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 July 31, 2004
Commission File Number 333-26999
ANVIL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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13-3801705 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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228 East 45th Street |
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10017 |
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(address of principal |
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(Zip Code) |
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Registrant’s telephone number (including area code) |
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(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 14, 2004, there were 290,000 shares of Class A Common Stock, $0.01 par value (the “Class A Common”) and 3,600,000 shares of Class B Common Stock, $0.01 par value (the “Class B Common”) of the registrant outstanding.
ANVIL HOLDINGS, INC.
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
ANVIL HOLDINGS, INC. AND SUBSIDIARIES
(In Thousands, Except Share Data)
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July 31, |
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January 31, |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
2,714 |
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$ |
1,451 |
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Accounts receivable, less allowances for doubtful accounts of $1,176 and $1,165 |
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29,398 |
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28,496 |
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Inventories |
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46,097 |
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52,514 |
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Prepaid and refundable income taxes |
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5,671 |
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5,620 |
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Deferred income taxes-current portion |
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3,137 |
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3,137 |
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Prepaid expenses and other current assets |
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2,005 |
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1,411 |
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Total current assets |
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89,022 |
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92,629 |
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PROPERTY, PLANT AND EQUIPMENT¾Net |
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31,605 |
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33,210 |
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DEFERRED INCOME TAXES |
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1,479 |
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1,479 |
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INTANGIBLE ASSETS¾Net |
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2,141 |
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2,284 |
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OTHER ASSETS |
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1,806 |
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1,738 |
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Total Assets |
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$ |
126,053 |
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$ |
131,340 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
7,159 |
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$ |
8,431 |
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Accrued expenses and other current liabilities |
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16,741 |
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12,712 |
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Revolving credit loan |
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7,924 |
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16,686 |
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Current portion of term loan |
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— |
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586 |
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Total current liabilities |
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31,824 |
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38,415 |
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10-7/8% SENIOR NOTES |
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128,980 |
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128,785 |
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OTHER LONG-TERM OBLIGATIONS |
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262 |
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655 |
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REDEEMABLE PREFERRED STOCK–Net of Treasury Holdings |
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52,416 |
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49,124 |
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Total Liabilities |
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213,482 |
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216,979 |
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STOCKHOLDERS’ DEFICIENCY: |
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Common stock |
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Class A, $.01 par value, 12.5% cumulative; authorized 500,000 shares, issued and outstanding: 290,000 shares (aggregate liquidation value, $71,686 and $67,476) |
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3 |
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3 |
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Class B, $.01 par value, authorized 7,500,000 shares; issued and outstanding: 3,600,000and 3,605,000 shares |
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36 |
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36 |
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Class C, $.01 par value; authorized 1,400,000 shares; none issued |
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— |
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— |
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Additional paid-in capital |
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12,813 |
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12,818 |
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Accumulated deficit |
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(100,281 |
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(98,496 |
) |
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Total Stockholders’ Deficiency |
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(87,429 |
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(85,639 |
) |
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Total Liabilities and Stockholder’s Deficiency |
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$ |
126,053 |
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$ |
131,340 |
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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)
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Fiscal Quarter Ended |
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Fiscal Six Months Ended |
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July 31, 2004 |
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Aug 2, 2003 |
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July 31, 2004 |
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Aug 2, 2003 |
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(Unaudited) |
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(Unaudited) |
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NET SALES |
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$ |
53,104 |
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$ |
52,254 |
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$ |
106,125 |
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$ |
114,929 |
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COST OF GOODS SOLD |
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42,549 |
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46,740 |
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82,618 |
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99,407 |
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GROSS PROFIT |
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10,555 |
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5,514 |
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23,507 |
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15,522 |
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
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5,888 |
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6,010 |
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12,782 |
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12,805 |
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AMORTIZATION OF INTANGIBLE ASSETS |
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68 |
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68 |
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143 |
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170 |
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OPERATING INCOME (LOSS) |
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4,599 |
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(564 |
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10,582 |
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2,547 |
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INTEREST EXPENSE: |
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Interest on borrowings |
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3,678 |
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3,606 |
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7,468 |
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7,212 |
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Dividends and accretion on mandatorily redeemable preferred stock |
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1,685 |
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— |
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3,292 |
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— |
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Total interest expense |
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5,363 |
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3,606 |
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10,760 |
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7,212 |
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OTHER EXPENSE – NET, PRINCIPALLY AMORTIZATION OF DEBT EXPENSE |
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302 |
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200 |
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528 |
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533 |
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