<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
Commission File Number: 0-21469
RIDGEVIEW, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0377410
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2101 NORTH MAIN AVENUE
NEWTON, NORTH CAROLINA 28658
(Address of principal executive offices) (Zip Code)
(828) 464-2972
(Registrant's telephone number, including area code)
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.
[x] Yes [ ] No
As of May 12, 1998, the registrant had 3,000,000 shares of common stock,
$.01 par value per share, outstanding.
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
RIDGEVIEW, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
----------- -----------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 237,873 $ 481,674
Accounts receivable (less allowance for doubtful
accounts of $693,017 and $605,289) 15,504,046 15,720,033
Inventories 25,678,807 23,315,890
Refundable income taxes 134,369 164,539
Prepaid expenses 708,412 350,388
----------- -----------
Total current assets $42,263,507 $40,032,524
PROPERTY, PLANT AND EQUIPMENT, less
accumulated depreciation 12,822,660 11,414,153
OTHER ASSETS 2,221,496 1,628,626
EXCESS OF COST OVER FAIR VALUE OF NET
ASSETS ACQUIRED, less accumulated
amortization 1,571,515 1,603,465
----------- -----------
Total assets $58,879,178 $54,678,768
=========== ===========
</TABLE>
See accompanying notes to
condensed consolidated financial statements.
2
<PAGE> 3
RIDGEVIEW, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------ ------------
(Unaudited) (Audited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 1,123,469 $ 1,464,333
Accounts payable 6,520,005 5,612,009
Accrued expenses and other liabilities 1,430,705 1,544,844
Deferred income taxes 187,800 296,668
Current portion of long-term debt 1,424,107 1,299,523
Current portion of deferred compensation 221,611 211,845
------------ ------------
Total current liabilities $ 10,907,697 $ 10,429,222
LONG-TERM DEBT, less current portion (Note 4) 23,983,731 20,265,823
DEFERRED COMPENSATION, less current portion 1,569,317 1,520,972
DEFERRED CREDIT 731,222 788,550
DEFERRED INCOME TAXES 610,026 525,411
------------ ------------
Total liabilities $ 37,801,993 $ 33,529,978
------------ ------------
SHAREHOLDERS' EQUITY (Note 5)
Common stock - authorized 20,000,000 shares of
$.01 par value; issued and outstanding
3,000,000 shares $ 30,000 $ 30,000
Additional paid-in capital 10,650,018 10,650,018
Retained earnings, including amounts reserved of
$811,920 and $854,367 10,755,605 10,688,318
Accumulated other comprehensive income (Note 6) (358,438) (219,546)
------------ ------------
Total shareholders' equity $ 21,077,185 $ 21,148,790
------------ ------------
Total liabilities and shareholders' equity $ 58,879,178 $ 54,678,768
============ ============
</TABLE>
See accompanying notes to
condensed consolidated financial statements.
3
<PAGE> 4
RIDGEVIEW, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
------------ ------------
<S> <C> <C>
NET SALES $ 19,542,743 $ 20,338,426
COST OF SALES 15,129,872 16,191,986
------------ ------------
GROSS PROFIT $ 4,412,871 $ 4,146,440
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 3,575,581 3,616,914
------------ ------------
OPERATING INCOME $ 837,290 $ 529,526
------------ ------------
OTHER INCOME (EXPENSE)
Interest expense $ (367,767) $ (486,973)
Other, net 23,151 15,135
------------ ------------
Total other income (expense) $ (344,616) $ (471,838)
------------ ------------
INCOME BEFORE INCOME TAXES $ 492,674 $ 57,688
PROVISION (BENEFIT) FOR INCOME TAXES 131,174 (9,599)
------------ ------------
NET INCOME $ 361,500 $ 67,287
============ ============
EARNINGS PER SHARE $ 0.12 $ .02
============ ============
WEIGHTED AVERAGE COMMON
AND COMMON EQUIVALENT
SHARES OUTSTANDING 3,000,000 3,000,000
============ ============
</TABLE>
See accompanying notes to
condensed consolidated financial statements.
4
<PAGE> 5
RIDGEVIEW, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $ 19,412,227 $ 20,451,105
Cash paid to suppliers and employees (21,032,515) (21,163,550)
Interest paid (337,174) (601,592)
Income taxes paid, net of refunds (526,852) 19,660
Other cash disbursements (22,191) (248,115)
------------ ------------
Net cash used in operating activities $ (2,506,505) $ (1,542,492)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for investments in subsidiaries $ (34,788) $ (6,452)
Payments for purchase of property, plant and
equipment (372,088) (1,278,179)
------------ ------------
Net cash used in investing activities $ (406,876) $ (1,284,631)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net short-term borrowings (payments) $ 1,298,259 $ (367,188)
Proceeds from long-term debt 20,321,749 21,499,740
Repayments of long-term debt (18,918,297) (18,540,702)
------------ ------------
Net cash provided by financing activities $ 2,701,711 $ 2,591,850
------------ ------------
EFFECT OF EXCHANGE RATE ON CASH $ (8,959) $ (8,528)
------------ ------------
Net decrease in cash $ (220,629) $ (243,801)
CASH, beginning of period 315,559 481,674
------------ ------------
CASH, end of period $ 94,930 $ 237,873
============ ============
</TABLE>
See accompanying notes to
condensed consolidated financial statements.
5
<PAGE> 6
RIDGEVIEW, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Continued)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
----------- -----------
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET
CASH USED IN OPERATING ACTIVITIES
Net income $ 361,500 $ 67,287
----------- -----------
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation and amortization $ 431,980 $ 462,972
Provision for doubtful accounts receivable 131,934 89,192
Capital grants recognized (19,883) (18,375)
Increase in deferred compensation liability 29,127 58,111
Decrease in deferred income taxes (73,161) (22,000)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (130,503) 112,679
Increase in inventories (2,638,205) (2,449,946)
Increase in prepaid expenses and
other assets (417,021) (763,166)
Increase in accounts payable 57,103 983,234
Increase (decrease) in income taxes
payable (322,517) 32,061
Increase (decrease) in accrued expenses
and other liabilities 83,141 (94,541)
----------- -----------
Total adjustments to net income $(2,868,005) $(1,609,779)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES $(2,506,505) $(1,542,492)
=========== ===========
</TABLE>
See accompanying notes to
condensed consolidated financial statements.
6
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information as of March 31, 1998 and March 31, 1997 is unaudited)
NOTE 1 - UNAUDITED FINANCIAL INFORMATION
In the opinion of the Company, the accompanying unaudited Condensed
Consolidated Financial Statements contain all adjustments consisting of normal
recurring accruals for the three months ended March 31, 1998, necessary to
present fairly the financial position of the Company as of March 31, 1998 and
the results of operations for the three months ended March 31, 1998 and 1997.
The financial statements are presented in condensed form as permitted by the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The accounting policies
followed by the Company are set forth in the Company's audited financial
statements, which are included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, filed with the Securities and Exchange
Commission (the "Form 10-K"). The results of operations for the three months
ended March 31, 1998 are not indicative of the results to be expected for the
full year. The Company's net sales and profitability generally experience
stronger performance in the third and fourth quarters. These unaudited condensed
financial statements should be read in conjunction with the Company's audited
financial statements included in the Annual Report on Form 10-K.
NOTE 2 - EARNINGS PER SHARE
Earnings per share are calculated using the weighted average number of
shares outstanding of common stock and dilutive common stock equivalents during
each period presented. The Company has adopted Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share," which requires the
presentation of: (1) "Basic Earnings per Share," computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding during the period and (2) "Diluted Earnings per Share," which gives
effect to all dilutive potential common shares that were outstanding during the
period, by increasing the denominator to include the number of additional common
shares that would have been outstanding if the dilutive potential common shares
had been issued. The options outstanding at March 31, 1998 and December 31, 1997
have not been included in diluted earnings per share due to their anti-dilutive
nature.
7
<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Information as of March 31, 1998 and 1997 is unaudited)
NOTE 3 - INVENTORIES
A summary of inventories by major classification is as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ ------------
<S> <C> <C>
Raw Materials $ 3,550,407 $ 4,217,281
Work-in-process 9,952,519 8,038,662
Finished goods 12,393,881 11,179,947
(LIFO Reserve) (120,000) (120,000)
------------ ------------
Total inventories $ 25,776,807 $ 23,315,890
============ ============
</TABLE>
NOTE 4 - LONG-TERM DEBT
On March 13, 1998, the Company amended its existing bank loan
agreement. The amended agreement provides a $28,000,000 revolving line of credit
due June 30, 2000, and extends the due date of the existing term loan to June
30, 2000.
At the option of the Company, borrowings under these loans bear
interest based on the bank's prime rate or the London InterBank Offered Rates
("LIBOR"). The rates, which were also amended on March 13, 1998, vary based on
achievement of a ratio of Funded Debt to Earnings Before Interest, Taxes,
Depreciation and Amortization ("Funded Debt to EBITDA"), calculated quarterly,
and range from prime to prime plus .37%, or LIBOR plus 1.75% to LIBOR plus 2.37%
(7.8075% as of May 8, 1998 under the LIBOR option). These loans are
collateralized by substantially all assets of the Company.
8
<PAGE> 9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Information as of March 31, 1998 and 1997 is unaudited)
NOTE 5 - CAPITAL STOCK
The Company has an Omnibus Stock Plan (the "Omnibus Plan") which
permits the issuance of options, stock appreciation rights ("SARS"), limited
SARS, restricted stock, performance awards and other stock-based awards to
selected employees and independent contractors of the Company. The Company has
reserved 230,000 shares of common stock for issuance under the Omnibus Plan,
which provides that the term of each award shall be determined by a committee of
the board of directors charged with administering the Plan, but no longer than
ten years after the date they are granted. Under the terms of the Plan, options
granted may be either nonqualified or incentive stock options. SARS and limited
SARS granted in tandem with an option shall be exercisable only to the extent
the underlying option is exercisable. To date, incentive stock options totaling
52,600 shares have been granted to certain of the Company's salaried employees
at an exercise price of $7.50 per share. All of such options are outstanding and
unexercised.
The board has also authorized an employee stock purchase plan that will
allow employees to purchase shares of common stock of the Company through
payroll deductions at 85 percent of the market value of the shares at the time
of purchase. The Company has reserved 75,000 shares for issuance under this
plan. The board of directors has not yet activated the employee stock purchase
plan.
The Company also has an Outside Directors' Stock Option Plan (the
"Directors' Plan"), which provides that each outside director, at the time of
initial election, shall automatically be granted an option to purchase 500
shares of common stock at the fair market value on the date of election. On each
anniversary date of an outside director's election, an option to purchase 500
additional shares of common stock will automatically be granted, provided that
the director shall have continuously served and the number of shares of common
stock available under the Directors' Plan is sufficient to permit such grant.
Options granted under the Directors' Plan will be nonqualified stock options,
will vest in increments of 33 1/3% on each anniversary of the option grant and
will expire ten years after the date they are granted. The Company has reserved
15,000 shares for issuance under this plan. In November 1996, options to
purchase 500 shares each were granted to the Company's three new members of the
board of directors at an exercise price of $8.00 per share. Additional grants
totaling 2,000 shares were granted in May 1997 to the outside directors. All of
such options are outstanding and unexercised.
9
<PAGE> 10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Information as of March 31, 1998 and 1997 is unaudited)
NOTE 6 - COMPREHENSIVE INCOME
The Company adopted SFAS No. 130, "Reporting Comprehensive Income,"
which requires that all components of comprehensive income and total
comprehensive income be reported on one of the following: a statement of income
and comprehensive income, a statement of comprehensive income or a statement of
stockholders' equity. Comprehensive income is comprised of net income and all
changes to stockholders' equity, except those due to investments by owners
(changes in paid in capital) and distributions to owners (dividends). For
interim reporting purposes, SFAS No. 130 requires disclosure of total
comprehensive income.
Total comprehensive income is as follows:
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
1997 1998
--------- ---------
<S> <C> <C>
Net income $ 361,500 $ 67,287
Other comprehensive income (loss), net of tax (172,443) (138,892)
--------- ---------
Comprehensive income (loss) $ 189,057 $ (71,605)
========= =========
</TABLE>
Accumulated other comprehensive income consist solely of foreign
currency translation adjustments, and is presented below as follows:
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
1997 1998
--------- ---------
<S> <C> <C>
Beginning balance $ 227,104 $(219,546)
Current period change, net of taxes of $ 96,999
and $78,127, respectively (172,443) (138,892)
--------- ---------
Ending balance $ 54,661 $(358,438)
========= =========
</TABLE>
10
<PAGE> 11
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information regarding
the Company's consolidated financial condition as of March 31, 1998 and its
results of operations for the three months then ended. This discussion and
analysis should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Form 10-K, and the
unaudited interim consolidated financial statements and notes thereto included
elsewhere in this report. The results of operations for the three months ended
March 31, 1998 are not indicative of results expected for the year ending
December 31, 1998. See "Seasonality" in discussion below.
GENERAL
The following table presents the Company's net sales by product
category for the three-month periods ended March 31, 1997 and 1998, expressed in
thousands of dollars and as a percentage of total net sales.
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------------------------
1997 1998
---------------------- --------------------
Amount % Amount %
------- --------- ------- -------
<S> <C> <C> <C> <C>
SOCKS:
Sports specific $ 4,967 25.4 % $ 6,000 29.5 %
Sports promotional 3,856 19.7 3,946 19.4
Active sport 458 2.4 373 1.8
Rugged outdoor and
heavyweight casual 2,324 11.9 1,557 7.7
Other 38 0.2 447 2.2
------- --------- ------- ------
Total socks $11,643 59.6 % $12,323 60.6 %
------- --------- ------- ------
WOMEN'S HOSIERY:
Sheer pantyhose and
knee-highs $ 4,498 23.0 % $ 3,675 18.1 %
Tights and trouser socks 3,402 17.4 4,340 21.3
------- --------- ------- ------
Total women's hosiery $ 7,900 40.4 % $ 8,015 39.4 %
------- --------- ------- ------
Total net sales $19,543 100.0 % $20,338 100.0 %
======= ========= ======= ======
</TABLE>
The net sales by product category for the three months ended March 31,
1998 are not indicative of the net sales by product category expected for the
year ending December 31, 1998, because sales of rugged outdoor and heavyweight
casual socks and tights and trouser socks typically are higher during the third
and fourth quarters.
11
<PAGE> 12
RESULTS OF OPERATIONS
The following table presents the Company's results of operations as a
percentage of net sales for the three months ended March 31, 1997 and 1998.
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1998
----- -----
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of goods sold 77.4 79.6
----- -----
Gross profit 22.6 20.4
Selling, general and administrative expenses 18.3 17.8
----- -----
Operating income 4.3 2.6
Interest expense (1.9) (2.4)
Other income, net 0.1 0.1
----- -----
Income before income taxes 2.5 0.3
Income tax expense 0.6 0.0
----- -----
Net income 1.9% 0.3%
===== =====
</TABLE>
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 TO THREE MONTHS ENDED MARCH 31,
1997
Net sales for the three months ended March 31, 1998 were $20.3 million,
compared to $19.5 million for the same period in 1997, an increase of 4.1%. Net
sales of sports socks, which includes sales of sport specific, sports
promotional and active sports socks, increased $1.0 million, or 11.2%. Sales of
tights and trouser socks increased 26.5%, from $3.4 million in 1997 to $4.3
million in 1998. Net sales of women's hosiery products for the quarter ended
March 31, 1998 increased only 1.5%, however, due to an 18.3% decrease in sheer
hosiery. Previously anticipated sales reductions by three customers of the
Company's subsidiary Seneca Knitting Mills Corporation ("Seneca") resulted in a
33.0% decrease in sales of rugged outdoor and heavyweight casual socks for the
quarter.
Gross profit for the quarter ended March 31, 1998 was $4.1 million, a
decrease of $266,000, or 6.0%, from the same period in the prior year. As a
percentage of net sales, gross profit decreased to 20.4% for the three months
ended March 31, 1998, compared to 22.6% during the same period in 1997. The
decrease in gross profit was primarily the result of an increase in the volume
of sales of seasonal and closeout goods to discount retailers. Sales of these
products through these retail channels generally carry lower gross profit
margins than sales to department stores and national chain stores. While the
Company routinely sells products to the discount retail marketplace, the volume
of sales of women's hosiery products and rugged outdoor and heavyweight casual
socks through these channels increased during the quarter.
12
<PAGE> 13
Selling, general and administrative expenses for the three months ended
March 31, 1998 and 1997 were $3.6 million. As a percentage of net sales,
selling, general and administrative expenses decreased to 17.8% for the quarter
ended March 31, 1998, compared to 18.3% for the same period the prior year.
Operating income for the three months ended March 31,1998 decreased
36.7% from $837,000 in 1997 to $530,000 in 1998. The decrease in operating
income is primarily attributable to a general decrease in gross profit margins
experienced by each of the Company's operating divisions for the quarter.
Operating income was negatively impacted by the unusually large volume of sales
of seasonal and closeout goods to discount retailers during the quarter.
Interest expense for the quarter ended March 31, 1998, increased 32.3%
to $487,000 from $368,000 for the three months ended March 31, 1997. Increased
borrowings during the quarter ended March 31, 1998, compared to the same period
in 1997, account for the increase in interest expense.
Income tax expense for the three months ended March 31, 1998 and 1997
was $(10,000) and $131,000, respectively. The income tax benefit for the three
months ended March 31, 1998 is the result of the operating loss at Seneca for
the three months ended March 31, 1998. Income before income taxes generated by
the Company's operation in the Republic of Ireland represented approximately
195% of the Company's consolidated income before income taxes. Income generated
at the Irish subsidiary is taxed at 10.0% while the Company's other operating
divisions experience effective tax rates of approximately 36%.
Net income for the three months ended March 31, 1998 was $67,000
compared to $361,500 for the three months ended March 31, 1997. The decrease in
net income is attributable primarily to the increased sales volume of seasonal
and closeout goods to discount retailers during the quarter, as well as the
decline of sales of rugged outdoor and heavyweight casual socks at Seneca.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows used in operating activities during the three months ended
March 31, 1997 and 1998 were $(2.5) million and $(1.5) million, respectively.
The negative cash flow from operating activities during the first three months
of 1998 was the result of a $2.5 million increase in inventories since December
31, 1997. During the first and second quarters of the year, the Company
typically builds inventory levels to fill orders during the fall shipping
season.
In addition to cash flow from operations, the Company obtains working
capital and, on a temporary basis, finances its capital expenditures for
equipment modernization, through borrowings under the Company's revolving credit
facility extended by NationsBank, N.A. ("NationsBank") (the "Revolving Credit
Facility"). The Revolving Credit Facility provides for borrowings up to $28.0
million through June 2000. As of April 30, 1998, $18.1 million was outstanding
under the Revolving Credit Facility, and there was $9.9 million available for
additional borrowings. Funds borrowed under the Revolving Credit Facility bear
interest at a
13
<PAGE> 14
rate based on London Interbank Offered Rates ("LIBOR"). The LIBOR-based rate
available to the Company ranges from LIBOR plus 1.75% to LIBOR plus 2.37%,
depending upon the Company's ratio of Funded Debt to EITDA (7.8075% at May 8,
1998). The Revolving Credit Facility is secured by the Company's accounts
receivable, inventory, equipment and certain real property. Amounts borrowed
under the Revolving Credit Facility may not exceed the sum of specified
percentages of the Company's accounts receivable and inventory.
As of May 8, 1998, the Company had secured commitments for $1.5 million
in term debt to finance the purchase of 52 additional electronic knitting
machines for its sports sock knitting operation in Ft. Payne, Alabama and eight
additional electronic knitting machines for the sports sock operation in Newton,
North Carolina.
The implementation of the Company's new enterprise-wide management
information system is currently in progress. Once completed, the system will
link each of the Company's facilities electronically and provide operational
improvements in manufacturing, forecasting, planning, distribution and financial
reporting. Additionally, the project will address issues relating to the Year
2000 relating to date driven applications. Of the expected $2.1 million cost of
the project, approximately $700,000 had been disbursed as of May 8, 1998. The
Company expects to complete the implementation by the end of the first quarter
of 1999. Financing of the project is expected to be provided by the Company's
Revolving Credit Facility, a leasing arrangement for certain hardware and the
term loan of approximately $425,000.
In March 1998, the Company announced it had signed a definitive letter
of intent to acquire Tri-Star Hosiery Mills, Inc. ("Tri-Star"), a sports sock
manufacturer located in Mebane, North Carolina. Ridgeview expects to complete
the acquisition, the closing of which is subject to customary conditions, during
the second quarter of the current fiscal year. The Company intends to finance
the purchase price through additional borrowings under its Revolving Credit
Facility. In addition, the acquisition, when consummated, will increase the
Company's indebtedness by adding to the Company's consolidated balance sheet
approximately $3.2 million of Tri-Star's outstanding debt.
SEASONALITY
The Company's business is impacted by the general seasonal trends that
are characteristic of the apparel and retail industries. The Company generally
has higher net sales and greater profitability in the third and fourth quarters.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board (the "FASB")
issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information," which supersedes SFAS No. 14, "Financial Reporting for Segments of
a Business Enterprise." SFAS No. 131 establishes standards for the way that
public companies report information about operating segments in interim
financial statements issued to the public. It also establishes standards for
disclosures regarding products and services, geographic areas and major
customers. SFAS No. 131 defines operating segments as components of a company
about which separate financial information is available that is regularly
evaluated by the chief decision makers in deciding how to allocate resources and
in assessing performance.
SFAS No. 131 is effective for periods beginning after December 15,
1997, and requires comparative information for earlier years to be restated.
Management will adopt this standard in 1998, and believes that additional
disclosure will be required to disclose separately, certain information about
the profit or loss and the assets of the Company's operating divisions. Results
of operations and financial position will be unaffected by the implementation
of this standard.
14
<PAGE> 15
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.
RIDGEVIEW, INC.
Date: May 13, 1998 By: /s/ Walter L. Bost, Jr.
-------------------------------
Walter L. Bost, Jr.
Executive Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 237,873
<SECURITIES> 0
<RECEIVABLES> 16,197,063
<ALLOWANCES> 693,017
<INVENTORY> 25,678,807
<CURRENT-ASSETS> 42,263,507
<PP&E> 26,150,263
<DEPRECIATION> 13,327,603
<TOTAL-ASSETS> 58,879,178
<CURRENT-LIABILITIES> 10,907,697
<BONDS> 25,407,838
0
0
<COMMON> 30,000
<OTHER-SE> 21,047,185
<TOTAL-LIABILITY-AND-EQUITY> 58,879,178
<SALES> 20,338,426
<TOTAL-REVENUES> 20,338,426
<CGS> 16,191,986
<TOTAL-COSTS> 3,616,914
<OTHER-EXPENSES> 15,135
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 486,973
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