639	)

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT:

~~See~~The Registrant has not ~~notes~~sent an annual report or proxy material to ~~consolidated~~its ~~financial~~security ~~statements.~~holders during the period covered by this report

~~F-5~~24

ANVIL HOLDINGS, INC. AND ~~SUBSIDIARIES~~ ~~CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)~~ SUBSIDIARIES

				Fiscal Year Ended
				February 2, 2002			February 1, 2003			January 31, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$	4,447		$	10,637		$	(18,324	)
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization of fixed assets			7,068			9,619			8,261
		Amortization of other assets			2,410			1,455			1,109
		Deferred income taxes			(236	)		(864	)		(7,814	)
		Goodwill impairment			—			—			19,416
	Changes in operating assets and liabilities, net of acquisition:
		Accounts receivable			(1,217	)		512			(181	)
		Inventories			10,519			1,736			(8,911	)
		Prepaid and refundable income taxes			(1,046	)		(164	)		(4,411	)
		Prepaid expenses and other current assets			—			(767	)		377
		Accounts payable			(4,935	)		6,917			(6,063	)
		Accrued expenses and other current liabilities			(1,472	)		363			(2,857	)
		Income taxes payable			(363	)		—			—
	Other—net				(117	)		(685	)		(53	)
			Net cash provided by (used in) operating activities		15,058			28,759			(19,451	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment				(6,592	)		(17,435	)		(3,708	)
	Proceeds from sale of property and equipment				824			372			336
			Net cash used in investing activities		(5,768	)		(17,063	)		(3,372	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings under revolving credit agreement				—			—			16,686
	Repayments of long-term debt				(2,345	)		(2,345	)		(2,345	)
	Purchase of preferred stock				(1,852	)		(11,349	)		—
			Net cash (used in) provided by financing activities		(4,197	)		(13,694	)		14,341
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					5,093			(1,998	)		(8,482	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR					6,838			11,931			9,933
CASH AND CASH EQUIVALENTS, END OF YEAR				$	11,931		$	9,933		$	1,451
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for interest			$	14,654		$	14,182		$	14,431
	Net payments (refunds) of income taxes			$	4,049		$	7,097		$	(1,446	)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
	Redeemable Preferred Stock Issued in Lieu of Dividends			$	6,673		$	1,591			—
	Preferred Stock Dividends Payable in Cash				—		$	4,534		$	5,976
	Gain on purchase of preferred stock			$	1,726		$	2,780			—

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND

SeeCONSOLIDATED notesFINANCIAL toSTATEMENT consolidated financial statements. SCHEDULES

~~F-6~~Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at January 31, 2004 and January 29, 2005 Consolidated Statements of Operations for the fiscal years ended February 1, 2003, January 31, 2004 and January 29, 2005 Consolidated Statements of Stockholders’ Deficiency for the fiscal years ended February 1, 2003, January 31, 2004 and January 29, 2005 Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2003, January 31, 2004 and January 29, 2005 Notes to Consolidated Financial Statements Schedule II ¾Valuation and Qualifying Accounts

~~ANVIL HOLDINGS, INC. AND SUBSIDIARIES~~ F-1

REPORT ~~NOTES~~OF TOINDEPENDENT ~~CONSOLIDATED~~REGISTERED ~~FINANCIAL~~PUBLIC ~~STATEMENTS~~ ACCOUNTING FIRM

To the ~~(In~~Board ~~Thousands,~~of ~~Except~~Directors ~~Share~~and ~~Data)~~ Stockholders of

~~1. THE~~Anvil Holdings, ~~COMPANY~~ Inc.

~~As used herein, the "Company" refers to Anvil Holdings, Inc. ("Holdings"), including, in some instances, its wholly-owned subsidiary, Anvil~~New ~~Knitwear~~York, ~~Inc.,~~ aNew 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.York

We have audited the accompanying consolidated balance sheets of Anvil Holdings, Inc. and subsidiaries (the “Company”) as of January 31, 2004 and January 29, 2005, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for each of the three fiscal years in the period ended January 29, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). ~~RECAPITALIZATION~~ These ~~AND~~financial ~~REFINANCING~~ statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

~~The~~We ~~Company's~~conducted ~~current~~our ~~capital~~audits ~~structure~~in isaccordance with the standards ~~result~~ of athe ~~1997~~Public ~~recapitalization~~Company Accounting Oversight Board (~~the~~United ~~"Recapitalization"~~States). ~~pursuant~~Those tostandards ~~which:~~require ~~(i) the~~that ~~Company~~we ~~redeemed~~plan orand ~~repurchased~~perform athe ~~substantial~~audit ~~portion~~to ofobtain ~~its~~reasonable ~~outstanding~~assurance ~~shares~~about ofwhether ~~capital~~the ~~stock;~~financial statements ~~(ii) Bruckmann,~~are ~~Rosser,~~free ~~Sherrill &~~of Comaterial misstatement. The Company is not required to have, ~~L.P.~~nor ~~and~~were ~~certain~~we engaged to perform, an audit of its ~~employees~~internal ~~and~~control ~~affiliates~~over financial ~~(collectively,~~reporting. Our audits included consideration of internal control over ~~"BRS")~~financial ~~contributed~~reporting ~~$13,063~~as a basis for designing audit procedures that are appropriate in the ~~purchase~~circumstances ofbut ~~new~~not ~~common~~for ~~stock;~~the ~~(iii) 399~~purpose ~~Venture~~of ~~Partners, Inc.~~expressing ~~and~~an opinion ~~certain~~on the effectiveness of ~~its~~the ~~employees~~Company’s ~~and~~internal ~~affiliates~~control ~~(collectively~~over financial reporting. Accordingly, ~~"399~~we ~~Venture")~~express ~~and~~no ~~certain management~~such ~~investors~~opinion. ~~reinvested~~An aaudit ~~portion~~also ofincludes ~~their~~examining, ~~shares~~on ofa test ~~capital~~basis, ~~stock~~evidence ofsupporting the ~~Company~~amounts and disclosures in ~~exchange~~the ~~for~~financial statements, ~~newly~~assessing ~~issued~~the ~~common~~accounting ~~stock;~~principles used and ~~(iv) 399~~significant ~~Venture~~estimates made ~~exchanged~~by amanagement, ~~portion~~as ofwell ~~its~~as ~~capital~~evaluating the overall financial statement ~~stock~~presentation. We ~~for~~believe ~~Senior~~that ~~Exchangeable~~our ~~Preferred~~audits provide ~~Stock~~a ~~and~~reasonable ~~new~~basis ~~common~~for ~~stock.~~our opinion.

~~Concurrently~~In ~~with~~our ~~the Recapitalization~~opinion, ~~the~~such ~~Company~~consolidated ~~sold~~financial 30statements present fairly,~~000~~ ~~Units~~in ~~consisting~~all material respects, the financial position of ~~(i) $30~~Anvil Holdings,~~000,~~ ~~13%~~Inc. ~~Senior~~and subsidiaries ~~Exchangeable~~as ~~Preferred~~of ~~Stock~~January ~~due~~31, ~~2009~~2004 and ~~(ii) 390~~January 29,~~000~~ ~~shares~~2005, ~~of Class B~~and ~~common~~the ~~stock~~results ~~(the~~of their ~~"Units~~operations ~~Offering").~~and ~~The~~their ~~Senior~~cash ~~Exchangeable~~flows ~~Preferred~~for ~~Stock~~each ~~was~~of ~~recorded~~the atthree ~~$27,656~~fiscal ~~representing~~years in the period ~~proceeds~~ended ofJanuary ~~$30~~29,~~000~~ 2005, ~~less~~in ~~$390~~conformity ~~allocated~~with toaccounting ~~the Class B~~principles ~~common~~generally ~~stock~~accepted ~~and~~in ~~$1,954~~the United States of ~~expenses~~America. Also, ~~attributable~~in toour ~~the~~opinion, ~~Units~~such ~~Offering.~~financial statement ~~Additionally~~schedule, onwhen ~~March 14,~~considered ~~1997,~~in ~~Anvil~~relation ~~sold~~to ~~$130,000~~the ofbasic ~~107/8%~~consolidated financial ~~Senior~~statements ~~Notes~~taken ~~due~~as ~~March 14~~a whole, ~~2007 ("Senior~~presents ~~Notes")~~fairly, in ~~connection~~all ~~with~~material respects, the ~~Recapitalization.~~information set forth therein.

3As discussed in Note 13 to the consolidated financial statements, the Company changed its method of accounting for its redeemable preferred stock to conform to Statement of Financial Accounting Standards No. ~~SUMMARY~~ OF150, ~~SIGNIFICANT~~Accounting for ~~ACCOUNTING~~Certain ~~POLICIES~~ Financial Instruments with Characteristics of Both Liabilities and Equity, effective February 1, 2004.

~~Basis of Presentation—The accompanying consolidated financial statements have been prepared in~~DELOITTE ~~accordance~~& ~~with~~TOUCHE accounting principles generally accepted in the United States of America ("Generally Accepted Accounting Principles" or "GAAP"). Such financial statements include the accounts of the Company and its wholly-owned subsidiaries, after elimination of significant intercompany accounts and transactions. To facilitate comparison with the current fiscal year, certain prior fiscal year amounts have been reclassified. LLP

~~Fiscal Year—The Company's operations are on a "52/53-week" fiscal year ending on the Saturday closest to~~New ~~January 31.~~York, New York

~~Use of Estimates—The preparation of financial statements in conformity with GAAP requires Management to make certain estimates~~April 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 accounts requiring the use of significant estimates include accounts receivable18, ~~inventories, income taxes, intangible assets and certain reserves.~~ 2005

~~Cash and Cash Equivalents—Cash and cash equivalents include all highly liquid investments with an original maturity of 90 days or less.~~ F-2

~~F-7~~ANVIL HOLDINGS, INC. AND SUBSIDIARIES

FairCONSOLIDATED ValueBALANCE of Financial Instruments—The carrying amounts of financial instruments reported in the accompanying consolidated balance sheets approximate their fair value. Considerable judgment is required in interpreting certain market data to develop estimated fair values for certain financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. SHEETS

~~Property,~~(In ~~Plant and Equipment—Property~~Thousands, ~~plant~~Except ~~and~~Share equipment is being depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the estimated useful life or the term of the lease. Depreciable lives are generally as follows: Data)

Buildings and Improvements	20-25 years
	January 31,			January 29,
Machinery, Equipment, Furniture And Fixtures	4-10 years
	2004			2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,451		$	4,682
Accounts receivable, less allowances for doubtful accounts of $1,165 and $1,188	28,496			28,366
Inventories	52,514			50,206
Prepaid and refundable income taxes	5,620			2,547
Deferred income taxes-current portion	3,137			3,605
Prepaid expenses and other current assets	1,411			1,365
Total current assets	92,629			90,771
PROPERTY, PLANT AND EQUIPMENT¾Net	33,210			30,915
DEFERRED INCOME TAXES	1,479			897
INTANGIBLE ASSETS¾Net	2,284			1,998
OTHER ASSETS	1,738			1,551
Total Assets	$	131,340		$	126,132
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES:
Accounts payable	$	8,431		$	7,308
Accrued expenses and other current liabilities	12,712			17,417
Revolving credit loan	16,686			10,280
Current portion of term loan	586			—
Total current liabilities	38,415			35,005
10-7/8% SENIOR NOTES	128,785			129,175
OTHER LONG-TERM OBLIGATIONS	655			197
MANDATORILY REDEEMABLE PREFERRED STOCK–Net of Treasury Holdings	49,124			56,028
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, $67,476 and $76,299)	3			3
Class B, $.01 par value, authorized 7,500,000 shares; issued and outstanding: 3,605,000 and 3,600,000 shares	36			36
Class C, $.01 par value; authorized 1,400,000 shares; none issued	—			—
Additional paid-in capital	12,818			12,813
Accumulated deficit	(98,496		)	(107,125		)
Total Stockholders’ Deficiency	(85,639		)	(94,273		)
Total Liabilities and Stockholders’ Deficiency	$	131,340		$	126,132

~~Inventories—Inventories~~See ~~are~~notes ~~stated~~to atconsolidated ~~the~~financial ~~lower of cost or market, with cost being determined by the first-in, first-out (FIFO) method~~statements.

Intangible Assets—Intangible assets of the Company consist of trademarks, goodwill and a covenant not to compete. Trademarks are being amortized over their estimated useful life of 17 years and the covenant not to compete has been amortized over its three year term. Goodwill (which was not being amortized) has been fully written off due to an impairment in value recorded as of January 31, 2004—see Note 6. F-3

~~Evaluation~~ANVIL 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 recoverabilityHOLDINGS, ~~the Company estimates the future cash flows expected to result from the use of the asset and eventual disposition~~INC. ~~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~~AND ~~excess of the carrying amount over the fair value of the asset, is recognized.~~ SUBSIDIARIES

~~Deferred~~CONSOLIDATED ~~Financing~~STATEMENTS ~~Fees—Included in other assets are deferred financing fees ($1,657 and $1,247 at February 1, 2003 and~~OF ~~January 31, 2004, respectively) which are being amortized over the term of the applicable obligations.~~ OPERATIONS

~~Revenue~~(In ~~Recognition—Revenue~~Thousands, isExcept ~~recognized~~Share ~~at the time merchandise is shipped and title has passed. Allowances for sales returns and discounts are provided when sales are recorded.~~ Data)

Income Taxes—Income taxes have been accounted for in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes, which requires the use of an asset and liability approach for financial accounting and reporting of income taxes.

	Fiscal Year Ended
	February 1,			January 31,			January 29,
	2003			2004			2005

NET SALES	$	224,329		$	191,222		$	192,358
COST OF GOODS SOLD	168,168			163,267			153,869
Gross profit	56,161			27,955			38,489
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	24,117			24,444			24,927
AMORTIZATION OF INTANGIBLE ASSETS	619			313			286
GOODWILL IMPAIRMENT	—			19,416			—
OPERATING INCOME (LOSS)	31,425			(16,218		)	13,276
INTEREST EXPENSE:
Interest on borrowings	14,165			14,431			14,723
Dividends and accretion on mandatorily redeemable preferred stock	—			—			6,904
Total interest expense	14,165			14,431			21,627

OTHER EXPENSE-NET, PRINCIPALLY AMORTIZATION OF DEBT EXPENSE	534			972			1,081

INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES	16,726			(31,621		)	(9,432		)

PROVISION (BENEFIT) FOR INCOME TAXES	6,089			(13,297		)	(803		)

NET INCOME (LOSS)	10,637			(18,324		)	(8,629		)
Less preferred stock dividends and accretion	(6,254		)	(6,091		)	—
Less Common A liquidation preference	(6,913		)	(7,805		)	(8,823		)
Add gain on purchase of preferred stock	2,780			—			—
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	250		$	(32,220	)	$	(17,452	)

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE:

Class A Common Stock	$	23.90		$	18.64		$	25.94

Class B Common Stock	$	0.06		$	(8.27	)	$	(4.48	)

Weighted average shares used in computation of basic and diluted net income (loss) per share:
Class A Common	290,000			290,000			290,000
Class B Common	3,592,000			3,604,000			3,602,000

~~Earnings~~See ~~Per~~notes ~~Share—Basic~~to ~~and~~consolidated ~~diluted~~financial ~~income (loss) per share is computed based upon the average outstanding shares of Class A and Class B common stock~~statements.

~~Significant Customers—The Company has one customer that accounted for approximately 33% of the Company's net sales for the fiscal year ended January 31, 2004.~~ F-4

RecentANVIL AccountingHOLDINGS, Pronouncements INC. AND SUBSIDIARIES

InCONSOLIDATED June 2001,STATEMENTS theOF FinancialSTOCKHOLDERS’ Accounting Standards Board ("FASB") issued SFAS No. 143, Accounting for Asset Retirement Obligations. The standard requires entities to record the fair value of a DEFICIENCY

~~F-8~~(In Thousands)

liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The standard was effective for the Company beginning February 2, 2003. The adoption of SFAS No.143 did not have a material impact on the Company's results of operations or financial position.

	Common Stock					Additional Paid-in Capital			Accumulated Deficit			Total
	Class A		Class B		Class C	Additional Paid-in Capital			Accumulated Deficit			Total

Balance at February 3, 2002	$	3	$	36	—	$	12,803		$	(81,244	)	$	(68,402	)
Preferred stock dividends									(6,125		)	(6,125		)
Accretion of preferred stock									(129		)	(129		)
Gain on Purchase of Preferred Stock									2,780			2,780
Issuance of Class B Common Stock						3						3
Net income									10,637			10,637
Balance at February 1, 2003	3		36		—	12,806			(74,081		)	(61,236		)
Preferred stock dividends									(5,976		)	(5,976		)
Accretion of preferred stock									(115		)	(115		)
Issuance of Class B Common Stock						12						12
Net (loss)									(18,324		)	(18,324		)
Balance at January 31, 2004	3		36		—	12,818			(98,496		)	(85,639		)
Repurchase of Common Stock						(5		)				(5		)
Net loss									(8,629		)	(8,629		)
Balance at January 29, 2005	$	3	$	36	—	$	12,813		$	(107,125	)	$	(94,273	)

~~In August 2001,~~See ~~the~~notes FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which is effective for all fiscal years beginning after December 15, 2001. SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Beconsolidated Disposed Of. The primary objectives of SFAS No. 144 are to develop one accounting model based on the framework established in SFAS No. 121 for long-lived assets to be disposed of by sale, and to address significant implementation issues. The Company adopted SFAS No. 144 effective February 1, 2003. The adoption of SFAS No. 144 did not have a significant impact on the financial ~~position or results of operations of the Company~~statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 rescinds and amends certain previous standards related primarily to debt and leases. The most substantive amendment requires saleF-leaseback accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. The provisions of SFAS No. 145 related to the rescission of SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, an Amendment of APB Opinion No. 30 are effective for financial statements issued for fiscal years beginning after May 15, 2002 and became effective for the Company commencing February 2, 2003. The provisions of SFAS No. 145 related to the amendment of SFAS No. 13 became effective for transactions occurring after May 15, 2002. All other provisions of SFAS No. 145 are effective for financial statements issued on or after May 15, 2002. The adoption of SFAS No. 145 did not have a material impact on the Company's results of operations or financial position. 5

~~In June 2002,~~ANVIL ~~the FASB issued SFAS No. 146~~HOLDINGS, ~~Accounting for Costs Associated with Exit or Disposal Activities which will supersede Emerging Issues Task Force Consensus No~~INC. ~~94-3,~~ ~~Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity~~AND (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. SUBSIDIARIES

In December 2002,CONSOLIDATED theSTATEMENTS FASBOF issuedCASH 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 FLOWS

~~F-9~~(In Thousands)

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.

	Fiscal Year Ended
	February 1,			January 31,			January 29,
	2003			2004			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	10,637		$	(18,324	)	$	(8,629	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of fixed assets	9,619			8,261			6,579
Amortization of other assets	1,455			1,109			1,164
Deferred income taxes	(864		)	(7,814		)	114
Goodwill impairment	—			19,416			—
Preferred dividends (interest expense) payable on redemption	—			—			6,904
Changes in operating assets and liabilities:
Accounts receivable	512			(181		)	130
Inventories	1,736			(8,911		)	2,308
Prepaid and refundable income taxes	(164		)	(4,411		)	3,073
Prepaid expenses and other current assets	(767		)	377			46
Accounts payable	6,917			(6,063		)	(1,123		)
Accrued expenses and other current liabilities	363			(2,857		)	4,705
Other non-current obligations	—			—			(458		)
Other¾net	(685		)	(53		)	(306		)
Net cash provided by (used in) operating activities	28,759			(19,451		)	14,507

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(17,435		)	(3,708		)	(4,333		)
Proceeds from sale of property and equipment	372			336			49
Net cash used in investing activities	(17,063		)	(3,372		)	(4,284		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (repayments) under revolving credit agreement	—			16,686			(6,406		)
Repayments of Term Loan	(2,345		)	(2,345		)	(586		)
Purchase of preferred stock	(11,349		)	—			—
Net cash (used in) provided by financing activities	(13,694		)	14,341			(6,992		)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,998		)	(8,482		)	3,231

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	11,931			9,933			1,451

CASH AND CASH EQUIVALENTS, END OF YEAR	$	9,933		$	1,451		$	4,682
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	14,182		$	14,431		$	14,723
Net payments (refunds) of income taxes	$	7,097		$	(1,446	)	$	(4,122	)

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Redeemable Preferred Stock Issued in Lieu of Dividends	$	1,591		—
Preferred Stock Dividends Payable in Cash and Accretion	$	4,534		$	5,976
Gain on purchase of preferred stock	$	2,780		—

~~In November 2002,~~See ~~the~~notes 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 aconsolidated 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.~~

FASB Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities, an Interpretation of APB No. 50 was issued in January 2003. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity 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 from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The adoption of FIN 46 did not have a material impact on the Company's consolidated results of operations or financial position. F-6

~~In May~~ ~~2003,~~ANVIL ~~the FASB issued SFAS No. 150~~HOLDINGS, ~~"Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity~~INC." ~~SFAS No. 150 requires that a financial instrument issued in the form of shares that is mandatorily redeemable be classified as a liability if such financial~~AND instrument embodies an unconditional obligation requiring the issuer to redeem it by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. The statement is effective for the Company beginning in the first quarter of the fiscal year ending January 29, 2005, and requires that the Company begin classifying its 13% Senior Exchangeable Preferred Stock (the "Preferred Stock") as a liability, and to classify dividends and accretion on the Preferred Stock as interest expense. Currently, the Company includes the Preferred Stock on its balance sheet between liabilities and equity and classifies the related dividends and accretion as a reduction in equity not included as an element of interest expense. Accordingly, FASB No. 150 will impact the way the Company presents the Preferred Stock and related dividends and accretion in its future consolidated statements of operations, stockholders' deficiency and balance sheets. FASB No. 150 will have 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. SUBSIDIARIES

~~F-10~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~4. INVENTORIES~~ (In Thousands, Except Share Data)

~~Inventories~~1. THE ~~consist of the following:~~ COMPANY

	February 1, 2003		January 31, 2004
Finished goods	$	29,806	$	41,982
Work-in-process		2,551		1,759
Raw materials and supplies		11,246		8,773
	$	43,603	$	52,514

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, including short and long sleeve T-shirts, sport shirts and niche products, all in a variety of styles and fabrications. These activewear products are supplemented with caps, towels, robes and bags. The Company markets and sells its products primarily to distributors, screen printers and private label brand owners, principally in the United States. The Company reports its operations in one segment in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 131, Disclosures About Segments of an Enterprise and Related Information.

52. ~~PROPERTY,~~ RECAPITALIZATION ~~PLANT~~ AND ~~EQUIPMENT—NET~~ REFINANCING

~~Property~~The ~~plant~~Company’s ~~and~~current capital ~~equipment~~structure ~~consists~~is the result of a 1997 recapitalization (the ~~following~~“Recapitalization”) pursuant to which: (i) the Company redeemed or repurchased a substantial portion of its outstanding shares of capital stock; (ii) Bruckmann, Rosser, Sherrill & Co., L.P. and certain of its employees and affiliates (collectively, “BRS”) contributed $13,063 for the purchase of new common stock; (iii) 399 Venture Partners, Inc. and certain of its employees and affiliates (collectively, “399 Venture”) and certain management investors reinvested a portion of their shares of capital stock of the Company in exchange for newly issued common stock; and (iv) 399 Venture exchanged a portion of its capital stock for Senior Exchangeable Preferred Stock and new common stock. During fiscal 2003, 399 Venture transferred its holdings in the Company to an affiliate, Court Square Capital, Ltd (“Court Square”).

	February 1, 2003			January 31, 2004
Land	$	1,430		$	1,446
Buildings and improvements		18,696			19,476
Machinery, equipment, furniture and fixtures		66,403			61,866
		86,529			82,788
Less accumulated depreciation and amortization		(48,430	)		(49,578	)
	$	38,099		$	33,210

Concurrently with the Recapitalization, the Company sold 30,000 Units consisting of (i) $30,000, 13% Senior Exchangeable Preferred Stock due 2009 and (ii) 390,000 shares of Class B common stock (the “Units Offering”). The Senior Exchangeable Preferred Stock was recorded at $27,656 representing the proceeds of $30,000, less $390 allocated to the Class B common stock and $1,954 of expenses attributable to the Units Offering. Additionally, on March 14, 1997, Anvil sold $130,000 of 10-7/8% Senior Notes due March 14, 2007 (“Senior Notes”) in connection with the Recapitalization.

~~Depreciation~~3. SUMMARY ~~expense~~OF ~~for~~SIGNIFICANT ~~the~~ACCOUNTING ~~fiscal years ended February 2, 2002, February 1, 2003, and January 31, 2004 was $7,068, $9,619 and $8,261, respectively.~~ POLICIES

6Basis of Presentation— The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“Generally Accepted Accounting Principles” or “GAAP”). ~~GOODWILL~~ Such ~~AND~~financial ~~INTANGIBLE~~statements ~~ASSETS~~ include the accounts of the Company and its wholly-owned subsidiaries, after elimination of significant intercompany accounts and transactions.

~~Effective~~Fiscal ~~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."~~ Year—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~~operations ~~goodwill.~~are ~~The~~on ~~impairment~~a ~~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~~“52/53-~~wide~~week” ~~decline~~fiscal inyear ~~selling~~ending ~~prices~~on ~~for~~ the ~~Company's basic goods. The~~Saturday ~~Company~~closest ~~believes, however, that projected cash flows would be adequate~~ to ~~cover~~January ~~the carrying value of its trademarks which continue to be amortized~~31.

F-117

~~Intangible~~Use of Estimates—The preparation of financial statements in conformity with GAAP requires Management to make certain estimates and assumptions that affect the reported amounts of assets ~~being~~and ~~amortized~~liabilities ~~consist~~and disclosure of contingent assets and liabilities at the ~~following~~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 accounts requiring the use of significant estimates include, among others: accounts receivable, inventories, various income tax accounts, intangible assets and certain reserves.

	February 1, 2003		January 31, 2004
Trademarks—net of accumulated amortization of $2,288 and $2,574	$	2,570	$	2,284
Covenant not to compete—net of accumulated amortization of $973 and $1,000		27		—
	$	2,597	$	2,284

Cash and Cash Equivalents—Cash and cash equivalents include all highly liquid investments with an original maturity of 90 days or less.

~~Amortization expense~~Fair ~~relating~~Value toof Financial Instruments—The carrying amounts of financial instruments reported in the accompanying ~~above~~consolidated ~~intangible~~balance ~~assets~~sheets ~~will~~approximate betheir ~~$286~~fair value. Considerable judgment is required in interpreting certain market data to develop estimated fair values for ~~each~~certain offinancial instruments. Accordingly, the ~~next~~estimates presented ~~five~~herein ~~fiscal~~are ~~years,~~not ~~beginning~~necessarily ~~with~~indicative of the ~~year~~amounts ~~ending~~that ~~January 29,~~the ~~2005.~~Company could realize in a current market exchange.

~~The following~~Property, ~~table~~Plant ~~presents~~and ~~the~~Equipment—Property, ~~adjusted~~plant ~~amounts~~and equipment is being depreciated for financial reporting purposes using the ~~fiscal~~straight-line ~~year~~method over ~~ended~~the ~~February~~estimated useful lives of the assets. 2, Leasehold ~~2002~~improvements ~~had~~are amortized over the ~~Company~~lesser ~~applied~~of the ~~nonamortization~~estimated useful ~~provisions~~life or the term of ~~SFAS~~the lease. ~~142~~ Depreciable ~~during~~lives ~~such fiscal~~are ~~year.~~generally as follows:

	Fiscal Year Ended
Buildings and Improvements	20-25 years
	February 2, 2002			February 1, 2003		January 31, 2004
Machinery, Equipment, Furniture and Fixtures	4-10 years
Reported net income (loss)	$	4,447		$	10,637	$	(18,324	)
Add—goodwill amortization (net of tax effect)		439			—		—
Adjusted net income (loss)	$	4,886		$	10,637	$	(18,324	)
Reported basic and diluted income per share, Class A Common Stock	$	19.34		$	23.90	$	18.64
Add—goodwill amortization (net of tax effect)		0.12			—		—
Adjusted basic and diluted income per share, Class A Common Stock	$	19.46		$	23.90	$	18.64
Reported basic and diluted income (loss) per share, Class B Common Stock	$	(1.75	)	$	0.06	$	(8.27	)
Add—goodwill amortization (net of tax effect)		0.12			—		—
Adjusted basic and diluted income (loss) per share, Class B Common Stock	$	(1.63	)	$	0.06	$	(8.27	)

~~7. ACCRUED~~Inventories—Inventories are ~~EXPENSES~~stated ~~AND~~at ~~OTHER~~the ~~CURRENT~~lower ~~LIABILITIES~~ of cost or market, with cost being determined primarily by the first-in, first-out (FIFO) method.

~~Accrued~~Intangible ~~expenses~~Assets—Intangible ~~and~~assets ~~other~~of ~~current~~the ~~liabilities~~Company as of January 29, 2005 consist of trademarks which ~~the~~are ~~following:~~being amortized over their estimated useful life of 17 years and a covenant not to compete has been fully amortized over its three year term. Goodwill (which was not being amortized) has been fully written off due to an impairment in value recorded as of January 31, 2004—see Note 6.

	February 1, 2003		January 31, 2004
Accrued wages, fringe benefits and bonuses	$	7,085	$	4,093
Accrued interest payable		5,503		5,503
Other		2,981		3,116
	$	15,569	$	12,712

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.

~~F-12~~Deferred Financing Fees—Included in other assets are deferred financing fees ($1,247 and $1,064 at January 31, 2004 and January 29, 2005, respectively) which are being amortized over the term of the applicable obligations.

8Stock Option Plan—The Company accounts for its stock option plan in accordance with Accounting Principles Board Opinion No. ~~CREDIT~~ ~~AGREEMENT~~ 25, under which no compensation cost is recognized for stock option awards. Had compensation cost been determined consistent with Statement of

Anvil's Loan and Security Agreement, as amended (the "Loan Agreement"), provides for a maximum credit facility of $50,000 consisting of a term loan (the "Term Loan") and a revolving credit facility (the "Revolving Credit Facility"). The Loan Agreement was for an original term of three years with automatic one year renewals unless contrary notice is given by either party at least 60 days prior to the expiration date. The Loan Agreement (as currently extended) expires March 11, 2005. The Term Loan was in the original 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 and property, plant and equipment of Anvil. Holdings and Cottontops guaranty amounts due under the Loan Agreement. Interest on borrowings under the Loan Agreement are at prime plus oneF-quarter percent or LIBOR plus 21/4%, at the Company's option. At January 31, 2004 there was $16,686 outstanding under the Revolving Credit Facility bearing interest at the rate of 4.25%. The weighted average interest rate on borrowings under the Loan Agreement during the years ended February 2, 2002, February 1, 2003 and January 31, 2004 was 7.3%, 4.9% and 4.3%, respectively. 8

9Financial Accounting Standards No. ~~107/8%~~ ~~SENIOR~~123, Accounting ~~NOTES~~ for Stock-Based Compensation (“SFAS 123”), the effect on the Company’s results of operations would have been immaterial.

OnRevenue ~~March 14,~~Recognition—Revenue ~~1997,~~is ~~Anvil~~recognized ~~issued~~at ~~$130,000 of 107/8% Senior Notes (~~the ~~"Senior~~time ~~Notes")~~merchandise ~~due~~is ~~March 15,~~shipped ~~2007~~ and ~~received~~title ~~proceeds of~~has ~~$126,100 net of debt discount of $3,900~~passed. Allowances ~~Interest~~for onsales ~~the~~returns ~~notes is payable semiannually on March 15~~ and ~~September 15. The Company may redeem the Senior Notes at a redemption price of 100%~~ atdiscounts ~~any~~are ~~time~~provided ~~beginning~~when ~~March 15,~~sales ~~2004.~~are recorded.

~~The~~Income Taxes—Income ~~Senior~~taxes ~~Notes~~have ~~are~~been ~~guaranteed~~accounted byfor ~~the Company and Cottontops, are senior unsecured obligations of the Company and rank senior~~ in ~~right~~accordance ~~of payment to all subordinated indebtedness of the Company and pari passu in right of payment~~ with ~~all~~SFAS ~~existing~~No. ~~and future senior indebtedness~~109, ~~including~~Accounting ~~borrowings under~~for ~~the~~Income ~~Loan~~Taxes, ~~Agreement.~~which ~~The~~requires ~~indenture relating to~~ the ~~Senior~~use ~~Notes~~of ~~contains~~an asset ~~certain~~and ~~covenants,~~liability ~~including~~approach ~~restrictions~~for onfinancial ~~additional~~accounting ~~indebtedness, certain asset sales,~~ and ~~the~~reporting ~~payment~~ of ~~dividends~~income taxes.

~~10. INCOME~~Earnings ~~TAXES~~ Per Share—Basic and diluted income (loss) per share is computed based upon the average outstanding shares of Class A and Class B common stock.

Significant Customers—The ~~provision~~Company ~~(benefit)~~has had one customer which accounted for ~~income~~approximately ~~taxes~~20%, ~~consists~~33% and 41%, respectively, of the ~~following:~~Company’s net sales for each of the three fiscal years in the period ended January 29, 2005.

			Year Ended
			February 2, 2002			February 1, 2003			January 31, 2004
Current:
	Federal		$	2,412		$	6,095		$	(5,546	)
	State and local			228			858			64
		Total current provision (benefit)		2,640			6,953			(5,482	)
Deferred:
	Federal			(213	)		(492	)		(5,784	)
	State and local			(23	)		(372	)		(2,030	)
		Total deferred (benefit) provision		(236	)		(864	)		(7,814	)
Total tax provision (benefit)			$	2,404		$	6,089		$	(13,297	)

Recent Accounting Pronouncements

FIn June 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities which will supersede Emerging Issues Task Force Consensus No. 94-133, 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.

~~The~~In November 2004, the FASB issued SFAS No. 151, Inventory ~~Company's~~Costs ~~consolidated~~which ~~pre-tax~~amends ~~income~~Accounting ~~for~~Research Bulletin No. 43, Chapter 4, “Inventory Pricing,” to clarify the ~~years~~accounting ~~ended~~for ~~February 1~~abnormal amounts of idle facility expense, ~~2003~~freight, ~~and~~handling ~~January 31~~costs, ~~2004~~and ~~includes~~wasted ~~pre~~material. This Statement requires that those items be recognized as current-~~tax~~period ~~income~~charges and requires that allocation of ~~$1,742~~fixed ~~and~~production overheads ~~$633,~~to the cost of conversion be based on the normal capacity of the ~~respectively~~production facilities. This statement is effective for fiscal years beginning after June 15, ~~attributable~~2005. toThe ~~foreign~~adoption ~~sources~~of SFAS No. 151 is not expected to have a material impact on the Company’s results of operations or financial position.

~~A reconciliation of the statutory Federal tax rate and the effective rate is as follows:~~ F-9

	Year Ended
	February 2, 2002		February 1, 2003		January 31, 2004
Federal statutory tax rate	35	%	35	%	35	%
State and local taxes—net of Federal income tax benefit	3		2		4
Foreign taxes-net and other	3		(1	)	3
Write off of deferred debt issuance costs	(6	)	—		—
	35	%	36	%	42	%

4. INVENTORIES

~~The~~Inventories ~~tax~~consist ~~effects~~ of ~~temporary~~the ~~differences that give rise to deferred tax assets and liabilities are presented below~~following:

				February 1, 2003			January 31, 2004
		January 31,			January 29,
Deferred tax assets (liabilities) relating to:
		2004			2005
	Inventories			$	974		$	1,291
Finished goods		$	41,982		$	38,807
	Reserves not currently deductible				777			1,840
Work-in-process		1,759			1,821
	Charitable contributions				—			6
Raw materials and supplies		8,773			9,578
		Total deferred tax assets			1,751			3,137
		$	52,514		$	50,206
Deferred tax assets (liabilities) relating to:
	Property, plant and equipment				(1,022	)		(1,899	)
	Goodwill and trademarks				(3,332	)		3,438
	Unremitted foreign earnings				(884	)		(1,104	)
	NOL Carryforward				—			394
	Tax credit carryforward and other				288			649
		Total deferred tax liabilities			(4,950	)		1,478
		Net deferred tax (liability) asset		$	(3,199	)	$	4,615

F5. PROPERTY, PLANT AND EQUIPMENT-14 NET

~~11. INCOME~~ Property ~~(LOSS)~~plant ~~PER~~and ~~SHARE~~ equipment consists of the following:

Net income (loss) per share as presented in the accompanying 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 (See note 14). Dividends and accretion on the Company's redeemable preferred stock (net of treasury shares) are deducted, and gains on repurchase of preferred stock (credited directly to the stockholders' deficiency) are added in arriving at income (loss) attributable to the Company's two classes of common stock. The 12.5% 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 Statement of Operations:

	January 31,			January 29,
	2004			2005

Land	$	1,446		$	1,446
Buildings and improvements	19,476			19,531
Machinery, equipment, furniture and fixtures	61,866			58,789
	82,788			79,766
Less accumulated depreciation and amortization	(49,578		)	(48,851		)
	$	33,210		$	30,915

		Year Ended
		February 2, 2002			February 1, 2003		January 31, 2004
Net (loss) income attributable to common stockholders		$	(6,778	)	$	250	$	(32,220	)
Net (loss) income per common share		$	(1.75	)	$	0.06	$	(8.27	)
Preference per Class A common share			21.09			23.84		26.91
Net income per Class A common share		$	19.34		$	23.90	$	18.64
Net (loss) income per Class B common share		$	(1.75	)	$	0.06	$	(8.27	)
Weighted average shares used in computation of basic and diluted net income (loss) per share:
	Class A Common		290,000			290,000		290,000
	Class B Common		3,590,000			3,592,000		3,604,000

Depreciation expense for the fiscal years ended February 1, 2003, January 31, 2004, and January 29, 2005 was $9,619, $8,261 and $6,579, respectively.

126. ~~EMPLOYEE~~ GOODWILL ~~SAVINGS~~ AND ~~INVESTMENT~~INTANGIBLE ~~PLAN~~ ASSETS

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 ~~has~~cease aamortizing ~~savings~~existing goodwill and ~~investment~~also ~~plan~~requires ~~under~~goodwill ~~which~~to ~~eligible~~be tested ~~employees~~for ~~may~~impairment ~~contribute~~annually upand when an event occurs indicating that it is possible an impairment exists. Previously recorded amortization had amounted to ~~16%~~$719 annually. As of ~~their~~January ~~compensation~~31, ~~subject~~2004, toManagement ~~certain~~tested existing ~~limitations.~~goodwill ~~The~~for impairment by comparing its carrying value with its fair ~~Company~~value, ~~matches~~which ~~100%~~was estimated as a multiple of ~~pre-tax~~future ~~contributions~~cash upflow. Based toon ~~the~~this ~~first~~comparison, 3%the ~~and~~Company recorded ~~50%~~an impairment of $19,416, representing the ~~next~~entire 3%carrying amount of the Company’s existing goodwill. The impairment ~~During~~resulted from an implied reduction in the ~~years~~Company’s ~~ended~~fair ~~February 2,~~value ~~2002,~~resulting from ~~February 1,~~the ~~2003~~reduced revenue and ~~January 31,~~gross margin projections caused by a continuing ~~2004,~~industry-wide decline in selling prices for the Company’s ~~made~~basic goods. The Company believes, however, that projected cash ~~contributions~~flows will be adequate to cover the ~~plan~~carrying ~~aggregating~~value ~~$783,~~of ~~$779~~its ~~and~~trademarks ~~$667,~~which continue ~~respectively.~~to be amortized.

13Intangible assets being amortized consist of trademarks having an aggregate value of $4,858, less accumulated amortization of $2,574 and $2,860 as of January 31, 2004 and January 29, 2005, respectively. ~~CAPITAL~~ Amortization ~~STRUCTURE~~ expense for these trademarks will be $286 in each future fiscal year.

~~Redeemable Preferred Stock~~ F-10

~~In connection with the Units Offering, in March 1997, the Company issued 1,200,000 shares of 13% Senior Exchangeable Preferred Stock ("Redeemable Preferred~~7. ACCRUED ~~Stock")~~EXPENSES ~~due~~AND ~~2009.~~OTHER ~~Total~~CURRENT ~~shares authorized are 2,300,000. Dividends accrue quarterly at 13% on the sum of the liquidation value ($25 per share) plus accumulated and unpaid dividends thereon.~~ LIABILITIES

~~On any~~Accrued ~~scheduled~~expenses ~~dividend~~and ~~payment~~other ~~date,~~current ~~the~~liabilities ~~Company may, at its option, but subject to certain conditions, exchange all but not less than all of the shares of Redeemable Preferred Stock~~consist then outstanding for the Company's 13% Subordinated Exchange Debentures due 2009 ("Exchange Debentures"). The Redeemable Preferred Stock or the Exchange Debentures, if issued, will be redeemable at the option of the Company, in whole or in part, at any time on or after March 15, 2002, at the redemption price of 101% of the liquidation preference or aggregate principal amount thereof (as the case may be), plus, in the case of the Redeemable Preferred Stock, an amount equal to all accumulated and unpaid dividends per share to the date of redemption, or in the case of the Exchange following:

F-15

	January 31,		January 29,
	2004		2005
Accrued wages, fringe benefits and bonuses	$	4,093	$	4,567
Accrued interest payable	5,503		5,503
Other	3,116		7,347
	$	12,712	$	17,417

~~Debentures, an amount equal to all accumulated and unpaid interest thereon to the date of redemption~~8. CREDIT On March 15, 2009, the Company is required to redeem all outstanding shares of the Redeemable Preferred Stock at an amount equal to the liquidation preference and all accumulated and unpaid dividends. The Redeemable Preferred Stock was recorded at an amount equal to the proceeds (net of discounts) less an amount attributable to the Class B Common Stock issued in Connection with the Units Offering. AGREEMENT

InAnvil’s ~~accordance~~Loan ~~with~~and ~~the~~Security ~~provisions~~Agreement, ofas ~~the~~amended ~~Company's~~on ~~Certificate~~May of20, ~~Designations~~2004 ~~relating to the 13% Senior Exchangeable Preferred Stock~~ (the ~~"Preferred~~“Loan ~~Stock"~~Agreement”), provides ~~the~~for ~~Company~~a ~~has~~maximum ~~paid~~revolving ~~stock dividends~~credit ~~aggregating~~facility ~~1,075,782~~of ~~shares (~~$2640,~~895~~000 ~~liquidation~~(the ~~value~~“Revolving Credit Facility”). The ~~This~~Loan ~~amount~~Agreement, as ~~includes~~amended, ~~all~~expires ~~dividends~~January ~~declared~~11, ~~and~~2007. The ~~paid~~original ~~through~~Loan ~~the~~Agreement ~~March 15,~~included ~~2002~~a ~~quarterly~~term ~~dividend~~loan ~~payment~~in ~~date.~~the ~~Dividends~~initial ~~subsequent~~principal toamount ~~that~~of ~~date~~$11,725, ~~are~~repayable ~~required to be paid~~ in ~~cash.~~quarterly ~~The~~principal ~~Board~~installments of $586, ~~Directors~~the last of ~~Holdings~~which ~~has~~was ~~not~~made ~~declared~~in ~~any~~April ~~quarterly~~2004. Amounts ~~dividends~~due ~~since~~under the ~~March 15,~~Loan ~~2002~~Agreement ~~dividend,~~are ~~and~~secured ~~such~~by ~~dividends~~substantially ~~have~~all ~~not~~the ~~been~~inventory, ~~paid. To date~~receivables, ~~the~~intangible ~~accrued~~and ~~dividends~~tangible ~~amount to $11~~property,~~455,~~ ~~excluding~~plant ~~dividends~~and equipment onof ~~preferred~~Anvil. Holdings ~~shares~~and Cottontops, ~~held by the Company~~Inc., ~~Under~~a ~~the~~wholly-owned ~~Certificate~~subsidiary of ~~Designations~~Anvil ~~relating~~(“Cottontops”) toguaranty amounts ~~the~~due ~~Preferred~~under ~~Stock, if~~ the ~~Company~~Loan ~~fails~~Agreement. Interest toon ~~make~~the ~~cash~~Revolving ~~dividend~~Credit ~~payments~~Facility ~~for~~is ~~four~~at ~~consecutive~~prime ~~quarters,~~plus ~~the~~one-quarter percent ~~holders~~or ofLIBOR ~~the~~plus ~~Preferred Stock~~2-1/4%, at athe ~~special~~Company’s ~~meeting~~option. At ~~held~~January ~~for that purpose~~31, ~~voting~~2004 ~~together~~and asJanuary a29, ~~class~~2005, there ~~may~~was ~~elect two~~$16,686 ~~additional~~and ~~directors~~$10,280 tooutstanding under the ~~Company's~~Revolving ~~Board~~Credit ofFacility bearing ~~Directors~~interest at 4. On25% ~~November 6,~~and ~~2003~~5.5%, arespectively. The ~~special~~weighted ~~meeting~~average ofinterest ~~the~~rate ~~holders~~on borrowings ofunder the ~~Preferred~~Loan ~~Stock~~Agreement ~~was~~during ~~held for~~ the ~~purpose~~fiscal ofyears ~~electing two~~ended ~~additional~~February ~~directors. At that meeting~~1, 2003, ~~two~~January ~~directors~~31, ~~nominated~~2004 byand ~~the~~January ~~holders~~29, of2005 ~~Preferred~~was ~~Stock~~4.9%, ~~were~~4.3% ~~elected~~and ~~to the Company's Board of Directors~~4. 7%, respectively.

~~Common~~9. 10-7/8% ~~Stock~~ SENIOR NOTES

~~The~~On March ~~Class A~~14, ~~Common~~1997, ~~Stock~~Anvil ~~accretes~~issued ~~liquidation~~$130,000 ~~preference~~of at10-7/8% Senior Notes (the ~~rate~~“Senior Notes”) ofdue ~~12.5%~~March ~~per~~15, ~~annum~~2007 and received proceeds of $126,100 ~~compounded~~net ~~quarterly~~of debt discount of $3,900. Interest ~~which~~on the notes is payable ~~prior~~semiannually toon ~~distribution~~March ~~of dividends~~15 onand ~~Common~~September ~~Stock~~15. The Company may redeem the Senior Notes at a redemption price of 100% at any time beginning March 15, 2004.

~~Holders~~The ofSenior ~~Class B~~Notes ~~Common~~are ~~Stock~~guaranteed by the Company, Cottontops and the Non-U.S. subsidiaries of Anvil and are ~~entitled~~senior tounsecured ~~one~~obligations ~~vote~~of ~~per~~the ~~share~~Company onranking senior ~~all~~in ~~matters~~right of payment to beall ~~voted~~subordinated onindebtedness byof ~~stockholders,~~the ~~while~~Company ~~holders~~and pari passu in right of ~~Class A~~payment ~~Common~~with ~~Stock~~all existing and ~~Class C~~future ~~Common~~senior ~~Stock (authorized~~indebtedness, ~~but~~including ~~unissued)~~borrowings ~~have~~under nothe ~~right~~Loan toAgreement. The ~~vote~~indenture onrelating ~~any~~to ~~matters~~the ~~except~~Senior inNotes contains ~~special~~certain ~~circumstances~~covenants, ~~such~~including asrestrictions aon ~~merger~~additional indebtedness, certain ~~consolidation~~asset sales, ~~recapitalization~~and orthe ~~reorganization~~payment of ~~the Company~~dividends.

~~14. STOCK OPTION PLAN~~ F-11

Effective January 1, 2002, the Company adopted a stock option plan (the "2002 Stock Option Plan") which authorizes the granting of options for approximately 5.0% of the outstanding Class B Common Stock on a fully diluted basis. The 2002 Stock Option Plan may be terminated by the Company at any time. The options may be granted to certain members of management and key employees and are subject to time vesting as well as vesting provisions relating to the sale or recapitalization of the Company, as defined. The exercise price of such options is the fair market value of the Common Stock as of the date of grant. Options to purchase 90,000 shares with an exercise period of ten years were granted to certain members of management and key employees on January 1, 2002 at an exercise price of $1 per share, the fair value at date of grant. All such options were outstanding at February 2, 2002. During the year ended February 1, 2003, options to purchase 10~~,000 shares were cancelled~~. INCOME During the years ended February 1, 2003 and January 31, 2004, options to purchase 2,500 shares and 12,500 shares, respectively, were exercised. At January 31, 2004 options to purchase 65,000 shares (45,000 of which were exercisable) were outstanding with an average life of approximately eight years.. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in fiscal 2002: risk-free interest rate of 5.75%; expected dividend yield of 0%; expected life of 10 years; and expected volatility of 0%. TAXES

~~F-16~~The provision (benefit) for income taxes consists of the following:

The Company accounts for its stock option plans in accordance with Accounting Principles Board Opinion No. 25, under which no compensation cost is recognized for stock option awards. Had compensation cost been determined consistent with Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS 123"), the effect on the Company's results of operations would have been immaterial.

	Fiscal Year Ended
	February 1,			January 31,			January 29,
	2003			2004			2005
Current:
Federal	$	6,095		$	(5,546	)	$	(920	)
State and local	858			64			3
Total current provision (benefit)	6,953			(5,482		)	(917		)
Deferred:
Federal	(492		)	(5,784		)	100
State and local	(372		)	(2,030		)	14
Total deferred (benefit) provision	(864		)	(7,814		)	114

Total tax provision (benefit)	$	6,089		$	(13,297	)	$	(803	)

~~15. COMMITMENTS~~The Company’s ~~AND~~consolidated ~~CONTINGENCIES~~ pre-tax results of operations for the fiscal years ended February 1, 2003, January 31, 2004 and January 29, 2005 includes pre-tax income of $1,742 and $633 and a pre-tax loss of $365, respectively, attributable to foreign sources.

~~Leases—The~~A ~~Company~~reconciliation isof ~~obligated~~the ~~under~~statutory ~~various~~Federal ~~leases~~tax ~~for~~rate ~~equipment, office space~~ and ~~distribution~~ ~~facilities~~the ~~which~~effective ~~expire~~rate atis ~~various dates through 2009. Future minimum rental commitments under noncancelable operating leases, with terms in excess of one year, are~~ as follows:

Fiscal Year Ending In:
		Fiscal Year Ended
	2005			$	2,821
		February 1,		January 31,		January 29,
	2006				2,435
		2003		2004		2005
	2007				1,440
Federal statutory tax rate		35	%	35	%	35	%
	2008				634
Dividends and accretion of preferred stock		—		—		(26	)
	Thereafter				243
State and local taxes—net of Federal income tax benefit		2		4		—
		Total		$	7,573
Foreign taxes-net and other		(1	)	3		—
Effective tax rate		36	%	42	%	9	%

~~Rental expense~~The ~~for~~tax ~~the~~effects ~~years~~of ~~ended~~temporary ~~February 2,~~differences ~~2002,~~that ~~February 1,~~give ~~2003~~rise ~~and~~to ~~January 31,~~deferred ~~2004~~tax assets ~~was $2,441, $2,818~~ and ~~$2,875,~~liabilities ~~respectively.~~are presented below:

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 financial condition, liquidity, business or results of operations of the Company.

	January 31,			January 29,
	2004			2005
Deferred tax assets relating to:
Inventories	$	1,291		$	1,486
Reserves not currently deductible	1,840			2,102
Charitable contributions	6			16
Total current deferred tax assets	3,137			3,605
Deferred tax assets (liabilities) relating to:
Property, plant and equipment	(1,899		)	(2,066		)
Goodwill and trademarks	3,438			2,858
Unremitted foreign earnings	(1,104		)	(939		)
NOL Carryforward	394			394
Tax credit carryforwards and other	2,035			2,035
Valuation allowance	(1,385		)	(1,385		)
Total non-current deferred tax assets	1,479			897

Total deferred tax assets	$	4,616		$	4,502

~~Letters~~The Company ofhas ~~Credit—At~~state ~~January 31,~~tax ~~2004~~credit carryforwards totaling $1,761 ~~the~~at ~~Company~~January ~~was~~31, ~~party~~2004 and toJanuary ~~open~~29, ~~letters~~2005, offor ~~credit~~which ina ~~the~~valuation ~~amount~~allowance of $~~901~~1,385 ~~expiring~~has been ~~through~~recorded. These ~~July 6,~~carryforwards ~~2004.~~expire on various dates through 2019.

Environmental Matters—Prior to the Acquisition, groundwater contamination was discovered at the Asheville, North Carolina facility. In 1990, Winston Mills, Inc., a subsidiary of McGregor Corporation ("McGregor"), entered into an Administrative Order on Consent ("AOC") with the North Carolina Department of Environment, Health and Natural Resources ("DEHNR") concerning such contamination. Since that time, McGregor, through Culligan International Company ("Culligan"), a former affiliate, has been conducting investigative and corrective action under DEHNR oversight and has remained responsible to DEHNR with respect to contamination that is subject to the AOC. While the total cost of the cleanup at the facility will depend upon the extent of contamination and the corrective action approved by the DEHNR, preliminary cleanup cost estimates range from $1.0 to $4.0 million. McGregor continues to be a party to the Asheville, North Carolina facility's hazardous waste permit and Culligan has guaranteed McGregor's obligations under the AOC. McGregor also contractually agreed to fully indemnify the Company with respect to the contamination as part of the terms of the acquisition of the Anvil business (the "Acquisition"). This indemnity is guaranteed by Culligan and by Astrum International Corp. (now known as Samsonite Corporation), an affiliate of McGregor, in the event Culligan is unable to perform its guarantor obligations. The Company could be held responsible for the cleanup of this contamination if McGregor, Culligan and Samsonite were all to become unable to fulfill their obligations to DEHNR. McGregor also agreed to fully indemnify the Company for any costs associated with certain other environmental matters identified at the time of the Acquisition. The Company believes that, even if McGregor were unable to fulfill its indemnification obligations, these other matters would not have a material adverse effect on the financial condition or results of operations of the Company. McGregor also agreed to indemnify the Company, subject to F-12

~~F-17~~11. INCOME (LOSS) PER SHARE

~~certain~~Net income (loss) per ~~limitations,~~share ~~with~~as ~~respect~~presented in the accompanying consolidated statements of operations is computed by dividing net income (loss) applicable to ~~environmental~~each ~~liabilities~~class ~~that~~of ~~arise~~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 ~~events~~net income ~~that~~(loss) ~~occurred~~for orall ~~conditions~~fiscal inperiods ~~existence~~through ~~prior~~January 31, 2004 to ~~the~~arrive ~~Acquisition~~at net income (loss) applicable to common stockholders. Subsequent ~~Culligan~~thereto, such dividends and accretion ~~Samsonite~~are ~~have~~classified ~~also~~as ~~guaranteed~~interest expense (see Note 13). This change in classification of preferred ~~McGregor'~~dividends has no impact on the Company’s ~~obligations~~computation ~~under~~of ~~these~~basic ~~indemnities~~and diluted net income (loss) per common share. The 12.5% 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:

16. SUMMARIZED FINANCIAL DATA OF CERTAIN SUBSIDIARIES

	Fiscal Year Ended
	February 1,		January 31,			January 29,
	2003		2004			2005

Net income (loss) attributable to common stockholders	$	250	$	(32,220	)	$	(17,452	)

Net income (loss) per common share	$	0.06	$	(8.27	)	$	(4.48	)
Preference per Class A common share	23.84		26.91			30.42
Net income per Class A common share	$	23.90	$	18.64		$	25.94

Net (loss) income per Class B common share	$	0.06	$	(8.27	)	$	(4.48	)

Weighted average shares used in computation of basic and diluted net income (loss) per share:
Class A Common	290,000		290,000			290,000
Class B Common	3,592,000		3,604,000			3,602,000

~~Holdings has no independent operations apart from its wholly-owned subsidiary, Anvil, and its sole asset is the capital stock of Anvil~~12. EMPLOYEE ~~Anvil~~SAVINGS isAND ~~Holdings'~~INVESTMENT only direct subsidiary. Holdings and Cottontops guarantee the 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. PLAN

		Holdings			Anvil			Cottontops			Non-U.S. Subsidiaries			Eliminations			Holdings and Subsidiaries Consolidated
FISCAL 2003
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
Statement of Operations Data
Net sales					$	170,379		$	17,748		$	25,650			(22,555	)	$	191,222
Cost of goods sold						144,348			17,184			24,290			(22,555	)		163,267
Gross profit						26,031			564			1,360						27,955
Operating expenses						23,329			701			727						24,757
Goodwill Impairment						19,416												19,416
Interest expense and other						15,416			(13	)								15,403
(Loss) before taxes						(32,130	)		(124	)		633						(31,621	)
(Benefit) for income taxes						(13,511	)		(52	)		266						(13,297	)
Net income					$	(18,619	)	$	(72	)	$	367					$	(18,324	)
Cash Flow Data
Cash provided (used) by operations					$	(21,796	)	$	141		$	2,204					$	(19,451	)
Investing Activities—Purchase of property, plant & equipment and other-net						(2,922	)		(54	)		(396	)					(3,372	)

The Company has a savings and investment plan under which eligible employees may contribute up to 60% of their compensation, subject to certain limitations. The Company matches 100% of pre-tax contributions up to the first 3% and 50% of the next 3%. During the fiscal years ended February 1, 2003, January 31, 2004 and January 29, 2005, the Company made cash contributions to the plan aggregating $779, $667 and $596, respectively.

~~F-18~~13. CAPITAL STRUCTURE

Financing Activities—Borrowings repayments and other-net					14,341												14,341
Intercompany financing activities					2,402			(87	)		(2,315	)					—
Increase (decrease) in cash					(7,975	)		—			(507	)					(8,482	)
Cash at beginning of period					9,101			2			830						9,933
Cash at end of period				$	1,126		$	2		$	323					$	1,451
FISCAL 2002
Balance Sheet Data
Cash and cash equivalents				$	9,101		$	2		$	830					$	9,933
Accounts receivable-net					25,397			2,412			506						28,315
Inventories					40,150			1,850			938						42,938
Other current assets					4,653			279			482						5,414
Total current assets					79,301			4,543			2,756						86,600
Property, plant & equipment-net					28,889			742			8,468						38,099
Goodwill, intangibles and other non-current assets-net					23,828						323						24,151
Investment in Anvil	$	(18,203	)										$	18,203
Investment in Cottontops					4,690									(4,690	)
Investment in Non-U.S. Subsidiaries					9,039									(9,039	)
	$	(18,203	)	$	145,747		$	5,285		$	11,547		$	4,474		$	148,850
Accounts payable				$	13,264		$	419		$	811					$	14,494
Accrued liabilities and other current liabilities					16,041			176			1,697						17,914
Long-term debt and other non-current liabilities					134,645												134,645
Redeemable preferred stock	$	43,033															43,033
Stockholders' deficiency/equity		(61,236	)		(18,203	)		4,690			9,039		$	4,474			(61,236	)
	$	(18,203	)	$	145,747		$	5,285		$	11,547		$	4,474		$	148,850

Redeemable Preferred Stock/Adoption of SFAS No. 150

~~F-19~~In connection with the Units Offering, in March 1997, the Company issued 1,200,000 shares of 13% Senior Exchangeable Preferred Stock (“Redeemable Preferred Stock”) due 2009. Total shares

Statement of Operations Data
Net sales	$	209,068		$	21,016		$	24,638		(30,393	)	$	224,329
Cost of goods sold		157,370			18,890			21,957		(30,393	)		167,824
Gross profit		51,698			2,126			2,681					56,505
Operating expenses		23,164			979			593					24,736
Interest expense and other		14,872			(175	)		346					15,043
Income before taxes		13,662			1,322			1,742					16,726
Provision for income taxes		5,017			463			609					6,089
Net income	$	8,645		$	859		$	1,133				$	10,637
Cash Flow Data
Cash provided (used) by operations	$	27,485		$	(1,868	)	$	3,142				$	28,759
Investing Activities Purchase of property, plant & equipment and other-net		(14,133	)		(599	)		(2,331	)				(17,063	)
Financing Activities Purchase of Preferred Stock and other-net		(13,694	)										(13,694	)
Intercompany financing activities		(2,105	)		2,466			(361	)				—
Increase (decrease) in cash		(2,447	)		(1	)		450					(1,998	)
Cash at beginning of period		11,548			3			380					11,931
Cash at end of period	$	9,101		$	2		$	830				$	9,933
FISCAL 2001
Statement of Operations Data
Net sales	$	191,085		$	14,424		$	18,433		(24,281	)	$	199,661
Cost of goods sold		145,223			13,347			17,770		(24,281	)		152,059
Gross profit		45,862			1,077			663					47,602
Operating expenses		23,289			1,055			514					24,858
Interest expense and other		15,323			(33	)		603					15,893
Income (loss) before taxes		7,250			55			(454	)				6,851
Provision for income taxes		2,385			19			—					2,404
Net income	$	4,865		$	36		$	(454	)			$	4,447
Cash Flow Data
Cash provided by operations	$	11,597		$	1,093		$	2,368				$	15,058
Investing Activities Purchase of property, plant & equipment and other-net		(2,366	)		(171	)		(3,231	)				(5,768	)
Financing Activities Repayment of Long-term debt and other-net		(4,197	)										(4,197	)
Intercompany financing activities		58			(921	)		863					—
Increase (decrease) in cash		5,092			1			0					5,093
Cash at beginning of period		6,456			2			380					6,838
Cash at end of period	$	11,548		$	3		$	380				$	11,931

F-13

17authorized are 2,300,000. ~~CERTAIN~~ ~~RELATIONSHIPS~~Dividends ~~AND~~accrue ~~RELATED~~quarterly ~~TRANSACTIONS~~ at 13% on the sum of the liquidation value ($25 per share) plus accumulated and unpaid dividends thereon.

~~Anvil,~~On any ~~Holdings~~scheduled ~~and~~dividend ~~Cottontops~~payment ~~have~~date, ~~entered~~the ~~into~~Company amay, ~~management~~at ~~agreement~~its ~~with~~option, ~~BRS~~but subject to certain conditions, ~~effective~~exchange asall but not less than all of the ~~Recapitalization~~shares of Redeemable Preferred Stock then outstanding for the Company’s 13% Subordinated Exchange Debentures due 2009 (“Exchange Debentures”). The Redeemable Preferred Stock or the Exchange Debentures, ~~whereby~~if ~~BRS~~issued, iswill tobe ~~provide~~redeemable ~~certain~~at ~~advisory~~the option of the ~~and~~Company, ~~consulting~~in ~~services~~whole or in ~~relation~~part, toat any time on or after March 15, 2002, at the redemption ~~affairs~~price of ~~Anvil~~101% of the liquidation preference or aggregate principal amount thereof (as the case may be), ~~Holdings~~plus, ~~and~~in ~~Cottontops~~the case of the Redeemable Preferred Stock, ~~including~~an ~~services~~amount equal to all accumulated and unpaid dividends per share to the date of redemption, or in ~~connection~~the ~~with~~case ~~strategic~~of ~~financial~~the ~~planning~~Exchange Debentures, an amount equal to all accumulated and unpaid interest thereon to the ~~selection~~date of redemption. On March 15, ~~retention~~2009, the Company is required to redeem all outstanding shares of the Redeemable Preferred Stock at an amount equal to the liquidation preference and ~~supervision~~all accumulated and unpaid dividends. The Redeemable Preferred Stock was recorded at an amount equal to the proceeds (net of ~~investment~~discounts) ~~bankers~~less oran ~~other~~amount attributable ~~financial~~to ~~advisors~~the orClass ~~consultants.~~B ~~Annual~~Common ~~fees~~Stock ~~under~~issued ~~this~~in ~~management~~Connection ~~agreement~~with ~~are~~the ~~$250~~Units Offering.

~~Anvil~~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 ~~Cottontops~~such dividends have ~~entered~~not ~~into~~been paid. To date, the accrued dividends amount to $18,380, 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 ~~management~~special ~~agreement~~meeting ~~with~~held ~~CVC~~for ~~Management~~that ~~LLC~~purpose, anvoting ~~affiliate~~together as a class, may elect two additional directors to the Company’s Board of ~~399~~Directors. On ~~Venture~~November ~~and~~6, ~~Court~~2003, ~~Square~~a ~~("CVC~~special ~~Mgmt~~meeting of the holders of the Preferred Stock was held for the purpose of electing two additional directors.") At ~~effective~~that ~~September 15~~meeting, ~~2002~~two directors, ~~whereby~~nominated ~~CVC~~by ~~Mgmt.~~the isholders toof ~~provide~~Preferred ~~certain~~Stock, ~~advisory~~were ~~and~~elected ~~consulting~~to ~~services~~the Company’s inBoard of Directors.

~~F-20~~Effective as of the beginning of the current fiscal year ended January 29, 2005, the Company adopted the provisions 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 SFAS No. 150 does not affect 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. If the provisions of SFAS No. 150 had been in effect for periods prior to the fiscal year ended January

relation to the affairs of Anvil, Holdings and Cottontops, including services in connection with strategic financial planning, and the selection, retention and supervision of investment bankers or other financial advisors or consultants. Annual fees under this management agreement are $250. F-14

~~Holdings' Articles~~29, of2005, ~~Incorporation~~the ~~provide~~Company would ~~for~~have areported ~~special~~net ~~dividend~~income ~~in the annual amount~~ of $~~250 on its Series 1-Class A Common Stock~~7,163 ~~all~~in ofthe ~~which~~fiscal ~~was~~year ~~held~~ended byFebruary 1, ~~399~~2003 ~~Venture~~and ora ~~its~~net ~~affiliates.~~loss ~~Such~~of ~~special~~$24,415 ~~dividend~~in ~~has~~the ~~been~~fiscal ~~paid~~year ~~through~~ended ~~September 14~~January 31, ~~2002~~2004. Such ~~All~~amounts ofassume ~~the~~classifying ~~holders~~dividends ~~of the Series 1-Class A Common Stock have waived the~~and ~~payment~~accretion ofon the ~~special~~Preferred ~~dividend~~Stock onas ~~and~~interest ~~after~~expense ~~September 15, 2002~~ and ~~have~~including ~~agreed~~the togain ~~vote~~on purchase ~~their shares~~ of the ~~Company's~~Preferred ~~voting~~Stock ~~stock~~($2,780 in ~~favor~~the offiscal ~~amending~~year ~~and~~ended ~~restating~~February ~~the Company's Certificate~~1, of2003) ~~Incorporation~~in ~~to effectuate~~ the ~~elimination~~Company’s results of ~~the special dividend~~operations.

~~BRS and~~The ~~Court~~Preferred ~~Square~~Stock, ~~(an~~as presented ~~affiliate~~in ~~of CVC Mgmt.) are significant stockholders of~~ the ~~Company~~accompanying ~~and~~consolidated ~~each~~balance ~~have~~sheets, ~~two~~is ~~designees~~determined ~~on the Company's Board of Directors.~~ as follows:

18. QUARTERLY FINANCIAL INFORMATION (Unaudited)

	January 31,			January 29,
	2004			2005
Preferred Stock issued and outstanding
(Liquidation value, $71,171 and $80,884)	$	71,140		$	81,139
Less—Preferred Stock in treasury
(Liquidation value, $22,027 and $25,033)	(22,016		)	(25,111		)
Preferred Stock—net
(Liquidation value, $49,144 and $55,851)	$	49,124		$	56,028

		Fiscal 2002										Fiscal 2003
		Quarter										Quarter
		First		Second		Third			Fourth			First			Second			Third			Fourth
Net sales		$	63,355	$	64,546	$	48,609		$	47,819		$	62,675		$	52,254		$	36,965		$	39,328
Gross profit			16,244		18,096		11,399			10,422			10,008			5,514			4,348			8,085
Operating profit (loss)			9,384		11,914		4,782			5,345			3,111			(564	)		(1,830	)		(16,935	)
Net income (loss)			3,379		4,901		691			1,666			(563	)		(2,651	)		(3,821	)		(11,289	)
Basic and diluted net income (loss) per share:
	Class A Common Stock	$	5.53	$	6.70	$	5.48		$	6.19		$	5.20		$	5.01		$	4.93		$	3.50
	Class B Common Stock	$	0.14	$	0.90	$	(0.54	)	$	(0.43	)	$	(0.96	)	$	(1.56	)	$	(1.88	)	$	(3.87	)

Common Stock

~~F-21~~The Class A Common Stock accretes liquidation preference at the rate of 12.5% per annum, compounded quarterly, which is payable prior to distribution of dividends on Common Stock.

~~SCHEDULE~~Holders IIof Class B Common Stock are entitled to one vote per share on ~~ANVIL~~all ~~HOLDINGS~~matters to be voted on by stockholders, ~~INC.~~ ~~AND~~while ~~SUBSIDIARIES~~holders of Class A Common ~~VALUATION~~Stock ~~AND~~and ~~QUALIFYING~~Class ~~ACCOUNTS~~ C Common Stock (authorized, but unissued) have no right to vote on any matters except in special circumstances, such as a merger, consolidation, recapitalization or reorganization of the Company.

Description	Balance at beginning of year		Charged (credited) to costs and expenses			Deductions(a)			Balance at end of year
Year ended February 2, 2002 Allowance for doubtful accounts	$	1,121	$	317		$	(328	)	$	1,110
Year ended February 1, 2003 Allowance for doubtful accounts	$	1,110	$	77		$	(35	)	$	1,152
Year ended January 31, 2004 Allowance for doubtful accounts	$	1,152	$	(10	)	$	23		$	1,165

14. STOCK OPTION PLAN

S-Effective January 1, 2002, the Company adopted a stock option plan (the “2002 Stock Option Plan”) which authorizes the granting of options for approximately 5.0% of the outstanding Class B Common Stock on a fully diluted basis. The 2002 Stock Option Plan may be terminated by the Company at any time. The options may be granted to certain members of management and key employees and are subject to time vesting as well as vesting provisions relating to the sale or recapitalization of the Company, as defined. The exercise price of such options is the fair market value of the Common Stock as of th

General

purchased from outside manufacturers. Prior to their ultimate resale to the consumer, the Company's products typically are imprinted or embroidered with logos, designs or characters. Products

TheSales Company markets its products primarily through a direct salesforce complemented by a sales support staff and the Company's marketing department. Marketing

Raw Materials Customers

3Raw Materials

None of the Company's employees is covered by a collective bargaining agreement. The Company has not experienced any work stoppages and considers its relations with its employees to be good. Employees

EnvironmentalIntellectual Matters Property

LOCATION

PRINCIPAL USE

FT.

OWNED/LEASED

Asheville, NC

Textile Facility

225,000

Owned

Dillon, SC

Distribution

660,000

Owned

Nicaragua

Cutting & Sewing

87,000

Leased(5)

Germany

Office & Distribution

14,000

Leased(2)

Item 63. Selected FinancialLegal Data Proceedings.

None.

Item 6. Selected Financial Data.

With respect to the directors of the Company, the information required by Item 107A. ofQuantitative Form 10-K appears on pages 1 through 4 of the Information Statement, and isQualitative incorporatedDisclosures hereinAbout byMarket referenceRisk.

Frank Ferramosca

50

Executive Vice President of Finance, Chief Financial Officer

23Item 11. Executive Compensation.

PursuantItem to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, Anvil Holdings, Inc. hasCertain dulyRelationships causedand thisRelated report to be signed on its behalf by the undersigned, thereunto duly authorizedTransactions.

Filing Compare · ANVIL HOLDINGS INC