<PAGE>
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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-7023
QUAKER FABRIC CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 04-1933106
(State of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
941 Grinnell Street, Fall River, Massachusetts 02721
(Address of principal executive offices)
(508) 678-1951
(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.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
As of July 25, 2000, 15,701,331 shares of Registrant's Common Stock, $0.01 par
value, were outstanding.
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<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
QUAKER FABRIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
July 1, January 1,
2000 2000
---- ----
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 519 $ 332
Accounts receivable, less reserves of $2,011 and $1,755
at July 1, 2000 and January 1, 2000, respectively 43,585 41,191
Inventories 43,603 40,890
Prepaid and refundable income taxes 1,556 1,563
Prepaid expenses and other current assets 6,182 7,440
-------- --------
Total current assets 95,445 91,416
-------- --------
Property, plant and equipment, net of depreciation and
amortization of $67,564 and $60,442 at July 1, 2000 and
January 1, 2000, respectively 138,602 138,509
Other assets:
Goodwill, net of amortization 5,722 5,818
Deferred financing costs 288 293
Other assets 2,484 1,446
-------- --------
Total assets $242,541 $237,482
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 2 $ 36
Current potion of capital lease obligations 1,087 1,026
Accounts payable 15,355 19,983
Accrued expenses 10,759 7,337
-------- --------
Total current liabilities 27,203 28,382
Long-term debt, less current portion 58,800 59,000
Capital lease obligations, net of current portion 2,106 2,672
Deferred income taxes 18,438 17,504
Other long-term liabilities 2,654 2,646
Redeemable preferred stock:
Series A convertible, $.O1 par value per share,
liquidation preference $1,000 per share, 50,000 shares
authorized. No shares issued and outstanding -- --
Stockholders' equity:
Common stock, $.01 par value per share, 40,000,000
shares authorized; 15,701,331 and 15,681,649 shares
issued and outstanding as of July 1, 2000 and
January 1, 2000, respectively 157 157
Additional paid-in capital 83,629 83,554
Retained earnings 50,998 44,915
Accumulated other comprehensive loss (Note 3) (1,444) (1,348)
-------- --------
Total stockholders' equity 133,340 127,278
-------- --------
Total liabilities and stockholders' equity $242,541 $237,482
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
1
<PAGE>
QUAKER FABRIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------- -----------------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
-------- -------- --------- ---------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $80,331 $64,463 $155,373 $120,603
Cost of products sold 61,108 51,336 119,744 97,139
------- ------- -------- --------
Gross margin 19,223 13,127 35,629 23,464
Selling, general and administrative expenses 11,989 10,664 23,708 20,317
------- ------- -------- --------
Operating income 7,234 2,463 11,921 3,147
Other expenses:
Interest expense, net 1,288 1,249 2,549 2,533
Other, net 6 (29) 13 (42)
------- ------- -------- --------
Income before prevision for income taxes 5,940 1,243 9,359 656
Provision for income taxes 2,079 434 3,276 229
------- ------- -------- --------
Net income $ 3,861 $ 809 $ 6,083 $ 427
======= ======= ======== ========
Earnings per common share - basic (Note 1) $ 0.25 $ 0.05 $ 0.39 $ 0.03
======= ======= ======== ========
Weighted average shares outstanding - basic (Note 1) 15,701 15,660 15,696 15,655
======= ======= ======== ========
Earnings per common share - diluted (Note 1) $ 0.24 $ 0.05 $ 0.38 $ 0.03
======= ======= ======== ========
Weighted average shares outstanding - diluted (Note 1) 16,151 16,171 16,128 16,161
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
2
<PAGE>
QUAKER FABRIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ------------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
------- ------- ------- -------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income $ 3,861 $ 809 $ 6,083 $ 427
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 3,722 3,451 7,243 6,691
Deferred income taxes 523 97 934 43
Changes in operating assets and liabilities:
Accounts receivable (net) (1,636) (1,654) (2,394) 3,562
Inventories (1,708) 261 (2,713) 2,882
Prepaid expenses and other assets (297) 62 227 (42)
Accounts payable and accrued expenses 2,053 2,630 (1,206) 6,172
Other long-term liabilities 24 7 8 (53)
------- ------- ------- -------
Net cash provided by operating activities 6,542 5,663 8,182 19,682
------- ------- ------- -------
Cash flows from investing activities:
Net purchase of properly, plant and equipment (3,718) (4,341) (7,215) (8,598)
------- ------- ------- -------
Net cash used for investing activities (3,718) (4,341) (7,215) (8,598)
------- ------- ------- -------
Cash flows from financing activities:
Repayments of capital leases (254) (352) (505) (692)
Net borrowings (repayments of) revolving line of credit (2,400) (700) (200) (10,000)
Repayments of term debt (16) (254) (34) (503)
Proceeds from exercise of stock options 45 45 75 66
Capitalization of financing costs 0 (52) (20) (108)
------- ------- ------- -------
Net cash used by financing activities (2,625) (1,313) (684) (11,237)
------- ------- ------- -------
Effect of exchange rates on cash (157) 19 (96) 83
Net increase (decrease) in cash 42 28 187 (70)
Cash, beginning of period 477 334 332 432
------- ------- ------- -------
Cash, end of period $ 519 $ 362 $ 519 $ 362
======= ======= ======= =======
Non cash activity
Capital leases for new equipment $ 0 $ 0 $ 0 $ 394
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
3
<PAGE>
QUAKER FABRIC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements reflect
all normal and recurring adjustments that are, in the opinion of management,
necessary to present fairly the financial position of Quaker Fabric Corporation
and Subsidiaries (the "Company") as of July 1, 2000 and January 1, 2000 and the
results of their operations and cash flows for the three months and six months
ended July 1, 2000 and July 3, 1999. The unaudited consolidated financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States have been omitted
pursuant to those rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
Operating results for the three months and six months ended July 1, 2000 are not
necessarily indicative of the results expected for the full fiscal year or any
future period. These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended January 1, 2000. Certain reclassifications have
been made to the prior year financial statements for consistent presentation
with the current year.
EARNINGS PER COMMON SHARE
Basic income per common share is computed by dividing net income by the
weighted average number of common shares outstanding during the period. For
diluted income per share, the denominator also includes dilutive outstanding
stock options determined using the treasury stock method. The following table
reconciles weighted average common shares outstanding to weighted average common
shares outstanding and dilutive potential common shares.
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
---------------- ----------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average common shares outstanding 15,701 15,660 15,696 15,655
Dilutive potential common shares 450 511 432 506
------ ------ ------ ------
Weighted average common shares outstanding
and dilutive potential common shares 16,151 16,171 16,128 16,161
====== ====== ====== ======
Antidilutive potential common shares 1,193 943 1,308 937
====== ====== ====== ======
</TABLE>
4
<PAGE>
NOTE 2-INVENTORIES
Inventories are stated at the lower of cost or market and include
materials, labor and overhead. Cost is determined by the last-in, first-out
(LIFO) method.
Inventories at July 1, 2000 and January 1, 2000 consisted of the
following:
<TABLE>
<CAPTION>
July 1, January 1,
2000 2000
---- ----
(In thousands)
<S> <C> <C>
Raw materials $20,412 $19,380
Work in process 8,823 9,761
Finished goods 14,427 11,809
------- -------
Inventory at FIFO 43,663 40,950
LIFO Reserve (60) (60)
------- -------
Inventory at LIFO $43,603 $40,890
======= =======
</TABLE>
NOTE 3--COMPREHENSIVE INCOME
The Company's "Other Comprehensive Items" consist of foreign currency
translation gains or loss. Foreign currency translation gains (losses) were
$(157,000) and $19,000 for the second quarter of Fiscal 2000 and Fiscal 1999,
respectively. During the second quarters of 2000 and 1999, the Company's
comprehensive income was $3,704,000 and $828,000, respectively. Foreign currency
gains (losses) were $(96,000) and $83,000 for the first six months of Fiscal
2000 and Fiscal 1999, respectively. For the first six months of Fiscal 2000 and
Fiscal 1999, the Company's comprehensive income was $5,987,000 and $510,000,
respectively.
NOTE 4--SEGMENT REPORTING
Segments are defined as components of an enterprise for which separate
financial information is available and is evaluated regularly by the chief
operating decision-maker in deciding how to allocate resources and in assessing
performance. The Company operates as a single business segment consisting of
sales of two products, upholstery fabric and yarn.
5
<PAGE>
The accounting policies of segment reporting are the same as those
described in Note 9 "Summary of Significant Accounting Policies" of the
Company's "1999 Annual Report." Management evaluates the Company's financial
performance in the aggregate and allocates the Company's resources without
distinguishing between yarn and fabric products.
Foreign and export sales from the United States to unaffiliated
customers by major geographical area were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- ----------------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
North America (excluding USA) $ 6,303 $ 4,989 $12,151 $ 9,258
Middle East 1,155 2,492 1,795 3,652
South America 319 163 642 558
Europe 1,501 1,419 2,814 3,619
All Other 1,487 1,250 2,654 2,518
------- ------- ------- -------
$10,765 $10,313 $20,056 $19,605
======= ======= ======= =======
</TABLE>
Gross Sales by product category are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ------------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Fabric $74,839 $60,120 $144,346 $112,937
Yarn 6,519 5,687 13,009 10,186
------- ------- -------- --------
$81,358 $65,807 $157,355 $123,123
======= ======= ======== ========
</TABLE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company's fiscal year is a 52 or 53 week period ending on the
Saturday closest to January 1. "Fiscal 1999" ended January 1, 2000 and "Fiscal
2000" will end December 30, 2000. The first six months of Fiscal 1999 and Fiscal
2000 ended July 3, 1999 and July 1, 2000, respectively.
RESULTS OF OPERATIONS - Quarterly Comparison
Net sales for the second quarter of Fiscal 2000 increased $15.8 million
or 24.6%, to $80.3 million from $64.5 million for the second quarter of Fiscal
1999. The average gross sales price per yard increased 10.8%, to $5.23 for the
second quarter of Fiscal 2000 from $4.72 for the second quarter of Fiscal 1999.
This increase was principally due to an increase in the average selling price of
middle to better-end fabrics. The gross volume of fabric sold increased 12.4%,
to 14.3 million yards for the second quarter of Fiscal 2000 from 12.7 million
yards for the second quarter of Fiscal 1999. The Company sold 20.6% more yards
of middle to better-end fabrics and 6.3% fewer yards of promotional-end fabrics
in the second quarter of Fiscal 2000 than in the second quarter of Fiscal 1999.
The average gross sales price per yard of middle to better-end fabrics increased
by 8.7%, to $5.75 in the second quarter of Fiscal 2000 as compared to $5.29 in
6
<PAGE>
the second quarter of Fiscal 1999. The average gross sales price per yard of
promotional-end fabric increased by 7.9%, to $3.69 in the second quarter of
Fiscal 2000 as compared to $3.42 in the second quarter of Fiscal 1999.
Gross fabric sales within the United States increased 28.6% to $64.1
million in the second quarter of Fiscal 2000 from $49.8 million in the second
quarter of Fiscal 1999. Foreign and Export sales increased 4.4%, to $10.8
million in the second quarter of Fiscal 2000 from $10.3 million in the second
quarter of Fiscal 1999. Gross yarn sales increased 14.6% to $6.5 million in the
second quarter of Fiscal 2000 from $5.7 in the same period of Fiscal 1999.
The gross margin percentage for the second quarter of Fiscal 2000
increased to 23.9%, as compared to 20.4% for the second quarter of Fiscal 1999.
The increase in gross profit margin was primarily due to 1.) lower per unit
fixed overhead expenses resulting from higher sales volume, mid 2.) higher sales
volume in middle to better-end fabrics and yarn, both of which have higher than
average selling prices.
Selling, general and administrative expenses increased to $12.0 million
for the second quarter of Fiscal 2000 from $10.7 million for the second quarter
of Fiscal 1999. Selling, general and administrative expenses as a percentage of
net sales decreased to 14.9% in the second quarter of Fiscal 2000 from 16.5% in
the second quarter of Fiscal 1999. The increase in selling, general and
administrative expenses was primarily due to higher variable expenses resulting
from increased sales volume during the quarter and an increase in fabric
sampling expenses, while the decrease as a percentage of net sales is
attributable to the allocation of fixed costs over a higher sales base.
Interest expense was approximately $1.3 million for the second quarters
of both Fiscal 2000 and Fiscal 1999. Lower average levels of senior debt were
offset by higher rates of interest.
In accordance with accounting principles generally accepted in the
United States, the Company provides for income taxes on an interim basis, using
the estimated annual effective income tax rate. The Company's estimated tax
rate was 35.0% for the second quarters of both Fiscal 2000 and Fiscal 1999. The
effective income tax rate is lower than the combined federal and state statutory
rates due primarily to the foreign sales corporation tax benefits and state
investment tax credits.
Net income for the second quarter of Fiscal 2000 increased to $3.9
million, or $0.24 per common share-diluted, from $809,000 or $0.05 per common
share-diluted, for the second quarter of Fiscal 1999. For a discussion of
"Earnings Per Share," see Note 2 to the Consolidated Financial Statements
included in the Company's Annual Report on Form 10-K for the year ended
January 1, 2000.
RESULTS OF OPERATIONS - Six-month Comparison
Net sales for the first half of Fiscal 2000 increased $34.8 million or
28.8%, to $155.4 million from $120.6 million for the first half of Fiscal 1999.
The average gross sales price per yard increased 9.8%, to $5.17 for the first
half of Fiscal 2000 from $4.71 for the first half of Fiscal 1999. This increase
was principally due to an increase in the average selling price of middle to
better-end fabric. The gross volume of fabric sold increased 16.4%, to 27.9
million yards for the first half of Fiscal 2000 from 24.0 million yards for the
first half of Fiscal 1999. The Company sold 24.8% more yards of middle to
better-end fabrics and 3.4% fewer yards of
7
<PAGE>
promotional-end fabrics in the first half of Fiscal 2000 than in the first half
of Fiscal 1999. The average gross sales price per yard of middle to better-end
fabrics increased by 8.2% to $5.68 in the first half of Fiscal 2000 as compared
to $5.25 in the first half of Fiscal 1999. The average gross sales price per
yard of promotional-end fabric increased by 6.1%, to $3.65 in the first half of
Fiscal 2000 as compared to $3.44 in the first half of Fiscal 1999.
Gross fabric sales within the United States were $124.3 million in the
first half of Fiscal 2000 an increase of 33.2% over the first half of 1999 gross
fabric sales of $93.3 million. Foreign and Export sales increased 2.3% to $20.1
million in the first half of Fiscal 2000 from $19.6 million in the first half of
Fiscal 1999. Gross yarn sales increased 27.7% to $13.0 million in the first half
of Fiscal 2000 from $10.2 million in the same period of Fiscal 1999.
The gross margin percentage for the first half of Fiscal 2000 increased
to 22.9% as compared to 19.5% for the first half of Fiscal 1999. The increase in
gross profit margin was primarily due to 1.) lower per unit fixed overhead
expenses resulting from higher sales volume, and 2.) higher sales volume of
middle to better-end fabrics and yarn, both of which have higher than average
selling prices.
Selling, general and administrative expenses increased to $23.7 million
for the first half of Fiscal 2000 from $20.3 million for the first half of
Fiscal 1999. Selling, general and administrative expenses as a percentage of net
sales decreased to 15.3% in the first half of Fiscal 2000 from 16.8% in the
first half of Fiscal 1999. The increase in selling, general and administrative
expenses was primarily due to increased higher variable expenses resulting from
sales volume during the first half of Fiscal 2000 and an increase in fabric
sampling expenses, while the decrease as a percentage of net sales is
attributable to the allocation of fixed costs over a higher sales base.
Interest expense was $2.5 million for the first six months of both
Fiscal 2000 and Fiscal 1999. Lower levels of senior debt were offset by higher
rates of interest.
In accordance with accounting principles generally accepted in the
United States, the Company provides for income taxes on an interim basis, using
the estimated annual effective income tax rate. The Company's estimated tax rate
was 35.0% for the first six months of both Fiscal 2000 and Fiscal 1999. The
effective income tax rate is lower than the combined federal and state statutory
rates due primarily to the foreign sales corporation tax benefits and state
investment tax credits.
Net income for the first half of Fiscal 2000 increased to $6.1 million,
or $0.38 per common share-diluted, from $0.4 million, or $0.03 per common
share-diluted, for the first half of Fiscal 1999. For a discussion of "Earnings
Per Share," see Note 2 to the Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the year ended January 1, 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company historically has financed its operations and capital
requirements through a combination of internally generated funds, borrowings
under the Credit Agreement, and debt and equity offerings. The Company's capital
requirements have arisen principally in connection with the purchase of
equipment to expand production capacity and improve the Company's quality and
8
<PAGE>
productivity performance and with an increase in the Company's working capital
needs related to its sales growth.
Capital expenditures in the first half of Fiscal 1999 and Fiscal 2000 were
$9.0 million and $7.2 million, respectively. Capital expenditures were funded by
operating cash flow and borrowings. Management anticipates that capital
expenditures will total approximately $20.0 million in 2000, and will include
new production equipment to expand capacity and enhancements to the Company's
information technology systems. Management believes that operating income and
borrowing under the Credit Agreement will provide sufficient funding for the
Company's capital expenditures and working capital needs for the foreseeable
future.
The Company has outstanding $45.0 million of Senior Notes due October 2005
and 2007 (the "Senior Notes"). The Senior Notes bear interest at a fixed rate of
7.09% on $15.0 million and 7.18% on $30.0 million. Annual principal payments
begin on October 10, 2003 with a final payment due October 10, 2007. For a
discussion of the Senior Notes, see Note 5 to the Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for the year
ended January 1, 2000.
The Company has a $70.0 million Credit Agreement with a bank which expires
December 31, 2002. As of July 1, 2000, the Company had $13.8 million outstanding
under the Credit Agreement and unused availability of $56.2 million. For a
discussion of the "Credit Agreement," see Note 5 to the Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for the year
ended January 1, 2000.
YEAR 2000
Because many existing computer programs use only the last two, rather than
all four, digits to specify a year, there was widespread concern prior to
January 1, 2000 that date sensitive programs would only recognize "00" as
signifying the year 1900 and, therefore, not recognize the year 2000. This
concern was commonly referred to as the "Year 2000" or "Y2K" issue.
The Company believes that it has been successful in its efforts to address
the Year 2000 issue and will, therefore, not suffer any material adverse effect
on its operations or financial condition due to the Y2K problem. The Company has
developed a contingency plan designed to minimize risks associated with failure
of critical systems after December 31, 1999. In addition, the Company could be
adversely affected if its customers or suppliers suffer a malfunction related to
the Year 2000 issue. The Company has no knowledge, however, that any of its
customers or suppliers has experienced a Y2K problem.
9
<PAGE>
QUAKER FABRIC CORPORATION AND SUBSIDIARIES
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 13, 2000, an order was entered in the United States District Court
for the District of Massachusetts, dismissing in its entirety the putative class
action lawsuit pending against the Company and certain of its officers and
directors, In Re Quaker Fabric Corp. Securities Litigation, Master File Number
98-11957-DPW.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 18, 2000, an annual meeting of the shareholders of the Company was
held at which directors were elected to serve until their successors shall have
been elected and shall have qualified, the appointment of the Company's outside
auditors for the year ended December 30, 2000 was ratified, an amendment to the
Company's Certificate of Incorporation to increase the Company's authorized
number of shares of common stock to 40,000,000 was ratified, and amendments to
the Company's 1997 Stock Option Plan to increase the number of shares of common
stock reserved for issuance under the plan to 1,500,000, to prohibit the
repricing of options granted, and to permit the granting of options to
non-employee directors were ratified. The number of votes cast for, against, or
withheld/abstained and the number of broker non-votes with regard to each
nominee or matter are set forth below:
<TABLE>
<CAPTION>
Withheld/ Broker
For Against Abstained Non-votes
--- ------- --------- ---------
<S> <C> <C> <C> <C>
Election of directors:
Sangwoo Ahn 13,160,211 N/A 1,437,390 --
Larry A. Liebenow 13,010,914 N/A 1,586,688 --
Jerry I. Porras 13,174,586 N/A 1,423,015 --
Eriberto R. Scocimara 13,168,486 N/A 1,429,115 --
Ratification of auditors 14,572,743 16,050 8,809
Ratification of Amendment
to Certificate of Incorporation 12,931,856 1,636,759 28,987
Ratification of Amendments
to 1997 Stock Option Plan 12,419,668 2,135,985 41,948
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
27.0 -- Financial Data Schedule
(B) There were no reports on Form 8K filed during the three months ended
July 1, 2000.
10
<PAGE>
QUAKER FABRIC CORPORATION AND SUBSIDIARIES
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.
QUAKER FABRIC CORPORATION
Date: July 26. 2000 By: /s/ Paul J. Kelly
__________________ ___________________________
Paul J. Kelly
Vice President -- Finance
and Treasurer
11
