ANVIL HOLDINGS INC - 10-Q Quarterly Report

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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 October 30, 2004

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 incorporation or organization)	(I.R.S. Employer Identification No.)

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

Registrant’s telephone number (including area code)	(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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

Yes

At December 9, 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

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

	Consolidated Balance Sheets as of October 30, 2004 (Unaudited) and January 31, 2004

	Unaudited Consolidated Statements of Operations for the Fiscal Quarters and Nine Months Ended October 30, 2004 and November 1, 2003

	Unaudited Consolidated Statement of Stockholders’ Deficiency for the Fiscal Nine Months Ended October 30, 2004

	Unaudited Consolidated Statements of Cash Flows for the Fiscal Nine Months Ended October 30, 2004 and November 1, 2003

	Unaudited Condensed Notes to Consolidated Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

Item 3. Defaults upon Senior Securities

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.

ANVIL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)

	October 30, 2004			January 31, 2004*
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	5,024		$	1,451
Accounts receivable, less allowances for doubtful accounts of $1,188 and $1,165	22,587			28,496
Inventories	49,686			52,514
Prepaid and refundable income taxes	1,888			5,620
Deferred income taxes-current portion	3,137			3,137
Prepaid expenses and other current assets	1,867			1,411
Total current assets	84,189			92,629
PROPERTY, PLANT AND EQUIPMENT¾Net	31,259			33,210
DEFERRED INCOME TAXES	1,479			1,479
INTANGIBLE ASSETS¾Net	2,066			2,284
OTHER ASSETS	1,672			1,738
Total Assets	$	120,665		$	131,340

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES:
Accounts payable	$	7,058		$	8,431
Accrued expenses and other current liabilities	14,602			12,712
Revolving credit loan	6,518			16,686
Current portion of term loan	—			586
Total current liabilities	28,178			38,415
10-7/8% SENIOR NOTES	129,078			128,785
OTHER LONG-TERM OBLIGATIONS	262			655
REDEEMABLE PREFERRED STOCK – Net of Treasury Holdings	54,165			49,124
Total Liabilities	211,683			216,979
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, $73,919 and $67,476)	3			3
Class B, $.01 par value, authorized 7,500,000 shares; issued and outstanding: 3,600,000and 3,605,000 shares	36			36
Class C, $.01 par value; authorized 1,400,000 shares; none issued	—			—
Additional paid-in capital	12,813			12,818
Accumulated deficit	(103,870		)	(98,496		)
Total Stockholders’ Deficiency	(91,018		)	(85,639		)
Total Liabilities and Stockholder’s Deficiency	$	120,665		$	131,340

See unaudited condensed notes to consolidated financial statements.

*Derived from audited financial statements.

ANVIL HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Share Data)

	Fiscal Quarter Ended						Fiscal Nine Months Ended
	Oct 30, 2004			Nov 1, 2003			Oct 30, 2004			Nov 1, 2003
	(Unaudited)						(Unaudited)

NET SALES	$	41,477		$	36,965		$	147,602		$	151,894
COST OF GOODS SOLD	34,219			32,617			116,837			132,024
GROSS PROFIT	7,258			4,348			30,765			19,870
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	6,322			6,103			19,104			18,908
AMORTIZATION OF INTANGIBLE ASSETS	75			75			218			245
OPERATING INCOME (LOSS)	861			(1,830		)	11,443			717
INTEREST EXPENSE:
Interest on borrowings	3,611			3,575			11,079			10,787
Dividends and accretion on mandatorily redeemable preferred stock	1,749			—			5,041			—
Total interest expense	5,360			3,575			16,120			10,787
OTHER EXPENSE – NET, PRINCIPALLY AMORTIZATION OF DEBT EXPENSE	270			221			798			754

LOSS BEFORE BENEFIT FOR INCOME TAXES	(4,769		)	(5,626		)	(5,475		)	(10,824		)

BENEFIT FOR INCOME TAXES	(1,180		)	(1,805		)	(101		)	(3,789		)

NET LOSS	(3,589		)	(3,821		)	(5,374		)	(7,035		)

Less preferred stock dividends and accretion	—			(1,542		)	—			(4,422		)
Less Common A preference	(2,233		)	(1,976		)	(6,443		)	(5,667		)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(5,822	)	$	(7,339	)	$	(11,817	)	$	(17,124	)

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE:

Class A Common Stock	$	6.20		$	4.93		$	19.18		$	15.14

Class B Common Stock	$	(1.50	)	$	(1.88	)	$	(3.04	)	$	(4.40	)

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
Class B Common	3,600,000			3,605,000			3,603,000			3,604,000

See unaudited condensed notes to consolidated financial statements.

ANVIL HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE FISCAL NINE MONTHS ENDED OCTOBER 30, 2004

(In Thousands)

	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 1, 2004	$	3	$	36	—	$	12,818		$	(98,496	)	$	(85,639	)
Repurchase of Common Stock						(5		)				(5		)
Net loss									(5,374		)	(5,374		)
Balance at October 30, 2004	$	3	$	36	—	$	12,813		$	(103,870	)	$	(91,018	)

See unaudited condensed notes to consolidated financial statements.

ANVIL HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands, Except Share Data)

	Fiscal Nine Months Ended
	October 30, 2004			November 1, 2003
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,374	)	$	(7,035	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of fixed assets	5,105			6,292
Amortization of other assets	879			852
Preferred dividends (interest expense) payable on redemption	5,041			—
Changes in operating assets and liabilities:
Accounts receivable	5,909			6,794
Inventories	2,828			(5,026		)
Prepaid and refundable income taxes	3,732			(4,114		)
Prepaid expenses and other current assets	(456		)	394
Accounts payable	(1,373		)	(6,775		)
Accrued expenses & other liabilities	1,890			(1,265		)
Other¾net	(700		)	7
Net cash provided by (used in) operating activities	17,481			(9,876		)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(3,196		)	(3,576		)
Proceeds from disposals of property and equipment	42			291
Net cash used in investing activities	(3,154		)	(3,285		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Term Loan	(586		)	(1,759		)
(Repayments) borrowings under revolving credit agreement	(10,168		)	5,902
Net cash provided by (used in) financing activities	(10,754		)	4,143

INCREASE (DECREASE) IN CASH	3,573			(9,018		)
CASH, BEGINNING OF PERIOD	1,451			9,933
CASH, END OF PERIOD	$	5,024		$	915

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	14,613		$	14,321
Cash paid (received) for income taxes	$	(3,833	)	$	256
Preferred stock dividends payable in cash and accretion	—			$	4,422

See unaudited condensed notes to consolidated financial statements.

ANVIL HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Thousands, Except Share Data)

NOTE 1 -General

Basis of Presentation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles which are generally accepted in the United States of America (“Generally Accepted Accounting Principles” or “GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the fiscal period ended October 30, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending January 29, 2005, or any other period. The balance sheet at January 31, 2004 has been derived from the audited financial statements at that date. For further information, refer to the consolidated financial statements for the fiscal year ended January 31, 2004 included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission.

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, 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 (“SFAS”) No. 131, Disclosures About Segments of an Enterprise and Related Information.

The Company’s operations are on a “52/53-week” fiscal year ending on the Saturday closest to January 31. The accompanying consolidated financial statements include the accounts of the Company, after elimination of significant intercompany accounts and transactions.

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

NOTE 2 - Credit Agreements; Senior Exchangeable Preferred Stock, etc.

Anvil’s Loan and Security Agreement, as amended on May 20, 2004 (the “Loan Agreement”), provides for a maximum revolving credit facility of $40,000 (the “Revolving Credit Facility”). The Loan Agreement, as amended, expires January 11, 2007. The original Loan Agreement included a term loan in the initial 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,

intangible and tangible property, plant and equipment of Anvil. Holdings and Cottontops, Inc., a Delaware corporation (“Cottontops”) guarantee amounts due under the Loan Agreement. Interest on the Revolving Credit Facility is at prime plus one-quarter percent or LIBOR plus 2-1/4%, at the Company’s option. At October 30, 2004, there was $6,518 outstanding under the Revolving Credit Facility bearing interest at 5.0%, and the Company had $5,024 cash available.

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 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 such dividends have not been paid. To date, the accrued dividends amount to $14,807, 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 special meeting held for that purpose, voting together as a class, may elect two additional directors to the Company’s Board of Directors. On November 6, 2003, a special meeting of the holders of the Preferred Stock was held for the purpose of electing two additional directors. At that meeting, two directors, nominated by the holders of Preferred Stock, were elected to the Company’s Board of Directors.

NOTE 3 - Inventories

Inventories at October 30, 2004 and January 31, 2004 consisted of the following:

	October 30, 2004		January 31, 2004

Finished goods	$	40,829	$	41,982
Work-in-process	1,987		1,759
Raw materials and supplies	6,870		8,773
	$	49,686	$	52,514

NOTE 4 –Intangible 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 cease amortizing existing goodwill and also requires goodwill and other intangible assets to be tested for impairment annually and when an event occurs indicating that it is possible an impairment exists.

Intangible assets being amortized consist of trademarks having an aggregate value of $4,858, less accumulated amortization of $2,792 and $2,574 as of October 30, 2004 and January 31, 2004, respectively. Amortization expense for these trademarks will be $286 for each of the next five fiscal years, beginning with the fiscal year ending January 29, 2005.

NOTE 5 – Redeemable Preferred Stock/Adoption of SFAS No. 150

Effective as of the beginning of the current fiscal year ending 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 FASB 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. The Preferred Stock, as presented in the accompanying unaudited consolidated balance sheet, is determined as follows:

	October 30, 2004			January 31, 2004
Preferred Stock issued and outstanding (Liquidation value, $78,338 and $71,171)	$	78,442		$	71,140
Less—Preferred Stock in treasury (Liquidation value, $24,245 and $22,027)	(24,277		)	(22,016		)
Preferred Stock—net (Liquidation value, $54,093 and $49,144)	$	54,165		$	49,124

NOTE 6 – Income (Loss) per Share

Net income (loss) per share as presented in the accompanying consolidated 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. Dividends and accretion on the Company’s Preferred Stock (net of treasury shares) were deducted from net income (loss) for all fiscal periods through January 31, 2004 to arrive at net income (loss) applicable to common stockholders. Subsequent thereto, such dividends and accretion are classified as interest expense (see Note 5). This change in classification of preferred dividends has no impact on the Company’s computation of basic 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:

	Fiscal Quarter Ended						Fiscal Nine Months Ended
	Oct 30, 2004			Nov 1, 2003			Oct 30, 2004			Nov 1, 2003

Net loss attributable to common stockholders	$	(5,822	)	$	(7,339	)	$	(11,817	)	$	(17,124	)

Net loss per common share	$	(1.50	)	$	(1.88	)	$	(3.04	)	$	(4.40	)
Preference per Class A common share	7.70			6.81			22.22			19.54
Net income per Class A common share	$	6.20		$	4.93		$	19.18		$	15.14

Net loss per Class B common share	$	(1.50	)	$	(1.88	)	$	(3.04	)	$	(4.40	)

NOTE 7 - Summarized Financial Data of Certain Wholly-Owned Subsidiaries

Holdings has no independent operations apart from its wholly-owned subsidiary, Anvil, and its sole asset is the capital stock of Anvil. Anvil is Holdings’ only direct subsidiary. Holdings and Cottontops fully and unconditionally, jointly and severally guarantee the 10-7/8% Senior Notes of Anvil. In addition to Cottontops, Anvil has six 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; Annic LLC, S.A., organized in Nicaragua; 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.

FISCAL QUARTER ENDED
October 30, 2004

	Holdings			Anvil				Cottontops				Non-U.S. Subsidiaries				Elim- inations			Holdings and Subsidiaries Consolidated
Balance Sheet Data
Cash and cash equivalents				$		3,917		$	278			$	829						$	5,024
Accounts receivable-net				20,960				541				1,086							22,587
Inventories				47,877				424				1,385							49,686
Other current assets				6,579				113				200							6,892
Total current assets				79,333				1,356				3,500							84,189
Property, plant & equipment-net				25,630				913				4,716							31,259
Intangibles and other non-current assets-net				4,903								314							5,217
Investment in Anvil	$	(36,853	)													$	36,853
Investment in Cottontops				1,743												(1,743		)
Investment in Non-U.S. Subsidiaries				5,956												(5,956		)
	$	(36,853	)	$	117,565			$		2,269		$	8,530			$	29,154		$		120,665
Accounts payable				$	6,377			$		359		$	322						$	7,058
Accrued liabilities and other current liabilities				12,183				167				2,252							14,602
Revolving credit loan				6,518															6,518
Long-term debt and other non-current liabilities	$	54,165		129,340															183,505
Stockholders’ (deficiency)/ equity	(91,018		)	(36,853			)	1,743				5,956				$	29,154		(91,018			)
	$	(36,853	)	$	117,565			$		2,269		$	8,530			$	29,154		$		120,665

Statement of Operations Data
Net sales				$	39,367			$		2,419		$	5,562			$	(5,871	)	$		41,477
Cost of goods sold				32,128				2,642				5,320				(5,871		)	34,219
Gross profit (loss)				7,239				(223			)	242							7,258
Operating expenses				5,972				166				259							6,397
Interest expense and other	$	1,749		3,881															5,630
(Loss) income before taxes	(1,749		)	(2,614			)	(389			)	(17			)				(4,769			)
(Benefit) provision for income taxes	—			(1,087			)	(132			)	39							(1,180			)
Net (loss)	$	(1,749	)	$	(1,527		)	$		(257	)	$		(56	)				$		(3,589	)

FISCAL NINE MONTHS ENDED
October 30, 2004

	Holdings			Anvil			Cottontops			Non-U.S. Subsidiaries			Elim- inations			Holdings and Subsidiaries Consolidated
Statement of Operations Data
Net sales				$	132,047		$	13,737		$	17,828		$	(16,010	)	$	147,602
Cost of goods sold				102,189			13,891			16,767			(16,010		)	116,837
Gross profit (loss)				29,858			(154		)	1,061						30,765
Operating expenses				18,057			476			789						19,322
Interest expense and other	$	5,041		11,877												16,918
(Loss) income before taxes	(5,041		)	(76		)	(630		)	272						(5,475		)
(Benefit) provision for income taxes	—			(28		)	(233		)	160						(101		)
Net (loss) income	$	(5,041	)	$	(48	)	$	(397	)	$	112					$	(5,374	)

Cash Flow Data
Cash provided by operations				$	12,504		$	3,046		$	1,932					$	17,482
Investing Activities—Purchase of property, plant & equipment and other-net				(2,609		)	(379		)	(167		)				(3,155		)
Financing Activities—Borrowings and repayments under credit agreement -net				(10,754		)										(10,754		)
Intercompany financing activities				3,650			(2,391		)	(1,259		)				—
Increase in cash				2,791			276			506						3,573
Cash at beginning of period				1,126			2			323						1,451
Cash at end of period				$	3,917		$	278		$	829					$	5,024

FISCAL QUARTER ENDED
November 1, 2003

Statement of Operations Data
Net sales	$	32,427			$	3,786			$	6,304			$	(5,552	)	$	36,965
Cost of goods sold	26,795				5,157				6,217				(5,552		)	32,617
Gross profit (loss)	5,632				(1,371			)	87							4,348
Operating expenses	5,836				164				178							6,178
Interest expense and other	3,798				(2			)								3,796
(Loss) before income taxes	(4,002			)	(1,533			)	(91			)				(5,626		)
(Benefit) for income taxes	(1,166			)	(583			)	(56			)				(1,805		)
Net (loss)	$		(2,836	)	$		(950	)	$		(35	)				$	(3,821	)

FISCAL NINE MONTHS ENDED
November 1, 2003

Statement of Operations Data
Net sales	$	135,554		$	14,364		$	19,480		$	(17,504	)	$	151,894
Cost of goods sold	117,445			13,855			18,228			(17,504		)	132,024
Gross profit	18,109			509			1,252						19,870
Operating expenses	18,092			524			537						19,153
Interest expense and other	11,551			(10		)							11,541
(Loss) income before taxes	(11,534		)	(5		)	715						(10,824		)
(Benefit) provision for income taxes	(4,037		)	(2		)	250						(3,789		)
Net (loss) income	$	(7,497	)	$	(3	)	$	465					$	(7,035	)

Cash Flow Data
Cash (used in) provided by operations	$	(12,794	)	$	484		$	2,434					$	(9,876	)
Investing Activities—Purchase of property, plant & equipment and other-net	(2,652		)	(160		)	(473		)				(3,285		)
Financing Activities—Borrowings and repayments under credit agreement -net	4,143												4,143
Intercompany financing activities	2,491			(322		)	(2,169		)
(Decrease) increase in cash	(8,812		)	2			(208		)				(9,018		)
Cash at beginning of period	9,101			2			830						9,933
Cash at end of period	$	289		$	4		$	622					$	915

FISCAL YEAR ENDED
January 31, 2004

	Holdings			Anvil			Cottontops		Non-U.S. Subsidiaries		Elim- inations			Holdings and Subsidiaries Consolidated
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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies And Estimates

The Company’s significant accounting policies are more fully described in Note 3 to the consolidated financial statements, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission. 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:

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. Overall, these allowances have increased slightly in recent fiscal periods. While the actual amounts have been within the range of the Company’s estimates, there can be no assurances that this will continue in the future.

Inventories—Inventories are stated at the lower of cost or market, with cost being determined by the first-in, first-out (FIFO) method. If 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 inventory have increased significantly over the last three fiscal years. While such markdowns have been within the range of Management’s projections, the Company cannot guarantee that it will continue to experience the same level of markdowns, or that if markdowns are taken, they will be adequately representative of any future declines in selling prices.

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. Pursuant to SFAS No. 144, through October 30, 2004, there were no adjustments to the carrying amount of long-lived assets resulting from the Company’s evaluation for any periods presented in the accompanying financial statements.

Results of Operations

The Company’s results of operations are affected by numerous factors, including competition, general economic conditions, raw material costs, mix of products sold and plant utilization. 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 operation. 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 based on projected trends in the yarn market. Management is continually reviewing and adjusting the Company’s purchase commitments to take advantage of price decreases and ameliorate the impact of price increases.

The following table sets forth, for each of the periods indicated, certain consolidated statement of operations data, expressed as a percentage of net sales.

	Fiscal Quarter Ended						Fiscal Nine Months Ended
	Oct 30, 2004			Nov 1, 2003			Oct 30, 2004			Nov 1, 2003
Statement of Operations Data:
Net sales	100.0		%	100.0		%	100.0		%	100.0		%
Cost of goods sold	82.5			88.2			79.2			86.9
Gross profit	17.5			11.8			20.8			13.1
Selling, general and administrative expenses	15.2			16.5			12.9			12.5
Interest expense†	12.9			9.7			10.9			7.1
Other Data:
EBITDA (1)	$	2,691,000		$	295,000		$	16,766,000		$	7,254,000
Percentage of net sales	6.5		%	0.8		%	11.4		%	4.8		%

† Includes preferred dividends of $1,749,000 and $5,041,000 for the quarter and nine months ended October 30, 2004, respectively, as a result of adopting SFAS No. 150. The prior year’s periods do not include such dividends as interest expense. Interest expense on borrowings (excluding Preferred Stock) for the current quarter and nine months ended October 30, 2004 is 8.7% and 7.5% of net sales, respectively.

(1) EBITDA is defined as operating income plus depreciation and amortization 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. Following is the computation of EBITDA for the periods indicated.

	Fiscal Quarter Ended						Fiscal Nine Months Ended
	Oct 30, 2004			Nov 1, 2003			Oct 30, 2004			Nov 1, 2003

Net loss	$	(3,589,000	)	$	(3,821,000	)	$	(5,374,000	)	$	(7,035,000	)
Add back:
Benefit for income taxes	(1,180,000		)	(1,805,000		)	(101,000		)	(3,789,000		)
Interest expense	5,360,000			3,575,000			16,120,000			10,787,000
Other non-operating expenses (principally amortization of debt expense)	270,000			221,000			798,000			754,000
Operating income (loss)	861,000			(1,830,000		)	11,443,000			717,000
Add: Depreciation of fixed assets	1,755,000			2,050,000			5,105,000			6,292,000
Amortization of intangible assets	75,000			75,000			218,000			245,000
EBITDA	$	2,691,000		$	295,000		$	16,766,000		$	7,254,000

Quarter Ended October 30, 2004 Compared to Quarter Ended November 1, 2003

Net sales for the quarter ended October 30, 2004 amounted to $41,477,000, as compared to $36,965,000 for the comparable quarter of the preceding fiscal year, an increase of $4,512,000, or 12.2%. Total units sold were 16% greater than the preceding year’s quarter. This increase in units sold is primarily the result of more units of basic white T-shirts being sold in the most recent fiscal quarter compared to the same period of the prior year. This change in product mix created a decrease in average selling prices of approximately 3%, partially offsetting the increased unit sales.

Gross profit for the quarter ended October 30, 2004 increased $2,910,000 (66.9%), from $4,348,000 in the prior year’s fiscal quarter to $7,258,000 in the current fiscal quarter. Gross margin increased from approximately 11.8% in the prior year’s quarter to 17.5% in the current fiscal quarter. The Company’s consolidated textile operation continues to produce more efficiently, with an estimated cost reduction in the current quarter of approximately $3,000,000. In addition, the Company’s overseas cutting and sewing facilities operated with an estimated cost reduction of $1,000,000 when compared to the same quarter of the prior year. These favorable changes were partially offset by higher yarn prices and the aforementioned unfavorable change in the product mix for the current quarter.

Selling, general and administrative expenses (including distribution expense) were $6,322,000 in the current fiscal quarter compared to $6,103,000 for the same period in the prior year, an increase of $219,000. As a percentage of sales, these expenses decreased to 15.2%, from 16.5% in the prior year’s quarter. Incentive compensation for both selling and administrative personnel was $170,000 greater in the current quarter, but was offset by a decrease in advertising expenses of an equal amount. Accordingly, the increase shown for this category was the result of a net increase in several other areas of expenses within the category.

Interest expense on borrowings was $3,611,000 in the current fiscal quarter compared to $3,575,000 for the same period in the prior year. Interest rates were slightly higher in the current year’s quarter and the Company utilized more borrowings under its Revolving Credit Facility. Also, pursuant to SFAS No. 150 (see Note 5 to the financial statements), in the current fiscal year, the Company began classifying dividends and accretion on its Redeemable Preferred Stock ($1,749,000 in the current quarter) as interest expense.

Benefit for income taxes reflects a significantly lower effective tax rate than in previous fiscal periods because the aforementioned preferred dividends of $1,749,000 for the quarter ended October 30, 2004, although now classified as interest expense for accounting presentations, remain non-deductible for Federal and state tax purposes.

Nine Months Ended October 30, 2004 Compared to Nine Months Ended November 1, 2003

Net sales for the nine months ended October 30, 2004 amounted to $147,602,000, as compared to $151,894,000 for the first nine months of the prior fiscal year, a decrease of $4,292,000 or 2.8%. On a year to date basis, for the first nine months of the current fiscal year, total units sold are approximately 6.5% less than the same period of the prior year, while on the same basis, average selling prices have increased by approximately 4.0%. 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 year to date increase in average selling prices.

Gross profit for the nine months ended October 30, 2004 increased $10,895,000 (54.8%) from $19,870,000 in the prior year’s nine months to $30,765,000 in the current fiscal nine months primarily as the result of the following factors, in the approximate amounts indicated: (i) lower costs related to textile conversion, cutting and sewing efficiencies ($12,500,000) and (ii) favorable changes in selling prices ($1,600,000), partially offset by higher yarn prices ($3,400,000).

Selling, general and administrative expenses (including distribution expense) were $19,104,000 for the first nine months of the current fiscal year, compared to $18,908,000 for the same period of the prior year, an increase of $196,000. Incentive compensation for selling and administrative personnel were approximately $300,000 greater in the current year. Distribution expense was approximately $200,000 less than the prior year’s nine month period due to the reduced units shipped, and advertising expenses are approximately $200,000 higher on a year to date basis when compared to the first three fiscal quarters of the prior year.

Interest expense on borrowings was $11,079,000 in the current fiscal nine months compared to $10,787,000 for the same period in the prior year, an increase of $292,000. Interest rates were slightly higher in the current period and the Company utilized more borrowings under its Revolving Credit Facility. Also, pursuant to SFAS No. 150 (see Note 5 to the financial statements), in the current fiscal year, the Company began classifying dividends and accretion on its Redeemable Preferred Stock ($5,041,000 in the current nine months) as interest expense.

Benefit for income taxes reflects a significantly lower effective tax rate than in previous fiscal periods because the aforementioned preferred dividends of $5,041,000 for the nine months ended October 30, 2004, although now classified as interest expense for accounting presentations, remain non-deductible for Federal and state tax purposes.

Liquidity and Capital Resources

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 into one textile facility and the expansion of that facility. Management estimates that capital expenditures in the fiscal year ending January 29, 2005 will be approximately $5,000,000 (of which approximately $3,200,00 has been expended through October 30, 2004), and thereafter will aggregate approximately $6,000,000 annually. Historically, the Company’s major capital expenditures have related to the acquisition of machinery and equipment and management information systems hardware and software. The Company’s principal working capital requirements are financing accounts receivable and inventories.

Cash provided by operating activities was $17,481,000 in the current fiscal nine months, while for the same period of the prior year, the Company used $9,876,000 in its operating activities. The improvement of more than $27,000,000 is primarily the result of (i) an increase in operating earnings of nearly $11,000,000; (ii) a decrease in inventories of approximately $2,800,000 for the current nine months as compared to an increase in inventories of approximately $5,000,000 during the same period in the prior year; (iii) a net increase in income tax refunds received of $4,000,000; and (iv) other changes in working capital due primarily to timing of receipts and disbursements.

Cash used in investing activities was approximately the same ($3,200,000) in both fiscal nine month periods, representing the Company’s net investments in capital equipment.

Cash used in financing activities was $10,754,000 in the nine months ended October 30, 2004. This compares to cash provided by financing activities of $4,143,000 in the prior year’s nine month period. The Company completed repayment of its Term Loan in April 2004, and accordingly expended approximately $1,200,000 less in Term Loan payments in the current period than for the same period of the prior year. Repayments of approximately $10,200,000 were made on the Company’s revolving credit debt in the current fiscal nine months, whereas there were net borrowings of approximately $6,000,000 during the same period of the prior year.

At October 30, 2004 the Company had net working capital of $56,011,000 comprised of $5,024,000 in cash and cash equivalents, $22,587,000 of accounts receivable, $49,686,000 of inventories, $6,892,000 of other current assets, and $28,178,000 of accounts payable, accrued expenses and other current liabilities and revolving credit borrowings, .

Anvil’s Loan and Security Agreement, as amended on May 20, 2004 (the “Loan Agreement”), provides for a maximum revolving credit facility of $40,000,000 (the “Revolving Credit Facility”). The Loan Agreement, as amended, expires January 11, 2007. The original Loan

Agreement included a term loan in the initial principal amount of $11,725,000 repayable in quarterly principal installments of $586,000, the last of which was made in April 2004. Amounts due under the Loan Agreement are secured by substantially all the inventory, receivables, intangible and tangible property, plant and equipment of Anvil. Holdings and Cottontops guaranty amounts due under the Loan Agreement. Interest on the Revolving Credit Facility is at prime plus one-quarter percent or LIBOR plus 2-1/4%, at the Company’s option. At October 30, 2004, there was $6,518,000 outstanding under the Revolving Credit Facility bearing interest at 5.0%, and the Company had $5,024,000 cash available.

Holdings has no independent operations with its sole asset being the capital stock of Anvil, which stock is pledged to secure the obligations under the Loan Agreement. As a holding company, Holdings’ ability to pay cash dividends on the Senior Preferred Stock or, if issued, principal and interest on the debentures into which the Senior Preferred Stock is convertible (the “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, 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, including its obligations under the terms of the Senior Preferred Stock and, if issued, the Exchange Debentures. The Senior Note Indenture restricts, among other things, Anvil’s and certain of its 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 therein]), to incur additional indebtedness, to encumber or sell assets, to enter into transactions with affiliates, to enter into certain guarantees of indebtedness, to make certain investments, to merge or consolidate with any other entity and to transfer or lease all or substantially all of their assets. Neither the Senior Note Indenture nor the Loan Agreement restricts Anvil’s subsidiaries from declaring dividends or making other intercompany transfers to Anvil.

The Company’s ability to satisfy its debt obligations, including, in the case of Anvil, to 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 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.

Contractual Obligations and Commitments

A summary of the Company’s contractual obligations and commitments as of October 30, 2004 is as follows:

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

Long-term debt			$	130,000,000			$	130,000,000
Operating leases	$	2,821,000	4,509,000		$	243,000	7,573,000
Redeemable Preferred Stock					96,197,000		96,197,000
Total	$	2,821,000	$	134,509,000	$	96,440,000	$	233,770,000

The Company believes that, based upon current and anticipated levels of operations, funds generated from operations, together with other available sources of liquidity, including borrowings under the Loan Agreement, will be sufficient over the next twelve months for the Company to fund its normal working capital requirements and satisfy its debt service requirements.

Seasonality

The Company’s business is not significantly seasonal as it manufactures and sells a wide variety of activewear products that may be worn throughout the year.

Effect of Inflation

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

Recent Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities which superseded Emerging Issues Task Force Consensus No. 94-3, 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 currently expected to have a material impact on the Company’s results of operations or financial position.

Forward-Looking Information

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, particularly with respect to the Company’s basic white T-shirt products, which constitute a significant portion of the Company’s sales. The Company continues its efforts to mitigate the effects of this decline by exploring additional cost reduction methods and improvements in manufacturing, including alternate manufacturing sites. Such changes 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. Modifications to the Company’s historical methods of producing and acquiring fabric are being considered and less emphasis is being placed on the sale of basic white T-Shirts as a percentage of the Company’s overall business.

The Company is including the following cautionary statement in this Form 10-Q 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, strategies, future events or performance, and underlying assumptions and other statements which are other than statements 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 differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, 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:

1. Changes in 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 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company believes that its potential exposure to market and interest rate risk is not material.

Item 4. Controls and Procedures

The Company’s Chief Executive Officer (who is also the Chief Financial Officer) has evaluated the Company’s disclosure controls and procedures as of October 30, 2004 and concluded that these controls and procedures are effective.

There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to October 30, 2004.

PART II - OTHER INFORMATION

Item 3. Defaults Upon Senior Securities.

The Board of Directors of the Registrant has not declared any quarterly dividends on the Company’s 13% Senior Exchangeable Preferred Stock (the “Preferred Stock”) since the March 15, 2002 dividend, and such dividends have not been paid. To date, the accrued dividends amount to $14,807,000, excluding dividends on Preferred Stock held by the Company.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

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

(b) Reports on Form 8-K

On October 5, 2004, the Company filed Form 8-K, reporting Item 5.02 (b), Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Items 1, 2, 4 and 5 are not applicable and have been omitted.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ANVIL HOLDINGS, INC.
(Registrant)


/s/ Bernard Geller
Chief Executive Officer and Chief Financial Officer


Dated: December 9, 2004

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

Dated: December 9, 2004