-----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, Q87NI0Svi9yqYl/h4v/vOlZamsTRzc6Kx7xWtbtRDVf2Wqdxwrqs0Lx1IyLy2wHK ZodouNNibIRaMNxUXpLolQ== 0000902561-03-000239.txt : 20030430 0000902561-03-000239.hdr.sgml : 20030430 20030430135125 ACCESSION NUMBER: 0000902561-03-000239 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021228 FILED AS OF DATE: 20030430 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-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-38951 FILM NUMBER: 03671980 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-Q/A 1 form10qa.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 28, 2002. ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 333-38951 -------------------------------- GFSI HOLDINGS, INC. (Exact name of registrant specified in its charter) DELAWARE 74-2810744 - --------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 9700 Commerce Parkway Lenexa, Kansas 66219 (Address of principal executive offices) Registrant's telephone number, including area code (913) 888-0445 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes (X) No ( ) (2) Yes (X) No ( ) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No (X) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, $0.01 par value per share - 1,820 shares issued and outstanding as of February 1, 2003. 1 GFSI HOLDINGS, INC. AND SUBSIDIARY QUARTERLY REPORT ON FORM 10-Q/A FOR THE QUARTER ENDED DECEMBER 28, 2002 INDEX PAGE PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10 ITEM 4 - CONTROLS AND PROCEDURES 10 PART II - OTHER INFORMATION 11 SIGNATURE PAGE 12 OFFICERS CERTIFICATION 13 2
GFSI HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share data) December 28, June 29, 2002 2002 --------- --------- ASSETS Current assets: Cash and cash equivalents $ 3,753 $ 328 Accounts receivable, net 32,776 32,626 Inventories, net 43,470 45,729 Income tax receivable -- 284 Prepaid expenses and other current assets 1,383 1,268 Deferred income taxes 1,195 845 --------- --------- Total current assets 82,577 81,080 Property, plant and equipment, net 20,263 19,671 Other assets: Deferred financing costs, net 3,599 4,063 Other 509 1,010 --------- --------- Total assets $ 106,948 $ 105,824 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities: Accounts payable $ 10,099 $ 12,010 Accrued interest expense 4,174 4,365 Accrued expenses 6,292 5,983 Income taxes payable 759 -- Current portion of long-term debt 197 177 --------- --------- Total current liabilities 21,521 22,535 Deferred income taxes 762 699 Other long-term obligations 527 527 Long-term debt, less current portion 241,874 241,120 Redeemable preferred stock 5,522 5,405 Stockholders' equity (deficiency): Common stock, $.01 par value 2,105 shares authorized, 2,000 shares issued at December 28, 2002 and June 29, 2002 -- -- Additional paid-in capital 200 200 Accumulated deficiency (163,445) (164,651) Treasury stock, at cost (180 and 152.5 series A shares at December 28, 2002 and June 29, 2002, respectively) (13) (11) --------- --------- Total stockholders' equity (deficiency) (163,258) (164,462) --------- --------- Total liabilities and stockholders' equity (deficiency) $ 106,948 $ 105,824 ========= ========= See notes to consolidated financial statements. 3 GFSI HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands) QUARTER ENDED SIX MONTHS ENDED DECEMBER 28, DECEMBER 28, DECEMBER 28, DECEMBER 28, 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Net sales $ 54,633 $ 52,265 $ 115,844 $ 106,377 Cost of sales 34,404 32,820 73,553 66,090 -------- -------- --------- --------- Gross profit 20,229 19,445 42,291 40,287 Operating expenses: Selling 6,879 6,022 14,375 11,950 General and administrative 6,844 6,504 13,479 12,909 -------- -------- --------- --------- 13,723 12,526 27,854 24,859 -------- -------- --------- --------- Operating income 6,506 6,919 14,437 15,428 Other income (expense): Interest expense (6,164) (6,164) (12,156) (12,420) Other, net 11 (6) 11 11 -------- -------- --------- --------- (6,153) (6,170) (12,145) (12,409) -------- -------- --------- --------- Income before income taxes 353 749 2,292 3,019 Income tax expense 139 293 895 1,178 -------- -------- --------- --------- Net income 214 456 1,397 1,841 Preferred stock dividends (99) (100) (198) (201) -------- -------- --------- --------- Net income attributable to common shareholders $ 115 $ 356 $ 1,199 $ 1,640 ======== ======== ========= ========= See notes to consolidated financial statements. 4 GFSI HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) SIX MONTHS ENDED DECEMBER 28, DECEMBER 28, 2002 2001 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,397 $ 1,841 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 1,576 1,576 Amortization of deferred financing costs 500 562 Amortization of other intangibles 500 500 (Gain) loss on sale or disposal of property, plant and equipment (11) 8 Accretion of discount on long-term debt 4,834 4,327 Deferred income taxes (287) (81) Gain (loss) on foreign currency translation 7 -- Changes in operating assets and liabilities: Accounts receivable, net (150) (8,883) Inventories, net 2,259 (1,334) Prepaid expenses, other current assets and other assets (114) 283 Income taxes receivable and payable 1,043 1,851 Accounts payable, accrued expenses and other long-term obligations (1,792) (1,342) ------- ------- Net cash provided by (used in) operating activities 9,762 (692) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales of property, plant and equipment 14 1 Purchases of property, plant and equipment (2,172) (1,988) ------- ------- Net cash used in investing activities (2,158) (1,987) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Net changes to short-term borrowings and revolving credit agreement (4,422) 1,200 Redemption of preferred stock (81) (700) Treasury stock purchase (2) (26) Proceeds from sale of stock -- 676 Cash paid for financing costs (37) -- Issuance of long-term debt 450 -- Payments on long-term debt (87) (1,722) ------- ------- Net cash used in financing activities (4,179) (572) ------- ------- Net increase (decrease) in cash and cash equivalents 3,425 (3,251) Cash and cash equivalents at beginning of period 328 5,324 ------- ------- Cash and cash equivalents at end of period $ 3,753 $ 2,073 ======= ======= Supplemental cash flow information: Interest paid $ 7,013 $ 6,868 ======= ======= Income taxes paid (refunded) $ 139 $ (962) ======= =======
See notes to consolidated financial statements 5 GFSI HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) DECEMBER 28, 2002 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of GFSI Holdings, Inc. (the "Company") include the accounts of the Company and the accounts of its wholly-owned subsidiaries, GFSI, Inc., Event 1, Inc. ("Event 1"), CC Products, Inc. ("CCP"), and GFSI Canada Company. All intercompany balances and transactions have been eliminated. The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statement reporting purposes. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, operations and cash flows of the Company have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year. The consolidated balance sheet information as of June 29, 2002 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended June 29, 2002 included in the Company's Annual Report on Form 10-K. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. COMMITMENTS AND CONTINGENCIES The Company, in the normal course of business, may be threatened with or named as a defendant in various lawsuits. It is not possible to determine the ultimate disposition of these matters, however, management is of the opinion that there are no known claims or known contingent claims that are likely to have a material adverse effect on the results of operations, financial condition, or cash flows of the Company. 3. RECLASSIFICATIONS Certain reclassifications have been made to the fiscal 2002 consolidated financial statements to conform to the fiscal 2003 presentation. 4. SUBSEQUENT EVENT On December 31, 2002, the Company's wholly-owned subsidiary, GFSI, Inc., completed the private placement of $9.9 million of unregistered 9.625% senior subordinated notes ("Exchange Notes") in exchange for $24 million aggregate principal amount at maturity of the Company's 11.375% Senior Discount Notes (the "Holdings Discount Notes") with an accreted book value of $19.9 million. The acquisition of the Holdings Discount Notes by GFSI, Inc. is considered an early extinguishment of debt, and accordingly, the Company will record a pre-tax gain on the transaction of approximately $9.6 million, net of related costs, in the third quarter of fiscal 2003. The Exchange Notes are unsecured obligations of GFSI, Inc., mature on March 1, 2007, pay interest semi- annually on March 1 and September 1, and were issued under an indenture with substantially identical terms as the indenture governing the $125 million aggregate principal amount at maturity of GFSI, Inc. Senior Subordinated Notes issued on February 27, 1997. The Exchange Notes were guaranteed by each of GFSI, Inc.'s wholly-owned subsidiaries (Event 1, CCP, and GFSI Canada Company). The Exchange Notes were issued to an "accredited investor" and were exempt from registration under Rule 144 of the Securities Act of 1933, as amended. GFSI, Inc. intends to file an exchange offer registration statement with the Securities and Exchange Commission in the third quarter of fiscal 2003 to enable the holder of the Exchange Notes to exchange them for publicly registered notes having terms substantially identical to the Exchange Notes. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussions set forth in this Form 10-Q should be read in conjunction with the financial information included herein and the Company's Annual Report on Form 10-K for the year ended June 29, 2002. Management's discussion and analysis of financial condition and results of operations and other sections of this report contain forward-looking statements relating to future results of the Company. Such forward-looking statements are identified by use of forward- looking words such as "anticipates", "believes", "plans", "estimates", "expects", and "intends" or words or phrases of similar expression. These forward-looking statements are subject to various assumptions, risks and uncertainties, including but not limited to, changes in political and economic conditions, demand for the Company's products, acceptance of new products, developments affecting the Company's products and to those discussed in the Company's filings with the Securities and Exchange Commission. Accordingly, actual results could differ materially from those contemplated by the forward-looking statements. CRITICAL ACCOUNTING POLICIES The following discussion and analysis of financial condition, results of operations, liquidity and capital resources is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Generally accepted accounting principles require estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to bad debts, inventories, intangible assets, long-lived assets, deferred income taxes, accrued expenses, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. The Company's management believes that some of its significant accounting policies involve a higher degree of judgment or complexity than other accounting policies. Identified below are the policies deemed critical to its business and the understanding of its results of operations. REVENUE RECOGNITION. The Company recognizes revenues when goods are shipped, title has passed, the sales price is fixed and collectibility is reasonably assured. Returns, discounts and sales allowance estimates are based on projected sales trends, historical data and other known factors. If actual returns, discounts and sales allowances are not consistent with the historical data used to calculate these estimates, net sales could either be understated or overstated. ACCOUNTS RECEIVABLE. Accounts receivable consist of amounts due from customers and business partners. The Company maintains an allowance for doubtful accounts to reflect expected credit losses and provides for bad debts based on collection history and specific risks identified on a customer-by-customer basis. A considerable amount of judgment is required to assess the ultimate realization of accounts receivable and the credit-worthiness of each customer. Furthermore, these judgments must be continually evaluated and updated. If the historic data used to evaluate credit risk does not reflect future collections, or, if the financial condition of the Company's customers were to deteriorate causing an impairment of their ability to make payments, additional provisions for bad debts may be required in future periods. Accounts receivable at December 28, 2002 and June 28, 2002 were net of allowance for doubtful accounts of $1.1 million and $838,000, respectively. INVENTORIES. Inventories are carried at the lower of cost or market determined under the First-In, First-Out (FIFO) method. The Company writes down obsolete and unmarketable inventories to their estimated market value based upon, among other things, assumptions about future demand and market conditions. If actual market conditions are less favorable than projected, additional inventory write-downs may be required. 7 COMPARISON OF OPERATING RESULTS FOR THE QUARTERS ENDED DECEMBER 28, 2002 AND DECEMBER 28, 2001. NET SALES. Net sales for the quarter ended December 28, 2002 increased 5% to $54.6 million compared to $52.3 million last year. The increase in net sales was primarily due to sales growth from the Licensed Apparel group, which was partially offset by sales decreases from the Corporate division. The net sales growth in the Licensed Apparel group was from college bookstore customers and was most pronounced in our Champion licensed products group (CCP). Net sales from college bookstore customers for the second quarter of fiscal 2003 were $3.0 million greater than last year while sales for the Corporate division were $1.3 million less than last year. A soft economy and reduced corporate spending on marketing and employee incentive programs have had a detrimental effect on the net sales of the Corporate division. GROSS PROFIT. Gross profit for the quarter ended December 28, 2002 increased 4% to $20.2 million compared to $19.4 million last year. Gross profit as a percentage of net sales was comparable for both periods at about 37%. College bookstore sales represented 46% of net sales for the quarter compared to 43% last year. OPERATING EXPENSES. Operating expenses for the quarter ended December 28, 2002 increased 10% to $13.7 million from $12.5 million last year. Operating expenses as a percentage of net sales were 25.1% in the second quarter of fiscal 2003 compared to 24.0% last year. Operating expenses increased due to more revenue generated from college bookstore sales, which carry royalty fees and are marketed through more expensive distribution channels. In addition, the Company incurred higher bad debt expense in fiscal 2003 and changed the timing of its annual sales meetings, which were held in the second quarter of fiscal 2003. The annual sales meetings were held in the third quarter last year. OPERATING INCOME. Operating income decreased 6% to $6.5 million in the second quarter of fiscal 2003 compared to $6.9 million last year. Operating income as a percentage of net sales decreased to 11.9% in the second quarter of fiscal 2003 from 13.2% in the second quarter of fiscal 2002. The decrease in operating income as a percentage of sales was the result of the increase in operating expenses. INTEREST EXPENSE. Interest expense in the second quarter of fiscal 2003 was $6.2 million, the same as the comparable period last year. The effect of higher average borrowings was offset by lower interest rates. NET INCOME. Net income for the second quarter of fiscal 2003 was $214,000 compared to $456,000 for the second quarter of fiscal 2002. The decrease was primarily the result of the decline in operating income. COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED DECEMBER 28, 2002 AND DECEMBER 28, 2001. NET SALES. Net sales for the six months ended December 28, 2002 increased 9% to $115.8 million from $106.4 million in the six months ended December 28, 2001. The increase in net sales from last year was due to strong growth from the Licensed Apparel group, which was fueled by a 42% increase in revenue from CCP. The net sales increase from CCP was partially offset by a 28% decline in Corporate division sales. Net sales for CCP for the first six months of fiscal 2003 were $10.8 million greater than last year while Corporate division sales were $5.1 million less than last year. Management believes that the Company's customers have shifted their purchases to lower priced apparel with less expensive decoration, which has enhanced the sales of CCP's more moderately priced goods. A soft economy and consequent reductions in corporate spending on marketing and employee incentive programs have had a detrimental effect on the net sales of the Corporate division. GROSS PROFIT. Gross profit for the six months ended December 28, 2002 increased 5% to $42.3 million from $40.3 million in the six months ended December 28, 2001. Gross profit as a percentage of net sales decreased to 36.5% from 37.9% last year. The decrease in gross profit as a percentage of net sales was the result of a change in customer purchasing. College bookstore sales, fueled by CCP, represented 52% of net sales for the six month period ended December 28, 2002 compared to 45% last year. College bookstore sales generally provide a lower gross profit than the Company's other divisions. 8 OPERATING EXPENSES. Operating expenses for the six months ended December 28, 2002 increased 12% to $27.9 million from $24.9 million last year. Operating expenses as a percentage of net sales were 24.0% in the first six months of fiscal 2003 compared to 23.4% in the first six months of fiscal 2002. The increase in operating expenses was principally due to a greater portion of fiscal 2003 sales generated from college bookstore sales, which carry royalty fees and are marketed through more expensive distribution channels. In addition, the Company incurred higher bad debt expense in fiscal 2003 due to soft economic conditions. OPERATING INCOME. Operating income decreased 6% to $14.4 million in fiscal 2003 from $15.4 million in fiscal 2002. Operating income as a percentage of net sales decreased to 12.5% in fiscal 2003 from 14.5% in fiscal 2002. The decrease in operating income as a percentage of sales was the result of a lower gross profit percentage on higher net sales combined with the increase in operating expenses. INTEREST EXPENSE. Interest expense in the first six months of fiscal 2003 was $12.2 million, $264,000 less than the comparable period last year. Lower interest rates created the decrease in interest expense. NET INCOME. Net income for the first six months of fiscal 2003 was $1.4 million, compared to $1.8 million for the first six months of fiscal 2002. The decrease was primarily the result of the decrease in operating income. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities in the first six months of fiscal 2003 was $9.8 million compared to cash used by operating activities of $692,000 last year. Fiscal 2002 operating cash flows were used to fund the increase in accounts receivable and inventory related to the addition of the CCP college bookstore business. Cash used in investing activities in the first six months of fiscal 2003 was $2.2 million compared to $2.0 million last year. The cash used in both periods was related to the acquisition of property, plant and equipment. Cash used in financing activities in the first six months of fiscal 2003 was $4.2 million compared to $572,000 in the comparable period of fiscal 2002. Payments of bank debt was the primary use of cash in fiscal 2003. Under the Company's Revolving Bank Credit Agreement ("RBCA") up to $65 million of revolving credit availability is provided, of which $26.1 million was borrowed and outstanding and approximately $5.9 million was utilized for outstanding commercial and stand-by letters of credit as of December 28, 2002. At December 28, 2002, $28.4 million was available for future borrowings under the RBCA. The Company believes that cash flows from operating activities and borrowings under 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. The Company's wholly-owned subsidiary, GFSI, Inc., anticipates paying dividends to the Company to enable the Company to pay corporate income taxes, interest on subordinated discount notes issued by Holdings (the "Holdings Discount Notes"), fees payable under a consulting agreement, preferred stock dividends and certain other ordinary course expenses incurred on behalf of GFSI, Inc. The Company 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, the Company's cumulative non-cash preferred stock ("Holdings Preferred Stock") dividends total approximately $396,000 annually. Holdings Preferred Stock may be redeemed at stated value (approximately $3.4 million) plus accrued dividends with mandatory redemption in fiscal 2009. 9 SUBSEQUENT EVENT On December 31, 2002, GFSI, Inc., completed the private placement of $9.9 million of unregistered 9.625% senior subordinated notes ("Exchange Notes") in exchange for $24 million aggregate principal amount at maturity of the Company's 11.375% Senior Discount Notes (the "Holdings Discount Notes") with an accreted book value of $19.9 million. The acquisition of the Holdings Discount Notes by the Company's wholly-owned subsidiary is considered an early extinguishment of debt, and accordingly, the Company will record a pre-tax gain on the transaction of approximately $9.6 million, net of related costs, in the third quarter of fiscal 2003. The Exchange Notes are unsecured obligations of GFSI, Inc., mature on March 1, 2007, pay interest semi- annually on March 1 and September 1, and were issued under an indenture with substantially identical terms as the indenture governing the $125 million aggregate principal amount at maturity of GFSI, Inc. Senior Subordinated Notes issued on February 27, 1997. The Exchange Notes were guaranteed by each of GFSI, Inc.'s wholly-owned subsidiaries (Event 1, CCP, and GFSI Canada Company). The Exchange Notes were issued to an "accredited investor" and were exempt from registration under Rule 144 of the Securities Act of 1933, as amended. GFSI, Inc. intends to file an exchange offer registration statement with the Securities and Exchange Commission in the third quarter of fiscal 2003 to enable the holder of the Exchange Notes to exchange them for publicly registered notes having terms substantially identical to the Exchange Notes. SEASONALITY AND INFLATION The Company experiences seasonal fluctuations in its sales and profitability, with generally higher sales and gross profit in the first and second quarters of its fiscal year. The seasonality of sales and profitability is primarily due to higher college bookstore sales during the first two fiscal quarters. Sales at the Company's Resort and Corporate divisions typically show little seasonal variations. The impact of inflation on the Company's operations has not been significant to date. However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on the Company's operating results. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK DERIVATIVE AND MARKET RISK DISCLOSURE The Company's market risk exposure is primarily due to possible fluctuations in interest rates. The fixed rate portion of the Company's long-term debt does not bear significant interest rate risk. An immediate 10% change in interest rates would not have a material effect on the Company's results of operations over the next fiscal year, although there can be no assurances that interest rates will not significantly change. ITEM 4. CONTROLS AND PROCEDURES Within the 90 days prior to the date of filing this Quarterly Report on From 10-Q, an evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)). Based on that evaluation, the Company's management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings. Subsequent to the date of that evaluation, there have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses. 10 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any pending legal proceeding the resolution of which, the management of the Company believes, would have a material adverse effect on the Company's results of operations or financial condition, nor to any other pending legal proceedings other than ordinary, routine litigation incidental to its business. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 4.11 Indenture, dated as of December 31, 2002 between GFSI, Inc. and State Street Bank and Trust Company.* 4.12 9 5/8% Series A Senior Subordinated Note due 2007.* 10.25 Exchange Agreement, dated as of December 31, 2002, between GFSI, Inc. and Jefferies Company, Inc.* 10.26 Consent and Amendment, dated as of December 31, 2002, to the Credit Agreement, dated March 28, 2002.* * Incorporated by reference to Form 10-Q of GFSI, Inc., filed with the Securities and Exchange Commission on February 6, 2003 (Commission File No. 333-24189). (b) Reports on Form 8-K None. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GFSI HOLDINGS, INC. April 28, 2003 /s/ J. Craig Peterson --------------------------------------- J. Craig Peterson, Sr. Vice President of Finance and Principal Accounting Officer 12 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REGARDING GFSI HOLDINGS, INC.'S QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL PERIOD ENDED DECEMBER 28, 2002 I, Robert M. Wolff, Chairman and Chief Executive Officer (Principal Executive Officer) of GFSI Holdings, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GFSI Holdings, Inc.; 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods represented in this Quarterly Report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not these were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 28, 2003 /s/ Robert M. Wolff - --------------------------------------- Robert M. Wolff Chairman and Chief Executive Officer 13 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REGARDING GFSI HOLDINGS, INC.'S QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL PERIOD ENDED DECEMBER 28, 2002 I, J. Craig Peterson, Senior Vice President and Chief Financial Officer (Principal Financial Officer) of GFSI Holdings, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GFSI Holdings, Inc.; 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods represented in this Quarterly Report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not these were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 28, 2003 /s/ J. Craig Peterson - --------------------------------------- J. Craig Peterson Senior Vice President and Chief Financial Officer 14 -----END PRIVACY-ENHANCED MESSAGE-----