WILLCOX & GIBBS INC
10-Q/A, 1995-01-20
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                                 FORM 10-Q/A#2

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                                       
                                       
                                       
            x  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
           ---
                      THE SECURITIES EXCHANGE ACT OF 1934
                                       
For the Quarterly Period Ended September 30, 1994

Commission file number:  1-5731

                                       
                             Willcox & Gibbs, Inc.
                         (Exact name of registrant as
                           specified in its charter)
                                       
     New York                                          13-1474527
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification No.)

150 Alhambra Circle, Coral Gables, Florida               33134
(Address of principal executive offices)               (Zip Code)

                                (305) 446-8000
                        (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 number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

<TABLE>
<CAPTION>
Date                        Class                    Shares Outstanding
<S>                         <C>                      <C>
November 4, 1994            Common Stock             24,114,138

</TABLE>



                          PART II - OTHER INFORMATION
                                       
Item 6. Exhibits and Reports on Form 8-K
        
        (a)  Exhibits
             
             Exhibit No.      Description
             
             11.1             Computation of net income per common
                              and common equivalent shares.
             
             15.1             Awareness letter of independent accountants.
             
             27.1             Financial Data Schedule

                                  
                                  
                                  
                                  SIGNATURES
                                       
                                       
                                       
          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
undersigned thereunto duly authorized.



                                        WILLCOX & GIBBS, INC.



Date:  January 20, 1995                 By:/s/ Allan Gonopolsky
                                           ------------------------
                                        Allan Gonopolsky
                                        Vice President and
                                        Chief Accounting Officer
                               
                               
                               
                               Index to Exhibits
                                       
        Exhibit No.           Description
            
            27.1              Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE>               5
<LEGEND>                THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION 
                        EXTRACTED FROM WILLCOX & GIBBS, INC. FORM 10-Q FOR 
                        THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND IS
                        QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
                        FINANCIAL STATEMENTS.
<MULTIPLIER>    1,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1994
<PERIOD-END>                                   SEP-30-1994
<CASH>                                          44,260
<SECURITIES>                                         0
<RECEIVABLES>                                  151,543
<ALLOWANCES>                                     4,091
<INVENTORY>                                    116,189
<CURRENT-ASSETS>                               317,827
<PP&E>                                          72,988
<DEPRECIATION>                                  19,728
<TOTAL-ASSETS>                                 427,516
<CURRENT-LIABILITIES>                          176,006
<BONDS>                                        118,215
<COMMON>                                        24,705
                                0
                                          0
<OTHER-SE>                                     104,838
<TOTAL-LIABILITY-AND-EQUITY>                   129,543
<SALES>                                        784,895
<TOTAL-REVENUES>                               784,895
<CGS>                                          628,735
<TOTAL-COSTS>                                  628,735
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 1,637
<INTEREST-EXPENSE>                               6,971
<INCOME-PRETAX>                                 13,128
<INCOME-TAX>                                     5,773
<INCOME-CONTINUING>                              7,355
<DISCONTINUED>                                   (327)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,028
<EPS-PRIMARY>                                      .30
<EPS-DILUTED>                                      .30
        

</TABLE>


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