SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly
Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended August 2, 2003
Commission File Number 333-26999
ANVIL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
13-3801705 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
|
|
|
|
|
228 East 45th Street |
|
10017 |
|
(address of principal |
|
(Zip Code) |
|
|
|
|
|
Registrant’s telephone number |
|
(212) 476-0300 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes o No ý
At September 11, 2003, there were 290,000 shares of Class A Common Stock, $0.01 par value (the “Class A Common”) and 3,592,500 shares of Class B Common Stock, $0.01 par value (the “Class B Common”) of the registrant outstanding.
Form 10-Q
ANVIL HOLDINGS, INC.
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ANVIL HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
|
|
|
August 2, |
|
February 1, |
|
||
|
|
|
(Unaudited) |
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
CURRENT ASSETS: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
3,950 |
|
$ |
9,933 |
|
|
Accounts receivable, less allowances for doubtful accounts of $1,137 and $1,152 |
|
27,341 |
|
28,315 |
|
||
|
Inventories |
|
41,100 |
|
42,938 |
|
||
|
Prepaid and refundable income taxes |
|
3,583 |
|
1,210 |
|
||
|
Deferred income taxes-current portion |
|
1,751 |
|
1,751 |
|
||
|
Prepaid expenses and other current assets |
|
2,569 |
|
2,453 |
|
||
|
Total current assets |
|
80,294 |
|
86,600 |
|
||
|
|
|
|
|
|
|
||
|
PROPERTY, PLANT AND EQUIPMENT—Net |
|
36,027 |
|
38,099 |
|
||
|
GOODWILL |
|
19,416 |
|
19,416 |
|
||
|
INTANGIBLE ASSETS—Net |
|
2,427 |
|
2,597 |
|
||
|
OTHER ASSETS |
|
1,931 |
|
2,138 |
|
||
|
|
|
$ |
140,095 |
|
$ |
148,850 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
CURRENT LIABILITIES: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
8,503 |
|
$ |
14,494 |
|
|
Accrued expenses and other current liabilities |
|
16,332 |
|
15,569 |
|
||
|
Revolving credit loan |
|
741 |
|
— |
|
||
|
Current portion of term loan |
|
1,759 |
|
2,345 |
|
||
|
Total current liabilities |
|
27,335 |
|
32,408 |
|
||
|
LONG-TERM PORTION OF TERM LOAN |
|
— |
|
586 |
|
||
|
10-7/8% SENIOR NOTES |
|
128,590 |
|
128,395 |
|
||
|
DEFERRED INCOME TAXES |
|
4,950 |
|
4,950 |
|
||
|
OTHER LONG-TERM OBLIGATIONS |
|
625 |
|
714 |
|
||
|
REDEEMABLE PREFERRED STOCK |
|
66,492 |
|
62,321 |
|
||
|
LESS—REDEEMABLE PREFERRED STOCK IN TREASURY |
|
(20,579 |
) |
(19,288 |
) |
||
|
REDEEMABLE PREFERRED STOCK—Net |
|
45,913 |
|
43,033 |
|
||
|
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, $63,362 and $59,671) |
|
3 |
|
3 |
|
||
|
Class B, $.01 par value, authorized 7,500,000 shares; issued and outstanding: 3,605,000 and 3,592,500 shares |
|
36 |
|
36 |
|
||
|
Class C, $.01 par value; authorized 1,400,000 shares; none issued |
|
— |
|
— |
|
||
|
Additional paid-in capital |
|
12,818 |
|
12,806 |
|
||
|
Accumulated deficit |
|
(80,175 |
) |
(74,081 |
) |
||
|
Total stockholders’ deficiency |
|
(67,318 |
) |
(61,236 |
) |
||
|
|
|
$ |
140,095 |
|
$ |
148,850 |
|
See notes to consolidated financial statements.
*Derived from audited financial statements.
3
ANVIL HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS
OF OPERATIONS
(In Thousands, Except Share Data)
|
|
|
Fiscal Quarter Ended |
|
Fiscal Six Months Ended |
|
||||||||
|
|
|
Aug 2, 2003 |
|
Aug 3, 2002 |
|
Aug 2, 2003 |
|
Aug 3, 2002 |
|
||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
NET SALES |
|
$ |
52,254 |
|
$ |
64,546 |
|
$ |
114,929 |
|
$ |
127,901 |
|
|
COST OF GOODS SOLD |
|
46,740 |
|
46,450 |
|
99,407 |
|
93,561 |
|
||||
|
GROSS PROFIT |
|
5,514 |
|
18,096 |
|
15,522 |
|
34,340 |
|
||||
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
|
6,010 |
|
6,031 |
|
12,805 |
|
12,733 |
|
||||
|
AMORTIZATION OF INTANGIBLE ASSETS |
|
68 |
|
151 |
|
170 |
|
309 |
|
||||
|
OPERATING (LOSS) INCOME |
|
(564 |
) |
11,914 |
|
2,547 |
|
21,298 |
|
||||
|
INTEREST EXPENSE |
|
3,606 |
|
3,480 |
|
7,212 |
|
7,047 |
|
||||
|
AMORTIZATION OF DEBT EXPENSE AND OTHER - NET |
|
200 |
|
263 |
|
533 |
|
411 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
(LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES |
|
(4,370 |
) |
8,171 |
|
(5,198 |
) |
13,840 |
|
||||
|
|
|
|
|
|
|
||||||||