-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CYWX5tiWEVT+PcHEjbJjtopys1yrogTnvknjC0v52/xZ0q02vB5eyvYKyx4yVA6t O1Tcfn2VfykomS5qGzLghg== 0000902561-02-000423.txt : 20020924 0000902561-02-000423.hdr.sgml : 20020924 20020924153217 ACCESSION NUMBER: 0000902561-02-000423 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020629 FILED AS OF DATE: 20020924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GFSI HOLDINGS INC CENTRAL INDEX KEY: 0001036180 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 742810744 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-38951 FILM NUMBER: 02771086 BUSINESS ADDRESS: STREET 1: 9700 COMMERCE PARKWAY CITY: LENEXA STATE: KS ZIP: 66219 BUSINESS PHONE: 9138880445 MAIL ADDRESS: STREET 1: 9700 COMMERCE PKWY CITY: LENEXA STATE: KS ZIP: 66219 10-K 1 form10-k_sison92302.txt FORM 10-K -- ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED June 29, 2002 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-38951 GFSI HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 74-2810744 - ------------------------------ ---------------------- State or Other Jurisdiction of I.R.S. Employer Incorporation or Organization Identification Number 9700 Commerce Parkway Lenexa, KS 66219 (Address of Principal Executive Offices and Zip Code) (913) 888-0445 (Registrant's Telephone Number, Including Area Code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None 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 [X] No[] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. _____ The aggregate market value of the voting stock held by non-affiliates (as defined in Rule 405) of the registrant as of September 1, 2002 was $0. On September 1, 2002, there were 1,820 shares of the Registrant's common stock, $.01 par value per share, issued and outstanding. 1 TABLE OF CONTENTS PART I PAGE Item 1 - Business....................................................... 3 Item 2 - Properties..................................................... 7 Item 3 - Legal Proceedings.............................................. 7 Item 4 - Submission of Matters to a Vote of Security Holders............ 7 PART II Item 5 - Market for the Registrant's Common Equity and Related Stockholder Matters.................................... 7 Item 6 - Selected Financial Data........................................ 7 Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations...................................... 9 Item 7A - Quantitative and Qualitative Disclosures About Market Risks.... 13 Item 8 - Consolidated Financial Statements and Supplementary Data....... 14 Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........................................... 38 PART III Item 10 - Directors and Executive Officers............................... 38 Item 11 - Executive Compensation......................................... 40 Item 12 - Security Ownership of Certain Beneficial Owners and Management. 41 Item 13 - Certain Relationships and Related Transactions................. 42 PART IV Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................................ 43 Signatures..................................................... 46 Officers Certification ........................................ 47 2 PART I ITEM 1 - BUSINESS GFSI Holdings, Inc. ("Holdings" ) was incorporated in the State of Delaware on February 24, 1997. Holdings, and its wholly owned subsidiary GFSI, Inc. ("GFSI", or collectively with Holdings the "Company") were organized by affiliates of The Jordan Company (TJC) and management to effect the acquisition of Winning Ways, Inc. ("Winning Ways"). On February 27, 1997, Holdings acquired all of the issued and outstanding capital stock of Winning Ways and immediately thereafter merged Winning Ways with and into GFSI, with GFSI as the surviving entity. All of the capital stock of Winning Ways acquired by Holdings in connection with the acquisition was contributed to GFSI along with the balance of equity contributions. The Company is a leading designer, manufacturer and marketer of high quality, custom designed sportswear and activewear bearing names, logos and insignia of resorts, corporations, national associations, colleges and professional sports leagues and teams. The Company custom designs and decorates an extensive line of high-end outerwear, fleecewear, polo shirts, T-shirts, woven shirts, sweaters, shorts, pants, headwear and sports luggage. The Company markets its products through its well-established and diversified distribution channels. On January 29, 1998, the Company established a wholly owned subsidiary, Event 1, Inc. ("Event 1") to provide a concessionaire outlet for the Company's sportswear and activewear. Event 1 provides increasing sales for the Company's products with the National Collegiate Athletic Association ("NCAA"), Big 10 Conference, Big 12 Conference, the Atlantic Coast Conference and Professional Golf Association ("PGA") tournament events. On June 25, 2001, the Company acquired 100% of the stock of Champion Products, Inc., ("Champion") for approximately $9.5 million. In conjunction with the acquisition of Champion, the Company entered into a 15 year licensing agreement (the "Licensing Agreement") with the seller which permits the Company to sell decorated Champion apparel in the college bookstore, military and resort markets. Under the Licensing Agreement, the Company will pay a royalty to the seller based upon net sales beginning in fiscal 2004. On June 29, 2001, the Company sold its Tandem Marketing business for approximately $2.7 million in cash, net of closing costs, and the buyer's assumption of approximately $1.2 million in liabilities. The Company recognized a $629,787 gain on the sale of Tandem Marketing. The Company operates on a 52/53 week fiscal year which ends on the Saturday nearest June 30. The twelve month periods ended July 2, 1999, June 30, 2000, June 29, 2001 and June 29, 2002 each contain 52 weeks. The twelve month period ended July 3, 1998 contains 53 weeks. SALES DIVISIONS AND SUBSIDIARIES The Company believes that it enjoys distinct competitive advantages in each of its sales divisions and its subsidiaries because of its ability to quickly deliver high quality, customized products and provide excellent customer service. The Company operates state-of-the-art design, embroidery and screen print manufacturing and distribution facilities which management believes have set the standard in the sportswear and activewear industry for product quality and response time to orders and re-orders. This allows the Company's customers to carry less inventory, increase merchandise turnover and reduce the risk of obsolete merchandise. Resort Division. The Resort division is a leading marketer of custom logoed sportwear and activewear to over 7,000 active customer accounts, including destination resorts, family entertainment companies, hotel chains, golf courses, cruise lines and casinos. The Company distributes its Resort division products through its national sales force of approximately 35 independent sales agents. The Company believes that it is well known and respected in the resort and leisure industry because of its quick turn around for new orders and re-orders, its product innovation, its quality and its high level of service. Corporate Division. The Corporate division is a leading marketer of corporate identity sportswear and activewear for use by a diverse group of corporations for incentive programs, employee pride and recognition initiatives, corporate meetings and outings, company retail stores and catalog programs, dealer incentive programs as well as office casual wear and uniforms. 3 The Company provides its corporate identity sportswear products to over 1,000 of the leading independent marketing companies, who in turn each employ a sales staff to service a client base. The Company employs 23 regional sales personnel who are exclusively dedicated to promoting Corporate division products. The Company believes this marketing approach leverages the sales force and marketing contacts of these independent marketing companies. Prior to fiscal 2001, the Corporate division utilized approximately 40 independent sales agents to market directly to corporate customers. Licensed Apparel Division. The Licensed Apparel Division includes the college bookstore business, through both the GEAR FOR SPORTS(R) and CHAMPION(R) college brands, sales under professional sports team, league and event licensing agreements and sales to the military. The Company has over 3,300 active college bookstore accounts, including nearly every major college and university in the United States. The largest college bookstore accounts include the major college bookstore lease operators as well as high volume, university managed bookstores. The Company's professional sports team, league and event licensors include, among others, the NBA, the NHL, NASCAR and Major League Baseball. The Company targets the upscale adult sports enthusiast through the Company's existing distribution channels as well as through new channels such as stadium stores and team retail outlets. The Company has over 800 active professional sports related customer accounts. Event 1 Subsidiary. The Event 1 subsidiary was established in fiscal 1998 to provide concessionaire services that create additional outlets for the Company's products. Since its inception, Event 1 has become the leading event merchandiser in the collegiate championship industry. The subsidiary has renewed and extended its agreements with the NCAA, Big 10 Conference, Big 12 Conference, the Atlantic Coast Conference, the South Eastern Conference, PGA and various other institutions and entities. GFSI Canada Company. In June 2002 the Company formed GFSI Canada Company ("GFSI Canada"), a wholly owned subsidiary of GFSI, Inc. organized under the Securities Act of Nova Scotia, Canada. The Company established GFSI Canada to enable it to conduct business in Canada and reach similar markets with it's existing product line. Certain of the Company's products had previously been available in the Canadian market through an international licensing agreement that expired in December 2001. In June 2002, GFSI Canada entered into a Management Agreement with Fletcher Leisure Group Inc. ("Fletcher"), a Canadian corporation headquartered in Quebec, Canada to provide certain services. GFSI Canada had no assets or liabilities at June 29, 2002 and had no results from operations in fiscal 2002. PRODUCTS The Company's extensive product offerings include: fleecewear, outerwear, polo shirts, woven shirt, sweaters, T- shirts and bottoms, women's and other apparel items and accessories. These products are currently offered in over 1,000 combinations of style and color. While its products are generally characterized by a low fashion risk, the Company attempts to incorporate the latest trends in style, color and fabrics with a heavy emphasis on innovative graphics to create leading-edge fashion looks. The Company believes that the quality and breadth of its product lines and its innovative logo designs represent significant competitive advantages in its markets. The following illustrates the attributes of the Company's current product lines: Fleecewear. The Company's fleecewear products represented approximately 27% of net sales for fiscal 2002. Current styles offered by the Company include classic crew sweatshirts, cowl neck tops, half-zip pullovers, hooded tops, vests, and bottoms. Products are constructed of a wide range of quality fabrics including combed cotton, textured fleece ribbed knit cotton and inside out fleece. This product line offers customers a variety of styles ranging from relaxed, functional looks to more sophisticated, casual looks. T-Shirts and Bottoms. The Company's T-shirt and bottoms products represented approximately 15% of net sales for fiscal 2002. The Company's products are designed to address consumer needs for comfort, fit and function while providing innovative logo designs. The Company offers a full line of T-shirts, shorts and pants in a variety of styles, fabrics and colors. Outerwear. The Company's outerwear products represented approximately 13% of net sales for fiscal 2002. These products are designed to offer consumers contemporary styling, functional features and quality apparel. Product offerings include a variety of weights and styles, including heavy nylon parkas, denim jackets, corduroy hooded pullovers, nylon windshirts and water-resistant poplin jackets. The Company's products also provide a number of functional features such as adjustable cuffs, windflaps, vented backs, drawstring bottoms and heavyweight fleece lining. 4 Polo Shirts, Woven Shirts and Sweaters. The Company's polo shirt, woven shirt and sweater products represented approximately 13% of net sales for fiscal 2002. The Company's products in this category are designed to be suitable for both leisure and work-related activities with a full range of materials and styles. Women's. The Company's women's products represented approximately 9% of net sales for fiscal 2002. This product line offers customers a variety of styles ranging from relaxed, functional looks to more sophisticated, casual looks. Other. The Company also sells headwear, sports luggage, and a number of other miscellaneous apparel items. Event 1 also sells non-apparel items at events including basketballs, pennants and related items. Sales of "Other" items represented approximately 23% of net sales for fiscal 2002. DESIGN, MANUFACTURING AND MATERIALS SOURCING The Company operates state-of-the-art design, embroidery and screen print manufacturing and distribution facilities in Lenexa, Kansas, Chillicothe, Missouri and Bedford, Iowa. The Company's design group consists of more than 75 in-house artists and graphic designers who work closely with each customer to create the product offering and customization that fulfills the account's needs. The design group is responsible for presenting new ideas to each account in order to continually generate new products. This design function is a key element in the Company's ability to provide value-added services and maintain superior relations with its customers. Once the design and logo specifications have been determined, the Company's manufacturing process begins. This manufacturing process consists of embroidery and/or screen printing applications to Company-designed non- decorated apparel ("blanks"). Most of the screen printing and the embroidery operations are performed by the Company in its Lenexa, Kansas, Chillicothe, Missouri and Bedford, Iowa facilities. In addition, the Company outsources screen printing and embroidery work to independent contractors when necessary. All of the Company's blanks are sourced and manufactured to the Company's specifications by third party vendors. The Company closely monitors each of its vendors in order to ensure that its specifications and quality standards are met. A significant portion of the Company's blanks are contract manufactured in various off-shore plants. The Company's imported items are currently manufactured in China, Taiwan, Korea, Malaysia, Hong Kong, Singapore, Indonesia, Vietnam, Guatemala, Honduras, Philippines, Thailand and Mexico. No foreign country has a manufacturing concentration above 20%. The Company has long-standing contractual relationships with its independent buying agents who assist the Company in its efforts to control garment quality and delivery. None of these agents represent the Company on an exclusive basis. The Company has independent buying agents in each foreign country where it purchases blanks. COMPETITION The Company's primary competitors vary within each of its divisions and subsidiaries. In the resort division, there are few national competitors and even fewer that operate in all of the varied segments in which the Company operates. In the corporate identity market, there are several large manufacturers of corporate identity products. The Company believes it is one of the few manufacturers and marketers of corporate identity products that specializes in the activewear product segment. In the Licensed Apparel division's college bookstore market, the GEAR FOR SPORTS(R) and CHAMPION(R) brands and their closest two competitors have traditionally held greater than 60% of the market. The following table sets forth the Company's primary competitors in each of its markets: MARKET PRIMARY COMPETITORS - ---------------- ------------------------------------------------------------ Resort Cutter & Buck and local and regional competitors Corporate Cutter & Buck, Ashworth, Land's End Licensed Apparel Jansport (VF Corp.), Cotton Exchange, Russell Athletic, M.V. Sports Competition in each of the Company's markets generally is based on product design and decoration, customer service, overall product quality and price. The Company believes that it has been able to compete successfully because of its ability to create diverse and innovative designs, provide excellent customer service, leverage its GEAR FOR SPORTS(R) and CHAMPION(R) brand names and differentiate its products on the basis of quality. 5 EMPLOYEES The Company employs approximately 877 people at its two facilities in Lenexa, Kansas, of which approximately 111 are members of management, 317 are involved in either product design, customer service, sales support or administration and 449 are involved in manufacturing. The Company employs approximately 85 people in its Bedford, Iowa embroidery facility and 120 at its Chillicothe, Missouri screen print facility, all of which are involved in manufacturing. None of the Company's employees is covered by a collective bargaining agreement. The Company believes that the dedication of its employees is critical to its success, and that its relations with its employees are excellent. TRADEMARKS The Company markets its products primarily under the GEAR FOR SPORTS(R) and CHAMPION(R) brand names. In addition, the Company markets its products under, among others, the Pro GEAR(R), Big Cotton(R), Winning Ways(R) and Yikes!(R) trademarks. Generally, the Company's trademarks will remain in effect as long as the trademark is used by the Company and the required renewals are obtained. The Company licenses its GEAR FOR SPORTS(R) trademark in specified international markets including Japan and the European Union. These license agreements provide exclusive, non-transferable and non-assignable rights to manufacture, advertise and promote adult apparel, headwear and bags under the GEAR FOR SPORTS(R) brand name in these international markets. The agreements provide for royalties as a percentage of net sales, contain annual royalty minimums, and give the Company final control over product design and quality. The Company believes these licensing arrangements enable it to broaden its geographic distribution and extend the GEAR FOR SPORTS(R) brand name in a cost- effective manner. In connection with its acquisition of Champion, the Company entered into a license agreement with Sara Lee Corporation (the "Champion License Agreement"). Pursuant to the Champion License Agreement, the Company is granted the exclusive right to use the CHAMPION(R) name and C(R) logo and related trademarks on certain products sold in the collegiate, military and resort markets in the United States. The Champion License Agreement is scheduled to expire on June 30, 2016. In consideration for the license grant, the Company pays Sara Lee a quarterly royalty based on a percentage of net sales of products bearing the licensed marks beginning in fiscal 2004. LICENSES The Company markets its products, in part, under licensing agreements. In fiscal 2002, net sales under the Company's 433 active licensing agreements totaled $74.4 million, or approximately 37% of the Company's net sales. The Company's licensing agreements are mostly with (i) high volume, university bookstores, (ii) professional sports leagues such as MLB, the NBA, NASCAR and the NHL and (iii) major sporting events such as the NCAA, U.S. Open, Ryder Cup and the Indianapolis 500. Such licensing agreements are generally renewable every one to three years with the consent of the licensor. 6 ITEM 2 - PROPERTIES The Company owns each of its four properties: its 250,000 square foot headquarters and manufacturing facility in Lenexa, Kansas, its 100,000 square foot distribution facility located approximately two miles from its headquarters, its 23,000 square foot embroidery facility located in Bedford, Iowa, and its 50,000 square foot screen print decoration facility located in Chillicothe, Missouri. Approximately 200,000 square feet of the headquarters/manufacturing facility, the distribution facility in Lenexa, the embroidery facility in Bedford and the Chillicothe screen print facility are devoted to the design and manufacture of the Company's products and to customer service. The Chillicothe facility was completed and began production in fiscal 2002. From time to time, the Company leases additional warehouse space under short term agreements to meet short term seasonal needs. ITEM 3 - 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, cash flows, or financial condition, nor to any other pending legal proceedings other than ordinary, routine litigation incidental to its business. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended June 29, 2002. PART II ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The only authorized, issued and outstanding class of capital stock of Holdings is common stock which is held by an aggregate of 31 holders. There is no established public trading market for Holdings' common stock. Holdings has not declared nor paid any cash dividends on its common stock since its formation in February 1997. Holdings' financing agreements contain restrictions on its ability to declare or pay dividends on its common stock. ITEM 6 - SELECTED FINANCIAL DATA Holdings is structured as a holding company whose only significant asset is the capital stock of GFSI. The following table presents: (i) historical operating and other data of the Company for fiscal years ended July 3, 1998, July 2, 1999, June 30, 2000, June 29, 2001, and June 29, 2002; and (ii) balance sheet data as of July 3, 1998, July 2, 1999, June 30, 2000, June 29, 2001, and June 29, 2002. The historical financial statements for the Company for fiscal 1998, 1999 and 2000 have been audited by Deloitte & Touche LLP. The historical financial statements for the Company for fiscal 2001 have been audited by PricewaterhouseCoopers LLP. The historical financial statements for the Company for fiscal 2002 have been audited by KPMG LLP. The selected financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Results of Operations and Financial Condition" and the historical consolidated financial statements of the Company and the related notes thereto included elsewhere in this annual report. Certain reclassifications have been made to the financial data for the years ended July 3, 1998, July 2, 1999, June 30, 2000 and June 29, 2001 to conform to the June 29, 2002 presentation. 7
FISCAL YEARS ENDED ---------------------------------------------------------------- (Dollars in thousands) JULY 3, JULY 2, JUNE 30, JUNE 29, JUNE 29, 1998 (5) 1999 2000 2001 2002 --------- -------- --------- --------- ---------- STATEMENTS OF OPERATIONS DATA: Net sales..................................... $ 214,894 $ 208,025 $ 205,500 $ 185,305 $ 197,250 Gross profit.................................. 86,068 83,236 79,326 70,726 73,627 Operating expenses (1)........................ 48,401 52,424 48,103 50,008 50,933 ---------- ---------- ---------- ---------- ---------- Operating income.............................. 37,667 30,812 31,223 20,718 22,694 Other expense................................. (24,259) (24,774) (24,610) (24,241) (24,653) ---------- ---------- ---------- ---------- ---------- Income (loss) before taxes and extraordinary item...................... 13,408 6,038 6,613 (3,523) (1,959) Income tax (expense) benefit.................. (5,257) (2,165) (2,614) 1,483 764 Extraordinary item, net of tax benefit (2).... (203) -- -- -- (606) ---------- ---------- ---------- ---------- ---------- Net income (loss)............................. $ 7,948 $ 3,873 $ 3,999 $ (2,040) $ (1,801) ========= ========== ========== ========== ========== BALANCE SHEET DATA (AS OF PERIOD END): Cash and cash equivalents.................... $ 41,361 $ 10,278 $ 1,461 $ 5,324 $ 328 Total assets................................. 106,532 105,680 99,436 95,488 105,825 Long-term debt (including current portion) and redeemable preferred stock......... 250,245 246,407 240,334 233,574 246,702 Total stockholders' equity (deficiency)...... (166,815) (163,368) (159,792) (162,249) (164,462) OTHER DATA: Cash flows from operating activities........ $ 3,893 $ 21,039 $ 7,216 $ 22,546 $ (3,710) Cash flows from investing activities........ (2,648) (2,041) (1,937) (8,412) (4,189) Cash flows from financing activities........ (1,001) (10,080) (14,097) (10,272) 2,904 EBITDA (3).................................. 40,605 33,894 34,459 23,764 26,789 Depreciation and amortization............... 2,938 3,083 3,235 3,046 4,095 Capital expenditures........................ 2,972 2,291 1,998 1,788 4,203 EBITDA margin (4)........................... 18.9% 16.3% 16.8% 12.8% 13.6%
__________ (1) Operating expenses for fiscal 2001 include $836 of restructuring charges, $1,110 of pre-acquisition integration costs related to the acquisition of Champion and a $630 gain on the sale of Tandem. (2) The statement of operations data for fiscal 1998 includes an extraordinary loss related to the write-off of deferred financing costs incurred in connection with the issuance of the Holdings Subordinated Notes in the amount of $338 ($203 on an after-tax basis). The statement of operations data for fiscal 2002 includes an extraordinary loss of $993 ($606 on an after tax basis) related to the write-off of deferred financing costs incurred in connection with the Company's previous bank Credit Agreement. (3) 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 GAAP, it is included herein to provide additional information with respect to the ability of the Company 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 ability of the Company to service its debt. EBITDA is not necessarily a measure of the Company's ability to fund its cash needs. (4) EBITDA margin represents EBITDA as a percentage of net sales. (5) The Company's fiscal year ends on the last Saturday in June, which results in a 53 week year from time to time. A 53 week period is included in the fiscal year ended July 3, 1998. The remaining years are comprised of 52 week periods. 8 ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the Company's results of operations and its liquidity and capital resources should be read in conjunction with the consolidated financial statements and the related notes thereto appearing elsewhere in this annual report. FORWARD-LOOKING STATEMENTS Management's discussion and analysis of financial condition and results of operations and other sections of this annual 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 and developments affecting the Company's products. Accordingly, actual results could differ materially from those contemplated by the forward-looking statements. 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, restructuring reserves, 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. 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. The Company also records changes in valuation allowances due to changes in its operating strategy, such as the discontinuances of certain product lines and other merchandising decisions related to changes in demand. It is possible that further changes in required inventory allowances may be necessary in the future as a result of market conditions and competitive pressures. 9 RESULTS OF OPERATIONS The following table sets forth certain historical financial information of the Company, expressed as a percentage of net sales, for fiscal 2002, 2001 and 2000: FISCAL YEAR ENDED --------------------------------- June 29, June 29, June 30, 2002 2001 2000 -------- -------- -------- Net sales................................ 100.0% 100.0% 100.0% Gross profit............................. 37.3 38.2 38.6 EBITDA................................... 13.6 12.8 16.8 Operating income......................... 11.5 11.2 15.2 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 ability of the Company 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 ability of the Company 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 and the related Notes to the Consolidated Financial Statements included herein for further information. FISCAL YEAR ENDED JUNE 29, 2002 COMPARED TO FISCAL YEAR ENDED JUNE 29, 2001 Net Sales. Net sales increased 6.4% in fiscal 2002 to $197.2 million from $185.3 million in fiscal 2001. The increase was primarily attributable to the addition of Champion Custom Products ("CCP") college bookstore net sales of $43.4 million. The net sales increase from CCP was partially offset by declines in Corporate and Resort division sales. The terrorist attacks of September 11, 2001 and the resulting political and economic uncertainties created in the aftermath, directly affected the travel plans and the marketing and employee incentive programs of the customers of these two sales divisions. In addition, the Tandem Marketing ("Tandem") business was sold in June 2001. Tandem contributed $11.6 million in sales in fiscal 2001. Gross Profit. Gross profit for fiscal 2002 increased 4.1% to $73.6 million from $70.7 million in fiscal 2001 due to the increase in net sales. Gross profit as a percentage of net sales decreased to 37.3% from 38.2% last year. The decrease in gross profit as a percentage of sales was the result of lower Corporate division sales, which generally provide a higher gross profit than sales from the CCP college bookstore sales. Fiscal 2002 gross profit was also adversely affected by both (i) increased loss on sales of close-out and discontinued merchandise and (ii) the start-up production costs at the new Chillicothe, Missouri facility. Operating Expenses. Operating expenses increased $.9 million or 1.8%, to $50.9 million in fiscal 2002 from $50.0 million in fiscal 2001. Operating expenses as a percentage of net sales decreased in fiscal 2002 to 25.8% from 27.0% in fiscal 2001. Operating expenses in fiscal 2001 included costs incurred from the following non-recurring activities: $1.1 million of integration costs associated with the acquisition of CCP and $0.8 million in costs associated with severance and employee termination benefits related to the execution of a restructuring plan; which were partially offset by $0.6 million in gain related to the sale of Tandem. If costs from these non-recurring activities are excluded, operating expenses as a percentage of sales would have decreased in fiscal 2002 to 25.8% from 26.3% in fiscal 2001. Cost control measures created the decrease in operating expenses. EBITDA. EBITDA for fiscal 2002 increased $3.0 million to $26.8 million from $23.8 million in fiscal 2001. EBITDA as a percentage of net sales increased to 13.6% in fiscal 2002 from 12.8% in fiscal 2001. The 12.7% increase in EBITDA was the result of higher sales and lower operating expenses. Operating Income. Operating income for fiscal 2002 increased $2.0 million to $22.7 million in fiscal 2002 from $20.7 million in fiscal 2001. Operating income as a percentage of net sales increased to 11.5% in fiscal 2002 from 11.2% in fiscal 2001. The increase in operating income was the result of the increase in sales and lower operating expenses. Other Income (Expense). Other expense in fiscal 2002 increased $.4 million to $24.6 million from $24.2 million in fiscal 2001. Increased interest expense on the Holdings Discount Notes off-set the favorable affects of lower interest rates which created the increase in fiscal 2002. 10 Net Income (Loss) before extraordinary item. The Company had a net loss before extraordinary item of $1.2 million in fiscal 2002 compared to a net loss of $2.0 million in fiscal 2001. The $800,000 improvement in net income was primarily the result of the increase in operating income. Extraordinary item, net of tax benefit. In March 2002, the Company entered into a $65 million Revolving Bank Credit facility and repaid its existing bank credit facility ahead of its scheduled expiration. A $.6 million extraordinary loss, net of related tax benefits, was recorded in the third quarter of fiscal 2002 to write off deferred debt origination costs related to the previous bank credit facility. Net Income (Loss). The Company had a net loss of $1.8 million in fiscal 2002 compared to a net loss of $2.0 million in fiscal 2001. The increase in fiscal 2002 operating income created the improvement over fiscal 2001. FISCAL YEAR ENDED JUNE 29, 2001 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2000 Net Sales. Net sales declined 9.8% in fiscal 2001 to $185.3 million from $205.5 million in fiscal 2000. The decrease was principally attributable to decreases in the Company's Licensed Apparel and Corporate divisions. The decrease in net sales at the Company's Licensed Apparel Division was due to college bookstore customers' reducing individual location inventories. Corporate sales declined in fiscal 2001 due to a curtailment of purchasing, marketing and employee relations incentive items by many corporations. Gross Profit. Gross profit for fiscal 2001 decreased 10.8% to $70.7 million from $79.3 million in fiscal 2000, due primarily to the decline in sales noted above. Gross profit as a percentage of net sales declined slightly in fiscal 2001 to 38.2% from 38.6% in fiscal 2000. Operating Expenses. Operating expenses increased $1.9 million or 4.0%, to $50.0 million in fiscal 2001 from $48.1 million in fiscal 2000. Operating expenses as a percentage of net sales increased in fiscal 2001 to 27.0% from 23.4% in fiscal 2000. The increases in operating expenses were primarily attributable to the following non-recurring activities in fiscal 2001: $1.1 million of integration costs associated with the acquisition of Champion and $0.8 million in costs associated with severance and employee termination benefits related to the execution of a restructuring plan; which were partially offset by $0.6 million in gain related to the sale of Tandem. In addition, the Company incurred costs associated with the change in its Corporate division's sales strategy to replace independent sales representatives by focusing employee representatives on selling through advertising incentive distributors who, in turn, fulfill corporate incentive programs. EBITDA. EBITDA for fiscal 2001 decreased $10.7 million to $23.8 million from $34.5 million in fiscal 2000. EBITDA as a percentage of net sales decreased to 12.8% in fiscal 2001 from 16.8% in fiscal 2000. The decrease in EBITDA was the result of the decline in sales and the increase in operating expenses. Operating Income. Operating income for fiscal 2001 decreased $10.5 million to $20.7 million in fiscal 2001 from $31.2 million in fiscal 2000. Operating income as a percentage of net sales decreased to 11.2% in fiscal 2001 from 15.2% in fiscal 2000. The decrease in operating income was the result of the decline in sales and the increase in operating expenses. Other Income (Expense). Other expense in fiscal 2001 decreased $.4 million to $24.2 million from $24.6 million in fiscal 2000 due to declining balances on the GFSI's long-term debt outstanding and declining interest rates thereon which was partially offset by increasing interest expense on the Holdings Discount Notes. Net Income (Loss). The Company had a net loss of $2.0 million in fiscal 2001 compared to $4.0 million in net income in fiscal 2000. The decrease in net income was the result of the decline in sales and the increase in operating expenses. LIQUIDITY AND CAPITAL RESOURCES During fiscal 2002 the Company replaced its existing bank Credit Agreement by entering into a Revolving Bank Credit Agreement ("RBCA") with a group of financial institutions to provide a $65 million revolving line of credit which matures in January 2005. At June 29, 2002, $23.2 million was available for future borrowing 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 its RBCA in fiscal 2005 although no assurance can be given in this regard. Cash provided by (used in) operating activities in fiscal 2002, 2001 and 2000 was ($3.7) million, $22.5 million and $7.2 million, respectively. Increases in accounts receivable and inventory to support the acquired CCP college bookstore business created the change in cash provided by (used in) operating activities between fiscal 2002 and fiscal 2001. Reductions in inventory and accounts receivable and increases in payables contributed to the increase in cash provided by operating activities in fiscal 2001 compared to fiscal 2000. 11 Cash used in investing activities for fiscal 2002, 2001 and 2000 was $4.2 million, $8.4 million and $1.9 million, respectively. Cash used in investing activities in fiscal 2002 was principally related to capital expenditures associated with the construction of a new garment decoration facility in Chillicothe, Missouri. The cash used in investing activities in fiscal 2001 was related to the purchase of CCP and capital expenditures, partially offset by $2.7 million in proceeds from the sale of Tandem. In fiscal 2000 cash used in investing activities represented capital expenditures. Cash provided by (used in) financing activities for fiscal 2002, 2001 and 2000 was $2.9 million, ($10.3) million and ($14.1) million, respectively. The net $2.9 million provided from financing activities in fiscal 2002 was created by borrowings under the new RBCA to replace existing bank loans and support increased working capital and equipment needs related to the acquisition of the CCP business. The cash used in financing activities in fiscal 2001 and fiscal 2000 was primarily related to long-term debt repayments of which $8.5 million and $7.8 million were debt prepayments in fiscal 2001 and fiscal 2000, respectively. GFSI, Inc. anticipates paying dividends to 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 and certain other ordinary course expenses incurred on behalf of the Company. Holdings is dependent upon the cash flows of GFSI, Inc. 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 $407,000 annually. Holdings Preferred Stock may be redeemed at stated value (approximately $3.4 million) plus accrued dividends with mandatory redemption in fiscal 2009. A summary of the Company's contractual cash obligations by maturity date as of June 29, 2002 is as follows:
AFTER 5 CONTRACTUAL OBLIGATIONS TOTAL YEAR 1 YEARS 2-3 YEARS 4-5 YEARS - ----------------------- ----- ------ --------- --------- ------- Long-term debt $240,989,090 $ 72,018 $ 30,711,346 $125,057,197 $ 85,148,529 Capital lease obligations 308,207 105,069 193,292 9,846 -- Operating leases 1,462,482 734,856 689,871 37,755 -- Redeemable preferred stock 8,067,666 -- -- -- 8,067,666 ------------ ----------- ------------ ------------ ------------ Total Contractual Cash Obligations $250,827,445 $ 911,943 $ 31,594,509 $125,104,798 $ 93,216,195 ============ =========== ============ ============ ============
It is anticipated that leases that expire will be renewed or replaced, and future lease commitments are not expected to aggregate less than the amount shown in year 1. NEW ACCOUNTING STANDARDS The FASB's Emerging Issues Task Force ("EITF") released its consensus No. 00-22, "Accounting for 'Points' and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Free Products or Services to be Delivered in the Future" and consensus No. 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products". The consensus' concluded that consideration from a vendor to a reseller of the vendor's products is generally presumed to be an adjustment to the selling prices of the vendor's products and, therefore, should be classified as a reduction of revenue. The Company implemented both of these pronouncements during fiscal 2002, and as a result, decreased net sales by $.9 million and $1.2 million for fiscal 2001 and 2000, respectively, to reclassify certain customer incentive programs and volume rebates that had previously been recorded as operating expenses. The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets", in fiscal 2002. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001, and contains certain transition provisions, that apply to purchase method business combinations with an acquisition date before July 1, 2001. SFAS No. 142 addresses the financial accounting and reporting for goodwill and other intangible assets acquired in a business combination after they have been initially recognized in the financial statements, eliminates amortization of goodwill, and requires that goodwill be tested for impairment at least annually. The adoption of SFAS No. 141 and SFAS No. 142 did not have an impact on the Company's consolidated financial statements. 12 In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145 "Rescission of FASB Statements Nos. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". The new standard eliminates the requirement to classify all gains and losses related to debt extinguishments as extraordinary items. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet the criteria in Accounting Principles Board ("APB") Opinion No. 30 for classification as an extraordinary item shall be reclassified. Applying the provisions of APB No. 30 will distinguish transactions that are part of an entity's recurring operations from those that are unusual or infrequent or that meet the criteria for classification as an extraordinary item. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. The Company will adopt SFAS No. 145 in the first quarter of fiscal 2003, and will reclassify the 2002 extraordinary loss on extinguishment of debt as other income (expense) in accordance with the transition provisions of SFAS No. 145. It is anticipatd that net income, shareholders equity or cash flows will not be impacted by this new standard. 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. In fiscal 2002, net sales of the Company during the first half and second half of the fiscal year were approximately 54% and 46%, respectively. The seasonality of sales is primarily due to higher college bookstore sales volume during the first two fiscal quarters. Sales at the Company's Resort and Corporate divisions typically show no significant 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 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS The Company's market risk exposure is primarily due to possible fluctuations in interest rates. The Company uses a balanced mix of debt maturities along with both fixed rate and variable rate debt to manage its exposure to interest rate changes. The fixed rate portion of the Company's long-term debt does not bear significant interest rate risk. The variable rate debt would be affected by interest rate changes to the extent the debt is not matched with an interest rate swap or cap agreement or to the extent, in the case of the RBCA, that balances are outstanding. An immediate 10 percent 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. 13 ITEM 8 - CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Independent Auditors' Report............................................. 15 Report of Independent Accountants........................................ 16 Independent Auditors' Report............................................. 17 Consolidated Balance Sheets - June 29, 2002 and June 29, 2001........... 18 Consolidated Statements of Operations - Years Ended June 29, 2002, June 29, 2001 and June 30, 2000..................................... 19 Consolidated Statements of Changes in Stockholders' Equity (Deficiency) - Years Ended June 29, 2002, June 29, 2001 and June 30, 2000.................................................... 20 Consolidated Statements of Cash Flows - Years Ended June 29, 2002, June 29, 2001 and June 30, 2000..................................... 21 Notes to Consolidated Financial Statements............................... 22 Schedule I - GFSI Holdings, Inc. Parent Company Only Financial Statements........................................... 35 14 INDEPENDENT AUDITORS' REPORT The Board of Directors GFSI Holdings, Inc.: We have audited the accompanying consolidated balance sheet of GFSI Holdings, Inc. and subsidiaries (Holdings) as of June 29, 2002, and the related consolidated statement of operations, changes in stockholders' equity (deficiency) and cash flows for the year then ended. These consolidated financial statements are the responsibility of Holdings' management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GFSI Holdings, Inc. and subsidiaries as of June 29, 2002, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP Kansas City, Missouri August 23, 2002 15 REPORT OF INDEPENDENT ACCOUNTANTS To The Board of Directors GFSI Holdings, Inc. In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of changes in stockholders' equity (deficiency) and of cash flows present fairly, in all material respects, the financial position of GFSI Holdings, Inc. and its subsidiaries at June 29, 2001, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Kansas City, Missouri September 12, 2001 16 INDEPENDENT AUDITORS' REPORT Board of Directors GFSI Holdings, Inc. and subsidiary Lenexa, Kansas We have audited the accompanying consolidated balance sheet (not presented herein) of GFSI Holdings, Inc. and subsidiaries ("Holdings") as of June 30, 2000 and the related consolidated statements of operations, stockholders' equity (deficiency) and cash flows for the year then ended. These consolidated financial statements are the responsibility of Holdings' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with auditing standards general accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Holdings as of June 30, 2002 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. DELOITTE & TOUCHE LLP Kansas City, Missouri September 8, 2000 17 GFSI HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
JUNE 29, JUNE 29, 2002 2001 -------- -------- ASSETS Current assets: Cash and cash equivalents........................................ $ 328,330 $ 5,323,536 Accounts receivable, net of allowance for doubtful accounts of $766,557 and $696,988 at June 29, 2002 and June 29, 2001...... 32,626,431 22,694,322 Inventories, net................................................. 45,728,918 37,735,617 Income tax receivable............................................ 284,183 1,690,907 Deferred income taxes............................................ 844,513 910,828 Prepaid expenses and other current assets........................ 1,268,478 1,143,310 -------------- -------------- Total current assets.......................................... 81,080,853 69,498,520 Property, plant and equipment, net.................................... 19,670,864 18,574,473 Other assets: Deferred financing costs, net of accumulated amortization of $3,683,770 and $5,141,940 at June 29, 2002 and June 29, 2001.. 4,062,548 5,409,083 Other............................................................. 1,010,268 2,006,082 -------------- -------------- 5,072,816 7,415,165 -------------- -------------- Total assets.................................................. $ 105,824,533 $ 95,488,158 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities: Accounts payable.................................................. $ 12,010,292 $ 12,777,790 Accrued interest expense.......................................... 4,364,497 3,774,778 Accrued expenses.................................................. 5,983,235 5,895,123 Current portion of long-term debt................................. 177,087 6,699,631 -------------- -------------- Total current liabilities.................................... 22,535,111 29,147,322 Deferred income taxes.................................................. 699,338 1,189,369 Long-term debt, less current portion .................................. 241,120,210 221,728,746 Other long-term obligations............................................ 526,804 526,804 Redeemable preferred stock............................................. 5,405,391 5,145,212 Commitments and contingencies (note 2 and 5)........................... Stockholders' equity (Deficiency): Series A common stock, $.01 par value, 1,105 shares authorized, 1,000 shares issued at June 29, 2002 and June 29, 2001....... 10 10 Series B common stock, $.01 par value, 1,000 shares authorized, 1,000 shares issued at June 29, 2002 and June 29, 2001....... 10 10 Additional paid-in capital....................................... 199,980 199,980 Accumulated deficiency........................................... (164,651,069) (162,442,293) Treasury stock, at cost (152.5 and 100 Series A shares at June 29, 2002 and June 29, 2001, respectively)............... (11,252) (7,002) -------------- -------------- Total stockholders' equity (deficiency)...................... (164,462,321) (162,249,295) -------------- -------------- Total liabilities and stockholders' equity (deficiency) $ 105,824,533 $ 95,488,158 ============== ============== See Notes to Consolidated Financial Statements.
18 GFSI HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED ------------------------------------------------------- JUNE 29, JUNE 29, JUNE 30, 2002 2001 2000 -------- -------- -------- Net sales.................................................... $ 197,249,505 $ 185,304,630 $ 205,500,222 Cost of sales................................................ 123,622,656 114,578,443 126,173,741 ---------------- --------------- -------------- Gross profit....................................... 73,626,849 70,726,187 79,326,481 Operating expenses: Selling ................................................ 24,582,462 22,303,126 23,293,887 General and administrative.............................. 26,350,017 26,387,951 24,808,927 Restructuring costs..................................... -- 836,291 -- Acquisition of business................................. -- 1,110,331 -- Gain on disposition of business......................... -- (629,787) -- ---------------- --------------- -------------- 50,932,479 50,007,912 48,102,814 ---------------- --------------- -------------- Operating income................................... 22,694,370 20,718,275 31,223,667 Other income (expense): Interest expense........................................ (24,674,443) (24,655,958) (24,821,625) Other ................................................ 20,877 414,320 211,279 ---------------- --------------- -------------- (24,653,566) (24,241,638) (24,610,346) ---------------- --------------- -------------- Income (loss) before income taxes............................ (1,959,196) (3,523,363) 6,613,321 Income tax (expense) benefit................................. 764,135 1,482,981 (2,614,146) ---------------- --------------- -------------- Net income (loss) before extraordinary item.................. (1,195,061) (2,040,382) 3,999,175 Extraordinary item, net of tax benefit....................... (606,298) -- -- ---------------- --------------- -------------- Net income (loss)....................................... (1,801,359) (2,040,382) 3,999,175 Preferred stock dividends.................................... (407,417) (412,299) (421,353) ---------------- --------------- -------------- Net income (loss) attributable to common shareholders...................................... $ (2,208,776) $ (2,452,681) $ 3,577,822 ================ =============== ============== See notes to consolidated financial statements.
19 GFSI HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) YEARS ENDED JUNE 29, 2002, JUNE 29, 2001, AND JUNE 30, 2000
SERIES A SERIES B ADDITIONAL COMMON COMMON PAID-IN ACCUMULATED TREASURY STOCK STOCK CAPITAL DEFICIENCY STOCK TOTAL -------- -------- ---------- ----------- -------- ----- Balance, July 2 1999 $ 10 $ 10 $199,980 $(163,567,434) $ (501) $(163,367,935) Net income................ 3,999,175 3,999,175 Accrued dividends on redeemable preferred stock..................... (421,353) (421,353) Treasury stock purchase... (1,701) (1,701) ------- -------- -------- -------------- --------- -------------- Balance, June 30, 2000...... 10 10 199,980 (159,989,612) (2,202) (159,791,814) Net loss.................. (2,040,382) (2,040,382) Accrued dividends on redeemable preferred stock..................... (412,299) (412,299) Treasury stock purchase... (4,800) (4,800) ------- -------- -------- -------------- ---------- -------------- Balance, June 29, 2001...... 10 10 199,980 (162,442,293) (7,002) (162,249,295) Net loss.................. (1,801,359) (1,801,359) Accrued dividends on redeemable preferred stock..................... (407,417) (407,417) Treasury stock purchase... (4,250) (4,250) ------- -------- -------- -------------- ---------- -------------- Balance, June 29, 2002...... $ 10 $ 10 $199,980 $(164,651,069) $ (11,252) $(164,462,321) ======= ======= ======== ============== ========== ============== See notes to consolidated financial statements.
20 GFSI HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED ------------------------------------------------ JUNE 29, 2002 JUNE 29, 2001 JUNE 30, 2000 ------------- ------------- ------------- Cash flows from operating activities: Net income (loss)........................................................ $ (1,801,359) $ (2,040,382) $ 3,999,175 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation........................................................... 3,094,579 3,045,912 3,235,324 Amortization of deferred financing costs............................... 1,178,892 1,215,214 1,181,977 Amortization of other intangibles...................................... 1,000,000 -- -- Gain on disposition of business........................................ -- (629,787) -- (Gain) loss on sale or disposal of property, plant and equipment....... (1,561) (99,015) 56,545 Deferred income taxes.................................................. (423,716) 156,388 534,079 Accretion of discount on long-term debt................................ 8,901,013 7,968,787 7,134,194 Extraordinary loss on early extinguishment of debt..................... 993,899 -- -- Changes in operating assets and liabilities: Accounts receivable, net............................................... (9,932,110) 5,109,405 (1,420,388) Inventories, net....................................................... (7,993,301) 8,498,301 (3,816,043) Prepaid expenses, other current assets and other assets................ (129,353) (113,918) (76,255) Income tax receivable.................................................. 1,406,724 (1,998,823) 307,915 Accounts payable, accrued expenses and other long-term obligations..... (3,949) 1,434,463 (3,920,224) -------------- ------------ ------------ Net cash provided by (used in) operating activities.............. (3,710,242) 22,546,545 7,216,299 -------------- ------------ ------------ Cash flows from investing activities: Proceeds from sales of property, plant and equipment.................. 13,600 202,919 61,489 Purchases of property, plant and equipment............................ (4,203,011) (1,787,532) (1,998,240) Proceeds from disposition of business................................. -- 2,672,458 -- Acquisition of business............................................... -- (9,500,000) -- -------------- ------------ ------------ Net cash used in investing activities............................ (4,189,411) (8,412,155) (1,936,751) -------------- ------------ ------------ Cash flows from financing activities: Net changes to revolving credit agreement borrowings.................. 30,527,000 -- -- Issuance of long-term debt........................................... 300,000 -- -- Payments on long-term debt............................................ (26,859,092) (15,061,032) (14,035,648) Cash paid for financing costs......................................... (911,973) (189,922) -- Redemption of preferred stock......................................... (799,616) (173,987) (59,703) Seller financing for acquisition of business.......................... -- 5,158,000 -- Proceeds from sale of stock........................................... 652,378 -- -- Treasury stock purchase............................................... (4,250) (4,800) (1,701) -------------- ------------ ------------ Net cash provided by (used in) financing activities 2,904,447 (10,271,741) (14,097,052) -------------- ------------ ------------ Net increase (decrease) in cash and cash equivalents (4,995,206) 3,862,649 (8,817,504) Cash and cash equivalents Beginning of period................................................... 5,323,536 1,460,887 10,278,391 -------------- ------------ ------------ End of period......................................................... $ 328,330 $ 5,323,536 $ 1,460,887 ============== ============ ============ Supplemental cash flow information: Interest paid.................................................... $ 14,004,814 $15,697,623 $16,329,449 ============== ============ ============ Income taxes paid (refunded)..................................... $ (2,391,366) $ 359,451 $ 1,530,298 ============== ============ ============ Supplemental schedule of non-cash investing and financing activities: Accrual of preferred stock dividends................................... $ 407,417 $ 412,299 $ 421,353 ============== ============ ============ Equipment purchased under capital lease................................ $ -- $ 93,920 $ 468,338 ============== ============ ============ See notes to consolidated financial statements.
21 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 29, 2002, JUNE 29, 2001 AND JUNE 30, 2000 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS--GFSI Holdings, Inc. ("Holdings" or the "Company") through its wholly-owned subsidiary, GFSI, Inc. ("GFSI") is a leading designer, manufacturer and marketer of high quality, custom designed sportswear and activewear bearing names, logos and insignia of resorts, corporations, colleges and professional sports organizations. The Company's customer base is spread throughout the United States. PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include the accounts of Holdings and its wholly-owned subsidiary, GFSI. All significant intercompany accounts and transactions have been eliminated. FISCAL YEAR--The Company utilizes a 52/53 week fiscal year which ends on the Saturday nearest June 30. The twelve month periods ended June 29, 2002, June 29, 2001 and June 30, 2000, each contain 52 weeks. 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. CASH AND CASH EQUIVALENTS--The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. 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. 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. The Company also records changes in valuation allowances due to changes in its operating strategy, such as the discontinuances of certain product lines and other merchandising decisions related to changes in demand. It is possible that further changes in required inventory allowances may be necessary in the future as a result of market conditions and competitive pressures. Inventories consist primarily of non-decorated apparel ("blanks"). Included in inventories are markdown allowances of $507,000 and $1,174,000 at June 29, 2002 and June 29, 2001 respectively. PROPERTY, PLANT AND EQUIPMENT--Property, plant and equipment are recorded at cost. Major renewals and betterments that extend the life of the asset are capitalized; other repairs and maintenance are expensed when incurred. Depreciation and amortization are provided for on the straight-line method over the following estimated useful lives: Buildings and improvements............................ 40 years Furniture and fixtures................................ 3-10 years LONG-LIVED ASSETS-- The Company, using its best estimates based on reasonable and supportable assumptions and projections, reviews for impairment its long-lived assets and certain identifiable intangibles to be held and used whenever events or changes in circumstance indicate that the carrying amount of its assets might not be recoverable. The Company has concluded no financial statement adjustment is required. DEFERRED FINANCING COSTS--Deferred financing costs are amortized using the straight-line method over the shorter of the terms of the related loans or the period such loans are expected to be outstanding. Amortization of deferred financing costs is included in interest expense. 22 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ADVERTISING COSTS-- All costs related to advertising the Company's products are expensed in the period incurred. Advertising expenses totaled $1,537,768, $1,811,190 and $1,676,842 for the years ended June 29, 2002, June 29, 2001 and June 30, 2000, respectively. INCOME TAXES-- The Company accounts for income taxes using the liability method in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109. The liability method provides that deferred tax assets and liabilities are recorded based on the difference between tax basis of assets and liabilities and their carrying amount for financial reporting purposes, as measured by the enacted tax rates which will be in effect when these differences are expected to reverse. USE OF ESTIMATES--The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. SEGMENT INFORMATION-- No single customer represents ten percent or more of consolidated net sales. In addition, substantially all of the Company's net sales are derived from sources within the United States of America and substantially all of its assets are located within the United States of America. NEW ACCOUNTING STANDARDS--The FASB's Emerging Issues Task Force ("EITF") released its consensus No. 00-22, "Accounting for 'Points' and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Free Products or Services to be Delivered in the Future" and consensus No. 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products". The consensus' concluded that consideration from a vendor to a reseller of the vendor's products is generally presumed to be an adjustment to the selling prices of the vendor's products and, therefore, should be classified as a reduction of revenue. The Company implemented both of these pronouncements during fiscal 2002, and as a result, decreased net sales by $.9 million and $1.2 million for fiscal 2001 and 2000, respectively, to reclassify certain customer incentive programs and volume rebates that had previously been recorded as operating expenses. The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets", in fiscal 2002. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001, and contains certain transition provisions, that apply to purchase method business combinations with an acquisition date before July 1, 2001. SFAS No. 142 addresses the financial accounting and reporting for goodwill and other intangible assets acquired in a business combination after they have been initially recognized in the financial statements, eliminates amortization of goodwill, and requires that goodwill be tested for impairment at least annually. The adoption of SFAS No. 141 and SFAS No. 142 did not have an impact on the Company's consolidated financial statements. In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145 "Rescission of FASB Statements Nos. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". The new standard eliminates the requirement to classify all gains and losses related to debt extinguishments as extraordinary items. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet the criteria in Accounting Principles Board ("APB") Opinion No. 30 for classification as an extraordinary item shall be reclassified. Applying the provisions of APB No. 30 will distinguish transactions that are part of an entity's recurring operations from those that are unusual or infrequent or that meet the criteria for classification as an extraordinary item. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. The Company will adopt SFAS No. 145 in the first quarter of fiscal 2003, and will reclassify the 2002 extraordinary loss on extinguishment of debt as other income (expense) in accordance with the transition provisions of SFAS No. 145. It is anticipated that net income, shareholders equity or cash flows will not be impacted by this new standard. RECLASSIFICATIONS-- Certain reclassifications have been made to the fiscal 2001 and 2000 consolidated financial statements to conform to the fiscal 2002 presentation. 23 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. RESTRUCTURING, ACQUISITION AND DISPOSITION During fiscal 2001, the Company recorded $836,291 in severance and employee termination benefits related to the execution of a restructuring plan that eliminated approximately 50 positions. On April 20, 2001, the Company signed a Stock Purchase Agreement to purchase 100% of the issued and outstanding stock of Champion Products, Inc. ("CPI" or "Champion") through a wholly-owned subsidiary, CC Products, Inc. ("CCP"), and on June 25, 2001 the transaction closed. The Company paid approximately $9.5 million for the common stock of CPI and a non-competition agreement which was payable in four installments through October 1, 2001. In addition, the Company entered into a 15 year License Agreement (the "License Agreement") with Sara Lee Corporation (the former parent company of CPI) for the exclusive use of the Champion logo and related trademarks on certain products sold beginning July 1, 2001. Under the License Agreement, the Company will pay a royalty to Sara Lee Corporation based upon net sales beginning in fiscal 2004. The royalty rate ranges from 3% to 6% of net sales from years 3 to 15 of the License Agreement. The License Agreement provides for guaranteed minimum royalties of $1 million per year in years 3 and 4 of the License Agreement. CCP was designated a restricted subsidiary under the Senior Subordinated Notes and executed a guaranty for that debt instrument in June 2001. The Company used the purchase method of accounting to record this transaction as follows: Inventory $ 7,250,000 Other long-term asset acquired 500,000 Non-competition agreement 2,000,000 Deferred tax liability (195,000) ------------ $ 9,555,000 During fiscal 2002 CCP had sales of $43.4 million and produced an operating contribution of $7.7 million. CCP had no sales and incurred $1,110,331 of preparatory and integration costs in fiscal 2001. Unaudited pro-forma consolidated results of operations for the years ended June 30, 2000 and June 29, 2001, as if the Company had acquired Champion as of the beginning of each year, follow. The pro-forma results include estimates and assumptions which management believes are reasonable and exclude the $1,110,331 of non-recurring preparatory and integration costs incurred in fiscal 2001 related to the acquisition. However, pro-forma results are not necessarily indicative of the results which would have occurred if the acquisition had occurred as of the beginning of the periods indicated. 24 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PRO-FORMA SUPPLEMENTAL DATA (UNAUDITED) YEARS ENDED ------------------------------- JUNE 29, 2001 JUNE 30, 2000 ------------- ------------- Net sales....................................... $226,959,327 $249,589,000 Operating income................................ 24,414,606 32,323,667 Net income (loss)............................... (30,481) 4,505,475 Net income (loss) attributable to common shareholders............................... (442,780) 4,084,122 On June 29, 2001, the Company sold the assets related to its Tandem Marketing business for approximately $2.7 million in cash, net of closing costs, and the buyer's assumption of $1.2 million in Tandem related liabilities. The Company recognized a $629,787 gain on the sale of Tandem Marketing. Tandem Marketing had revenues of $11.7 million and $13.5 million for the fiscal years ended June 29, 2001, and June 30, 2000, respectively. Tandem Marketing had operating income of $.5 million and $1.9 million for the fiscal years ended June 29, 2001, and June 30, 2000, respectively. 3. PROPERTY, PLANT AND EQUIPMENT
JUNE 29, 2002 JUNE 29, 2001 ------------- ------------- Land........................................................... $ 2,455,373 $ 2,455,373 Buildings and Improvements..................................... 21,648,710 21,004,636 Furniture and Fixtures......................................... 19,461,891 18,285,124 ------------ ------------- 43,565,974 41,745,133 Less: accumulated depreciation................................. 25,928,438 23,202,103 ------------ ------------- 17,637,536 18,543,030 Construction in progress....................................... 2,033,328 31,443 ------------ ------------- $ 19,670,864 $ 18,574,473 ============ ============= Assets under capital leases were summarized as follows: JUNE 29, 2002 JUNE 29, 2001 -------------- ------------- Furniture and fixtures ........................................ $ 571,264 $ 565,777 Less: accumulated amortization................................. 255,426 143,383 ------------- ------------- Net assets under capital lease................................. $ 315,838 $ 422,394 ============= =============
25 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following are the minimum lease payments that will be made in each of the years indicated based on capital and operating leases in effect as of June 29, 2002: Fiscal Year: CAPITAL OPERATING ------- --------- 2003........................................ $ 105,069 $ 734,856 2004........................................ 97,765 562,039 2005........................................ 95,527 127,832 2006........................................ 9,846 37,755 2007........................................ -- -- ---------- ----------- Total minimum lease payments................ 308,207 $ 1,462,482 =========== Amount representing interest................ (39,881) ---------- Present value of minimum lease payments..... $ 268,326 ========== Rental expense for all operating leases aggregated $726,516, $598,349 and $659,338 in fiscal years 2002, 2001 and 2000, respectively. It is anticipated that leases that expire will be renewed or replaced, and future lease commitments are not expected to aggregate less than the amount shown in fiscal 2003. 4. LONG-TERM DEBT AND CREDIT AGREEMENT Long-term debt consists of:
JUNE 29, JUNE 29, 2002 2001 ------------- ------------- Senior Subordinated Notes, 9.625% interest rate, due 2007....................... $ 125,000,000 $ 125,000,000 Revolving Bank Credit Agreement, variable interest rate, due 2005............... 30,527,000 -- Term Loan A, variable interest rate, 7.5% at June 29, 2001, due 2002.................................................. -- 11,053,395 Term Loan B, variable interest rate, 8.0% at June 29, 2001, due 2004.................................................. -- 15,604,794 Subordinated Discount Notes, 11.375% interest rate, due 2009.................... 84,987,957 76,086,944 Mortgage payable to the City of Bedford, Iowa, 7.60% interest rate.............. 219,293 275,957 Capital lease obligations....................................................... 268,326 407,287 Other........................................................................... 294,721 -- ------------- ------------- 241,297,297 228,428,377 Less current portion............................................................ 177,087 6,699,631 ------------- ------------- $ 241,120,210 $ 221,728,746 ============= =============
During the third quarter of fiscal 2002 the Company replaced its existing bank Credit Agreement by entering into a Revolving Bank Credit Agreement ("RBCA") with a group of financial institutions to provide a revolving line of credit which matures in January 2005. Proceeds from borrowings under the replacement RBCA were used to retire the Company's existing bank debt which was comprised of both term loans and revolving debt. The Company incurred fees and expenses totaling approximately $906,000 to close the credit facility. The RBCA provides for borrowings on a revolving basis of up to $65 million at an interest rate based upon LIBOR or prime. The weighted average interest rate in effect at June 29, 2002 was 4.7%. In addition, the RBCA provides for the issuance of letters of credit on behalf of the Company. At June 29, 2002 the Company had $8.8 million in letters of credit outstanding and $23.2 million in unused borrowing availability under the RBCA. At June 29, 2001 the Company had $26.7 million in borrowings and $8.2 million in letters of credit outstanding under the previous bank Credit Agreement. 26 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The RBCA is secured by substantially all of GFSI's assets and is guaranteed by GFSI's wholly-owned subsidiaries and Holdings. Borrowings under the RBCA are subject to certain restrictions and covenants. GFSI is limited with respect to paying dividends and distributions (except certain permitted distributions to Holdings), the incurrence of certain debt, the incurrence of certain liens, and restricted regarding certain consolidations, mergers and business combinations, asset acquisitions and dispositions. The RBCA requires the Company, among other things, to maintain a minimum fixed charge coverage ratio as defined in the RBCA. At the most restrictive level, the Company must maintain a fixed charge coverage ratio of 1.15 to 1.0. As of June 29, 2002, the Company was in compliance with the restrictions and covenants of the RBCA. On February 27, 1997, GFSI issued the 9.625% Senior Subordinated Notes due 2007 (the "Senior Subordinated Notes") in the aggregate principal amount of $125,000,000. Interest on the Senior Subordinated Notes is payable semi-annually in cash in arrears on September 1 and March 1 each year. The Senior Subordinated Notes mature on March 1, 2007 and are redeemable, in whole or in part, at the option of the Company at any time on or after March 1, 2002 at the redemption prices listed below: YEAR PERCENTAGE ---- ---------- 2002............................................. 104.813% 2003............................................. 103.208 2004............................................. 101.604 2005 and thereafter.............................. 100.000 Upon the occurrence of a change of control, GFSI will be required, subject to certain conditions, to make an offer to purchase the Senior Subordinated Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the date of purchase. The Senior Subordinated Notes are publicly traded over the counter. At June 29, 2002, the quoted market price for the Senior Subordinated Notes was 85/100. At June 29, 2002, the Senior Subordinated Notes estimated fair value approximated $106,250,000. The Senior Subordinated Notes are senior unsecured obligations of GFSI and pursuant to the terms of the Senior Subordinated Notes indenture, rank pari passu in right of payment to any future subordinated indebtedness of GFSI, and effectively rank junior to secured indebtedness of GFSI, including borrowings under the RBCA. The Senior Subordinated Notes Indenture includes covenants that, among other things, limit payments of dividends and other restricted payments and the incurrence of additional indebtedness. As of June 29, 2002, the Company was in compliance with all such covenants. The Subordinated Discount Notes were issued in 1997 to repay $25.0 million of Holdings' Subordinated Notes and $25.0 million of Holdings' Preferred Stock and accrued dividends. The Subordinated Discount Notes accrue interest at a rate of 11.375% compounded semi-annually to an aggregate principal amount of $108.5 million at September 15, 2004. Thereafter, the Subordinated Discount Notes 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. Holdings will be dependent on GFSI to provide funds to service the indebtedness. 27 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Interest on the Subordinated Discount Notes is an unsecured obligation of Holdings and pursuant to the terms of the Subordinated Discount Notes, effectively rank junior to the unsecured debt of GFSI, including the Senior Subordinated Notes, and the secured indebtedness of GFSI, including borrowings under the RBCA. The Subordinated Discount Notes include certain affirmative and negative covenants. As of June 29, 2002, the Company was in compliance with all such covenants. The Subordinated Discount Notes are publicly traded over the counter. At June 29, 2002, the quoted market price for the Subordinated Discount Notes was 35/100. At June 29, 2002, the Subordinated Discount Notes estimated fair value approximated $29,746,000. On June 1, 1998, GFSI purchased a building and land in Bedford, Iowa for approximately $428,000 in the form of a mortgage note payable at $6,325 per month from July 1998 through June 2004 with a lump sum payment of $97,600 in June 2004. The note payable to the City of Bedford, Iowa is secured by the property mortgaged. Aggregate maturities of the Holdings' long-term debt as of June 29, 2002 are as follows: YEAR ---- 2003....................................... $ 177,087 2004....................................... 261,528 2005....................................... 30,643,110 2006....................................... 37,663 2007....................................... 125,029,380 Thereafter................................. 85,148,529 ------------ Total $241,297,297 ============ 5. COMMITMENTS AND CONTINGENCIES The Company, in the normal course of business, is 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. Various state and local taxing authorities have examined, or are in the process of examining the Company's sales and use tax returns. The Company has reviewed the status and the results of such examinations, including the methods used by certain state taxing authorities in calculating the sales tax assessments and believes that it has accrued an amount adequate to cover the assessments. 6. REDEEMABLE PREFERRED STOCK The holders of Preferred Stock are entitled to annual dividends of $120 per share. The dividend has been accrued annually and the annual payment deferred since 1997. Mandatory redemption of Preferred Stock at $1,000 per share plus accrued and unpaid dividends is to occur on March 1, 2009. 28 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Redeemable preferred stock consists of the following: JUNE 29, JUNE 29, 2002 2001 ----------- ----------- Series A 12% Cumulative Preferred Stock, $0.1 par value 1,503 and 1,597 shares outstanding at June 29, 2002 and June 29, 2001, respectively.................................. $ 2,479,604 $ 2,437,697 Series B 12% Cumulative Preferred Stock, $0.1 par value, 1,445 shares outstanding at June 29, 2002 and June 29, 2001................................................ 2,383,975 2,206,120 Series C 12% Cumulative Preferred Stock, $0.1 par value, 329 shares outstanding at June 29, 2002 and June 29, 2001. .............................................. 541,812 501,395 ----------- ----------- $ 5,405,391 $ 5,145,212 =========== ===========
7. PROFIT SHARING AND 401(K) PLAN The Company has a defined contribution (401k) plan which includes employee directed contributions with an annual Company matching contribution of 50% on up to 4% of a participant's annual compensation. In addition, the Company may make additional profit sharing contributions at the discretion of the Board of Directors. Participants exercise control over the assets of their account and choose from a broad range of investment alternatives. Contributions made by the Company to the plan related to the 401(k) match and profit sharing portions totaled $528,313, $616,756 and $716,624 for the years ended June 29, 2002, June 29, 2001 and June 30, 2000, respectively. 8. INCOME TAXES The provisions for income taxes for the years ended June 29, 2002, June 29, 2001 and June 30, 2000 consist of the following:
JUNE 29, JUNE 29, JUNE 30, 2002 2001 2000 -------------- ------------- ------------ Current income tax provision (benefit)...................... $ (1,115,619) $ (1,639,369) $ 2,080,067 Deferred income tax provision (benefit)..................... (36,116) 156,388 534,079 -------------- ------------- ----------- Total income tax provision (benefit)................... $ (1,151,735) $ (1,482,981) $ 2,614,146 ============== ============= =========== Allocated to: Operating activities...................................... $ (764,135) $ (1,482,981) $ 2,614,146 Extraordinary loss........................................ (387,600) -- -- -------------- ------------- ----------- Total income tax provision............................... $ (1,151,735) $ (1,482,981) $ 2,614,146 ============== ============= ===========
The income tax provisions from operating activities differ from amounts computed at the statutory federal year ended income tax rate as follows:
JUNE 29, 2002 JUNE 29, 2001 JUNE 30, 2000 -------------- ------------- ------------- AMOUNT % AMOUNT % AMOUNT % ---------- ------- ------------ ------ ---------- ----- Income tax provision (benefit) at the statutory rate... $(685,719) (35.0)% $(1,233,177) (35.0)% $2,248,529 34.0% Effect of state income taxes, net of federal benefit... (70,696) (3.6) (163,183) (4.6) 342,044 5.2 Other.................................................. (7,720) (.4) (86,621) (2.5) 23,573 .3 ---------- ------- ------------ ------- ---------- ----- $(764,135) (39.0)% $(1,482,981) (42.1)% $2,614,146 39.5% ========== ======= ============ ======= ========== =====
29 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. The sources of the differences that give rise to the deferred income tax assets and liabilities as of June 29, 2002 and June 29, 2001, along with the income tax effect of each, were as follows:
JUNE 29, 2002 JUNE 29, 2001 ------------- ------------- DEFERRED INCOME TAX DEFERRED INCOME TAX --------------------- --------------------- ASSETS LIABILITIES ASSETS LIABILITIES ----------- ----------- ----------- ----------- Allowance for doubtful accounts ............................... $ 298,957 $ -- $ 271,825 $ -- Property, plant, and equipment................................. -- 1,037,903 -- 1,031,191 Accrued expenses............................................... 345,574 -- 779,277 -- Deferred financing costs....................................... -- -- -- 523,975 Other assets, non current...................................... 338,000 -- -- -- Other.......................................................... 348,315 147,768 369,697 144,174 ---------- ---------- ---------- ---------- Total.......................................................... $1,330,846 $1,185,671 $1,420,799 $1,699,340 ========== ========== ========== ==========
9. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS Statements of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments, requires that GFSI disclose estimated fair values for its financial instruments which include cash and cash equivalents, accounts receivables, short-term borrowings, accounts payables, long-term debt. CASH AND CASH EQUIVALENTS--The carrying amount reported on the balance sheet represents the fair value of cash and cash equivalents. ACCOUNTS RECEIVABLE--The carrying amount of accounts receivable approximates fair value because of the short-term nature of the financial instruments. ACCOUNTS PAYABLE--The carrying amount of accounts payable approximates fair value because of the short-term nature of the financial instruments. LONG-TERM DEBT-- Current market values, if available, are used to determine fair values of debt issues with fixed rates. The carrying value of floating rate debt is a reasonable estimate of its fair value because of the short-term nature of its pricing. The following summarizes the estimated fair value of financial instruments, by type:
JUNE 29, 2002 JUNE 29, 2001 ------------------ ------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE -------- ----- -------- ------ Assets and liabilities: Cash and cash equivalents....................... $ 328,330 $ 328,330 $ 5,323,536 $ 5,323,536 Accounts receivable............................. 32,626,431 32,626,431 22,694,322 22,694,322 Accounts payable................................ 12,010,292 12,010,292 12,777,790 12,777,790 Long-term debt.................................. 241,297,297 167,305,340 228,428,377 143,754,000
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. 30 GFSI HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. RELATED PARTY TRANSACTIONS The Jordan Company Management Corporation has an agreement to render services to the Company including consultation on its financial and business affairs, its relationship with its lenders and stockholders, and the operation and expansion of its business. The agreement will renew for successive one year terms unless either party, within 60 days prior to renewal, elects to terminate the agreement. The Company incurred consulting fees totaling $500,000, $440,000 and $365,000 for years ended June 29, 2002, June 29, 2001 and June 30, 2000, respectively. Holdings has a non-competition agreement with a shareholder and an officer. In exchange for the covenant not to compete, the shareholder will be paid $250,000 per annum for a period of ten years. For each of the years ended, June 29, 2002, June 29, 2001 and June 30, 2001, $250,000 of expense related to this agreement was included in general and administrative expenses. The Company has employment agreements with Robert M. Wolff, Chairman and Chief Executive Officer, a Director and a stockholder of the Company. The terms of the employment agreements provide for Mr. Wolff to serve as Chairman of the Company in exchange for a base salary and other employee benefits through 2016. Under the terms of the employment agreements, Mr. Wolff received an annual salary of approximately $195,000, $209,000, and $145,000, and use of a Company vehicle for the years ended June 29, 2002, June 29, 2001 and June 30, 2000, respectively. 11. STOCK OPTIONS The Board of Directors' grant stock options to certain officers on a discretionary basis. The grants are in the combined form of Class A common and Class A preferred shares. The grant price of the option is generally determined by a formula which places a nominal value on the Class A common share and a par plus accrued and unpaid dividend value on the Class A preferred shares. Management believes this formula reasonably approximates fair value. The Company's stock is not publicly traded and has no quoted per share value. The Company recognizes compensation expense to the extent an option is granted for an exercise price that is less than the formula value at the date of the grant. At June 29, 2002, options to purchase combined share units of 50 Class A common shares and 89 Class A preferred shares were outstanding at a combined aggregate exercise price of $115,622 or an average combined share unit price of $2,312. The options vest through October 1, 2003, and expire through October 1, 2004. Options for 10 combined share units were exercisable at June 29, 2002. The Company recorded approximately $29,000 in compensation expense during fiscal 2002 related to grants made at combined unit share prices below the formula value. The Company follows APB Opinion 25 to account for stock options granted to employees. Had the Company accounted for its stock options granted to employees under FASB Statement 123, the effect would have been insignificant. 12. EXTRAORDINARY ITEM In March 2002, the Company entered into a $65 million bank credit facility and repaid its existing $40 million bank credit facility ahead of its scheduled expiration. An approximately $606,000 extraordinary loss, net of related tax benefits, was recorded in the third quarter of fiscal 2002 to write off deferred debt origination costs related to the previous bank facility. 31 INDEPENDENT AUDITORS' REPORT To the Board of Directors GFSI Holdings, Inc. We have audited the consolidated financial statements of GFSI Holdings, Inc. and subsidiaries as of June 29, 2002, and for the year ended June 29, 2002, and have issued our report thereon dated August 23, 2002. In connection with our audit of the aforementioned consolidated financial statements, we also audited the financial statement schedule as of June 29, 2002 and for the year ended June 29, 2002. The financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audit. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ KPMG LLP Kansas City, Missouri August 23, 2002 32 INDEPENDENT AUDITORS' REPORT To the Board of Directors GFSI Holdings, Inc. Our audit of the accompanying consolidated financial statements of GFSI Holdings, Inc. and subsidiaries referred to in our report dated September 12, 2001 also included an audit of the financial statement schedule which follows. In our opinion, the financial statement schedule presents fairly in all material respects, the information set forth therein, when read in conjunction with the related consolidated financial statements. /s/ PricewaterhouseCoopers LLP Kansas City, Missouri September 12, 2001 33 INDEPENDENT AUDITORS' REPORT Board of Directors GFSI Holdings, Inc. and subsidiary Lenexa, Kansas We have audited the consolidated financial statements of GFSI Holdings, Inc. and subsidiary as of June 30, 2000 and for the year then ended, and have issued our report thereon dated September 8, 2000. Our audit also included the financial statement schedule which follows as of June 30, 2000 and the year then ended. The financial statement schedule is the responsibility of management. Our responsibility is to express an opinion based on our audit. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Kansas City, Missouri September 8, 2000 34 SCHEDULE I GFSI HOLDINGS, INC. PARENT COMPANY ONLY BALANCE SHEETS JUNE 29, 2002 AND JUNE 29, 2001
JUNE 29, JUNE 29, 2002 2001 -------------- ------------ ASSETS - ------ Current assets: Cash.............................................................. $ 15,349 $ 14,682 Income tax receivable............................................. 5,371,305 1,889,615 ------------- ------------ 5,386,654 1,904,297 Deferred financing costs............................................... 189,180 215,577 ------------- ------------ Total Assets................................................. $ 5,575,834 $ 2,119,874 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) - ------------------------------------------------- Negative investment in GFSI, Inc....................................... 79,644,807 83,137,013 Long-term debt......................................................... 84,987,957 76,086,944 Redeemable preferred stock............................................. 5,405,391 5,145,212 Stockholders' deficiency: Common stock...................................................... 20 20 Accumulated deficiency............................................ (164,451,089) (162,242,313) Treasury stock, at cost (152.5 and 100 Series A shares at June 29, 2002 and June 29, 2001, respectively)................. (11,252) (7,002) -------------- -------------- Total stockholders' equity (deficiency)...................... (164,462,321) (162,249,295) -------------- -------------- Total liabilities and stockholders' equity (deficiency) $ 5,575,834 $ 2,119,874 ============== ==============
35 SCHEDULE I GFSI HOLDINGS, INC. PARENT COMPANY ONLY STATEMENTS OF OPERATIONS YEARS ENDED JUNE 29, 2002, JUNE 29, 2001 AND JUNE 30, 2000
YEARS ENDED ------------------------------------------------ JUNE 29, 2002 JUNE 29, 2001 JUNE 30, 2000 ------------- ------------- ------------- General and administrative expenses.................................... $ -- $ (9,600) $ (9,500) Interest expense....................................................... (8,927,411) (7,995,184) (7,160,591) -------------- ------------- ------------- Loss before income taxes and equity in net income of GFSI, Inc......... (8,927,411) (8,004,784) (7,170,091) Income tax benefit..................................................... 3,481,690 3,113,861 2,563,537 -------------- -------------- ------------ Loss before equity in net income of GFSI, Inc.......................... (5,445,721) (4,890,923) (4,606,554) Equity in net income of GFSI, Inc...................................... 3,644,362 2,850,541 8,605,729 -------------- -------------- ------------ Net income (loss)...................................................... (1,801,359) (2,040,382) 3,999,175 Preferred stock dividends.............................................. (407,417) (412,299) (421,353) -------------- -------------- ------------- Net income (loss) attributable to common shareholders.................. $ (2,208,776) $(2,452,681) $ 3,577,822 ============== ============ =============
36 SCHEDULE I GFSI HOLDINGS, INC. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 29, 2002, JUNE 29, 2001 AND JUNE 30, 2000
YEARS ENDED ------------------------------------------------ JUNE 29, 2002 JUNE 29, 2001 JUNE 30, 2000 ------------- ------------- ------------- Cash flows from operating activities: Net income (loss)........................................................ $ (1,801,359) $(2,040,382) $ 3,999,175 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity in net income of GFSI, Inc................................ (3,644,362) (2,850,541) (8,605,729) Distributions received from GFSI, Inc............................ 152,156 178,787 -- Amortization of deferred financing costs......................... 26,397 26,397 26,397 Amortization of discount on long-term debt....................... 8,901,013 7,968,787 7,134,194 Changes in: Income tax receivable...................................... (3,481,690) (1,889,615) 892,721 Accrued expenses and income taxes payable.................. -- (214,646) 214,646 Deferred income taxes...................................... -- -- -- ------------- ------------ ------------ Net cash provided by operating activities........... 152,155 1,178,787 3,661,404 ------------- ------------ ------------ Cash flows from financing activities: Capital contribution to GFSI, Inc................................... -- (1,000,000) (3,600,000) Redemption of preferred stock....................................... (799,616) (173,987) (59,703) Proceeds from sale of stock......................................... 652,378 -- -- Treasury stock purchase............................................. (4,250) (4,800) (1,701) ------------- ------------ ------------ Net cash used in financing activities.............. (151,488) (1,178,787) (3,661,404) ------------- ------------ ------------ Net increase in cash..................................................... 667 -- -- ------------- ------------ ------------ Cash, beginning of period................................................ 14,682 14,682 14,682 ------------- ------------ ------------ Cash, end of period...................................................... $ 15,349 $ 14,682 $ 14,682 ============= ============ ============ Supplemental schedule of non-cash financing activities: Accrual of preferred stock dividends................................ $ 407,417 $ 412,299 $ 421,353 ============= ============ ===========
37 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Registrant engaged KPMG LLP as its independent accountants as of May 28, 2002. The Registrant's audit committee recommended the change of independent accountants and the Board of Directors approved the decision to change independent accountants. During the two most recent fiscal years prior to the change and through May 28, 2002, the Registrant had not consulted with KPMG LLP regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements. In connection with its audit for the fiscal year ended June 29, 2001 and through May 28, 2002, there were no disagreement(s) with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS The following sets forth the names and ages of Holdings' directors and executive officers and the positions they hold as of the date of this annual report:
NAME AGE POSITION WITH COMPANY - ---- --- --------------------- Robert M. Wolff 67 Chief Executive Officer and Chairman of the Board of Directors Larry D. Graveel 53 President, Chief Operating Officer and Director J. Craig Peterson 50 Senior Vice President, Chief Financial Officer and Director Michael H. Gary 50 Senior Vice President, Sales Administration and Director A. Richard Caputo, Jr. 36 Director John W. Jordan II 54 Director David W. Zalaznick 48 Director
Set forth below is a brief description of the business experience of each director and executive officer of Holdings including each person's principal occupations and employment during the past five years, the name and principal business of any corporation or other organization in which such occupations and employment were carried on and whether such corporation or organization is a parent, subsidiary or other affiliate of the registrant. ROBERT M. WOLFF has served as Chairman of the Company since its inception in 1974. LARRY D. GRAVEEL has served as President since September 2000. He has served as a director of the Company since February 1997 and as Chief Operating Officer of the Company since 1999. Prior to that, Mr. Graveel served as a Senior Vice President, Merchandising from 1993 to 1999 and as a merchandising manager of the Company since 1984. J. CRAIG PETERSON has served as Senior Vice President and Chief Financial Officer of the Company since March 2001. Prior to that, Mr. Peterson served as Chief Financial Officer at eScout.com LLC (2000 - 2001), Chief Financial Officer at Gold Bancshares Corp. (1999 - 2000), and Chief Financial Officer at Unitog Company (1991 - 1998). Prior to those positions, Mr Peterson was a partner at KPMG LLP, a public accounting firm. MICHAEL H. GARY has served as Senior Vice President, Sales Administration of the Company since 1993. Prior to that, Mr. Gary held several management positions in sales administration with the Company since 1982. A. RICHARD CAPUTO, JR. has served as a director of the Company since February 1997. Mr. Caputo is a managing director of The Jordan Company, ("TJC") a private merchant banking firm, with which he has been associated since 1990. Mr. Caputo is also a director of AmeriKing, Inc. and Jackson Products, Inc. as well as other privately held companies. JOHN W. JORDAN II has served as a director of the Company since February 1997. Mr. Jordan has been a managing director of TJC since 1982. Mr. Jordan is also a director of Jordan Industries, Inc., Carmike Cinemas, Inc., American Safety Razor Company, Apparel Ventures, Inc., AmeriKing, Inc., Jordan Telecommunication Products, Inc., Motors and Gears, Inc., Jackson Products, Inc. and Rockshox, Inc. as well as other privately held companies. DAVID W. ZALAZNICK has served as a director of the Company since February 1997. Mr. Zalaznick has been a managing director of TJC since 1982. Mr. Zalaznick is also a director of Jordan Industries, Inc., Carmike Cinemas, Inc., American Safety Razor Company, Apparel Ventures, Inc., Marisa Christina, Inc., AmeriKing, Inc., Jordan Telecommunications Products, Inc., Motors and Gears, Inc. and Jackson Products, Inc. as well as other privately held companies. 38 STOCKHOLDERS AGREEMENT In connection with the Acquisition, Holdings, the Management Investors (as defined therein) and the Jordan Investors (as defined therein) entered into a subscription and stockholders agreement (the "Stockholders Agreement") which sets forth certain rights and restrictions relating to the ownership of Holdings stock and agreements among the parties thereto as to the governance of Holdings. The Stockholders Agreement contains material provisions which, among other things and subject to certain exceptions, including any restrictions imposed by applicable law or by the Company's debt agreements, (i) provide for put and call rights in the event a Stockholder (as defined therein) is no longer employed by the Company, (ii) restrict the ability of all Stockholders to transfer their respective ownership interests, other than with respect to transfers to Permitted Transferees (as defined therein), including rights of first refusal and tag along rights held by each of the remaining stockholders, (iii) grant drag along rights to Selling Stockholders (as defined therein) in which the holders of 75% or more of the common stock of Holdings who agree to transfer their stock in an arms-length transaction to a nonaffiliated party may require the remaining stockholders to sell their stock on the same terms and conditions and (iv) grant each Stockholder piggyback registration rights to participate in certain registrations initiated by the Company. The Stockholders Agreement also contains certain material governance provisions which, among other things, (i) provide for the election of three directors (the "Management Directors") nominated by the Management Investors, three directors (the "Jordan Directors") nominated by the Jordan Investors and one director nominated by the Stockholders, (ii) prohibit the removal of the Management Directors other than by the Management Investors or the Jordan Directors other than by the Jordan Investors and (iii) require the approval of at least five directors of certain fundamental transactions affecting Holdings or GFSI, including any proposed dissolution, amendment to the certificate of incorporation or by-laws or merger, consolidation or sale of all or substantially all of the assets of the Company. The provisions described under "Stockholders Agreement" represent all of the material provisions of such agreement. BOARD OF DIRECTORS Liability Limitation. The Certificate of Incorporation provides that a director of Holdings shall not be personally liable to it or its stockholders for monetary damages to the fullest extent permitted by the Delaware General Corporation Law. In accordance with the Delaware General Corporation Law, the Certificate of Incorporation does not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director for voting or assenting to an unlawful distribution, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. The Delaware General Corporation Law does not affect the availability of equitable remedies such as an injunction or rescission based upon a director's breach of his duty of care. Any amendment to these provisions of the Delaware General Corporation Law will automatically be incorporated by reference into the Certificate of Incorporation and the Bylaws, without any vote on the part of its stockholders, unless otherwise required. Indemnification Agreements. Simultaneously with the consummation of the acquisition of Winning Ways, Inc., Holdings and each of its directors entered into indemnification agreements. The indemnification agreements provide that Holdings will indemnify the directors against certain liabilities (including settlements) and expenses actually and reasonably incurred by them in connection with any threatened or pending legal action, proceeding or investigation (other than actions brought by or in the right of Holdings) to which any of them is, or is threatened to be, made a party by reason of their status as a director, officer or agent of Holdings, or serving at the request of Holdings in any other capacity for or on behalf of Holdings; provided that (i) such director acted in good faith and in a manner not opposed to the best interest of Holdings, (ii) with respect to any criminal proceedings had no reasonable cause to believe his or her conduct was unlawful, (iii) such director is not finally adjudged to be liable for negligence or misconduct in the performance of his or her duty to Holdings, unless the court views in light of the circumstances the director is nevertheless entitled to indemnification, and (iv) the indemnification does not relate to any liability arising under Section 16(b) of the Exchange Act, or the rules or regulations promulgated thereunder. With respect to any action brought by or in the right of Holdings, directors may also be indemnified to the extent not prohibited by applicable laws or as determined by a court of competent jurisdiction against expenses actually and reasonably incurred by them in connection with such action if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of Holdings. Director Compensation. Each director of Holdings receives $20,000 per year for serving as a director of Holdings. In addition, Holdings reimburses directors for their travel and other expenses incurred in connection with attending meetings of the Board of Directors. 39 ITEM 11 - EXECUTIVE COMPENSATION The following table sets forth information concerning the aggregate compensation paid and accrued to the Company's executive officers for services rendered to the Company during each of the three most recent fiscal years.
BOARD OF FISCAL DIRECTORS POSITION YEAR SALARY BONUS FEES (3) OTHER (2) - -------- ------ --------- ----- ---------- --------- Robert M. Wolff 2002 $ 195,354 -- $ 20,000 $257,014 Chairman and Chief Executive Officer 2001 209,005 -- 20,000 257,014 2000 144,837 -- 20,000 257,014 Larry D. Graveel 2002 350,727 -- 20,000 4,718 President 2001 311,931 -- 20,000 6,352 Chief Operating Officer 2000 190,000 35,000 20,000 10,533 J. Craig Peterson (1) 2002 250,666 -- 20,000 4,043 Senior Vice President and 2001 87,500 -- 10,000 -- Chief Financial Officer 2000 -- -- -- -- Michael H. Gary 2002 325,669 -- 20,000 9,531 Senior Vice President 2001 288,654 -- 10,000 10,152 2000 200,000 40,000 -- 9,633 Jim Malseed 2002 180,726 15,500 -- 11,125 Vice President/General Manager CCP 2001 59,712 -- -- 3,865 2000 -- -- -- --
(1) During fiscal 2002, the Company granted J. Craig Peterson options to purchase 45 shares of Class A Common Stock and 79.8 shares of Class A Preferred Stock. The options vest over a period of two years and were generally granted with an exercise price equal to the formula value at the date of grant. Management believes the formula value reasonably approximates fair value. As a portion of this grant 5 Class A Common shares and 8.87 shares of the Class A Preferred Stock were awarded to Mr. Peterson at a price lower than the formula value and, accordingly, the Company recorded $14,630 in compensation expense during fiscal 2002. (2) Other compensation for Robert M. Wolff includes $250,000 per annum paid under the Wolff Noncompetition Agreement which is described more fully in Item 13. Other compensation for Mr. Wolff and the remaining officers also includes Company contributions to the qualified 401(k) plan and vehicle reimbursement allowances. (3) Mr. Wolff, Mr. Graveel, Mr. Peterson and Mr. Gary each received compensation as members of the Board of Directors of GFSI Holdings, Inc. INCENTIVE COMPENSATION PLAN The Company adopted an incentive compensation plan (the "Incentive Plan"), for senior executives during the fiscal year ended July 3, 1998. The Incentive Plan provides for annual cash bonuses payable based on a percentage of EBIT (as defined in the Incentive Plan) if certain EBIT targets are met. 40 ITEM 12 - SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table below sets forth certain information regarding beneficial ownership of the common stock of Holdings held by (i) each of its directors and executive officers who own shares of common stock of Holdings, (ii) all directors and executive officers of Holdings as a group and (iii) each person known by Holdings to own beneficially more than 5% of its common stock. The Company believes that each individual or entity named has sole investment and voting power with respect to shares of common stock of Holdings as beneficially owned by them, except as otherwise noted.
AMOUNT OF BENEFICIAL OWNERSHIP(1) -------------------------- NUMBER OF PERCENTAGE SHARES OWNED ------ ---------- Executive Officers and Directors: Robert M. Wolff (2)(3)............................................ 60.0 3.3% Larry D. Graveel (2)(4)........................................... 225.0 12.4 Michael H. Gary (2)(5)............................................ 225.0 12.4 J. Craig Peterson (2)(6).......................................... 75.0 4.1 John W. Jordan II (7)(8).......................................... 78.3125 4.3 David W. Zalaznick (7)............................................ 78.3125 4.3 A. Richard Caputo, Jr. (7)........................................ 50.0 2.7 All directors and executive officers as a group (7 persons)....... 791.625 42.9 OTHER PRINCIPAL STOCKHOLDERS: JZ Equity Partners PLC (9)........................................ 500.0 27.5 Leucadia Investors, Inc. (10)..................................... 125.0 6.9
- ------------- (1) Calculated pursuant to Rule 13d-3(d) under the Exchange Act. Under Rule 13d-3(d), shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days after September 1, 2002 are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. As of September 1, 2002, there were 1,820 shares of common stock of Holdings issued and outstanding. (2) The address of each of Messrs. Wolff, Peterson, Graveel and Gary is c/o GFSI, Inc., 9700 Commerce Parkway, Lenexa, Kansas 66219. (3) All shares are held by the Robert M. Wolff Trust, of which Mr. Wolff is a trustee. (4) All shares are held by the Larry D. Graveel Revocable Trust, of which Mr. Graveel is a trustee. (5) 205 shares are held by Michael H. Gary Revocable Trust, of which Mr. Gary is a trustee. The remaining 20 shares are held in trust for family members of Mr. Gary. (6) 25 shares are held by a financial institution as trustee for Mr. Peterson, 25 shares are held by the J. Craig Peterson and Linda Z. Peterson Revocable Trust of which Mr. Peterson is Trustee and 25 shares issuable upon exercise of stock options. (7) The address of each of Messrs. Jordan, Zalaznick and Caputo is c/o The Jordan Company, 767 Fifth Avenue, New York, NY 10153. (8) All shares are held by the John W. Jordan II Revocable Trust, of which Mr. Jordan is trustee. (9) The principal address of JZ Equity Partners PLC is c/o Jordan/Zalaznick Capital Company, 767 Fifth Avenue, New York, NY 10153. (10) The principal address of Leucadia Investors, Inc. is 315 Park Avenue South, New York, NY 10010. 41 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Wolff Employment Agreement. In connection with the acquisition of Winning Ways, Inc. in 1997, the Company entered into an Employment Agreement with Robert M. Wolff (the "Wolff Employment Agreement"). Pursuant to the Wolff Employment Agreement, Mr. Wolff will serve as Chairman of the Company for a ten-year period ending on the tenth anniversary of the Acquisition. In exchange for his services, the Company will compensate Mr. Wolff with a base salary of $140,000 per annum, subject to annual increases set forth in the Wolff Employment Agreement, to provide him with certain employee benefits comparable to that received by other Company senior executives, including the use of Company cars, and to reimburse him for expenses incurred in connection with the performance of his duties as Chairman. In the event that Mr. Wolff no longer provides services to the Company due to his dismissal for Cause (as defined in the Wolff Employment Agreement), he will no longer be entitled to any compensation from the Company as of the date of his dismissal, subject to certain rights of appeal. During fiscal 2002, the Company entered into a Supplemental Employment Agreement with Robert M. Wolff (the "Wolff Supplemental Agreement") which extended the term of his tenure as an executive of the Company for an additional ten years at a base salary of $120,000 per annum. The Wolff Supplemental Agreement generally follows the same terms and provides for employee benefits similar to the Wolff Employment Agreement. Wolff Noncompetition Agreement. In connection with the Acquisition of Winning Ways in 1997, Holdings entered into a Noncompetition Agreement with Robert M. Wolff (the "Wolff Noncompetition Agreement"). Pursuant to the Wolff Noncompetition Agreement, Mr. Wolff will not, directly or indirectly, (i) (a) engage in or have any active interest in any sportswear or activewear business comparable to that of the Company or (b) sell to, supply, provide goods or services to, purchase from or conduct business in any form with the Company or Holdings for a ten-year period ending on the tenth anniversary of the Acquisition, (ii) disclose at any time other than to the Company or Holdings any Confidential Information (as defined in the Wolff Noncompetition Agreement) and (iii) engage in any business with the Company or Holdings through an affiliate for as long as Mr. Wolff or any member of his family is the beneficial owner of Holdings' capital stock. In exchange for his covenant not to compete, Holdings will pay Mr. Wolff $250,000 per annum for a period of ten years. In the event that the Wolff Noncompetition Agreement is terminated for Cause (as defined in the Wolff Noncompetition Agreement), Holdings will no longer be obligated to make any payment to Mr. Wolff, but Mr. Wolff will remain obligated to comply with the covenants set forth in the Wolff Noncompetition Agreement until its expiration on the tenth anniversary of the Acquisition. Indemnification Agreements. In connection with the Acquisition of Winning Ways in 1997, the Company and each of its directors entered into indemnification agreements. The indemnification agreements provide that the Company will indemnify the directors against certain liabilities (including settlements) and expenses actually and reasonably incurred by them in connection with any threatened or pending legal action, proceeding or investigation (other than actions brought by or in the right of the Company) to which any of them is, or is threatened to be, made a party by reason of their status as a director, officer or agent of the Company, or serving at the request of the Company in any other capacity for or on behalf of the Company; provided that (i) such director acted in good faith and in a manner not opposed to the best interest of the Company, (ii) with respect to any criminal proceedings had no reasonable cause to believe his or her conduct was unlawful, (iii) such director is not finally adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company, unless the court views in light of the circumstances the director is nevertheless entitled to indemnification, and (iv) the indemnification does not relate to any liability arising under Section 16(b) of the Exchange Act, or the rules or regulations promulgated thereunder. With respect to any action brought by or in the right of the Company, directors may also be indemnified to the extent not prohibited by applicable laws or as determined by a court of competent jurisdiction against expenses actually and reasonably incurred by them in connection with such action if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Company. Shaw Employment Agreement. In April 2001, the Company entered into an Employment Agreement with Robert G. Shaw (the "Shaw Employment Agreement"). Pursuant to the Shaw Employment Agreement, Mr. Shaw will serve as Vice President of the company until February 27, 2007. In exchange for his services, the Company is to compensate Mr. Shaw with a base salary equal to $60,000, which base salary is subject to annual increases at the discretion of the Board of Directors and to provide him with certain employee benefits as set forth in the Shaw Employment Agreement. As a condition of the Shaw Employment agreement, Mr. Shaw was required to sell to Holdings all the shares of common stock and preferred stock of Holdings then held by him and his family and affiliates. Shaw Noncompetition Agreement. In connection with the Shaw Employment Agreement, in April 2001 Holdings and Mr. Shaw entered into a Noncompetition Agreement (the "Shaw Noncompetition Agreement"). Pursuant to the Shaw Noncompetition Agreement, Mr. Shaw will not, directly or indirectly, (i) engage in or have any interest in any business that (a) produces or markets decorated activewear and is competitive with or similar to that of the Company of Holdings or (b) sells to, supplies, provides goods or services to, purchases from, or does business with the Company or Holdings, (ii) in any capacity, (a) divert from the Company or Holdings any business with which he has contact while employed by the Company or Holdings, (b) induce any salesperson, supplier, vendor or other person transacting business with the Company or Holdings or (c) induce or cause any employee of the Company or Holdings to leave the employ of the company or Holdings, or (iii) disclose at any time any confidential information (as defined in the Shaw Noncompetition Agreement) other than to the Company or Holdings. 42 PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents filed as part of this report: (1) FINANCIAL STATEMENTS Reference is made to the Index to Consolidated Financial Statements appearing in Item 8, which Index is incorporated herein by reference. (2) FINANCIAL STATEMENT SCHEDULE All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are not applicable and therefore have been omitted, or the information has been included in the consolidated financial statements and supplementary data or is considered immaterial. (3) EXHIBITS A list of the exhibits included as part of this Form 10-K is set forth below. EXHIBIT INDEX
Exhibit Number Description Page 1 Purchase Agreements, dated February 27, 1997, by and among GFSI, Inc., Donaldson, Lufkin & Jenrette Securities Corporation and Jefferies & Company, Inc. * 2.1 Agreement for Purchase and Sale of Stock, dated January 24, 1997, among GFSI Holdings, Inc., GFSI, Inc. and the Shareholders of Winning Ways, Inc. * 2.2 Amendment No. 1 to Agreement for Purchase and Sale of Stock, dated February 27, 1997, among GFSI Holdings, Inc., GFSI, Inc. and the Shareholders of Winning Ways, Inc. * 2.3 Stock Purchase Agreement, dated as of April 20, 2001, by and among Sara Lee Corporation, Champion Products, Inc. and GFSI, Inc. *** 2.4 First Amendment to Stock Purchase Agreement, dated June 25, 2001, by and among Sara Lee Corporation, Champion Products, Inc, and GFSI, Inc. **** 3.1 Certificate of Incorporation of GFSI, Inc. * 3.2 Bylaws of GFSI, Inc. * 4.1 Indenture, dated February 27, 1997, between GFSI, Inc. and Fleet National Bank, as Trustee * 4.2 Global Series A Senior Subordinated Note * 4.3 Form of Global Series B Senior Subordinated Note * 4.4 Registration Rights Agreement, dated February 27, 1997, by and among GFSI, Inc., Donaldson, Lufkin & Jenrette Securities Corporation and Jefferies & Company, Inc. * 4.5 Subscription and Stockholders Agreement, dated February 27, 1997, by and among GFSI, Inc. and the investors listed thereto * 4.6 Deferred Limited Interest Guaranty, dated February 27, 1997 by GFSI, Inc. to MCIT PLC * 4.7 Indenture, dated September 17, 1997, between GFSI Holdings, Inc. and State Street Bank ** and Trust Company, as Trustee. 43 Exhibit Number Description Page 4.8 Global Series A Senior Discount Note. ** 4.9 Form Global Series B Senior Discount Note. ** 4.10 Registration Rights Agreement, dated September 17, 1997, by and among GFSI Holdings, Inc. and Donaldson, Lufkin & Jenrette Securities Corporation. ** 10.1(a) Credit Agreement, dated February 27, 1997, by and among GFSI, Inc., the lenders listed thereto and The First National Bank of Chicago, as Agent. * 10.1 (b) Amendment No. 1 to Credit Agreement dated September 17, 1997 by and among GFSI, Inc., the lenders listed thereto and the First National Bank of Chicago, as agent. ** 10.2 Security Agreement, dated February 27, 1997, between GFSI, Inc. and The First National Bank of Chicago, as Agent. * 10.3 Trademark Security Agreement, dated February 27, 1997, between GFSI, Inc. and The First National Bank of Chicago, as Agent. * 10.4 Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases, dated February 27, 1997, by GFSI, Inc. in favor of The First National Bank of Chicago. * 10.5 (a) Restricted Account Agreement, dated February 27, 1997, between GFSI, Inc. and Boatmen's National Bank. * 10.5 (b) Restricted Account Agreement, dated February 27, 1997, between GFSI, Inc. and Hillcrest Bank. * 10.6 Tax Sharing Agreement, dated February 27, 1997, between GFSI, Inc. and GFSI Holdings, Inc. * 10.7 Management Consulting Agreement, dated February 27, 1997, between GFSI Holdings, Inc. and TJC Management Corporation. * 10.8 Employment Agreement, dated February 27, 1997, between GFSI, Inc. and Robert M. Wolff. * 10.9 Noncompetition Agreement, dated February 27, 1997, between GFSI Holdings, Inc. and Robert M. Wolff. * 10.10 Form of Indemnification Agreement, dated February 27, 1997, between GFSI Holdings. Inc. and its director and executive officers. * 10.11 Promissory Note, dated August 12, 1996, between Winning Ways, Inc. and Impact Design, Inc. * 10.12 Promissory Note, dated August 12, 1996, between Winning Ways, Inc. and Kansas Custom Embroidery. * 10.13 Form of Promissory Note, dated February 27, 1997, between GFSI Holdings, Inc. and the Management Investors. * 10.14 License Agreement, dated April 1, 1994, by and between Winning Ways, Inc. and Softwear Athletics, Inc. * 10.15 License Agreement, dated October 27, 1998, by and between GFSI, Inc. and Bonmax Co., Ltd. * 10.16 License Agreement, dated January 1, 1999, by and between GFSI, Inc. and Gear For Sports Ltd * 10.17 CEBA Loan Agreement, dated April 28, 1998, by and among the Iowa Department of Economic Development, the City of Bedford and GFSI, Inc. * 10.18 Employment Agreement, dated as of April 1, 2001, by and between the Company and Robert G. Shaw. **** 44 Exhibit Number Description Page 10.19 Non-competition Agreement, dated as of April 1, 2001, by and between the Company and Robert G. Shaw. **** 10.20 License Agreement, dated as of June 25, 2001, by and among Sara Lee Corporation, CC Products Acquisition, Inc., CC Products, Inc. and the Company. **** 10.21 Supply Agreement, dated as of June 25, 2001, by and among Sara Lee Corporation, CC Products Acquisition, Inc., CC Products, Inc. and the Company. **** 10.22 Fall 2001 Merchandise Agreement, dated as of June 25, 2001, by and among Sara Lee Corporation, CC Products Acquisition, Inc., CC Products, Inc. and the Company. **** 10.23 Credit Agreement dated March 29, 2002, among the financial institutions named therein as the Lenders, and Bank of America, N.A. as the Agent and GFSI, Inc. as the Borrower. @ 10.24 Supplemental Employment Agreement, dated March 31, 2002 between GFSI, Inc. and Robert M. Wolff. 25 Statement of Eligibility of Trustee * * Incorporated by reference to the exhibits filed with the Registration Statement on Form S-4 of GFSI filed with the Securities and Exchange Commission on July 22, 1997 (Commission File No. 333-24189) and all supplements thereto. ** Incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-4 of GFSI Holdings, Inc. filed with the Securities and Exchange Commission of December 17, 1997 (Commission file No. 333-38951) and all supplements thereto. *** Incorporated by reference to Exhibit 2.3 of the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on May 14, 2001 (Commission File No. 333-24189). **** Incorporated by reference to the exhibits filed on Form 10-K of the Company filed with the Securities and Exchange Commission on September 27, 2001 (Commission File No. 333-38951). @ Incorporated by reference to the exhibits filed on Form 10-Q of GFSI, Inc., filed with the Securities and Exchange Commission on May 10, 2002 (Commission File No. 333-24189).
(b) Reports on Form 8-K. The Company filed a Current Report on Form 8-K on May 30, 2002 to report the replacement of its independent public accountants. 45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 on September 23, 2002. GFSI HOLDINGS, INC. By: /s/ ROBERT M. WOLF --------------------------------- Robert M. Wolff Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on September 23, 2002.
SIGNATURES TITLE ----------- ------ /S/ LARRY D. GRAVEEL President, Chief Operating Officer - ------------------------------------------ and a Director LARRY D. GRAVEEL /S/ J. CRAIG PETERSON Senior Vice President, Chief Financial Officer and a Director - -------------------------------------------- J. CRAIG PETERSON (Principal Financial and Accounting Officer) /S/ MICHAEL H. GARY Senior Vice President and a Director - -------------------------------------------- MICHAEL H. GARY /S/ RICHARD CAPUTO, JR. Director - ----------------------------------------- RICHARD CAPUTO, JR. /S/ JOHN W. JORDAN II Director - -------------------------------------------- JOHN W. JORDAN II /S/ DAVID W. ZALAZNICK Director - --------------------------------------- DAVID W. ZALAZNICK /S/ ROBERT M. WOLFF Director - ------------------------------------------ ROBERT M. WOLFF
46 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REGARDING GFSI HOLDINGS, INC.'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 29, 2002 I, Robert M. Wolff, Chairman and Chief Executive Officer (Principal Executive Officer) of GFSI Holdings, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of GFSI Holdings, Inc.; 2. Based on my knowledge, this Annual 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 Annual Report; and 3. Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual Report. Date: September 23, 2002 /s/ ROBERT M. WOLFF - --------------------------------------- Robert M. Wolff Chairman and Chief Executive Officer CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REGARDING GFSI HOLDINGS, INC.'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 29, 2002 I, J. Craig Peterson, Senior Vice President and Chief Financial Officer (Principal Financial Officer) of GFSI Holdings, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of GFSI, Holdings, Inc.; 2. Based on my knowledge, this Annual 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 Annual Report; and 3. Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual Report. Date: September 23, 2002 /s/ J. CRAIG PETERSON - --------------------------------------- J. Craig Peterson Senior Vice President and Chief Financial Officer 47 EX-99 3 form10k-exh10_24sison92302.txt EXHIBIT 10.24 -- SUPPLEMENT EMPLOYMENT AGREEMENT EXHIBIT 10.24 SUPPLEMENTAL EMPLOYMENT AGREEMENT THIS SUPPLEMENTAL EMPLOYMENT AGREEMENT (this "Agreement"), entered into as of the 31st day of March, 2002, is made by and between GFSI, INC., a Delaware corporation (the "Company"), and ROBERT M. WOLFF, an individual ("Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company and Executive wish to supplement their Employment Agreement dated as of the 27th day of February, 1997 (the "Original Employment Agreement"); WHEREAS, Executive is actively involved in the business of the Company, and a member of the Board of Directors; WHEREAS, the Company desires to memorialize its agreement with the Executive concerning the Executive's service to the Company; NOW, THEREFORE, in consideration of the promises, the covenants and the agreements contained herein, the parties hereto agree as follows: 1. EMPLOYMENT. The Company hereby retains the Executive as an employee of the Company, and the Executive hereby agrees to serve the Company in such capacity as may be requested by the Board of Directors from time to time, for a term commencing as of January 1, 2007 (the "Effective Date") and ending on the tenth (10th) anniversary of the Effective Date of this Agreement. The Executive shall be accessible to the Company and shall undertake and perform such services as are reasonably requested by the Company's Board of Directors. Notwithstanding the foregoing, the Company acknowledges that the Executive has historically taken, and will continue to take, frequent and lengthy vacations. Accordingly, the Company understands that the Executive will not undertake a full-time work schedule. 2. SALARY. During the term of this Agreement, the Company will pay Executive an annual salary (the "Salary") as set forth on EXHIBIT A attached hereto, payable in substantially equal monthly or more frequent installments. 3. BENEFITS. During the term of this Agreement, the Executive will receive the same benefits as are provided to the Executive prior to the date hereof with the additional benefits set out in this SECTION 3 (A) AND (B); PROVIDED, HOWEVER, that the Executive shall not receive any (i) stock options or (ii) bonuses, unless approved by the Board of Directors. (a) During the term of this Agreement and to the extent that Executive serves the Company in the capacity of Chief Executive Officer and/or chairman of the Board of Directors, the Company agrees to provide Executive with office space reasonable to carry out his duties under this Agreement. (b) During the term of this Agreement and to the extent that Executive serves the Company in the capacity of Chief Executive Officer and/or Chairman of the Board of Directors, the Company agrees to provide Executive with monthly payments in an amount up to a maximum of $1,000 to be used solely for the lease of a company automobile. In the event that Executive chooses to purchase the leased automobile from Company, the purchase price shall be the book value as carried by the Company on its books, PROVIDED, HOWEVER, that such book value approximates the current fair market value at the time of the purchase, and provided that the Company incurs no loss on such sale. 4. EXPENSES. The Company shall reimburse the Executive for such ordinary, necessary and reasonable business expenses as are advanced by him in the performance of his services hereunder; but such expenses shall be substantiated by the Executive in writing to the reasonable satisfaction of the Company. Notwithstanding the preceding sentence, the Company shall not reimburse the Executive for any commuting expenses to or from the Company or any of its facilities. 5. TERMINATION. (a) If the Executive resigns or otherwise voluntarily ceases employment with the Company during the term of this Agreement, then the Company will have no obligation to make any payments described on EXHIBIT A to this Agreement that are scheduled to be made after the effective date of Executive's voluntary termination. (b) If the Executive is materially incapacitated from fully performing Executive's duties pursuant to this Agreement by reason of illness or other incapacity, all of the payments described on EXHIBIT A will be paid to the Executive on the schedule set forth in EXHIBIT A. (c) If the Executive dies, all of the payments described on EXHIBIT A will be paid to the Executive's heirs on the schedule set forth in EXHIBIT A. 6. INVENTIONS, ETC. The Executive agrees that all inventions conceived of or developed by the Executive during the term of his employment with the Company, whether alone or jointly with others and whether during working hours or otherwise, which relate to the business or interests of the Company, or any business or other company in which the Company or Holdings now or hereafter has an ownership interest, shall be the Company's exclusive property. The Executive shall (i) promptly disclose in writing to the Company each invention, conceived or developed by the Executive during the term of his employment with the Company, (ii) assign all rights to such inventions to the Company and (iii) assist the Company in every way to obtain and protect any patents, trademarks or copyrights on such inventions. 2 7. NOTICES. Any notice, request, consent or communication (collectively a "Notice") under this Agreement shall be effective only if it is in writing and (i) personally delivered, (ii) sent by certified or registered mail, return receipt requested, postage prepaid, (iii) sent by a nationally recognized overnight delivery service for next day delivery, with delivery confirmed, or (iv) telecopied, with receipt confirmed, addressed as follows: a. If to Executive: Robert M. Wolff 6430 Wenonga Terrace Mission Hills, Kansas 66208 b. If to the Company to: GFSI, Inc. 9700 Commerce Parkway Lenexa, Kansas 66219 Attention: Larry Graveel Telecopier: 913-752-3336 with a copy to: GFSI Holdings, Inc. c/o The Jordan Company 767 Fifth Avenue, 48th Floor New York, New York 10153-0023 Attention: A. Richard Caputo, Jr. Telecopier: 212-750-5263 or such other persons or addresses as shall be furnished in writing by either party to the other party. A Notice shall be deemed to have been given as of the date when (i) personally delivered, (ii) three days after the date when deposited with the United States mail properly addressed, (iii) when receipt of a Notice sent by an overnight delivery service is confirmed by such overnight delivery service, or (iv) when receipt of the telecopy is confirmed, as the case may be, unless the sending party has actual knowledge that a Notice was not received by the intended recipient. 8. ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Executive. 9. ATTORNEYS' FEES. If any legal action or other proceeding is commenced to enforce or interpret any provision of, or otherwise relating to, this Agreement, the losing party shall pay the prevailing party's reasonable expenses incurred in the investigation of 3 any claim leading to the proceeding, preparation for and participation in the proceeding, any appeal or other post judgment motion, and any action to enforce or collect the judgment, including contempt, garnishment, levy, discovery and bankruptcy. "Expenses" shall include, without limitation, court or other proceeding costs and experts' and attorneys' fees and their expenses. The phrase "prevailing party" shall mean the party who is determined in the proceeding to have prevailed and who prevails by dismissal, default or otherwise. 10. GOVERNING LAW. This Agreement shall be governed by the law of the State of Missouri as to all matters, including, but not limited to, matters of validity, construction, effect and performance, except that no doctrine of choice of law shall be used to apply any law other than of Missouri. 11. SEVERABILITY. The Company and Executive believe the covenants contained in this Agreement are reasonable and fair in all respects, and are necessary to protect the interests of the Company and Executive. However, in case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid, illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction. 12. NEUTRAL INTERPRETATION. This Agreement constitutes the product of the negotiation of the parties hereto and the enforcement hereof shall be interpreted in a neutral manner, and not more strongly for or against either party based upon the source of the draftsmanship hereof. 13. SUPPLEMENTAL INTENT OF AGREEMENT. This Agreement is intended to supplement the Original Employment Agreement, and not to amend or supersede it. The Original Employment Agreement remains in full force and effect through its term. 14. MISCELLANEOUS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Subject to Section 13 of this Agreement, (i) this Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and may not be modified orally, but only by a writing subscribed by the party charged therewith; (ii) there are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein; and (iii) this Agreement supersedes all prior agreements and understandings (whether oral or written) between the parties with respect to such subject matter. 4 IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement the date first hereinabove set forth. COMPANY: GFSI, INC. By /s/ Larry Graveel ---------------------------------- Larry Graveel EXECUTIVE: /s/ Robert M. Wolff ------------------------------------ Robert M. Wolff EXHIBIT A SALARY ------ YEAR SALARY - ---- ------ March 1, 2007 - February 29, 2008 $120,000 March 1, 2008 - February 28, 2009 $120,000 March 1, 2009 - February 28, 2010 $120,000 March 1, 2010 - February 28, 2011 $120,000 March 1, 2011 - February 29, 2012 $120,000 March 1, 2012 - February 28, 2013 $120,000 March 1, 2013 - February 28, 2014 $120,000 March 1, 2014 - February 28, 2015 $120,000 March 1, 2015 - February 28, 2016 $120,000 March 1, 2016 - February 28, 2017 $120,000 -----END PRIVACY-ENHANCED MESSAGE-----