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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

(Mark One)

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

For the fiscal year ended September 27, 2003

or

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

For the transition period from ______________________________ to ______________________________

Commission File Number 0-23161

Tropical Sportswear Int’l Corporation

Registrant’s telephone number, including area code (813) 249-4900

Securities registered pursuant to Section 12(b) of the Act:
                     None

Securities registered pursuant to Section 12 (g) of the Act:
                    Common Stock, par value $.01 per share

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. [X] Yes [   ] 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 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. [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). [X] Yes [   ] No

As of January 8, 2004 there were 11,055,042 shares of Common Stock outstanding. The aggregate market value of the Common Stock held by non-affiliates of the registrant (assuming for purposes of this calculation, without conceding, that all executive officers and directors are “affiliates”), based on the last sale price reported on the NASDAQ National Market as of January 8, 2004, was $21,273,211.

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DOCUMENTS INCORPORATED BY REFERENCE:

Certain portions of the Proxy Statement for the Annual Meeting of Shareholders of Tropical Sportswear Int’l Corporation, to be held on January 28, 2004 are incorporated by reference in Part III of this Annual Report on Form 10-K.

TROPICAL SPORTSWEAR INT’L CORPORATION

ANNUAL REPORT ON FORM 10-K

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Forward Looking Statements

Certain statements contained in this Annual Report on Form 10-K that are not purely historical may be forward- looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, beliefs, intentions, or strategies regarding the future. Forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

•		Our projected sales and earnings;
•		Cost savings from our consolidation efforts;
•		The success of new products;
•		Our product mix;
•		Potential acquisitions by us;
•		Our future financing plans;
•		Increases in sales of our Savane® brand;
•		The benefits of expanding our distribution of Savane® through new core replenishment programs;
•		Trends affecting our results of operations and financial condition; and
•		Our business’ growth, operating and financing strategies.

In some cases, you can identify forward-looking statements by terms such as “may”, “will”, “should”, “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” and similar expressions intended to identify forward-looking statements. These statements, which reflect our current views with respect to future events, are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Among the factors that could cause actual results to differ from the forward-looking statements are:

•		General economic conditions, including but not necessarily limited to recession or other cyclical effects impacting customers in the United States and abroad;
•		Failure to achieve planned cost savings associated with consolidation and reorganization;
•		Disruption in the business associated with changes in management;
•		Loss of programs or customers as a result of product delivery problems;
•		Negative effects from the continued sell off of excess inventory at discounted prices;
•		Restrictions and limitations placed on us by our debt instruments;
•		Potential negative effects of loan agreement covenant violations, should any occur;
•		Risks associated with sourcing a greater percentage of our products as full package imports;
•		The financial strength of our customers;
•		Potential negative effects from the termination of the Victorinox® license agreement and the transition of this business to Swiss Army Brands, Inc.;
•		Potential negative effects on existing customer relationships of selling the Duck Head® trademarks;
•		Potential negative effects resulting from the discontinuation of our Duck Head® retail outlet business;
•		Potential negative effects of possible class action lawsuits;
•		Potential negative effects of possible shareholder derivative demand;
•		Regulatory matters affecting us, including quotas and tariffs;
•		Removal of trade quotas applicable to countries other than Mexico or the Caribbean Basin beginning in 2005;
•		International risks including exchange rate fluctuations, trade disruptions, and political instability of foreign markets that we produce in or purchase materials from;
•		Reduction in the level of consumer spending;
•		Customer or consumer rejection or non acceptance of major product initiatives such as our Savane® MOTION MOVES WITH YOU™ pants;

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•		The availability and price of raw materials and global manufacturing costs and restrictions;
•		Continued pricing pressures on our product line;
•		The inability to successfully identify, acquire and profitably operate brands, companies and businesses;
•		Increases in costs;
•		The availability and quality of independent manufacturers;
•		Changes in fashion trends and consumer preferences;
•		The continued acceptance of our existing and new products by our major customers;
•		The success of advertising and marketing programs to support and promote our Savane® brand;
•		The continued viability of our major suppliers;
•		Our ability to continue to use existing and obtain additional licensed trademarks and tradenames, including Bill Blass® and Van Heusen®;
•		Seasonality in our business;
•		Business disruptions and costs arising from acts of terrorism or military activities around the globe; and
•		Those risks and uncertainties discussed under the heading “Risk Factors”.

All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Other factors that could cause actual results to differ from the forward-looking statements are the factors discussed in Items 1 through 3 and 7 of this report.

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PART I

Item 1. Business

General

     We are an innovator, designer, marketer and producer of high-quality branded and retailer private branded apparel products that we sell to major retailers in all levels and channels of distribution.

     Our primary product lines feature casual and dress-casual pants, shorts, denim jeans and woven and knit shirts for men, boys and women. Our products are marketed under widely recognized international and national brands, including:

Our owned brands:

•		Savane®
•		Farah®
•		Flyers™
•		The Original Khaki Co.®
•		Bay to Bay®
•		Two Pepper®
•		Royal Palm®
•		Banana Joe®
•		Authentic Chino Casuals®

Our licensed brands:

•		Bill Blass®
•		Van Heusen®

Retailer national private brands:

•     Puritan®

•     Member’s Mark®

•     George™

•     Sonoma®

•     Croft & Barrow®

•     St. John’s Bay®

•     Roundtree & Yorke®

•     Geoffrey Beene®

•     Izod®

•     Faded Glory®

•     White Stag®

     Our brand strategy provides for the distribution of our products across all major apparel retail channels including department stores, discounters and mass merchants, wholesale clubs, national chains, specialty stores and catalog retailers. Our major customers include:

•		Wal-Mart
•		Sam’s Club
•		Kohl’s
•		Dillard’s
•		J.C. Penney
•		Phillips-Van Heusen Retail Outlets
•		Federated
•		Belk
•		May Company
•		Saks
•		BJ’s
•		Mervyn’s

     We were founded in 1927. Our primary executive offices are located at 4902 West Waters Avenue, Tampa, Florida 33634-1302, and our telephone number is 813-249-4900.

Industry

     The apparel industry is large and highly fragmented. According to NPD, a retail industry research firm, the U.S. apparel industry totaled approximately $174 billion in retail sales in 2002. We believe that the apparel industry is currently characterized by the following trends:

	•		Increasing consumer demand for brands and retailer’s private brands featuring greater innovation, higher quality, new technology, better fit, increased comfort and value pricing;
	•		Increasing consumer demand for convenient, easy to shop and competitively priced apparel retailers;
	•		Consolidation of major apparel retailers;
	•		Heightened dependence by major apparel retailers on key vendors that can maximize the retailers’ return on investment, improve customer service and provide vendor managed inventory and category management programs;

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	•		Focus by major apparel retailers on national brands that meet evolving consumer needs; and
	•		Consolidation by major apparel retailers of their suppliers into core retailer-supplier partnerships.

Our Business

     Our business contains several key areas, which include the following:

     Highly Diversified Portfolio of Brands and Distribution Channels. Our product lines currently feature over 60 brands including our owned and licensed brands as well as retailer private brands. We believe that the breadth of this portfolio of brands allows us to penetrate all levels of distribution and mitigates the risk that potential negative trends in any one market segment will significantly impact our company. In addition, the positioning of our brand portfolio and retailer private brands across a broad range of price points enables us to maximize penetration of our customer base by providing them with differentiated brand programs to target consumers across all demographics.

     Continuous Innovation. Innovation is a key element of our business. We continuously work internally and collaborate with our suppliers to improve our products. We devote significant resources to researching consumer trends and preferences, developing new fabrics and product finishes and designing products to meet consumer needs.

     Product Quality. Our product quality is critical given increasing consumer demand for quality apparel products at compelling values. We apply stringent quality standards throughout our operations, from product design through the sourcing of our raw materials from the mill and the shipment of customer orders. Our quality control personnel are on-site at our suppliers’ mills and inspect raw materials prior to shipment to our cutting facility. Similarly, our quality control personnel are on-site at the facilities of our independent assembly contractors to supervise quality throughout the assembly process.

     Accelerated Production Process. We have developed and continue to refine an operating blueprint that minimizes the production cycle and reduces inventory risk. In fiscal 2002, we achieved a 27 day average production cycle for our core replenishment products. During fiscal 2003, we encountered difficulties in the consolidation of our El Paso operations, particularly related to our cutting operations, which increased our production cycle to 35 days. This caused delays in delivering products to our customers, and negatively impacted our results during fiscal 2003. These difficulties were resolved during the second half of fiscal 2003, which reduced our production cycle back to 28 days at the end of fiscal 2003.

     Efficient Operations. We achieve efficient operations through utilization of advanced technology, the integration of our systems and those of our suppliers, consolidation of operational and production processes and the employment of an experienced, well-trained work force. Our systems include integrated apparel design, materials sourcing, production planning and logistics, customer order entry, sales demand forecasting and order fulfillment, all of which are integrated with our financial reporting and human resources systems. Our systems are integrated with our suppliers’ production planning processes, enabling us to adjust the amount and composition of our raw materials.

     Customer Service and Support. We maximize customer satisfaction through our customized brand and merchandise management programs. Our programs help retailers increase their profit margins by outsourcing traditional retailer merchandising functions and reducing their inventory risk and markdowns. Through these programs, our customers are able to leverage our expertise in tracking and evaluating consumer trends and preferences and are able to consult with us on all aspects of merchandising including product design, labeling, sales strategy, point-of-sale advertising and pricing. Additionally, as retailers have increasingly focused on maximizing their return on investment and inventory turns and partnering with vendors that can assist them to achieve those objectives, we have been able to provide many of our customers with our sophisticated vendor managed inventory program in which we manage customer inventory levels by stock-keeping unit, or SKU, and replenish inventories automatically based on store level retail sell-through. As an element of our programs, we

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monitor product sell-through and assist the customer in managing its floor space and inventory portfolio by suggesting merchandise mix adjustments based on the point of sale SKU data we collect. We also provide financial support for several of our brands, including the Savane® brand, which include in-store fixtures, co-op and other advertising support. We believe that these services build brand recognition and customer loyalty as well as support for the brand by the retailer.

Growth Strategies

     Our goal is to strengthen our position as an innovator, designer, marketer and producer of high-quality branded and private branded apparel products, and to grow our margins and improve our return on invested capital. The key elements of our growth strategy include the following:

     Further Penetrate Existing and New Customers in Current and New Markets. We intend to continue leveraging our diversified portfolio of brands and merchandising programs to expand our existing customer relationships by introducing new products and programs, growing existing brands, products and programs and capitalizing on international growth opportunities with existing customers. Our key customers include many of the top retailers in the world, some of whose apparel businesses are rapidly expanding in North America and globally. With our established operations in the United Kingdom, Mexico, Canada and the South Pacific, we believe that we are positioned to capitalize on international sales opportunities. Examples of these activities include the important new programs we added under our Savane® brand with J.C. Penney, Kohl’s and Mervyn’s, and our expanding global relationship with Wal-Mart under the Farah® brand. We are actively pursuing additional new customer relationships, including selected mass merchants, deep discount retailers, vertically integrated private brand retailers, and leading direct marketers.

     Continue to Expand Product Categories. We will continue to develop and bring to market innovative products that complement our existing core product lines. In fiscal 2003, we introduced our Savane® MOTION MOVES WITH YOU™ pants. These pants provide comfort from the waist down and contain an expandable waistband, flexible fabric that moves with the body throughout the garment, and 100% shape retention throughout the garment. In fiscal 2003, we introduced a line of shirts and plan to expand distribution through many of our retail distribution channels. Additionally, we are focusing on the further development of our denim line and related programs in order to capitalize on increased consumer demand for denim. We believe that our ability to continue to offer an expanding array of products will be an important driver of future growth.

     Develop New and Innovative Products. Our focus on innovative design and fabrication features is driven by consumer demand for freshness and innovation in styling, performance and value. This focus on innovation is an important reason we continue to be a key vendor to our customers and positions us well to realize continued growth with our customers and attract new customers. While maintaining our focus on basic recurring styles, we base our designs on a careful and thorough assessment of prevailing consumer fashion and lifestyle trends to incorporate features into our products that enhance styling and performance, such as innovative new cuts, fabrics and finishes. We also work with our customers to offer innovative packaging and displays as a complement to their point-of-sale advertising.

Products

     Product Overview. We produce core lines of high quality casual and dress-casual pants, shorts, denim jeans and woven and knit shirts for men, boys and women. The following table sets forth our product sales mix expressed as a percentage of our net sales for fiscal 2003:

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     Our product line focuses on basic, recurring apparel styles with innovative design and fabrication features that address consumer preferences for styling, performance and value. We base our designs on a careful assessment of prevailing consumer fashion and lifestyle trends to incorporate features into our products that enhance styling and performance, such as innovative new cuts, fabrics and finishes. We believe that our focus on core apparel products makes our business less susceptible to fashion obsolescence and less seasonal in nature than other companies that are dependent on fashion styles. The majority of our men’s pant products are derived from production platforms, or “chassis,” each of which incorporates basic features requiring distinct manufacturing processes, such as inclusion of an elastic waistband, a jeansband or button-flap pockets. We modify our basic chassis to produce separate and distinct styles through variations in cut, fabric and finish. This process enables us to achieve production consistency and efficiencies, while also producing a wide variety of products through distinctions in color and style. In order to continue to bring newness to the market, we also introduce fashion-oriented products on a limited basis. The key fabrics that we use include 100% cotton and blends utilizing silk, Tencel®, rayon, wool, Lycra® and other micro-denier type fabrics as well as various blends of these and other fabrics. In addition, we have a core line of woven and knit shirts that are sourced entirely as full packaged imports from the Far East and the Pacific Rim.

     Design and Development. Our marketing team analyzes domestic and international trends in the apparel industry as well as industries outside of apparel, including the technology, automobile, grocery and home furnishings industries, to determine trends in styling, color, consumer preferences and lifestyle. Virtually all of our products are designed by our in-house staff utilizing a computer-aided-design, or CAD system, which enables us to produce computer simulated samples that display how a particular style will look in a given color and fabric. The use of CAD technology reduces the time and costs associated with producing actual sewn samples prior to customer approval and allows us to create custom designed products meeting the specific needs of a customer. Our product content and construction specifications require the use of matched finish thread throughout the garment, surge seaming of all pockets, rigorous attention to seam construction, color matching of all components and the generous use of fabric and a graduated rise in our pants which produce a fuller, more comfortable fit and reduce costly customer returns.

Brands

     Our product lines currently feature over 60 brands. Our products are marketed under our owned brands, including Savane®, Farah®, Flyers™, The Original Khaki Co.®, Bay to Bay®, Two Pepper®, Royal Palm®, Banana Joe® and Authentic Chino Casuals®, and our licensed national brands, including Bill Blass® and Van Heusen®, and numerous private brands owned by our key customers.

     The following table sets forth net sales by brand category for fiscal 2003:

     In June 2003, we sold our Duck Head® trademarks to Goody’s Family Clothing, Inc. Additionally, in May 2003, we transitioned our Victorinox® apparel division to Swiss Army Brands, Inc.

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     The following chart illustrates the distribution channels through which we sell our primary brands:

     The following are brief descriptions of certain of our primary brands:

     Savane®. We acquired the Savane® brand as part of our acquisition of Farah Incorporated in June 1998. Savane® historically has been positioned as a leading brand at better department stores, including Federated and May Company. In April 2002, we announced important new national programs under the Savane® brand with J.C. Penney, Kohl’s and Mervyn’s. Our Savane® branded clothing is targeted to consumers between 30 and 50 years old who value innovation and quality.

     Farah®. We also acquired the Farah® brand as part of our acquisition of Farah Incorporated in June 1998. This internationally recognized brand is exclusively distributed to Wal-Mart in the United States. We currently produce casual and dress-casual pants and shorts under this brand and anticipate expanding into shirts. This line of clothing is designed to appeal to the value shopper who is between 30 and 50 years old.

     Retail Private Brands. In addition to the owned and licensed brands in our product line, we produce products marketed under retailer private brands to customers including Wal-Mart, Sam’s Club, Kohl’s, Dillard’s, J.C. Penney, Phillips-Van Heusen, Federated, May Company, Saks, BJ’s, Goody’s, Fred Meyer and Galyan’s. Some of the better known retailer private brands for which we produce apparel are Puritan®, Member’s Mark®, George™, Sonoma®, Croft & Barrow®, St. John’s Bay®, Roundtree & Yorke®, Geoffrey Beene®, Izod®, Faded Glory® and White Stag®. Our products sold under retailer private brands generally produce lower gross margins than branded products, but also require lower selling, general and administrative expenses.

     Other Licensed Brands. An important component of the branded position of our product line feature brands that we license from third parties. Our other principal licensed brands include Bill Blass® and Van Heusen®. Licensed brands are an important part of the breadth of our portfolio of brands and our penetration of all retail distribution channels

Customers and Value-Added Services

     General. We market our products across all major apparel retail channels including department stores, discounters and mass merchants, wholesale clubs, national chains, specialty stores and catalog retailers. Sales to our five largest customers represented approximately 58.2%, 55.3% and 64.3% of net sales during fiscal 2001, 2002 and 2003, respectively. Sales to Wal-Mart accounted for approximately 15.3%, 14.7% and 20.8% during fiscal 2001, 2002 and 2003, respectively. Sales to Sam’s Club accounted for approximately 17.6%, 13.4% and 15.8% during fiscal 2001, 2002 and 2003, respectively. We also sell our products to other major retailers

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including Kohl’s, Dillard’s, J.C. Penney, Phillips-Van Heusen Retail Outlets, Federated, Belk, May Company, Saks, BJ’s, Mervyns’ and Costco.

     The following table sets forth net sales trends by distribution channel:

     Customer Service and Support. We offer our customers comprehensive brand management programs, which provide:

	•		Product design, merchandise planning and support;
	•		Value-added services, such as sales and pricing strategy, point-of-sale advertising, custom labeling and packaging design, just-in-time electronic order execution, and retail profitability analysis; and
	•		Access to advanced sales forecasting and inventory management systems and Internet order fulfillment.

     We believe that close collaboration with our customers provides our employees the opportunity to better understand the fashion, fabric and pricing strategies of the customer and leads to the generation of products that are more consistent with customer expectations. At the same time, we provide the customer the opportunity to benefit from our knowledge of designing, packaging and labeling high quality products, our consumer purchasing data and experience, our merchandise, brand and category management capabilities and knowledge in tracking and evaluating consumer trends and preferences. In addition, we offer each of our existing and prospective customers a marketing plan tailored to the customer’s market niche. Using our marketing data and industry experience, we are able to create for each customer and each product, a plan that outlines optimum volume and pricing strategies, as well as sell-through, expected markdowns and profit margins.

     Stock Replenishment Program. Accurate and timely order execution is achieved through an electronic data interchange order entry or EDI, and quick replenishment of core SKUs. Substantially all orders are placed via EDI and orders are executed utilizing fully integrated inventory management and order fulfillment technology. Our systems also enable us to track point-of-sale activity by SKU and forecast consumer demand and seasonal inventory requirements on a real-time continuous basis.

     Product Labeling and Packaging. We differentiate our products through customized labeling, point-of-sale packaging and other brand identification techniques. For some of our customers, we manage the design and production of labeling and packaging materials. Management regularly analyzes consumer product labeling and packaging and consumer targeting trends evident in other retailing formats, including the automobile, grocery and home furnishings industries. We primarily ship products directly to our customers’ retail stores in floor-ready form and offer innovative packaging and displays.

     Under our national brand programs, including Savane® and, Farah®, products are labeled at garment assembly factories. Under our private brand programs, some products are delivered to our distribution centers without customer-specific labeling and packaging, which is then added to the product only after we receive a customer’s confirmed purchase order. Under certain programs, we will apply a customer-specific label to the product during the production process.

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     Sales Force. Our products are principally sold by our experienced in-house sales and marketing associates located across the United States and internationally. We also maintain customer focused sales and marketing support teams dedicated to analyzing sales and marketing data.

Products and Sourcing

     General. Approximately 75% of our products are cut at our Tampa Florida facility and by various offshore contractors before offshore assembly and finishing in the Caribbean Basin and Mexico. We believe that the use of independent assembly contractors enables us to provide customers with high quality goods at significantly lower prices than if we operated our own assembly facilities. We also source approximately 25% of our products through the use of full-package imports from independent manufacturers located in the Pacific Rim, the Middle East and Mexico. We anticipate sourcing a greater portion of our products as full package imports.

     Purchasing. We purchase raw materials, including fabrics, thread, trim and labeling and packaging materials, from domestic and international sources based on quality, pricing and availability. Although we have no long-term agreements with any of our suppliers, we believe that generally we have the flexibility, if needed, to replace a supplier with minimal disruption to our business. We generally undertake a quality audit at our major suppliers prior to shipment to assure that quality standards are met and to avoid unnecessary delays. An additional quality audit is performed upon receipt of all raw materials. We project raw material requirements through a series of planning sessions, taking into account orders received and future projections by style and color. This data is then used to purchase the raw material components needed by production time frame in order to meet customers’ requirements.

     Cutting. We utilize advanced computerized equipment for spreading, marking and cutting fabric. Our CAD system positions all component parts of a single garment in close proximity on the same bolt of fabric to ensure color consistency. Quality audits in our cutting facility and at our contractors are performed during various stages.

     Assembly. Component parts are shipped by common carrier to independent assembly contractors, principally in the Caribbean Basin for assembly and finishing. There are no formal arrangements regarding the production of garments between us and any of our independent assembly contractors, but we believe that our relationships with our contractors are generally good. Using independent assembly contractors allows us to shift our sources of supply depending upon production and delivery requirements and cost, while at the same time reducing the need for significant capital expenditures, work-in-process inventory and a large production work force. We arrange for the assembly or production of our products primarily based on orders received. We inspect prototypes of each product before production runs are commenced. Random in-line quality control checks are performed during and after assembly before the garments leave the contractor. We currently have a team of full-time production and quality control personnel on-site in the Caribbean Basin and Mexico. During the fourth quarter of fiscal 2003, we transitioned the majority of our Mexico production to the Dominican Republic.

     Finished Goods Sourcing. We utilize over 40 factories in various countries and conduct human rights audits in each of the factories we use. All garments are produced according to our specifications and product quality is monitored at the factories. During fiscal 2003, we expanded our sourcing of complete garment packages for selected product styles.

Import Regulations

     Products imported from our source countries are subject to U.S. Customs duties at applicable Normal Trade Relations or Column 1 duty rates. These tariffs generally range between 10% and 30%, depending upon the nature of the garment (e.g., shirt, pant), its construction and its chief weight by fiber. A typical duty rate applicable to our imported men’s cotton pants is approximately 17%. In accordance with the Agreement on Textiles and Clothing of the World Trade Organization, the U.S. has entered into bilateral trade agreements with certain apparel producing countries to limit the quantity of garments that may be imported annually from each such country. These limits, or quotas, apply to a broad range of garments and are often competitive, particularly as

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applied to Asian countries, thus affecting annual sourcing patterns and prices for garments internationally. Effective January 1, 2005, the U.S., with few exceptions, is obligated to remove quotas applicable to garments from all World Trade Organization member countries, including China and certain other Asian countries. See “Risk Factors - The integration on January 1, 2005, of all textile and apparel quotas under the World Trade Organization Agreement on Textiles and Clothing could reduce the competitiveness of apparel assembled in Mexico and the Caribbean Basin under our current business model.”

     The Caribbean Basin Trade Partnership Act (“CBTPA”) became effective on October 2, 2000. CBTPA generally grants duty and quota-free access for garments cut in the United States or in the Caribbean Basin and assembled in the Caribbean Basin from United States fabric and U.S. yarn. The CBTPA legislation is effective through September 30, 2008. Prior to this legislation, most of the merchandise we sourced from these Caribbean Basin countries was admitted in the U.S. with a substantial tariff reduction under the so-called “807” program. In essence, reduction in dutiable value was equal to the value of U.S. components incorporated into these assembled goods plus southbound international freight and insurance. As a result of this legislation, American apparel companies have increasingly utilized production facilities located in the Caribbean Basin, including the Dominican Republic. We believe that the Dominican Republic offers certain competitive advantages including favorable pricing and quality production, a long-standing and relatively stable production network, and shorter transportation periods.

     We also import finished goods from Mexico under the North American Free Trade Agreement, commonly known as NAFTA. Under NAFTA, merchandise that qualifies is accorded reduced or duty-free access and is not subject to any quota.

Human Rights Policy

     We have a comprehensive human rights policy. The policy is consistent with the Worldwide Responsible Apparel Production Principles, which are endorsed by the American Apparel and Footwear Association and other Caribbean Basin apparel manufacturing associations. Our policy focuses on working conditions at the independent assembly contractors utilized by us and, among other things, prohibits under age labor and poor working conditions. Compliance with the policy is mandatory and is closely monitored in the following ways: (1) our associates or our agents routinely visit each independent contractor plant, (2) our management periodically visits independent contractor plants and (3) independent third party agencies utilized by many companies in the apparel industry performs audits periodically and certify their results to us. We will promptly discontinue production with any independent contractor that does not comply with the policy.

Management Information Systems

     We believe that advanced information processing is critical to our business. Our philosophy is to utilize modern technology where it will enhance our competitive position. Consequently, we continue to upgrade our management information systems in order to maintain better control of our inventory and to provide management with information that is current and accurate. Our management information systems provide, among other things, comprehensive order processing, production, accounting and management information for our marketing, manufacturing, importing and distribution functions. To support our flexible inventory replenishment program, we have an EDI system through which customer inventories can be tracked and orders automatically placed with us by the retailer. In addition, our systems were designed to continually add new brand programs and customer information quickly and reliably without disruption to our existing operations.

Competition

     The apparel industry is highly competitive and we compete with numerous apparel manufacturers, including brand name and private label producers, as well as retailers that have established, or may establish, internal product development and sourcing capabilities. The principal markets in which we compete are the United States, Europe, Canada, Mexico, Australia and New Zealand. Many of our competitors and potential

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competitors have greater financial, manufacturing and distribution resources than we do. We believe that we compete favorably on the basis of the quality and value of our programs and products and the long-term customer relationships we have developed. Nevertheless, any increased competition from manufacturers or retailers could result in reductions in unit sales or prices, or both, which could have a material adverse effect on our business and results of operations.

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Personnel

     At December 31, 2003, we had 1,174 associates, including 1,033 in the United States, 17 in Mexico, 97 in the United Kingdom, 19 in Australia, and eight in New Zealand. Approximately 5% of our employees are members of the Union of Needletrades Industrial and Textile Employees. The collective bargaining agreement with these employees expires in February 2006. We consider our relations with our employees to be generally good.

     We are committed to developing and maintaining a well-trained workforce. We provide or pay for continuing education annually for our employees on subjects ranging from computers to foreign languages. We are equally committed to the well-being of our employees. We offer our full-time employees and their families a comprehensive benefits package that includes a 401(k) plan and a choice of group health insurance plans. We also enjoy long-standing relationships with certain of our independent assembly contractors in the Dominican Republic and Mexico, and have contributed financial resources to improving conditions for their employees.

Trademarks and Licenses

     We hold or have applied for over 600 United States and worldwide trademark registrations covering our various brand names including Savane®, Farah®, Flyers™, The Original Khaki Co.®, Authentic Chino Casuals®, Two Pepper®, and Bay to Bay®. The word marks Savane®, Farah®, The Original Khaki Co. ®, and Bay to Bay® are registered with the United States Patent and Trademark Office. In addition, the word marks Savane®, Farah®, The Original Khaki Co.® and Bay to Bay® are registered in various countries worldwide. Pursuant to separate license agreements, we have the exclusive rights to use, (i) the Bill Blass® trademark with respect to men’s casual pants, shorts and jeans in the United States and Canada, and (ii) the Van Heusen® trademark with respect to men’s pants, jeans and shorts in the United States, Canada, and Mexico. The license agreement with respect to the Bill Blass® trademark expires in 2005 and is subject to a renewal option that would extend the expiration date through 2010. The license agreement with respect to the Van Heusen® trademark expires in 2004 and is subject to renewal options to be negotiated between the parties. In June 2003, we sold our Duck Head® trademarks to Goody’s Family Clothing, Inc. In May 2003, we transitioned our Victorinox® apparel division to Swiss Army Brands, Inc.

Seasonality

     Historically, our business has been seasonal, with higher sales and income in the second and third fiscal quarters. In addition, certain of our products, such as shorts and corduroy pants, tend to be seasonal in nature. In the event such products represent a greater percentage of our sales in the future, the seasonality of our sales may be increased.

Backlog

     In advance of the month in which units are to ship, we receive “hold for confirmation” orders from customers which are used to plan production. These orders are not commitments to purchase and are subject to change until they are confirmed. Therefore, orders that we currently have may not be indicative of future sales. This increases the difficulty in forecasting the demands of our customers.

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Item 2. Properties

     Our corporate headquarters are located in Tampa, Florida and are owned by us. We consider both our domestic and international facilities to be suitable and adequate to meet our current needs and to have sufficient production capacity for current operations. (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Factors Affecting our Business and Prospects.”). The following table reflects the general location, use and approximate size of our significant real properties:

Item 3. Legal Proceedings

     Two lawsuits seeking class action status were filed on September 16, 2003 and October 2, 2003, in the U.S. District Court for the Middle District of Florida, Tampa Division, on behalf of all persons who purchased or otherwise acquired the securities of our company during the period from April 17, 2002 through January 20, 2003 (the “Class Period”). The lawsuits name our company and certain current and former officers and directors of our company as defendants. The lawsuits make a number of allegations against the defendants, including allegations that during the Class Period, the defendants materially misled the investing public by publicly issuing false and misleading statements and omitting to disclose material facts concerning our company’s operations and performance and the retail market for its goods. We have not yet responded to either complaint, and intend to vigorously defend these lawsuits. Because these cases are in the early stages of litigation, we are unable to form a reasonable estimate of potential loss, if any, and have not established any reserves related to these cases.

     On October 30, 2003, a purported shareholder sent us a shareholder derivative demand pursuant to Florida Statute Section 607.07401 demanding, among other things, that we institute litigation against current and former officers and directors Michael Kagan, Eloy Vallina-Laguera and William Compton. The demand contends that we should attempt to recover from these officers and directors their proceeds of certain stock sales in July 2002. We have not yet responded to the demand, and no litigation has commenced yet.

     Other than the items noted above, we are not a party to any other legal proceedings other than various claims and lawsuits arising in the normal course of business. Our management does not believe that any such claims or lawsuits will have a material adverse effect on our financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

     Not applicable.

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Item 4A. Executive Officers of the Registrant

     The following table provides the names and ages of our executive officers, and the positions and offices currently held by each of them:

     Michael Kagan became a Director of our company in 1989, serving as Vice Chairman of the Board through July 2002. In August 2003, Mr. Kagan was appointed Chief Executive Officer replacing Mr. Christopher B. Munday and continues to serve as a member of our Board. He served as Chairman of the Board and as a consultant to our company from November 2002 to August 2003. He previously served as Executive Vice President, Chief Financial Officer and Secretary from November 1989 through July 2002 and as Treasurer from November 1989 to December 1997. Mr. Kagan has more than 30 years experience in the apparel industry. Prior to joining our company, Mr. Kagan served as Senior Vice President of Finance for Munsingwear, Inc. and as Executive Vice President, Chief Financial Officer and Chief Operating Officer of Flexnit Company Inc., a manufacturer of women’s intimate apparel.

     Richard J. Domino joined our company in 1988 and was appointed President in August 2003. Prior to becoming President, Mr. Domino served as our Executive Vice President and President of our Branded Division since November 1994. Mr. Domino served as Senior Vice President of Sales and Marketing from January 1994 to October 1994 and Vice President of Sales from December 1989 to December 1993. He has over 25 years experience in apparel-related sales and marketing.

     Robin J. Cohan joined our company in March 2000 as Senior Vice President of Finance and was appointed Executive Vice President, Chief Financial Officer and Treasurer in August 2003. Ms. Cohan is a C.P.A. and has over 10 years of experience as a financial executive for publicly held companies. Ms. Cohan also spent five years in public accounting with PricewaterhouseCoopers.

     Frank A. Maccarrone joined Savane International Corp. in February 1969 and served in various positions including Distribution Center Manager, Director of Customer Service, and Vice President of Advertising and Marketing. Mr. Maccarrone was appointed Executive Vice President and Chief Operating Officer of our company in June 2002. From November 1991 through April 2002, he served as a Senior Vice President in production related capacities including retail planning, production planning, purchasing and other operations related areas of Savane. Mr. Maccarrone joined Savane in February 1969 and served in various positions including Distribution Center Manager, Director of Customer Service, and Vice President of Advertising and Marketing.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Shareholder Matters

     Our common stock began trading on the NASDAQ National Market under the symbol “TSIC” on October 28, 1997. The initial public offering price of our common stock was $12.00 per share. At January 8, 2004, there were approximately 82 record holders of our common stock, and we estimate that there were approximately 2,300 beneficial holders on the same date. The following table sets forth the quarterly high and low sale prices per share of our common stock as reported by the NASDAQ National Market for the last two fiscal years.

     The transfer agent and registrar for our Common Stock is Computershare Investor Services, LLC, Chicago, Illinois.

     We have not declared or paid any cash dividends on our common stock since 1989. We currently anticipate that all of our earnings will be retained for the continued development and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. Moreover, our various existing debt facilities contain covenants expressly prohibiting the payment of any cash dividends.