10-Q 1 form10q_cwong020503.txt FORM 10-Q -- QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 28, 2002. ----------------- ( )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 333-24189 --------- GFSI, INC. (Exact name of registrant specified in its charter) Delaware 74-2810748 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 9700 Commerce Parkway Lenexa, Kansas 66219 (Address of principal executive offices) Registrant's telephone number, including area code (913) 888-0445 -------------- 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. (1) Yes (X) No ( ) (2) Yes (X) No ( ) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No (X) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, $0.01 par value per share - 1 share issued and outstanding as of February 1, 2003. GFSI, INC. AND SUBSIDIARIES Quarterly Report on Form 10-Q For the Quarter Ended December 28, 2002 INDEX Page PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12 PART II - OTHER INFORMATION 13 SIGNATURE PAGE 14 OFFICERS CERTIFICATION 15 2 GFSI, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share data)

~~September~~December 28, June 29, 2002 2002 ------------- ---------- ~~Assets~~ASSETS Current assets: Cash and cash equivalents $ 13,~~196~~739 $ 313 Accounts receivable, net 4032,~~661~~776 32,626 Inventories, net 4843,~~831~~470 45,729 ~~Deferred income taxes 905 845~~ Prepaid expenses and other current assets 1,~~323~~383 1,269 Deferred income taxes 1,195 845 ---------- ---------- Total current assets 9282,~~916~~563 80,782 Property, plant and equipment, net 1920,~~752~~263 19,671 Other assets: Deferred financing costs, net 3,~~643~~423 3,873 Other ~~761~~509 1,010 ---------- ---------- Total assets $ ~~117~~106,~~072~~758 $ 105,336 ========== ========== ~~Liabilities~~LIABILITIES ~~and~~AND ~~stockholder~~STOCKHOLDERS's ~~equity~~EQUITY (DEFICIENCY) Current liabilities: Accounts payable $ 1110,~~998~~099 $ 12,010 Accrued interest expense 14,~~246~~174 4,366 Accrued expenses 76,~~948~~292 5,983 Income taxes payable 68,~~726~~020 5,087 Current portion of long-term debt ~~183~~197 177 ---------- ---------- Total current liabilities 28,~~101~~782 27,623 Deferred income taxes ~~745~~762 699 Other long-term obligations 527 527 Long-term debt, less current portion ~~164~~152,~~851~~053 156,132 ~~Stockholder~~Stockholders's equity (deficiency): Common stock, $.01 par value, 10,000 shares authorized, one share issued and outstanding at ~~September~~December 28, 2002 and June 29, 2002 -- -- Additional paid-in capital 59,127 59,127 Accumulated deficiency (~~136~~134,~~279~~493) (138,772) ---------- ---------- Total ~~stockholder~~stockholders's ~~equity (~~deficiency) (7775,~~152~~366) (79,645) ---------- ---------- Total liabilities and ~~stockholder~~stockholders's equity (deficiency) $ ~~117~~106,~~072~~758 $ 105,336 ========== ========== See notes to consolidated financial statements.

3 GFSI, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands)

Quarter Ended ~~September~~Six ~~28,~~Months ~~September~~Ended ~~28, 2002 2001~~ --------------------------- --------------------------- ~~Cash~~December ~~flows~~28, ~~from~~December ~~operating~~28, ~~activities:~~December ~~Net income $ 2~~28,~~627~~ $December 228,~~678~~ ~~Adjustments~~2002 to2001 ~~reconcile~~2002 ~~net~~2001 ~~income~~----------- to------------ ~~net~~------------ ~~cash~~------------ ~~provided~~Net bysales ~~(used~~$ ~~in)~~54,633 ~~operating~~$ ~~activities:~~52,265 ~~Depreciation~~$ ~~780~~115,844 ~~804~~$ ~~Amortization~~106,377 ofCost ~~deferred financing costs 244 303 Amortization~~ of ~~other~~sales ~~intangibles~~34,404 ~~250~~32,820 ~~250~~73,553 ~~Deferred~~66,090 ~~income~~--------- ~~taxes~~--------- ~~(14)~~---------- ~~(62) Gain (loss) on foreign currency translation (6)~~ ---------- ~~Changes~~Gross inprofit ~~operating assets and liabilities: Accounts receivable~~20,229 ~~net (8~~19,~~035)~~445 ~~(12~~42,~~606)~~291 ~~Inventories~~40,287 ~~net~~Operating ~~(3,102)~~expenses: ~~(2,368)~~Selling ~~Prepaid expenses~~6,879 ~~other current assets and other assets (56) 157 Income taxes payable 1~~6,~~638~~022 214,~~515~~375 ~~Accounts payable~~11,950 ~~accrued~~General ~~expenses~~ and ~~other~~administrative ~~long-term~~6,844 ~~obligations~~6,504 (113,~~166)~~479 212,~~796~~909 --------- --------- ~~Net cash used in operating activities (6,840) (5,533)~~ ---------- ---------- ~~Cash~~13,723 ~~flows~~12,526 ~~from investing activities: Proceeds from sales of property~~27,854 ~~plant and equipment - 1 Purchases of property~~24,859 ~~plant and equipment (861) (775)~~ --------- --------- ~~Net cash used in investing activities (861) (774)~~ ---------- ---------- ~~Cash~~Operating ~~flows~~income ~~from~~6,506 ~~financing~~6,919 ~~activities:~~14,437 ~~Net~~15,428 ~~changes~~Other inincome ~~short-term~~(expense): ~~borrowings~~Interest ~~and~~expense ~~revolving~~(3,685) ~~credit~~(3,945) ~~agreement~~(7,309) (8,~~321~~080) 4Other,~~650~~ ~~Issuance~~net of11 ~~long-term~~(5) ~~debt~~11 ~~450~~11 --------- ~~Payments~~--------- on---------- ~~long~~-~~term~~--------- ~~debt~~ (463,674) (13,~~666~~950) ~~Cash paid for financing costs~~ (~~13) - Distributions to GFSI Holdings~~7, ~~Inc. (128~~298) (498,069) --------- --------- ~~Net cash provided by financing activities 8,584 2,935~~ ---------- ---------- ~~Net~~Income ~~change~~before inincome ~~cash~~taxes ~~and~~2,832 ~~cash~~2,969 ~~equivalents~~7,139 ~~883 (3~~7,~~372)~~359 ~~Cash~~Income ~~and~~tax ~~cash~~expense ~~equivalents~~1,106 at1,158 ~~beginning~~2,786 ~~of period 313 5~~2,~~309~~870 --------- --------- ~~Cash~~---------- ~~and~~---------- ~~cash~~Net ~~equivalents~~income ~~at end of period~~ $ 1,~~196~~726 $ 1,~~937~~811 ~~========= ========= Supplemental cash flow information: Interest paid~~ $ 64,~~499~~353 $ 64,~~592~~489 ========= ========= ~~Income taxes paid (refunded) $ 57 $ (740)~~ ========== ========== See notes to consolidated financial statements.

4 GFSI, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousand)

~~Parent~~Six ~~Subsidiary~~Months ~~Consolidating~~Ended ~~Consolidated~~December ~~Obligor~~28, ~~Guarantors~~December ~~Adjustments GFSI~~28, ~~Inc.~~2002 ~~---------~~2001 ---------- --~~-----------~~ ------------ ~~Assets~~CASH FLOWS FROM OPERATING ACTIVITIES: ~~Current~~Net ~~assets~~income $ 794,~~721~~353 $ 174,~~061~~489 $Adjustments ~~(3,866)~~to $reconcile 92net income to net cash provided by operating activities: Depreciation 1,~~916~~576 ~~Investment~~1,576 inAmortization ~~equity~~of deferred financing costs 487 549 Amortization of ~~subsidiaries~~other ~~11,214~~intangibles -500 500 (~~11,214~~Gain) -loss ~~Property~~on sale or disposal of property, plant and equipment (11) 8 Gain (loss) on foreign currency translation 7 -- Deferred income taxes (287) (81) Changes in operating assets and liabilities: Accounts receivable, net 19(150) (8,~~263~~883) ~~489~~Inventories, -net 192,~~752~~259 ~~Other~~(1,334) Prepaid expenses, other current assets 4and other assets (114) 283 Income taxes payable 2,~~401~~933 43,542 Accounts payable, accrued expenses and other long-term obligations (1,792) 4(1,~~404~~342) -------- -- ------ Net cash provided by (used in) operating activities 9,761 (693) ---- ---- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales of property, plant and equipment 14 1 Purchases of property, plant and equipment (2,172) (1,988) -------- -------- ~~Total~~Net ~~assets~~cash $used ~~114,599~~in $investing 17activities (2,~~554~~158) $ (151,~~081~~987) $-------- ~~117,072~~-------- ~~==========~~CASH ~~==========~~FLOWS ~~==========~~FROM ~~==========~~FINANCING ~~Liabilities~~ACTIVITIES: ~~and~~Net ~~stockholders'~~change ~~equity~~in ~~Current~~short ~~liabilities~~term $borrowings ~~25,823~~and $revolving ~~6,145~~credit $agreement (34,~~867~~422) ~~$ 28~~1,~~101~~200 ~~Deferred~~Cash ~~income~~paid ~~taxes~~for ~~550~~financing ~~195~~costs (37) -- ~~745~~Distributions ~~Other~~to ~~liabilities~~GFSI ~~527~~Holdings, -Inc. -(81) ~~527~~(49) ~~Long~~Issuance of long-term debt ~~164,851~~450 - - ~~164,851~~Payments ~~Stockholders'~~on ~~equity~~long-term ~~(deficiency)~~debt ~~(77,152)~~and ~~11,214~~capital lease obligations (~~11,214~~87) (771,~~152~~722) -------- -- ------ Net cash used in financing activities (4,177) (571) ---- ---- -------- Net increase (decrease) in cash and cash equivalents 3,426 (3,251) Cash and cash equivalents at beginning of period 313 5,309 -------- -------- ~~Total~~Cash ~~liabilities~~ and ~~stockholders'~~cash ~~equity~~equivalents ~~(deficiency)~~at $end ~~114,599~~of $period ~~17,554~~ $ ~~(15~~3,~~081)~~739 $ ~~117~~2,~~072~~058 ======== == ====== Supplemental cash flow information: Interest paid $ 7,013 $ 6,868 ==== ==== ======== Income taxes paid (refunded) $ 139 $ (962) ======== ======== See notes to consolidated financial statements.

5 GFSI, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) December 28, 2002 1. Basis of Presentation --------------------- The accompanying unaudited consolidated financial statements of GFSI, Inc. (the "Company") include the accounts of the Company and the accounts of its wholly owned subsidiaries, Event 1, Inc. ("Event 1"), Champion Custom Products, Inc. ("CCP") and GFSI Canada Company. All intercompany balances and transactions have been eliminated. The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statement reporting purposes. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, operations and cash flows of the Company have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year. The consolidated balance sheet information as of June 29, 2002 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended June 29, 2002 included in the Company's Annual Report on Form 10-K. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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. 2. Commitments and Contingencies ----------------------------- The Company, in the normal course of business, may be threatened with or named as a defendant in various lawsuits. It is not possible to determine the ultimate disposition of these matters, however, management is of the opinion that there are no known claims or known contingent claims that are likely to have a material adverse effect on the results of operations, financial condition or cash flows of the Company. 3. Condensed Consolidating Financial Information --------------------------------------------- The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10 "Financial statements of guarantors and issuers of guaranteed securities registered or being registered." This information is not necessarily intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with accounting principles generally accepted in the United States of America. Each of the subsidiary guarantors are 100% owned by GFSI, Inc. The subsidiary guarantees of GFSI, Inc.'s debts are full and unconditional. As of December 28, 2002 (in thousands) (unaudited):

~~Quarter ended September 28, 2002 (in thousands) (unaudited):~~ Parent Subsidiary Consolidating Consolidated Obligor Guarantors Adjustments GFSI, Inc. --------- ---------- ------------- ------------ ~~Revenues~~Assets: Current assets $ 3969,~~969~~957 $ 2116,~~420~~575 $ (~~178~~3,969) $ 6182,~~211~~563 ~~Costs~~Investment in equity of subsidiaries 13,592 -- (13,592) -- Property, plant and ~~expenses~~equipment, 36net 19,~~049~~862 17401 -- 20,~~409~~263 Other assets 4,902 2 (~~178~~972) 533,~~280~~932 ---------- ---------- ----------- ---------- ~~Operating~~Total ~~Income~~assets 3$108,~~920~~313 4$ 16,~~011~~978 -$(18,533) 7$106,~~931~~758 ~~Equity~~========= in========= ~~net~~========= ~~earnings~~========= ofLiabilities ~~subsidiaries~~and ~~2,446~~stockholders' -equity ~~(2,446)~~Current -liabilities ~~Interest~~$ ~~expense (3~~30,~~622)~~435 ($ 2),316 -$ (3,~~624~~969) $ 28,782 Deferred income taxes 664 98 --~~--------~~ 762 Other long-~~---------~~term obligations 527 --~~---------~~ --~~--------~~ ~~Income~~527 ~~before~~Long-term ~~income~~debt ~~taxes 2~~152,~~744~~053 ~~4,009~~972 (~~2,446~~972) 4152,~~307~~053 ~~Income~~Stockholders' ~~tax~~equity ~~expense~~(deficiency) ~~117~~(75,366) 113,~~563~~592 -(13,592) 1(75,~~680~~366) ---------- ---------- ----------- ---------- ~~Net~~Total ~~income~~liabilities $and 2stockholders' equity (deficiency) $108,~~627~~313 $ 216,~~446~~978 $ (218,~~446~~533) $ 2106,~~627~~758 ========== ========== =========== ==========

6 Six months ended December 28, 2002 (in thousands) (unaudited):

~~Quarter ended September 28, 2002 (in thousands) (unaudited):~~ Parent Subsidiary Consolidating Consolidated Obligor Guarantors Adjustments GFSI, Inc. --------- ---------- ------------- ------------ Net ~~cash~~sales ~~flows used in operating activities~~ $ (676,~~945)~~832 $ ~~105~~41,052 $ ~~- $~~ (62,~~840~~040) ~~Net~~$ ~~cash~~115,844 ~~flows~~Costs ~~used~~and inexpenses ~~investing~~70,299 ~~activities~~33,148 (~~833~~2,040) ~~(28) - (861) Cash flows from financing activities: Net borrowings under revolving credit agreements 8~~101,~~321~~407 - - ~~8,321 Payments on long~~-~~term debt (46)~~ - - ~~(46) Cash paid for financing costs (13)~~ - - ~~(13) Issuance of long~~-~~term debt 450~~ - - ~~450 Distributions to GFSI Holdings, Inc. (128)~~ - - ~~(128)~~ ------ --- ------ -- -------- Operating Income 6,533 7,904 --~~-------~~ ~~Net~~14,437 ~~cash~~Equity ~~provided~~in bynet ~~financing~~earnings ~~activities~~of 8subsidiaries 4,~~584~~812 -- (4,812) -- 8Interest expense (7,~~584~~285) (13) -- 7,298 --------- --------- --------- ---------- ~~Net~~Income ~~change~~before inincome ~~cash~~taxes ~~and~~4,060 ~~cash~~7,891 ~~equivalents~~(4,812) ~~806~~7,139 77Income -tax ~~883~~expense ~~Cash~~(benefit) ~~and cash equivalents at beginning of period 334~~ (21293) 3,079 -- ~~313~~2,786 --------- --------- --------- ---------- ~~Cash~~Net ~~and~~income ~~cash equivalents end of period~~ $ 14,~~140~~353 $ 564,812 $ -(4,812) $ 14,~~196~~353 ========= ========= ========= ==========

AsSix ofmonths ~~June~~ended 29December 28, 2002 (in thousands) (unaudited): Parent Subsidiary Consolidating Consolidated Obligor Guarantors Adjustments GFSI, Inc. --------- ---------- ------------- ------------ ~~Assets:~~Net ~~Current~~cash ~~assets~~flows $provided ~~70,942~~by (used in) operating activities $ 10,~~923~~637 $ (~~1,083~~876) $ 80-- $ 9,~~782~~761 ~~Investment~~Net incash ~~equity~~flows ofused ~~subsidiaries~~in ~~8,773~~investing -activities (82,~~773~~126) (32) -- ~~Property~~(2,158) ~~plant~~Cash ~~and~~flows ~~equipment,~~from ~~net~~financing ~~19,120~~activities: ~~551~~Net -borrowings ~~19,671~~under ~~Other~~revolving ~~assets~~credit agreements (4,~~881~~422) -- -- (4,422) Payments on long-term debt (287) ~~4,883~~-- -- (87) Intercompany borrowings (972) 972 -- -- Cash paid for financing costs (37) -- -- (37) Issuance of long-term debt 450 -- -- 450 Distributions to GFSI Holdings, Inc. (81) -- -- (81) --------- --------- -------- ~~Total~~---------- ~~assets~~Net $cash ~~103,716~~provided ~~$ 11,478 $~~ (~~9,858~~used) $by ~~105,336~~financing ~~=========~~activities ~~======== ========= ========== Liabilities and stockholders' equity Current liabilities $ 26~~(5,~~198~~149) $972 ~~2,510~~-- $ (14,~~085~~177) $--------- ~~27,623~~--------- ~~Deferred~~-------- ~~income~~---------- ~~taxes~~Net ~~504~~change ~~195~~in -cash ~~699~~and ~~Other~~cash ~~liabilities~~equivalents ~~527~~3,362 -64 - ~~527 Long~~-~~term~~ ~~debt 156~~3,~~132~~426 -Cash -and ~~156,132~~cash ~~Stockholders'~~equivalents ~~equity~~at ~~(deficiency)~~beginning ~~(79,645)~~of ~~8,773~~period ~~(8,773)~~334 (~~79,645~~21) -- 313 --------- --------- --------- ---------- ~~Total~~Cash ~~liabilities~~ and ~~stockholders'~~cash ~~equity~~equivalents ~~(deficiency)~~end of period $ ~~103~~3,~~716~~696 $ ~~11,478~~43 $ ~~(9,858)~~-- $ ~~105~~3,~~336~~739 ========= ========= ========= ==========

As of June 29, 2002 (in thousands) (unaudited):

~~Quarter ended September 28, 2001 (in thousands) (unaudited):~~ Parent Subsidiary Consolidating Consolidated Obligor Guarantors Adjustments GFSI, Inc. --------- ---------- ------------- ------------ ~~Revenues~~Assets: Current assets $ 4070,~~958~~942 $ 1310,~~352~~923 $ (~~198~~1,083) $ 5480,~~112~~782 ~~Costs~~Investment in equity of subsidiaries 8,773 -- (8,773) -- Property, plant and ~~expenses~~equipment, 34net 19,~~612~~120 11551 -- 19,~~189~~671 Other assets 4,881 4 (~~198~~2) 454,~~603~~883 --------- --------- ---------- --------- ~~Operating~~Total ~~Income~~assets 6$103,~~346~~716 2$ 11,~~163~~478 -$ 8(9,~~509~~858) ~~Equity~~$105,336 in========= ~~net~~========= ~~earnings~~========= of========= ~~subsidiaries~~Liabilities ~~1,318~~and -stockholders' ~~(1,318)~~equity -Current ~~Interest~~liabilities ~~expense~~$ (426,~~135)~~198 -$ -2,510 $ (41,~~135~~085) ~~Other~~$ 27,623 ~~net~~Deferred 16income -taxes -504 16195 -- 699 Other long-term obligations 527 -- ---- 527 Long-~~-------~~term debt 156,132 --~~-------~~ --~~-------~~ ~~Income~~156,132 ~~before~~Stockholders' ~~income~~equity ~~taxes~~(deficiency) 3(79,~~545~~645) 28,~~163~~773 (18,~~318~~773) 4(79,~~390~~645) ~~Income tax expense 867 845~~ - ~~1,712~~ --------- --------- --------- --------- ~~Net~~Total ~~income~~liabilities $and 2stockholders' equity (deficiency) $103,~~678~~716 $ 111,~~318~~478 $ (19,~~318~~858) $ 2105,~~678~~336 ========= ========= ========= =========

7 Six months ended December 28, 2001 (in thousands) (unaudited):

~~Quarter ended September 28, 2001 (in thousands) (unaudited):~~ Parent Subsidiary Consolidating Consolidated Obligor Guarantors Adjustments GFSI, Inc. --------- ---------- ------------- ------------ Net ~~cash~~sales ~~flows used in operating activities~~ $(5 78,~~639)~~206 $ ~~106~~30,108 $ ~~- $~~(51,~~533~~937) ~~Net~~$ ~~cash flow from investing activities: Proceeds from sales of property~~106,377 ~~plant~~Costs and ~~equipment~~expenses 167,994 ~~- - 1 Purchase of property~~24,892 ~~plant and equipment~~ (~~591~~1,937) ~~(184)~~90,949 - ~~(775)~~ -------- --------- --------- -------- ~~Net cash flows used in investing activities $ (590) (184)~~ -- ~~(774)~~Operating ~~--------~~Income ~~---------~~10,212 ~~--------~~5,216 --~~------~~ ~~Cash~~15,428 ~~flows~~Equity ~~from~~in ~~financing~~net ~~activities:~~earnings ~~Net~~of ~~borrowings~~subsidiaries ~~under revolving credit agreement 4~~3,~~650~~181 - - ~~4,650 Payments on long-term debt~~ (13,~~666~~181) - - ~~(1,666)~~Interest ~~Distributions~~expense ~~to GFSI Holdings, Inc.~~ (498,069) -- -- (498,069) -------- -~~--------~~ -------- -~~-------~~ ~~Net cash flows provided by financing activities $ 2,935~~ - - ~~$ 2,935~~ -------- --------- --~~------~~ ~~--------~~Income ~~Net~~before ~~change~~income intaxes ~~cash~~5,324 ~~and~~5,216 ~~cash equivalents~~ (3,~~294~~181) ~~(78) - (3~~7,~~372)~~359 ~~Cash~~Income ~~and~~tax ~~cash~~expense ~~equivalents~~835 ~~at beginning of period 5~~2,~~263~~035 46 -- 52,~~309~~870 --------- --------- --------- ---------- ~~Cash~~Net ~~and~~income ~~cash~~$ ~~equivalents~~4,489 ~~end of period~~ $ 13,~~969~~181 $ (323,181) $ ~~- $ 1~~4,~~937~~489 ========= ========= ========= ==========

Six months ended December 28, 2001 (in thousands) (unaudited):

4. Reclassifications ----------------- Certain reclassifications have been made to the fiscal 2002 consolidated and condensed consolidating financial statements to conform to the fiscal 2003 presentation. 5. Subsequent Event ---------------- On December 31, 2002 the Company completed the private placement of $9.9 million of unregistered 9.625% senior subordinated notes ("Exchange Notes") in exchange for $24 million aggregate principal amount at maturity of GFSI Holdings, Inc. 11.375% Senior Discount Notes (the "Holdings Discount Notes") with an accreted book value of $19.9 million. The acquisition of the Holdings Discount Notes by the Company is considered an early extinguishment of Holdings' debt, and accordingly, Holdings will record a pre-tax gain on the transaction of approximately $9.6 million, net of related costs, in the third quarter of fiscal 2003. The Exchange Notes are unsecured obligations of the Company, mature on March 1, 2007, pay interest semi-annually on March 1 and September 1, and were issued under an indenture with substantially identical terms as the indenture governing the $125 million aggregate principal amount at maturity of GFSI, Inc. Senior Subordinated Notes issued on February 27, 1997. The Exchange Notes were guaranteed by each of the Company's wholly-owned subsidiaries (Event One, CCP and GFSI Canada Company). The Exchange Notes were issued to an "accredited investor" and were exempt from registration under Rule 144 of the Securities Act of 1933. The Company intends to file an exchange offer registration statement with the Securities and Exchange Commission in the third quarter of fiscal 2003 to enable the holder of the Exchange Notes to exchange them for publicly registered notes having terms substantially identical to the Exchange Notes. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussions set forth in this Form 10-Q should be read in conjunction with the financial information included herein and the Company's Annual Report on Form 10-K for the year ended June 29, 2002. Management's discussion and analysis of financial condition and results of operations and other sections of this report contain forward-looking statements relating to future results of the Company. Such forward-looking statements are identified by use of forward-looking words such as "anticipates", "believes", "plans", "estimates", "expects", and "intends" or words or phrases of similar expression. These forward-looking statements are subject to various assumptions, risks and uncertainties, including but not limited to, changes in political and economic conditions, demand for the Company's products, acceptance of new products, developments affecting the Company's products and to those discussed in the Company's filings with the Securities and Exchange Commission. Accordingly, actual results could differ materially from those contemplated by the forward-looking statements. EBITDA represents operating income plus depreciation and amortization. While EBITDA should not be construed as a substitute for operating income or a better indicator of liquidity than cash flow from operating activities, which are determined in accordance with generally accepted accounting principles, it is included herein to provide additional information with respect to the Company's ability to meet its future debt service, capital expenditure and working capital requirements. In addition, the Company believes that certain investors find EBITDA to be a useful tool for measuring the Company's ability to service its debt. EBITDA is not necessarily a measure of the Company's ability to fund its cash needs. See the Consolidated Statements of Cash Flows of the Company herein for further information. Critical accounting policies The following discussion and analysis of financial condition, results of operations, liquidity and capital resources is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Generally accepted accounting principles require estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to bad debts, inventories, intangible assets, long-lived assets, deferred income taxes, accrued expenses, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. The Company's management believes that some of its significant accounting policies involve a higher degree of judgment or complexity than other accounting policies. Identified below are the policies deemed critical to its business and the understanding of its results of operations. Revenue recognition. The Company recognizes revenues when goods are shipped, title has passed, the sales price is fixed and collectibility is reasonably assured. Returns, discounts and sales allowance estimates are based on projected sales trends, historical data and other known factors. If actual returns, discounts and sales allowances are not consistent with the historical data used to calculate these estimates, net sales could either be understated or overstated. Accounts receivable. Accounts receivable consist of amounts due from customers and business partners. The Company maintains an allowance for doubtful accounts to reflect expected credit losses and provides for bad debts based on collection history and specific risks identified on a customer-by-customer basis. A considerable amount of judgment is required to assess the ultimate realization of accounts receivable and the credit-worthiness of each customer. Furthermore, these judgments must be continually evaluated and updated. If the historic data used to evaluate credit risk does not reflect future collections, or, if the financial condition of the Company's customers were to deteriorate causing an impairment of their ability to make payments, additional provisions for bad debts may be required in future periods. Accounts receivable at December 28, 2002 and June 28, 2002 were net of allowance for doubtful accounts of $1.1 million and $838,000, respectively. Inventories. Inventories are carried at the lower of cost or market determined under the First-In, First-Out (FIFO) method. The Company writes down obsolete and unmarketable inventories to their estimated market value based upon, among other things, assumptions about future demand and market conditions. If actual market conditions are less favorable than projected, additional inventory write-downs may be required. 9 COMPARISON OF OPERATING RESULTS FOR THE QUARTERS ENDED DECEMBER 28, 2002 AND DECEMBER 28, 2001. Net Sales. Net sales for the quarter ended December 28, 2002 increased 5% to $54.6 million compared to $52.3 million last year. The increase in net sales was primarily due to sales growth from the Licensed Apparel group, which was partially offset by sales decreases from the Corporate division. The net sales growth in the Licensed Apparel group was from college bookstore customers and was most pronounced in our Champion licensed products group (CCP). Net sales from college bookstore customers for the second quarter of fiscal 2003 were $3.0 million greater than last year while sales for the Corporate division were $1.3 million less than last year. A soft economy and reduced corporate spending on marketing and employee incentive programs have had a detrimental effect on the net sales of the Corporate division. Gross Profit. Gross profit for the quarter ended December 28, 2002 increased 4% to $20.2 million compared to $19.4 million last year. Gross profit as a percentage of net sales was comparable for both periods at about 37%. College bookstore sales represented 46% of net sales for the quarter compared to 43% last year. Operating Expenses. Operating expenses for the quarter ended December 28, 2002 increased 10% to $13.7 million from $12.5 million last year. Operating expenses as a percentage of net sales were 25.1% in the second quarter of fiscal 2003 compared to 24.0% last year. Operating expenses increased due to more revenue generated from college bookstore sales, which carry royalty fees and are marketed through more expensive distribution channels. In addition, the Company incurred higher bad debt expense in fiscal 2003 and changed the timing of its annual sales meetings, which were held in the second quarter of fiscal 2003. The annual sales meetings were held in the third quarter last year. Operating Income. Operating income decreased 6% to $6.5 million in the second quarter of fiscal 2003 compared to $6.9 million last year. Operating income as a percentage of net sales decreased to 11.9% in the second quarter of fiscal 2003 from 13.2% in the second quarter of fiscal 2002. The decrease in operating income as a percentage of sales was the result of the increase in operating expenses. EBITDA. EBITDA decreased 5% to $7.6 million in the second quarter of fiscal 2003 compared to $7.9 million last year. EBITDA as a percentage of net sales decreased to 13.8% in the quarter ended December 28, 2002 from 15.2% in the quarter ended December 28, 2001. The decrease in EBITDA was the result of lower operating income. Interest Expense. Interest expense in the second quarter of fiscal 2003 was $3.7 million compared to $3.9 million last year. Lower interest rates created the decrease in interest expense. Net Income. Net income for the second quarter of fiscal 2003 was $1.7 million compared to $1.8 million for the second quarter of fiscal 2002. The decrease was primarily the result of the decline in operating income. COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED DECEMBER 28, 2002 AND DECEMBER 28, 2001. Net Sales. Net sales for the six months ended December 28, 2002 increased 9% to $115.8 million from $106.4 million in the six months ended December 28, 2001. The increase in net sales from last year was due to strong growth from the Licensed Apparel group, which was fueled by a 42% increase in revenue from CCP. The net sales increase from CCP was partially offset by a 28% decline in Corporate division sales. Net sales for CCP for the first six months of fiscal 2003 were $10.8 million greater than last year while Corporate division sales were $5.1 million less than last year. Management believes that the Company's customers have shifted their purchases to lower priced apparel with less expensive decoration, which has enhanced the sales of CCP's more moderately priced goods. A soft economy and consequent reductions in corporate spending on marketing and employee incentive programs have had a detrimental effect on the net sales of the Corporate division. Gross Profit. Gross profit for the six months ended December 28, 2002 increased 5% to $42.3 million from $40.3 million in the six months ended December 28, 2001. Gross profit as a percentage of net sales decreased to 36.5% from 37.9% last year. The decrease in gross profit as a percentage of net sales was the result of a change in customer purchasing. College bookstore sales, fueled by CCP, represented 52% of net sales for the six month period ended December 28, 2002 compared to 45% last year. College bookstore sales generally provide a lower gross profit than the Company's other divisions. Operating Expenses. Operating expenses for the six months ended December 28, 2002 increased 12% to $27.9 million from $24.9 million last year. Operating expenses as a percentage of net sales were 24.0% in the first six 10 months of fiscal 2003 compared to 23.4% in the first six months of fiscal 2002. The increase in operating expenses was principally due to a greater portion of fiscal 2003 sales generated from college bookstore sales, which carry royalty fees and are marketed through more expensive distribution channels. In addition, the Company incurred higher bad debt expense in fiscal 2003 due to soft economic conditions. Operating Income. Operating income decreased 6% to $14.4 million in fiscal 2003 from $15.4 million in fiscal 2002. Operating income as a percentage of net sales decreased to 12.5% in fiscal 2003 from 14.5% in fiscal 2002. The decrease in operating income as a percentage of sales was the result of a lower gross profit percentage on higher net sales combined with the increase in operating expenses. EBITDA. EBITDA decreased 6% to $16.5 million in the first six months of fiscal 2003 from $17.5 million in the first six months of fiscal 2002. EBITDA as a percentage of net sales decreased to 14.3% in the six months ended December 28, 2002 from 16.5% in the comparable period last year. The decrease in EBITDA was a result of lower operating income. Interest Expense. Interest expense in the first six months of fiscal 2003 was $7.3 million, $771,000 less than the comparable period last year. Lower interest rates created the decrease in interest expense. Net Income. Net income for the first six months of fiscal 2003 was $4.4 million, $136,000 less than the first six months of fiscal 2002. The decrease was primarily the result of the decrease in operating income. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities in the first six months of fiscal 2003 was $9.8 million compared to cash used by operating activities of $693,000 last year. Fiscal 2002 operating cash flows were used to fund the increase in accounts receivable and inventory related to the addition of the CCP college bookstore business. Cash used in investing activities in the first six months of fiscal 2003 was $2.2 million compared to $2.0 million last year. The cash used in both periods was related to the acquisition of property, plant and equipment. Cash used in financing activities in the first six months of fiscal 2003 was $4.2 million compared to $571,000 in the comparable period of fiscal 2002. Payments of bank debt was the primary use of cash in fiscal 2003. Under the Company's Revolving Bank Credit Agreement ("RBCA") up to $65 million of revolving credit availability is provided, of which $26.1 million was borrowed and outstanding and approximately $5.9 million was utilized for outstanding commercial and stand-by letters of credit as of December 28, 2002. At December 28, 2002, $28.4 million was available for future borrowings under the RBCA. The Company believes that cash flows from operating activities and borrowings under the RBCA will be adequate to meet the Company's short-term and future liquidity requirements prior to the maturity of the RBCA in fiscal 2005, although no assurance can be given in this regard. The Company anticipates paying dividends to its parent, GFSI Holdings, Inc. ("Holdings") to enable Holdings to pay corporate income taxes, interest on subordinated discount notes issued by Holdings (the "Holdings Discount Notes"), fees payable under a consulting agreement, preferred stock dividends and certain other ordinary course expenses incurred on behalf of the Company. Holdings is dependent upon the cash flows of the Company to provide funds to service the Holdings Discount Notes. Holdings Discount Notes do not have an annual cash flow requirement until fiscal 2005 as they accrue interest at 11.375% per annum, compounded semi-annually to an aggregate principal amount of $108.5 million at September 15, 2004. Thereafter, the Holdings Discount Notes will accrue interest at the rate of 11.375% per annum, payable semi-annually, in cash on March 15 and September 15 of each year, commencing on March 15, 2005. Additionally, Holdings' cumulative non-cash preferred stock ("Holdings Preferred Stock") dividends total approximately $396,000 annually. Holdings Preferred Stock may be redeemed at stated value (approximately $3.4 million) plus accrued dividends with mandatory redemption in fiscal 2009. 11 SUBSEQUENT EVENT On December 31, 2002 the Company completed the private placement of $9.9 million of unregistered 9.625% senior subordinated notes ("Exchange Notes") in exchange for $24 million aggregate principal amount at maturity of GFSI Holdings, Inc. 11.375% Senior Discount Notes (the "Holdings Discount Notes") with an accreted book value of $19.9 million. The acquisition of the Holdings Discount Notes by the Company is considered an early extinguishment of Holdings' debt, and accordingly, Holdings will record a pre-tax gain on the transaction of approximately $9.6 million, net of related costs, in the third quarter of fiscal 2003. The Exchange Notes are unsecured obligations of the Company, mature on March 1, 2007, pay interest semi-annually on March 1 and September 1, and were issued under an indenture with substantially identical terms as the indenture governing the $125 million aggregate principal amount at maturity of GFSI, Inc. Senior Subordinated Notes issued on February 27, 1997. The Exchange Notes were guaranteed by each of the Company's wholly-owned subsidiaries (Event One, CCP and GFSI Canada Company). The Exchange Notes were issued to an "accredited investor" and were exempt from registration under Rule 144 of the Securities Act of 1933. The Company intends to file an exchange offer registration statement with the Securities and Exchange Commission in the third fiscal quarter of 2003 to enable the holder of the Exchange Notes to exchange them for publicly registered notes having terms substantially identical to the Exchange Notes. SEASONALITY AND INFLATION The Company experiences seasonal fluctuations in its sales and profitability, with generally higher sales and gross profit in the first and second quarters of its fiscal year. The seasonality of sales and profitability is primarily due to higher college bookstore sales during the first two fiscal quarters. Sales at the Company's Resort and Corporate divisions typically show little seasonal variations. The impact of inflation on the Company's operations has not been significant to date. However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on the Company's operating results. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK DERIVATIVE AND MARKET RISK DISCLOSURE The Company's market risk exposure is primarily due to possible fluctuations in interest rates. The fixed rate portion of the Company's long-term debt does not bear significant interest rate risk. An immediate 10% change in interest rates would not have a material effect on the Company's results of operations over the next fiscal year, although there can be no assurances that interest rates will not significantly change. 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings -------------------------- The Company is not a party to any pending legal proceeding the resolution of which, the management of the Company believes, would have a material adverse effect on the Company's results of operations or financial condition, nor to any other pending legal proceedings other than ordinary, routine litigation incidental to its business. Item 2. Changes in Securities ----------------------------- None. Item 3. Defaults Upon Senior Securities --------------------------------------- None. Item 4. Submission of Matters to a Vote of Security Holders ----------------------------------------------------------- None. Item 5. Other Information ------------------------- None. Item 6. Exhibits and Reports on Form 8-K ---------------------------------------- (a) Exhibits 4.11 Indenture, dated as of December 31, 2002 between GFSI, Inc. and State Street Bank and Trust Company. 4.12 9 5/8% Series A Senior Subordinated Note due 2007. 10.25 Exchange Agreement, dated as of December 31, 2002, between GFSI, Inc. and Jefferies Company, Inc. 10.26 Consent and Amendment, dated as of December 31, 2002, to the Credit Agreement, dated March 28, 2002. (b) Reports on Form 8-K None. 13 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 thereunto duly authorized. GFSI, INC. February 5, 2003 /s/ J. CRAIG PETERSON ----------------------------------------- J. Craig Peterson, Sr. Vice President of Finance and Principal Accounting Officer 14 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REGARDING GFSI, INC.'S QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL PERIOD ENDED DECEMBER 28, 2002 I, Robert M. Wolff, Chairman and Chief Executive Officer (Principal Executive Officer) of GFSI, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GFSI, Inc.; 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods represented in this Quarterly Report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not these were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 5, 2003 /S/ ROBERT M. WOLFF --------------------------------------- Robert M. Wolff Chairman and Chief Executive Officer 15 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REGARDING GFSI, INC.'S QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL PERIOD ENDED DECEMBER 28, 2002 I, J. Craig Peterson, Senior Vice President and Chief Financial Officer (Principal Financial Officer) of GFSI, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GFSI, Inc.; 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods represented in this Quarterly Report. 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not these were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 5, 2003 /S/ J. CRAIG PETERSON --------------------------------------- J. Craig Peterson Senior Vice President and Chief Financial Officer

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